CBS Declares Dividend, Gives Final CBS Radio Share Exchange Value

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CBS Corp. started the day mired in a potentially ugly battle with DISH Network, which this morning pulled the plug on CBS O&Os, several affiliates of The CW and 3 MVPD-distributed networks due to a bitter retransmission dispute.


But, that’s not the only new news involving CBS. Its Board of Directors just declared a healthy quarterly dividend, as the final numbers for the CBS Radio share exchange were released. That went well: the share exchange offer was oversubscribed.

For shareholders of record on Dec. 11, CBS will pay a quarterly dividend on the company’s stock of 18 cents per share. The dividend is payable on Jan. 1, 2018.

The announcement came after CBS shared the final results of its offer to shareholders to exchange their issued and outstanding shares of CBS Class B common stock for shares of CBS Radio. The exchange was expressly tied to the spin-off of CBS Radio and subsequent merger with Entercom through a tax-free Reverse Morris Trust merger.

Under the terms of the offer, 5.6796 shares of CBS Radio common stock were exchanged for each share of CBS Class B common stock accepted in the offer.

CBS accepted 17,854,689 of the tendered shares in exchange for 101,407,494 shares of CBS Radio common stock, which were immediately converted into the right to receive an equal number of whole shares of Entercom Class A common stock (with cash in lieu of fractional shares) upon completion of the merger, which closed on Friday (11/17).

Because the exchange offer was oversubscribed, CBS accepted tendered shares of CBS Class B common stock on a pro rata basis in proportion to the total number of shares validly tendered and accepted for exchange. Shareholders who owned fewer than 100 shares of CBS Class B common stock, or an “odd lot” of such shares, and who validly tendered all of their shares, were not subject to proration in accordance with the terms of the exchange offer.

The final proration factor of approximately 10.3721% was applied to all other shares of CBS Class B common stock that were validly tendered and not validly withdrawn to determine the number of such shares that were accepted from each tendering shareholder.

Based on the final count by the exchange agent Wells Fargo Bank, the final results of the exchange offer are as follows:

Total number of shares of CBS Class B common stock validly tendered

and not validly withdrawn:                                              

161,855,335

   

Shares tendered and not validly withdrawn that were subject to proration: 

160,664,993

   

“Odd-lot” shares tendered that were not subject to proration:          

1,190,342

   

Total number of shares of CBS Class B common stock
accepted:                                                                        

17,854,689


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