#Canada #Toronto #Thomson Reuters #Financial Services #Debt Exchange

Thomson Reuters Initiates Debt Exchange Offers

Toronto, February 11, 2025 - Thomson Reuters Corporation (TSX/NYSE: TRI), a major player in global content and technology, has announced the commencement of a strategic move involving debt exchange offers designed to enhance its capital structure. The goal is to better align revenue generation capabilities with the company's liabilities.

With a total of five series of Old Notes valued to be exchanged, Thomson Reuters is offering bondholders a chance to refine their investment portfolio. The new notes will be issued by TR Finance LLC, an indirect wholly owned U.S. subsidiary of TRC, thereby ensuring that the terms regarding interest rates, maturity dates, and other financial stipulations for the New Notes correspond closely with those of the Old Notes.

Details of the Offer

Holders of the Old Notes can exchange their current securities for new ones that retain the same interest payment schedules and maturity dates. The exchange considerations and consent solicitation fees are clearly laid out in the table provided. For instance, holders who submit their Old Notes by the Early Tender Date of February 25, 2025, will get $1,000 in New Notes for every $1,000 of Old Notes, in addition to a $2.50 cash fee for their consent to certain proposed amendments.

Proposed Amendments

Alongside the exchange offers, Thomson Reuters is soliciting consents from the holders of the Old Notes to make amendments to certain covenants and reporting requirements within the indenture governing these notes. If approved, these amendments will result in fewer restrictions, benefiting the company in terms of operational flexibility but offering less protective measures for bondholders. To adopt these changes for any series of Old Notes, a majority consent from holders is required, compelling them to exchange their notes to participate.

Timeline and Additional Information

The exchange offers commenced on February 11, 2025, and will run until 5:00 p.m. EST on March 17, 2025, unless extended. Notably, bondholders can withdraw their tender options until the expiration deadline, but doing so may forfeit their right to the total consideration and inducement fees if they do not re-tender prior to the Early Tender Time.

In connection with this initiative, overall interest payments will remain unaffected; old notes will continue to accrue interest until the settlement date of the exchange offers, ensuring that existing bondholders do not lose out during the transition.

Market Response

Thomson Reuters emphasizes that this restructuring effort is pivotal in optimizing its capital program, aligning with its commitment to maintaining financial health for continued growth in the legal, tax, accounting, compliance, and media sectors. As one of the leading information services firms, this move is expected to bolster its business operations by creating a more favorable debt environment.

In a statement from the company, they reiterated their dedication to providing essential content and technology solutions that empower professionals and organizations globally.

For further details regarding the exchange offers, bondholders are encouraged to consult the offering documents, available freely on SEDAR+ and EDGAR, platforms that store Canadian and U.S. regulatory documents.

Conclusion

As Thomson Reuters embarks on this important financial strategy, stakeholders and market participants will be observing closely its impact on the company's overall position in the marketplace. With robust backing from subsidiary guarantees and optimized debt structure, the outlook for Thomson Reuters appears positive, aiming for sustained success and leadership in their respective sectors.