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CBS Proposes $1.46 Billion Debt Financing For Radio Spinoff

CBS Radio Corporation Debt Spinoff Les Moonves ViacomCBS Corporation has announced that as part of its planned divestiture of CBS Radio it will offer $460 million of unsecured notes and a $1 billion senior secured term loan.

As first reported by Reuters last Friday, the debt load will be used to pay off CBS Corporation to lessen its contributions. With increased likelihood that National Amusements will petition for CBS Corporation to remerge with Viacom under CBS CEO Les Moonves, the increased debt load on CBS would make the deal more palpable for stockholders.

CBS Corporation (NYSE: CBS.A and CBS) today announced that in connection with its previously announced intention to separate its radio business, CBS Radio Inc. (“CBS Radio”) plans to offer $460 million of senior unsecured notes and to enter into a $1 billion senior secured term loan, in each case, subject to market and other conditions.

CBS expects that substantially all of the net proceeds from both the notes offering and the term loan will be distributed to CBS. The remaining net proceeds not used for such distribution will be used by CBS Radio for general 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 offering 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 offering; capital market risks; and the impact of general economic or industry conditions. There can be no assurance that the proposed debt offering 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.

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Lance Venta is the Owner and Publisher of RadioInsight.com and a consultant for RadioBB Networks specializing in integration of radio and the internet. Lance has two decades of experience tracking the audio industry and its use of digital platforms.

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