NEW YORK, Oct. 19 /PRNewswire-FirstCall/ -- CBS Corporation
(NYSE: CBS.A and CBS) today announced that, pursuant to its
previously announced cash tender offer, $259,469,000 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not validly withdrawn before 5:00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, October 18, 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.
|
|
Title of
Security
|
Acceptance
Priority
Level
|
Aggregate
Principal Amount
Outstanding
|
Principal
Amount
Tendered
|
Percentage
of Outstanding
Amount Tendered
|
|
8.625%
Debentures
due 2012
|
1
|
$206,991,000
|
$54,777,000
|
26.46%
|
|
5.625%
Senior Notes
due 2012
|
2
|
$533,129,000
|
$204,692,000
|
38.39%
|
|
Aggregate
Total Tender Offer Securities
|
$740,120,000
|
$259,469,000
|
35.06%
|
|
|
|
|
|
|
The tender offer is scheduled to expire at 12:00 midnight,
New York City time, on
Monday, November 1, 2010, unless
extended. CBS Corporation will accept for payment only
$250,000,000 combined aggregate
principal amount of notes. Since the combined aggregate
principal amount of tendered notes exceeds $250,000,000, the notes will be purchased in
accordance with the acceptance priority levels set forth above.
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. Notes of the series that are in the
lower acceptance priority level accepted for purchase are subject
to proration in accordance with the terms and conditions described
in the Offer to Purchase dated October 4,
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, November 3,
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 Citigroup Global Markets Inc.,
Credit Suisse Securities (USA)
LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co., Mitsubishi UFJ Securities
(USA), Inc., and Wells Fargo
Securities, LLC 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
888.567.1626 or in writing at 48 Wall Street, New York, New York 10005. Questions
regarding the tender offer may be directed to any of Citigroup
Global Markets Inc. at 800.558.3745, Credit Suisse Securities
(USA) LLC at 800.820.1653, J.P.
Morgan Securities LLC at 866.834.4666, Morgan Stanley & Co.
Incorporated at 800.624.1808, Goldman, Sachs & Co. at
800.828.3182, Mitsubishi UFJ Securities (USA), Inc. at 877.649.6848 and Wells Fargo
Securities, LLC at 866.309.6316.
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 Citigroup Global Markets Inc.,
Credit Suisse Securities (USA)
LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co., Mitsubishi UFJ Securities
(USA), Inc. and Wells Fargo
Securities, LLC, 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.
About CBS Corporation
CBS Corporation is a mass media company with constituent parts
that reach back to the beginnings of the broadcast industry, as
well as newer businesses that operate on the leading edge of the
media industry. The Company, through its many and varied
operations, combines broad reach with well-positioned local
businesses, all of which provide it with an extensive distribution
network by which it serves audiences and advertisers in all 50
states and key international markets. It has operations in
virtually every field of media and entertainment, including
broadcast television (CBS and The CW -- a joint venture between CBS
Corporation and Warner Bros. Entertainment), cable television
(Showtime Networks, Smithsonian Networks and CBS College Sports
Network), local television (CBS Television Stations), television
production and syndication (CBS Television Studios, CBS Studios
International and CBS Television Distribution), radio (CBS Radio),
advertising on out-of-home media (CBS Outdoor), publishing (Simon
& Schuster), interactive media (CBS Interactive), music (CBS
Records), licensing and merchandising (CBS Consumer Products),
video/DVD (CBS Home Entertainment), motion pictures (CBS Films) and
sustainable media (EcoMedia). For more information, log on to
www.cbscorporation.com.
SOURCE CBS Corporation
Copyright . 19 PR Newswire