#Canada #Toronto #Thomson Reuters #Debt Exchange #TR Finance

Thomson Reuters Files Final Prospectus for Debt Exchange Offers

In a significant development, Thomson Reuters Corporation, a global leader in content and technology, has announced the filing of a final prospectus concerning debt exchange offers and consent solicitations for its existing noteholders. The announcement was made public on March 10, 2025, revealing that TR Finance LLC, a fully owned U.S. subsidiary of Thomson Reuters, is at the forefront of this process.

The primary aim of the debt exchange offers is to enhance the company’s capital structure while aligning its revenue generation with existing indebtedness. The process will allow current holders of old notes—referred to as “Old Notes”—to exchange them for new notes, referred to as “New Notes.” This exchange intends to offer noteholders a similar financial composition while reducing the restrictive terms around their investment through proposed amendments to the indentures governing these notes.

Key Details of the Prospectus

The final prospectus detailed the terms of the exchange offers, explicitly stating that TRC is ready to accept all validly tendered Old Notes, provided they are not withdrawn. The new notes will maintain the same financial terms and covenants as their predecessors, ensuring a seamless transition for investors.

Thomson Reuters has earmarked March 20, 2025, as the tentative settlement date for the exchange, assuming that all stipulated conditions are met before the completion of the offers. To facilitate consent for necessary amendments, the company is also seeking approval from noteholders for certain adjustments to the indentures governing the Old Notes. This entails modifications that could potentially relax existing reporting requirements and other covenants that previously provided specific protections to investors.

Consent Solicitation

In conjunction with the exchange, the company is soliciting consents from the holders of Old Notes. The requisite approval from at least a majority of noteholders is necessary for the proposed amendments to take effect. To cast their consent, investors must tender their Old Notes, effectively tying their consent with the exchange process. A particularly fascinating angle of this solicitation indicates that by tendering their Old Notes, investors would automatically be deemed to have provided consent to the amendments, a process designed to smooth the transition for investors.

The Financial Dynamics at Play

Under the proposed exchange, for every $1,000 principal of Old Notes tendered, an investor will receive a total consideration that includes $1,000 worth of New Notes, alongside a cash fee of $2.50 per tendered note. This structure aims to incentivize participation in the exchange offer while providing immediate cash benefits.

For noteholders contemplating this opportunity, it is essential to act before the expiration time, projected for March 17, 2025. Should a holder wish to withdraw their tendered Old Notes, they retain the right to do so until the expiration time, but they would forfeit the cash fee and total consideration unless they reinstate their tender before the expiry.

Broker-Dealer Engagement

Leading the exchange offers and consent solicitations are J.P. Morgan and RBC Capital Markets, appointed as dealer managers. Interested investors can engage with these institutions for further insights or queries regarding the process. The exchange offers and consents are formally articulated in TR Finance's short-form prospectus accessible via the U.S. Securities and Exchange Commission (SEC) databases, alongside SEDAR+ for Canadian stakeholders.

Access to the Documents

All related documents, amendments, and further information about the exchange offers will be readily available in compliance with applicable securities legislation. Investors are encouraged to review these details to make informed decisions regarding their participation in the exchange.

The strategic moves made by Thomson Reuters through these exchange offers underscore the company’s commitment to optimizing its financial structure in a challenging economic landscape. With growing investor interest, the companies anticipate that the proposed changes will be favorable, ensuring better long-term prosperity and stability for both the firm and its stakeholders.

In conclusion, the final prospectus marking the debt exchange offers signifies a proactive step for Thomson Reuters as it looks to strengthen its capital framework while retaining investor confidence amid evolving market conditions.