CBS Corporation Announces Expiration of Cash Tender Offer

CBS Corporation Announces Expiration of Cash Tender Offer

NEW YORK, Nov. 2, 2010 /PRNewswire-FirstCall/ -- CBS Corporation (NYSE: CBS.A and CBS) today announced the expiration, as of 12:00 midnight, New York City time, on Monday, November 1, 2010, of its cash tender offer relating to a combined maximum tender amount of $250,000,000 in aggregate principal amount of notes pursuant to the previously announced cash tender offer.

"This was a great outcome for CBS, and another key transaction as we reshape our maturity profile and build upon the strength of our financial position," said Joseph Ianniello, Executive Vice President and Chief Financial Officer, CBS Corporation.

According to Deutsche Bank Trust Company Americas, the depositary for the offer, $259,469,000 in aggregate principal amount of notes subject to the cash tender offer were validly tendered and not validly withdrawn before 5:00 p.m. New York City time on Monday, October 18, 2010, the early tender date for the tender offer, and a total of $260,778,000 aggregate principal amount of notes subject to the tender offer were validly tendered and not validly withdrawn before the expiration date for the tender offer, as more fully set forth below.

Aggregate
Acceptance Principal Principal
Title of Priority Amount Amount Percentage of
Security Level Outstanding Tendered Outstanding
Amount Tendered
8.625%
Debentures 1 $206,991,000 $55,100,000 26.62%
due 2012
5.625% Senior
Notes 2 $533,129,000 $205,678,000 38.58%
due 2012
$740,120,000 $260,778,000 35.23%
Aggregate Total Tender
Offer Securities

The $260,778,000 in aggregate principal amount of notes subject to the tender offer that were validly tendered and not validly withdrawn before the expiration date of the tender offer exceeds the combined maximum tender amount of $250,000,000. As a result, in accordance with the acceptance priority levels set forth above, CBS Corporation has accepted for purchase $55,100,000 in aggregate principal amount of 8.625% Debentures due 2012 validly tendered and not validly withdrawn (acceptance priority level one) and $194,900,000 in aggregate principal amount of 5.625% Senior Notes due 2012 validly tendered and not validly withdrawn (acceptance priority level two). The amount of notes accepted for purchase in acceptance priority level two has been prorated by a proration factor of approximately 94.8% in the manner described in the Offer to Purchase dated October 4, 2010.

CBS Corporation expects to make payment for all notes accepted for purchase, including payment of accrued but unpaid interest on the notes, in same-day funds on Wednesday, November 3, 2010.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc., and Wells Fargo Securities, LLC served as dealer managers, Deutsche Bank Trust Company Americas served as depositary and D.F. King & Co., Inc. served as the information agent for the tender offer.

DISCLOSURE NOTICE: 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. A description of risks and uncertainties can be found in CBS Corporation's most recent Annual Report on Form 10-K and in its other public filings and press releases. 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.

SOURCE CBS Corporation

CBS Corporation

CONTACT: Press Contacts: Dana McClintock, +1-212-975-1077, dlmcclintock@cbs.com; Andrea Prochniak, +1-212-975-1942, andrea.prochniak@cbs.com; Investor Relations Contacts: Adam Townsend, +1-212-975-5292, adam.townsend@cbs.com; Jessica Kourakos, +1-212-975-6106, jessica.kourakos@cbs.com

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

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