CBS Corporation Announces Proposed Debt Offering By Subsidiaries In Connection With The Separation Of Its Outdoor Advertising Business

NEW YORK, Jan. 7, 2014 /PRNewswire/ -- CBS Corporation (NYSE: CBS.A and CBS) today announced that in connection with its previously announced intention to separate its outdoor advertising business ("CBS Outdoor"), two subsidiaries of CBS Outdoor plan to offer, subject to market and other conditions, $800 million of senior unsecured notes.

CBS expects that the net proceeds from the notes—as well as an $800 million term loan expected to be entered into by the subsidiaries—will primarily be paid by CBS Outdoor to CBS in partial consideration for the contribution of the business entities comprising the Outdoor operating segment. The remaining net proceeds not used for such payments will be used by CBS Outdoor for corporate purposes and ongoing cash needs.

The notes will be offered and sold in a private placement to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The notes to be offered have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall there be any sale of the notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

Certain statements in this release, including those relating to completion of the debt offerings and the proposed use of proceeds, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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. Important factors that could cause actual results to differ materially from our expectations include, without limitation: the satisfaction of customary closing conditions relating to the debt offerings; capital market risks; and the impact of general economic or industry conditions. There can be no assurance that the proposed debt offerings will be completed on the anticipated terms, or at all. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this news release. We intend these forward-looking statements to speak only as of the time of this release and do not undertake any obligation to update any forward-looking statements contained in this release as a result of new information or future events or developments.

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. The Company has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate on the leading edge of media. CBS owns the most-watched television network in the U.S. and one of the world's largest libraries of entertainment content, making its brand – "the Eye" – one of the most recognized in business. The Company's operations span virtually every field of media and entertainment, including cable, publishing, radio, local TV, film, outdoor advertising, and interactive and socially responsible media. CBS's businesses include CBS Television Network, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), Showtime Networks, CBS Sports Network, TVGN (a joint venture between CBS Corporation and Lionsgate), Smithsonian Networks, Simon & Schuster, CBS Television Stations, CBS Radio, CBS Outdoor, CBS Television Studios, CBS Global Distribution Group (CBS Studios International and CBS Television Distribution), CBS Interactive, CBS Consumer Products, CBS Home Entertainment, CBS Films and CBS EcoMedia. For more information, go to www.cbscorporation.com.

CBS Outdoor is one of the largest out-of-home media companies in the Americas and has a major presence throughout the United States, Canada, Mexico and South America. With both traditional outdoor (billboard and transit) advertising properties and a network of digital displays and mobile offerings, CBS Outdoor gives advertisers both breadth and depth of coverage across vast geographies, as well as immersive ways to connect with advertisers. For more information, visit www.cbsoutdoor.com.

SOURCE CBS Corporation



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