CBS Corporation (NYSE: CBS.A and CBS) today announced the expiration of its previously announced tender offer to purchase for cash any and all of four tranches of notes as of 5:00 p.m., New York City time, on Monday, August 18, 2014. This includes its 8.875% senior notes due 2019, 7.875% debentures due 2023, 7.875% senior debentures due 2030, and the 7.125% senior notes due 2023 of CBS Broadcasting Inc., a wholly owned subsidiary of CBS Corporation (collectively the “Notes”).
According to D.F. King & Co., Inc., the depositary and information agent for the offer, the aggregate principal amounts of the Notes specified in the following table were validly tendered and not validly withdrawn before the expiration time, which was 5:00 p.m., New York City time, on Monday, August 18, 2014. In addition, D.F. King & Co. advised CBS that as of the expiration time, the aggregate principal amount of each series of Notes tendered and not withdrawn prior to the expiration time represented the percentages of the Notes outstanding as specified in the following table:
Description of Securities
Outstanding Principal Amount
Principal Amount Tendered
Percentage of Principal Amount Tendered
8.875% Senior Notes due May 15, 2019
7.875% Debentures due September 1, 2023
7.875% Senior Debentures due July 30, 2030
7.125% Senior Notes due November 1, 2023
CBS Broadcasting Inc.
Aggregate Total Tender Offer Securities
As seen in the preceding table, CBS has accepted for purchase $802,510,000 in aggregate total tender offer securities, which represents 37.74% of the aggregate outstanding principal amount of $2,126,453,000 of Notes. All payments for Notes purchased in the tender offer will also include accrued and unpaid interest on the principal amount tendered up to, but not including, the tender offer settlement date, which is currently expected to be Wednesday, August 20, 2014.
BofA Merrill Lynch, Credit Suisse Securities (USA) LLC, and Deutsche Bank Securities Inc. acted as dealer managers for the offer. D.F. King & Co., Inc. served as the depositary and information agent for the offer. Questions regarding the tender offer may be directed to BofA Merrill Lynch at (888) 292-0070 (U.S. toll free) or (980) 387-3907 (collect); Credit Suisse Securities (USA) LLC at (800) 820-1653 (U.S. toll free) or (212) 538-2147 (collect); or Deutsche Bank Securities Inc. at (866) 627-0391 (U.S. toll free) or (212) 250-2955 (collect).
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell with respect to any securities.
All statements in this release other than statements of historical fact are, or may be deemed to be, "forward-looking" statements, and reflect CBS Corporation’s current expectations concerning future results and events. 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. Important factors that could cause actual results to differ materially from our expectations include, without limitation: changes in legislation, tax rules or market conditions; other domestic and global economic, business, competitive and/or regulatory factors affecting CBS Corporation’s businesses; and other factors described in CBS Corporation’s news releases and filings with the SEC including, but not limited to, its most recent Forms 10-K, 10-Q and 8-K. You should not place undue reliance on these forward-looking statements, which apply only as of the time of this news release. Except to the extent required by applicable securities laws, we do not undertake any obligation to update any forward-looking statements contained in this release as a result of new information or future events or developments.
About CBS Corporation
CBS Corporation (NYSE: CBS.A and CBS) is a mass media company that creates and distributes industry-leading content across a variety of platforms to audiences around the world. The Company has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate on the leading edge of media. CBS owns the most-watched television network in the U.S. and one of the world’s largest libraries of entertainment content, making its brand —“the Eye” — one of the most recognized in business. The Company’s operations span virtually every field of media and entertainment, including cable, publishing, radio, local TV, film, and interactive and socially responsible media. CBS’s businesses include CBS Television Network, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), CBS Television Studios, CBS Global Distribution Group (CBS Studios International and CBS Television Distribution), CBS Consumer Products, CBS Home Entertainment, CBS Films, CBS Interactive, Showtime Networks, CBS Sports Network, TVGN (a joint venture between CBS Corporation and Lionsgate), Smithsonian Networks, Simon & Schuster, CBS Television Stations, CBS Radio and CBS EcoMedia. For more information, go to www.cbscorporation.com.