CBS Corporation Announces Pricing Of Senior Notes Offering By Its Outdoor Subsidiaries
Senior Notes are Part of $1.6 Billion of Total Debit Expected to be Incurred in Connection with the Separation of CBS Outdoor
CBS Corporation (NYSE: CBS.A and CBS) today announced that its CBS Outdoor advertising subsidiaries have priced an $800 million offering of senior unsecured notes in two tranches—$400 million of 5.25% notes due 2022, and $400 million of 5.625% notes due 2024. The notes are being issued as part of the Company's plans to separate the outdoor business, and the offering is expected to close on January 31, 2014, subject to customary closing conditions.
CBS also announced today that the CBS Outdoor subsidiaries have established pricing for an $800 million term loan B facility maturing in 2021, at a rate of LIBOR plus 2.25% with a LIBOR floor of 0.75%. The term loan is expected to be entered into contemporaneously with the issuance of the notes, subject to completion of documentation and customary closing conditions. The Company expects CBS Outdoor to use the net proceeds from both the notes and the term loan to pay CBS as partial consideration for the contribution of the Outdoor business entities. CBS Outdoor will use any remaining net proceeds for corporate purposes and ongoing cash needs. The notes were offered and will be 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 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 notes offering and term loan 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 notes offering and term loan; capital market risks; and the impact of general economic or industry conditions. There can be no assurance that the notes offering and term loan 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.
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. 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.
About CBS Outdoor
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.