#Canada #Toronto #Thomson Reuters #Exchange Offers #New Notes

Thomson Reuters Finalizes Exchange Offers

Thomson Reuters Corporation (TSX/Nasdaq: TRI), a leading global content and technology entity, has officially announced the completion of its exchange offers and related consent solicitations regarding its notes. As of March 17, 2025, the company's significant initiative yielded a remarkable response from noteholders, paving the way for a new financial structure aimed at optimizing capital management and debt alignment.

Key Highlights of the Exchange Offers

The exchange offers, which expired at 5:00 PM New York City time on March 17, outlined the exchange of certain series of outstanding notes, referred to as "Old Notes," for newly issued notes, known as "New Notes." This strategic maneuver not only seeks to align Thomson Reuters' debt obligations with revenue generation but also provides existing noteholders an advantageous option to transition to the new financial instruments.

The results of the exchange offers indicated a strong engagement from investors, with significant tender rates across various series of Old Notes:

• - 3.350% Notes due 2026: $440,886,000 or 88.18%
• - 5.850% Notes due 2040: $453,011,000 or 90.60%
• - 4.500% Notes due 2043: $84,325,000 or 70.83%
• - 5.650% Notes due 2043: $336,869,000 or 96.25%
• - 5.500% Debentures due 2035: $373,209,000 or 93.30%

These figures not only showcase the favorability of the new terms offered but also reinforce investors' trust in Thomson Reuters' strategic direction. The firm anticipates that the settlement date for the exchanged offers will occur around March 20, 2025.

Strategic Intent

Thomson Reuters embarked on this critical trading initiative with the goal of optimizing its capital structure while enhancing alignment between its obligations and revenue capabilities. The decision to proceed with these exchanges reflects the company's commitment to bolster its financial foundation, providing a better position for future growth and operational efficiency.

Additionally, the New Notes will come with guarantees from Thomson Reuters and its wholly-owned subsidiaries, thereby ensuring a level of security that is favorable to investors.

Looking Ahead: New Base Shelf Prospectus

As part of the ongoing strategic updates following the exchange offers, Thomson Reuters plans to file a new base shelf prospectus. This step will supersede the previous prospectus dated June 18, 2024. The new document will incorporate updates, including the guarantees for the Old Notes still outstanding after the exchange.

Moreover, the initiative allows Thomson Reuters to maintain compliance with SEC regulations and to provide clear and concise information to investors concerned about the new offerings.

Final Thoughts

As Thomson Reuters looks forward, its combination of robust participation in the exchange offers and the forthcoming prospectus filing highlights the company's proactive stance towards financial management. Executives believe this path not only addresses current market conditions but also positions the company favorably for prospective challenges and opportunities.

For those interested in further details regarding the exchange offers and the related documents, Thomson Reuters encourages access to the short form prospectus, accessible through SEDAR+ and EDGAR platforms. This comprehensive approach to financial transparency aligns with the overall mission of the company: to inform and empower around the globe effectively.

Overall, this strategic financial restructuring, underscored by the exchange offers, solidifies Thomson Reuters' commitment to maintaining a robust capital structure that supports its ambitious goals and operational execution.