1. Thomson Reuters initiates exchange offers for Old Notes to optimize capital structure. 2. New Notes will have the same terms and are fully guaranteed by TRC. 3. Proposed Amendments may reduce protective terms for Old Note holders. 4. Offers start from February 11, 2025, and expire on March 17, 2025. 5. This move allows existing holders to tender Old Notes for New Notes.
Optimizing capital structure indicates proactive financial management, enhancing investor confidence. Past similar actions have led to positive price movements.
This exchange offer could alter investor sentiment significantly and attract attention. The structured offer and guarantees enhance TRI's stability.
Initial effects will be seen as the offer period concludes. Market reactions will likely be immediate based on the results.
a global content and technology company, announced today that it has commenced offers to exchange all validly tendered and accepted notes of Thomson Reuters Corporation, an Ontario corporation ("TRC"), of the series described below (the "Old Notes") for new notes (the "New Notes") to be issued by TR Finance LLC ("TR Finance"), an indirect 100% owned U.S. subsidiary of TRC, having the same interest rate, interest payment dates, maturity date and optional redemption date as the applicable exchanged series of Old Notes. The New Notes will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest by TRC as well as West Publishing Corporation, Thomson Reuters Applications Inc. and Thomson Reuters (Tax & Accounting) Inc., each of which is an indirect 100% owned U.S. subsidiary of TRC (together, the "Subsidiary Guarantors").
TRC is making the exchange offers to optimize the Thomson Reuters group capital structure and align revenue generation to indebtedness and give existing holders of Old Notes the option to receive notes issued by TR Finance with the same financial terms and substantially similar covenants as the applicable series of Old Notes.
| In respect of Old Notes tendered at or prior to the Early Tender Time (1)(2) | In respect of Old Notes tendered after the Early Tender Time and prior to the Expiration Time (1)(2) |
|---|---|
| Exchange Consideration (1)(2) | Exchange Consideration (1)(2) |
| Consent Solicitation Fee | Consent Solicitation Fee |
In connection with the exchange offers, TRC is also soliciting consents from holders of the Old Notes to amend (the "Proposed Amendments") the indenture and the applicable supplemental indentures governing the Old Notes (the "TRC Indenture"), including certain covenants and related definitions, to modify or eliminate certain reporting requirements, restrictive covenants and events of default.
If the Proposed Amendments are adopted with respect to a particular series of Old Notes, the notes of that series will have fewer restrictive terms and afford reduced protection to the holders of those notes compared to those currently applicable to the Old Notes or those that will be applicable to the newly issued New Notes.
In order for the Proposed Amendments to be adopted with respect to a series of Old Notes, holders of not less than a majority of the aggregate principal amount of the outstanding Old Notes of that series must consent. Holders may not consent to the Proposed Amendments without tendering their Old Notes in the applicable exchange offer and may not tender their Old Notes for exchange without consenting to the applicable Proposed Amendments. By tendering Old Notes for exchange, holders will be deemed to have validly delivered their consent to the Proposed Amendments with respect to that specific series.
The exchange offers and consent solicitations commenced on February 11, 2025 and will expire at 5:00 p.m., New York City time, on March 17, 2025 (as extended or otherwise, the "Expiration Time").
For a holder who validly tenders their Old Notes before the Early Tender Time, it may validly withdraw its tenders in respect of such Old Notes at any time prior to the Expiration Time, but such holder will not receive the Total Consideration and the Consent Solicitation Fee unless such holder validly re-tenders such notes before the Early Tender Time.
The lead dealer manager and solicitation agent for the exchange offers and consent solicitations is:
J.P. MORGAN
383 Madison Avenue
New York, New York 10179
Attention: Liability Management Group
Telephone (Toll-Free): (866) 834-4666
Telephone (Direct): (212) 834-3424
The exchange agent and information agent for the exchange offers and consent solicitations (the "Exchange Agent and Information Agent") is:
D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Toll Free: (888) 644-6071
Banks and Brokers Call: (212) 269-5550
Email: info@dfking.com
The exchange offers and the consent solicitations are being made pursuant to the terms and conditions set forth in TR Finance's preliminary short form prospectus, dated February 11, 2025.
All amounts referenced herein, including the consideration for the New Notes, are in U.S. dollars. Dates and times are subject to extension.
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