8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2017

CBS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-09553	04-2949533
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
51 West 52nd Street New York, New York		10019
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 975-4321

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01    Other Events.

On November 13, 2017, CBS Corporation (the “Company”) issued a press release announcing that it planned to offer senior notes in a private offering. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference in this Item 8.01.

On November 13, 2017, the Company issued a press release announcing the pricing of its private offering of $400 million principal amount of 2.900% senior notes due 2023 and $500 million principal amount of 3.700% senior notes due 2028 (collectively, the “senior notes”). A copy of the press release is filed as Exhibit 99.2 to this report and is incorporated by reference in this Item 8.01.

The senior notes will be offered and sold only to qualified institutional buyers in the United States under 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 senior notes have not been registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act and the securities laws of any other applicable jurisdiction. This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, the senior notes, nor shall there be any sale of the senior notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits. The following are filed as exhibits to this report:

Exhibit Number	Description of Exhibit
99.1	Press release of CBS Corporation, dated November 13, 2017, announcing the proposed offering of senior notes
99.2	Press release of CBS Corporation, dated November 13, 2017, announcing the pricing of the offering of senior notes

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CBS CORPORATION (Registrant)
By:	/s/ Joseph R. Ianniello
Name:	Joseph R. Ianniello
Title:	Chief Operating Officer

Date: November 13, 2017

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EX-99.1

     Exhibit 99.1         November 13, 2017  

CBS CORPORATION ANNOUNCES PROPOSED SENIOR NOTES OFFERING

CBS Corporation (NYSE: CBS.A and CBS) today announced plans to offer, subject to market and other conditions, senior notes in a private debt offering.

After deducting fees and expenses related to this offering, CBS intends to use the net proceeds for general corporate purposes, which may include, among other purposes, redemption of long-term indebtedness, discretionary contributions to CBS qualified pension plans, or the repayment of short-term borrowings, including commercial paper.

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 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 jurisdiction.

Disclosure Notice

Certain statements in this release 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: changes in legislation, tax rules or market conditions; other domestic and global economic, business, competitive and/or regulatory factors affecting CBS Corporation’s businesses; the ability to achieve the separation of CBS Corporation’s radio business on the anticipated terms; and other factors described in CBS Corporation’s filings with the SEC including, but not limited to, its most recent Forms 10-K, 10-Q and 8-K. You should not place undue reliance on these forward-looking statements, which apply only as of the time of this news release. Except to the extent required by applicable securities laws, we 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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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. For more information, go to www.cbscorporation.com.

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EX-99.2

Exhibit 99.2

November 13, 2017

CBS CORPORATION PRICES $900 MILLION SENIOR NOTES OFFERING

CBS Corporation (NYSE: CBS.A and CBS) today announced the pricing of a private debt offering of $400 million of 2.900% senior notes due 2023 and $500 million of 3.700% senior notes due 2028. The sale of the notes is expected to close on November 16, 2017, subject to customary closing conditions.

After deducting fees and expenses related to this offering, CBS intends to use the net proceeds to redeem all of the Company’s $500 million outstanding aggregate principal amount of 5.75% senior notes due April 15, 2020. The remaining net proceeds will be used for general corporate purposes, which may include, among other purposes, discretionary contributions to CBS qualified pension plans or the repayment of short-term borrowings, including commercial paper.

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 shall 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 jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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Disclosure Notice

Certain statements in this release 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: changes in legislation, tax rules or market conditions; other domestic and global economic, business, competitive and/or regulatory factors affecting CBS Corporation’s businesses; the ability to achieve the separation of CBS Corporation’s radio business on the anticipated terms; and other factors described in CBS Corporation’s filings with the SEC including, but not limited to, its most recent Forms 10-K, 10-Q and 8-K. You should not place undue reliance on these forward-looking statements, which apply only as of the time of this news release. Except to the extent required by applicable securities laws, we 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. For more information, go to www.cbscorporation.com.

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