CBS Corporation (NYSE: CBS.A and CBS) today announced the launch of its tender offer to purchase for cash any and all of four tranches of notes. This includes the 8.875% senior notes due 2019, the 7.875% debentures due 2023, the 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”).
The tender offer will expire at 5:00 p.m., New York City time, on August 18, 2014, unless extended or terminated earlier by the Company. The terms and conditions of the tender offer are set forth in an Offer to Purchase dated August 11, 2014, and a related Letter of Transmittal, which together constitute the “Offer.”
The following table indicates each series of Notes included in the tender offer:
The consideration for each $1,000 principal amount of Securities validly tendered and accepted for payment will be determined in the manner described in the Offer to Purchase by adding the applicable fixed spread specified on the front cover of the Offer to Purchase to the yield based on the bid-side price of the applicable U.S. Treasury Security specified on the front cover of the Offer to Purchase, as calculated by the dealer managers at 2:00 p.m., New York City time, on August 18, 2014. In addition to the tender offer consideration, 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 is currently expected to be August 20, 2014.
As described in the Offer to Purchase, tendered Notes may be withdrawn on or before the expiration, but may not be withdrawn after the expiration. Withdrawn Notes may be re-tendered at any time prior to the expiration.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 any minimum amount of Notes being tendered. CBS may amend, extend or, subject to certain conditions, terminate the Offer at any time.
BofA Merrill Lynch, Credit Suisse Securities (USA) LLC, and Deutsche Bank Securities Inc. are acting as dealer managers for the offer. D.F. King & Co., Inc. is serving as the depositary and information agent for the offer.
Requests for documents may be directed to D.F. King & Co, Inc. by telephone at (800) 549-6697, by email at firstname.lastname@example.org, or in writing at 48 Wall Street, 22nd Floor, New York, NY 10005. 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. 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, or the depositary and the information agent is making any recommendation as to whether or not holders should tender their Notes in connection with the Offer.
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. CBS Corporation cautions that these forward-looking statements include the risk that the Offer may not be completed for various reasons, including the failure to satisfy the conditions to the Offer. 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.