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Press release from PR Newswire

CBS Corporation Announces the Total Consideration for Its Cash Tender Offer

Monday, October 18, 2010

CBS Corporation Announces the Total Consideration for Its Cash Tender Offer14:43 EDT Monday, October 18, 2010NEW YORK, Oct. 18 /PRNewswire-FirstCall/ -- CBS Corporation (NYSE: CBS.A and CBS) announced today the reference yield and total consideration for each series of notes subject to its previously announced cash tender offer.  The reference yields were determined at 2:00 p.m. New York City time today.  The total consideration for each series of notes is based on the applicable reference yield plus a fixed spread, in each case as set forth in the table below, and is payable to holders of notes subject to the tender offer who validly tender and do not validly withdraw their notes before the early tender date, which is 5:00 p.m., New York City time, today, unless extended.  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, November 3, 2010.Title of SecurityAcceptance Priority LevelReference U.S. Treasury Security Reference YieldFixed Spread (basis points)Tender Offer Consideration per $1,000 Principal Amount of NotesEarlyTenderPremium(1)Total Consideration per $1,000 Principal Amount of Notes(2)8.625% Debenturesdue 201211.750% due August 15, 20120.347%95$1,095.96$30$1,125.965.625% Senior Notesdue 201221.750% due August 15, 20120.347%95$1,046.03$30$1,076.03(1) Per $1,000 principal amount of notes.(2) Total consideration per $1,000 principal amount of notes includes the early tender premium of $30 per $1,000 principal amount of notes.Each series of notes in the tender offer is prioritized in the acceptance priority level set forth above and the amount of notes purchased from the series in the lower acceptance priority level may be prorated as set forth in the Offer to Purchase.The tender offer is scheduled to expire at 12:00 midnight, New York City time, on November 1, 2010, unless extended.  Holders of notes subject to the tender offer who validly tender and do 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, but before the expiration date, 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 tender 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. 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 dated October 4, 2010 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 CorporationCBS 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 CorporationFor further information: Media, Dana McClintock, +1-212-975-1077, dlmcclintock@cbs.com, or Andrea Prochniak, +1-212-975-1942, andrea.prochniak@cbs.com; or Investor Relations, Adam Townsend, +1-212-975-5292, adam.townsend@cbs.com, or Jessica Kourakos, +1-212-975-6106, jessica.kourakos@cbs.com