CBS Corporation Announces Results to Date of Cash Tender Offer

NEW YORK, April 13 /PRNewswire-FirstCall/ -- CBS Corporation (NYSE: CBS.A and CBS) today announced that, pursuant to its previously announced cash tender offer, $618,425,000 in aggregate principal amount of notes subject to the cash tender offer, including more than $400,000,000 in aggregate principal amount of the 6.625% Senior Notes due 2011, were validly tendered and not validly withdrawn before 5:00 p.m. New York City time on Monday, April 12, 2010, the early tender date for the tender offer, according to information provided by Deutsche Bank Trust Company Americas, the depositary for the tender offer, as more fully set forth below.

The tender offer is scheduled to expire at 12:00 midnight, New York City time, on Monday, April 26, 2010, unless extended.  CBS Corporation will accept for payment only $500,000,000 combined aggregate principal amount of notes.  Since the combined aggregate principal amount of tendered notes exceeds $500,000,000, the notes will be purchased in accordance with the acceptance priority levels set forth above and, in the case of the 6.625% Senior Notes due 2011, will be limited to $400,000,000.  All notes tendered in the tender offer having a higher acceptance priority level will be accepted for purchase before any tendered notes having a lower acceptance priority level are accepted for purchase, except in the case of the 6.625% Senior Notes due 2011 which will only be purchased in a principal amount up to $400,000,000.  Since tenders with respect to the 6.625% Senior Notes due 2011 exceed $400,000,000, the amount of 6.625% Senior Notes due 2011 accepted for purchase will be subject to proration.  Notes of the other series that are in the lower acceptance priority levels accepted for purchase will be limited to $100,000,000 in aggregate principal amount and are subject to proration in accordance with the terms and conditions described in the Offer to Purchase dated March 30, 2010.

Holders of notes subject to the tender offer who validly tendered and did not validly withdraw their notes before the early tender date will receive the total consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of notes tendered by such holders that are accepted for purchase. Holders of notes subject to the tender offer who validly tender their notes after the early tender date and before the expiration date for the tender offer will receive the tender offer consideration, which is the total consideration minus $30.00 per $1,000 principal amount of notes tendered by such holders that are accepted for purchase.  Holders of notes subject to the tender offer who tendered their notes before the early tender date may not withdraw their notes after the early tender date, unless otherwise required by law.  Holders of notes subject to the tender offer who tender their notes after the early tender date may not withdraw their notes, unless otherwise required by law.

In addition to the total consideration or the tender offer consideration, as applicable, accrued interest up to, but not including, the settlement date will be paid in cash on all validly tendered notes accepted in the tender offer.  The settlement will follow promptly after the expiration date and currently is expected to be Wednesday, April 28, 2010.

The terms and conditions of the tender offer, including the conditions of CBS Corporation's obligation to accept the notes tendered and to pay the total consideration or the tender offer consideration, as applicable, plus accrued and unpaid interest, are set forth in the Offer to Purchase and the related Letter of Transmittal.  The tender offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase.

CBS Corporation has retained Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, RBS Securities Inc., BofA Merrill Lynch, and UBS Investment Bank to serve as dealer managers, Deutsche Bank Trust Company Americas to serve as depositary and D.F. King & Co., Inc. to serve as the information agent for the tender offer.

Requests for documents may be directed to D.F. King & Co., Inc. by telephone at 800.659.5550 or in writing at 48 Wall Street, New York, New York 10005.  Questions regarding the tender offer may be directed to any of Deutsche Bank Securities Inc. at 866.627.0391, Morgan Stanley & Co. Incorporated at 800.624.1808, RBS Securities Inc. at 877.297.9832, BofA Merrill Lynch at 888.292.0070, and UBS Investment Bank at 888.719.4210.

This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase.  In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed made on behalf of CBS Corporation by Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, RBS Securities Inc., BofA Merrill Lynch, and UBS Investment Bank, or one or more registered brokers or dealers under the laws of such jurisdiction.

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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