EXCLUSIVE: Nexstar Media Group COO Mike Biard did not hesitate when asked if he had any second thoughts about the company’s decision to declare its $6.2 billion merger with Tegna closed mere minutes after the FCC approved the deal.

“Not at all,” he told Deadline in an interview. In addition to FCC and Department of Justice approval, Biard said, “We had banks lined up [to fund payouts to Tegna shareholders]. When that happens, in these situations, you close. You don’t have the luxury of just assuming that everything is going to be in that moment forever. You just don’t know what you don’t know about what act of God is around the corner, or 9/11, or anything that could materially change the landscape. So, when you have an opportunity to close and the conditions are all checked off, you close. So that’s what we did.”

A federal judge didn’t see it that way, siding with DirecTV and a number of state attorneys general who filed a lawsuit challenging the merger on antitrust grounds. In a ruling issued in April, the judge cited Nexstar’s call to declare the deal closed in March despite the filing of the lawsuit on the night before the FCC’s approval. A preliminary injunction ordered by the U.S. District Court judge has frozen the merger and left the large station owners in a limbo state. Nexstar has appealed the ruling to the Ninth Circuit, and requested an expedited process.

Biard, a former longtime Fox exec who came to Nexstar in 2023, did not want to go on the record with his full take on the appeals process given the sensitivities. He did note the company hopes oral arguments in the appeal can be allowed to start by August or September, with a decision by the multi-judge Ninth Circuit panel coming during the ensuing months.

“There has not been anything close to a fulsome evidentiary hearing,” the exec added. “So we are actually looking forward to that part of the litigation. We can present proper evidence and get at what the other side’s motivations and claims are, rather than sort of playing defense.”

While the Nexstar-Tegna deal has taken shape in the shadow of the far larger Paramount-Warner Bros. Discovery combination, which is also still pending, its impact on local media is considerable. In signing off, the FCC’s Media Bureau issued a waiver of federal rules limiting a single owner from owning stations reaching more than 39% of U.S. households. The transaction would result in a company with reach to 80% of homes, but Biard says the math involved in the cap calculations is widely misunderstood – including by some of the plaintiffs in the lawsuit.

“We’re in a massive state of confusion, as far as the market outside of broadcasters understanding the cap,” he said. “When I read statements from the attorney general of California, who begins with saying that this transaction is presumptively illegal because it exceeds the cap, I am dismayed because it just betrays a fundamental misunderstanding of the regulations applicable to the cap.”

While many accounts of the merger, including in the lawsuit, say it will take Nexstar from 39% reach to 80%, Biard says those depictions do not take into account the so-called “UHF discount.” Lawmakers in the 1990s when they arrived at the currently ownership rules were addressing a broadcast TV business then operating on the UHF and VHF bands. Stations located on channel 13 or lower count fully toward the cap, while only 50% of higher UHF channels are counted.

Biard said without the UHF discount, Nexstar has already been at 70% reach. In its application with the FCC, Nexstar said the figure would be 54.5% when the discount is applied.

When Biard mentioned that stat in a recent discussion with members of one state AG’s office, he recalled, “I could see by the look around the table that no one understood what I was talking about, and how that was possible.” The idea that the UHF and VHF distinction is still a consideration “tells you just how antiquated the cap is,” he added.

Nexstar CEO Perry Sook has described the merger in existential terms, a positioning also emphasized in the company’s legal filings. While opponents see an enlarged Nexstar as a monopoly threat with unfair leverage over distributors and diminished incentive to invest in local news coverage, Nexstar says it is a struggling industry’s best hope for survival.

“Think of who we compete against,” Biard said, arguing the current ownership cap is obsolete. “The notion that any of the networks, broadcast or cable, would be limited to only reaching four out of five homes would be anathema to people. If you woke up and someone said, ‘Hey, guess what, Netflix? You can only go to 80% of the country,’ there would be a hue and cry. ‘How dare you?!’ Think about the reach of Big Tech before we even get to traditional media. The reach of Big Tech, not only is it 100%, I would argue it’s more like 600%, because every home has multiple connected devices where all of those platforms are available. … And somehow our reach to 80% is somehow portrayed as monopolistic. It’s absurd.”

Moving beyond the legal process with Tegna, Biard offered his view of the pay-TV industry more broadly. It’s a topic he knows well, having led distribution at Fox, which put him at the center of a number of bruising carriage fights. Asked if pay-TV levels are starting to form a base after years of decline, he said, “I think we’re getting there. I wouldn’t declare that cord-cutting is over and pay-TV is not going to erode at all.” Part of the hang-up, he explained, is that pay-TV “hasn’t gotten to the unified user experience that I think everyone would really like to see.” Some companies, and here he explicitly named DirecTV, “have not been as focused on that. They’re still fighting the fights of 15 years ago,” seeking better financial terms with programmers instead of updating their product offerings.

Nearly four years ago, after absorbing Tribune Co., Nexstar swung a notable M&A deal by acquiring majority control of The CW, absorbing its debt in a deal with previous 50-50 partners Paramount and WBD. Biard said the broadcast network is finally on track to hit profitability this year. The company pursued the deal for both “offensive” and “defensive” reasons, Biard reasoned, looking to protect its large portfolio of CW-affiliated stations and also create a new access point for programming, especially live sports.

“The faster demise of cable networks has accelerated our point of view that leagues, conferences and brands are growing more leery of cable,” Biard said. “They’re hesitant to go pure streaming and end up ‘out of sight, out of mind’ for a large swath of potential viewers.”

The CW was “losing a lot of money when we bought it,” he added. “We’re proud of the job that we’ve done to create a much better business.”