NEW YORK, Oct. 7, 2016 /PRNewswire/ -- CBS
Corporation (NYSE: CBS.A and CBS) today announced that its
radio business, CBS Radio Inc. ("CBS Radio"), has priced an
offering of $400 million in aggregate
principal amount of 7.25% senior unsecured notes due 2024. CBS
also announced that CBS Radio has established pricing for a
$1.06 billion senior secured term
loan B facility maturing in 2023 at an interest rate of LIBOR plus
3.50%, with a LIBOR floor of 1.00%. The $1.46 billion debt financing to be effected
through the issuance of the notes and the borrowing under the term
loan are being made as part of CBS's plans to separate its radio
business.
The offering of the notes is expected to close on October 17, 2016, subject to customary closing
conditions. The term loan is expected to be entered into
contemporaneously with the issuance of the notes, subject to
completion of documentation and customary closing conditions.
CBS expects that substantially all of the net proceeds from both
the notes and the term loan will be distributed to CBS. The
remaining net proceeds not used for such distribution will be used
by CBS Radio for general corporate purposes and ongoing cash
needs.
CBS also announced that CBS Radio is expected to enter into a
$250 million senior secured revolving
credit facility maturing in 2021 simultaneously with the term loan,
subject to the completion of documentation and customary closing
conditions. The revolving facility is expected to be undrawn
at the closing date and will be available to CBS Radio for general
corporate purposes.
The notes will be offered and sold in a private placement to
qualified institutional buyers in the
United States pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"), and to non-U.S. persons
in transactions outside the United
States pursuant to Regulation S under the Securities Act.
The notes to be offered have not been registered under the
Securities Act and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the notes, nor shall there be any
sale of the notes in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or other jurisdiction.
Certain statements in this release, including those relating
to completion of the debt offering and the proposed use of
proceeds, are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. 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: the satisfaction of
customary closing conditions relating to the debt offering; capital
market risks; and the impact of general economic or industry
conditions. There can be no assurance that the proposed debt
offering will be completed on the anticipated terms, or at all. You
should not place undue reliance on these forward-looking
statements, which apply only as of the date of this news release.
We intend these forward-looking statements to speak only as of the
time of this release and 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 Studios International,
CBS Television Distribution, CBS Consumer Products, CBS Home
Entertainment, CBS Interactive, CBS Films, Showtime Networks, CBS
Sports Network, Pop (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
About CBS Radio
CBS RADIO is one of the largest major-market broadcast media
operators in the United States and
the undisputed leader in news and sports radio. Producing original
audio and video content, live events and exclusive programming
broadcast via on-air, online and mobile platforms, CBS RADIO
reaches more than 72 million consumers nationwide each week. As a
part of CBS Corporation, the division owns 117 radio stations in 26
markets – including all of the top 10 as ranked by Nielsen Audio –
as well as an extensive array of digital assets. CBS RADIO
distributes its programming via AM, FM and HD Radio stations,
Radio.com and CBS Local Digital Media apps, making engaging with
audiences easier than ever before. For more information on CBS
RADIO, please visit www.cbsradio.com.
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SOURCE CBS Corporation