CBS Corporation Announces Expiration of Cash Tender Offer

NEW YORK, April 27 /PRNewswire-FirstCall/ -- CBS Corporation (NYSE: CBS.A and CBS) today announced the expiration, as of 12:00 midnight, New York City time, on Monday, April 26, 2010, of its cash tender offer relating to a combined maximum tender amount of $500,000,000 in aggregate principal amount of notes pursuant to the previously announced cash tender offer.

According to Deutsche Bank Trust Company Americas, the depositary for the offer, $618,415,000 in aggregate principal amount of notes subject to the cash tender offer were validly tendered and not validly withdrawn before 5:00 p.m. New York City time on Monday, April 12, 2010, the early tender date for the tender offer, and a total of $642,662,000 aggregate principal amount of notes subject to the tender offer were validly tendered and not validly withdrawn before the expiration date for the tender offer, as more fully set forth below.

The $642,662,000 in aggregate principal amount of notes subject to the tender offer that were validly tendered and not validly withdrawn before the expiration date of the tender offer exceeds the combined maximum tender amount of $500,000,000, and the $441,456,000 in aggregate principal amount of the 6.625% Senior Notes due 2011 that were validly tendered and not validly withdrawn before the expiration date of the tender offer exceeds the maximum purchase sublimit of $400,000,000.  As a result, in accordance with the acceptance priority levels set forth above, CBS Corporation has accepted for purchase $400,000,000 in aggregate principal amount of 6.625% Senior Notes due 2011 validly tendered and not validly withdrawn (acceptance priority level one), $42,629,000 in aggregate principal amount of 8.625% Debentures due 2012 validly tendered and not validly withdrawn (acceptance priority level two), and $57,371,000 in aggregate principal amount of 5.625% Senior Notes due 2012 validly tendered and not validly withdrawn (acceptance priority level three).  The amount of notes accepted for purchase in acceptance priority levels one and three have been prorated by a proration factor of approximately 90.61% and 36.18%, respectively, in the manner described in the Offer to Purchase dated March 30, 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, April 28, 2010.  

Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, RBS Securities Inc., BofA Merrill Lynch, and UBS Investment Bank 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

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