Mar 30 2010

CBS Corporation Announces Cash Tender Offer

Seeks to Purchase $500 Million of Outstanding Notes

CBS Corporation (NYSE: CBS.A and CBS) announced today that it has commenced a cash tender offer for up to $500 million combined aggregate principal amount of specified series of its outstanding debt. The terms and conditions of the tender offer are set forth in an Offer to Purchase dated today.

In the tender offer, CBS Corporation is offering to purchase, under certain conditions, the 6.625% Notes due May 15, 2011, the 8.625% Debentures due August 1, 2012 and the 5.625% Notes due August 15, 2012 (collectively, the “notes”), as listed in the table below. CBS Corporation will accept for purchase the notes in accordance with the acceptance priority level in numerical priority order, with Level 1 being the highest priority level, as set forth in the table below. The aggregate amount of any 6.625% Senior Notes due 2011 to be repurchased will be subject to a maximum purchase sublimit of $400,000,000 as described in the Offer to Purchase. The table below indicates each series of notes included in the tender offer.

Title of Security CUSIP/ISIN Numbers Aggregate Principal Amount Outstanding Acceptance Priority Level Reference U.S. Treasury Security Bloomberg
Reference
Page
Fixed Spread (basis points) Early
Tender
Premium(1)
6.625% Senior Notes
due 2011 (2)
925524AQ3/
US925524AQ39
$950,000,000 1 0.875%
due May 31, 2011
PX4 65 $30
8.625% Debentures
due 2012
960402AQ8/
US960402AQ82
$249,620,000 2 1.750%
due August 15, 2012
PX5 125 $30
5.625% Senior Notes
due 2012
925524AT7/
US925524AT77
$590,500,000 3 1.750%
due August 15, 2012
PX5 120 $30

(1) Per $1,000 principal amount of notes.

(2) CBS Corporation will, in accordance with the terms and conditions described in the Offer to Purchase, purchase up to a maximum principal amount of $400,000,000 of the 6.625% Senior Notes due 2011.

Each series of notes in the tender offer is prioritized and the amounts of each series of notes purchased 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 April 26, 2010, unless extended. Holders of notes subject to the tender offer must validly tender and not validly withdraw their notes before the early tender date, which is 5:00 p.m., New York City time, on April 12, 2010, unless extended, to be eligible to receive the total consideration as described below. Holders of notes subject to the tender offer who validly tender their notes after the early tender 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 total consideration for each $1,000 principal amount of notes tendered and accepted for payment pursuant to the tender offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified for each series of the notes over the yield based on the bid side price of the U.S. Treasury Security specified on the cover page of the Offer to Purchase, as calculated by the dealer managers at 2:00 p.m., New York City time, on April 12, 2010. 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, April 28, 2010.

The tender offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, including, among other things, the consummation by CBS Corporation, no later than the expiration date, of financing arrangements satisfactory to it as described in the Offer to Purchase.

CBS Corporation has retained Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, RBS Securities Inc., BofA Merrill Lynch, and UBS Investment Bank 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 Deutsche Bank Securities Inc. at 866.627.0391, Morgan Stanley & Co. Incorporated at 800.624.1808, RBS Securities Inc. at 877.297.9832, BofA Merrill Lynch at 888.292.0070, and UBS Investment Bank at 888.719.4210.

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 Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, RBS Securities Inc., BofA Merrill Lynch, and UBS Investment Bank, 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’smost recent Annual Report on Form 10-Kandin 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 (NYSE: CBS.A and CBS) 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 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) and motion pictures (CBS Films). For more information, log on to http://www.cbscorporation.com/.

# # #