CBS CORPORATION (NYSE:CBS) Files An 8-K Entry into a Material Definitive Agreement

CBS CORPORATION (NYSE:CBS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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The information set forth in Item 1.01 of this report is incorporated by reference in this Item 1.01.

Upon the closing on November16, 2017 of the sale of the senior notes described in Item 1.01 of this report, the Company became obligated as issuer and CBS Operations became obligated as guarantor on $900million aggregate principal amount of unsecured senior indebtedness.

The Indenture contains customary events of default, including, with specified exceptions and qualifications, the following events: the failure to pay the principal of any senior note when due and payable at its stated maturity or upon acceleration, redemption or otherwise; the failure to make payment of interest on any senior note within 30 days of its due date; a default in the performance of or breaches of other provisions of the Indenture; and certain events of bankruptcy, insolvency or reorganization relating to the Company or CBS Operations. If an event of default has occurred, the trustee under the Indenture or the holders of at least 25% in principal amount of the senior notes of the affected series may declare the entire unpaid principal amount of and all the accrued interest on the senior notes of that series to be due and immediately payable. There is no action on the part of the trustee or any holder of senior notes required for such a declaration if the event of default is an event of bankruptcy, insolvency or reorganization.

Item 1.01 Financial Statements and Exhibits.
(d) Exhibits. The following documents are hereby filed as exhibits to this report:



Description of Exhibit

4.1 Indenture, dated as of November16, 2017, among CBS Corporation, CBS Operations Inc. and Deutsche Bank Trust Company Americas.
4.2 Form of Note for the senior notes due 2023.
4.3 Form of Note for the senior notes due 2028.
4.4 Form of Guarantee of CBS Operations Inc.
4.5 Registration Rights Agreement, dated as of November 16, 2017, among CBS Corporation, CBS Operations Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and RBC Capital Markets, LLC.


CBS CORP Exhibit
EX-4.1 2 d494333dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 CBS CORPORATION,…
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CBS Corporation is a mass media company. The Company’s segments include Entertainment, Cable Networks, Publishing and Local Broadcasting. Its Entertainment segment is composed of the CBS Television Network; CBS Television Studios; CBS Global Distribution Group (composed of CBS Studios International and CBS Television Distribution); CBS Interactive, and CBS Films. The Company’s Cable Networks segment is composed of Showtime Networks; CBS Sports Network, and Smithsonian Networks. The Publishing segment is composed of Simon & Schuster, which publishes and distributes consumer books under imprints, such as Simon & Schuster, Pocket Books, Scribner, Gallery Books, Touchstone and Atria Books. The Local Broadcasting segment is composed of CBS Television Stations, its approximately 30 owned broadcast television stations, and CBS Radio, through which it owns and operates radio stations in the United States markets. It operates businesses, which span the media and entertainment industries.

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