CBS Corporation Announces Commencement of Exchange Offer for 2.900% Senior Notes Due 2023 and 3.700% Senior Notes Due 2028

Nov 09 2018

CBS Corporation (NYSE: CBS.A and CBS) today announced the commencement of its offer to exchange outstanding unregistered senior notes for an equal principal amount of new registered senior notes with substantially the same terms. Under the exchange offer, the Company is offering to exchange up to:

$400,000,000 aggregate principal amount of the Company's 2.900% Senior Notes due 2023 (the 2023 Exchange Notes ), which have been registered under the Securities Act of 1933, as amended (the Securities Act ), for an equal amount of its outstanding 2.900% Senior Notes due 2023 (the 2023 Original Notes ); and

$500,000,000 aggregate principal amount of the Company's 3.700% Senior Notes due 2028 (the 2028 Exchange Notes and, together with the 2023 Exchange Notes, the Exchange Notes ), which have been registered under the Securities Act, for an equal amount of its outstanding 3.700% Senior Notes due 2028 (the 2028 Original Notes and, together with the 2023 Original Notes, the Original Notes ).

The Company will accept for exchange any and all Original Notes validly tendered and not validly withdrawn prior to the expiration of the exchange offer at 5:00 p.m. New York City time, on December 12, 2018, unless the exchange offer is extended or terminated.

The terms of the Exchange Notes will be substantially the same as the terms of the Original Notes, except that the offer of the Exchange Notes is registered under the Securities Act, the Exchange Notes will bear a different CUSIP number from the Original Notes of the same series, and the transfer restrictions, registration rights and related additional interest terms applicable to the Original Notes will not apply to the Exchange Notes. This exchange offer is being made in accordance with the registration rights agreement entered into with the initial purchasers of the Original Notes.

The terms of the exchange offer and other information relating to the Company are set forth in a prospectus dated November 9, 2018 which has been filed with the Securities and Exchange Commission. The written prospectus providing the terms of the exchange offer may be obtained from Deutsche Bank Trust Company Americas, which is serving as the exchange agent for the exchange offer. Deutsche Bank Trust Company Americas can be contacted at:

By Registered or Certified Mail,

Overnight Delivery, Courier or

Electronic Mail:

DB Services Americas, Inc.

MS: JCK01-0218

Attention: Reorg. Department

5022 Gate Parkway, Suite 200

Jacksonville, FL 32256

DB.Reorg@db.com

By Facsimile Transmission:

(615) 866-3889

To Confirm by Telephone:

(877) 843-9767

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Exchange Notes or any other security, nor shall there be any offer or sale of the Exchange Notes in any state or jurisdiction in which such offer or sale is not permitted.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this news release are forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are not based on historical facts, but rather reflect the Company's current expectations concerning future results and events. These forward-looking statements involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause the actual results, performance or achievements of the Company to be different from any future results, performance or achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others: 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 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. We expressly disclaim any obligation to update any forward-looking statement to reflect subsequent events or circumstances, except as otherwise required by applicable law or the rules and regulations promulgated by the SEC.

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. For more information, go to www.cbscorporation.com.

* * *

Press Contacts:

Dana McClintock (212) 975-1077 dlmcclintock@cbs.com

Kelli Raftery (212) 975-3161 kelli.raftery@cbs.com

Investor Contacts:

David Bank (212) 975-6106 david.bank@cbs.com

Posted in Featured News, Press Release

LINK:	https://www.cbscorporation.com/cbs-corporation-announces-commencement-...
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