CBS begins cash tender offer for $250 million of 8.625%, 5.625% notes

By Marisa Wong

Madison, Wis., Oct. 4 - CBS Corp. announced that it has started a cash tender offer for up to $250 million combined principle amount of its $206,991,000 outstanding 8.625% debentures due Aug. 1, 2012 and its $533,129,000 outstanding 5.625% notes due Aug. 15, 2012.

The offer is scheduled to expire at midnight ET on Nov. 1.

Holders who tender their notes on or before 5 p.m. ET on Oct. 18, the early tender date, are eligible to receive the total consideration per $1,000 principal amount of notes, which includes an early tender premium of $30.

Holders who tender their notes after the early tender date but before the expiration time will receive the tender offer consideration per $1,000 of notes, which is equal to the total consideration minus the early tender premium.

The total consideration will be based on a fixed spread - 95 basis points for each series of notes - over the yield based on the bid side price of the U.S. Treasury security - 1.75% securities due Aug. 15, 2012 for each series of notes - as calculated by the dealer managers at 2 p.m. ET on Oct. 18.

The company will also pay accrued interest up to, but not including, the settlement date on all tendered notes accepted in the offer.

The amounts of each series of notes that are purchased in the tender offer will be determined by priority. Notes of the series in the lower acceptance priority level, the 5.625% notes, accepted for purchase may be subject to proration, so that the company will only accept for purchase notes up to a combined principal amount of $250 million.

Settlement will follow promptly after the expiration date and is expected to be Nov. 3.

The tender offer is not conditioned on any minimum amount of notes being tendered, and the tender offer may be amended, extended or terminated.

Citigroup Global Markets Inc. (800 558-3745), Credit Suisse Securities (USA) LLC (800 820-1653), J.P. Morgan Securities LLC (866 834-4666), Morgan Stanley & Co. Inc. (800 624-1808), Goldman, Sachs & Co. (800 828-3182), Mitsubishi UFJ Securities (USA), Inc. (877 649-6848) and Wells Fargo Securities, LLC (866 309-6316) are the dealer managers for the offer. Deutsche Bank Trust Co. Americas is the depositary, and D.F. King & Co., Inc. (888 567-1626) is the information agent.

The mass media company is based in New York.

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