CBS Corporation Announces Cash Tender Offer for Any and All of Its Outstanding 7.70% Senior Notes Due 2010

CBS Corporation Announces Cash Tender Offer for Any and All of Its Outstanding 7.70% Senior Notes Due 2010

NEW YORK, May 8 /PRNewswire-FirstCall/ -- CBS Corporation (NYSE:CBS.A)(NYSE:and CBS) announced today that it has commenced a tender offer to purchase for cash any and all of its outstanding 7.70% Senior Notes due 2010 (the "Notes"). The tender offer will expire at 5:00 p.m., New York City time, on May 15, 2009, unless extended or earlier terminated by the Company. The terms and conditions of the tender offer are set forth in an Offer to Purchase dated May 8, 2009 (the "Offer to Purchase") and related Letter of Transmittal, which together constitute the "Offer."

The purchase price to be paid for Notes that are validly tendered and not validly withdrawn on or prior to the expiration of the Offer is set forth in the table below:

Principal Purchase Price
CUSIP Amount Security Per $1,000
Number Outstanding Description Principal Amount
------ ----------- ----------- ----------------
925524AJ9 $1,240,187,000 7.70% Senior $1,035
Notes Due 2010

CBS Corporation will pay in respect of any Notes accepted for purchase in the Offer, accrued and unpaid interest up to, but not including, the date of payment for the Notes, which is expected to be the next business day following the expiration.

As described in the Offer to Purchase, tendered Notes may be withdrawn on or before the expiration, but may not be withdrawn after the expiration. Withdrawn Notes may be re-tendered at any time prior to the expiration. The Offer is subject to certain customary conditions, including a financing condition, but is not conditioned on the tender of a minimum principal amount of Notes. CBS Corporation may amend, extend or, subject to certain conditions, terminate the Offer at any time.

The Company has engaged Banc of America Securities LLC, Citi and UBS Securities LLC to act as dealer managers for the Offer, Global Bondholder Services Corporation to act as Information Agent, and Deutsche Bank Trust Company Americas as the Depositary for the Offer. Requests for documents may be directed to Global Bondholder Services Corporation at (866) 873-6300 (U.S. toll free) or at (212) 430-3774 (collect), or in writing to 65 Broadway - Suite 723, New York, NY 10006, Attention: Corporate Actions. Questions regarding the offer may be directed to Banc of America Securities LLC at (888) 292-0070 (U.S. toll free) or (646)-855-3333 (collect), Citi at (800) 558-3745 (U.S. toll free) or (212) 723-6106 (collect), or UBS Securities LLC at (888) 719-4210 (U.S. toll free) or (203) 719-4210 (collect).

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities. The solicitation of offers to buy the Notes is only being made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of CBS Corporation, the dealer managers, the depositary or the information agent is making any recommendation as to whether or not holders should tender their Notes in connection with the Offer.

DISCLOSURE NOTICE: The information contained in this release is as of May 8, 2009. Except as required by law, CBS Corporation does not assume any obligation to update any forward-looking statements contained in this release as a result of new information or future events or developments. Some statements in this release may constitute forward-looking statements. CBS Corporation cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements, including the risk that the Offer may not be completed for various reasons, including the failure to satisfy the conditions to the Offer. A further list and description of risks and uncertainties can be found in CBS Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and in its periodic reports on Forms 10-Q and 8-K.

About CBS Corporation

CBS Corporation (NYSE:CBS.A)(NYSE:and)(NYSE:CBS) is a mass media company with constituent parts that reach back to the beginnings of the broadcast industry, as well as newer businesses that operate on the leading edge of the media industry. The Company, through its many and varied operations, combines broad reach with well-positioned local businesses, all of which provide it with an extensive distribution network by which it serves audiences and advertisers in all 50 states and key international markets. It has operations in virtually every field of media and entertainment, including broadcast television (CBS and The CW - a joint venture between CBS Corporation and Warner Bros. Entertainment), cable television (Showtime Networks and CBS College Sports Network), local television (CBS Television Stations), television production and syndication (CBS Television Studios and CBS Television Distribution), radio (CBS Radio), advertising on out-of-home media (CBS Outdoor), publishing (Simon & Schuster), interactive media (CBS Interactive), music (CBS Records), licensing and merchandising (CBS Consumer Products), video/DVD (CBS Home Entertainment), in-store media (CBS Outernet) and motion pictures (CBS Films). For more information, log on to www.cbscorporation.com.

Source: CBS Corporation

CONTACT: Press, Gil Schwartz, +1-212-975-2121, gdschwartz@cbs.com, Dana
McClintock, +1-212-975-1077, dlmcclintock@cbs.com, Andrea Prochniak,
+1-212-975-0053, andrea.prochniak@cbs.com, or Investor Relations, Adam
Townsend, +1-212-975-5292, adam.townsend@cbs.com, or Debra Wichser,
+1-212-975-3718, debra.wichser@cbs.com

Web Site: http://www.cbscorporation.com/

Company News On-Call: http://www.prnewswire.com/comp/965075.html

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