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Thomson Reuters Extends Early Tender Period for Debt Exchange Offers

Thomson Reuters (TSX/Nasdaq: TRI), a leading global provider of content and technology solutions, has recently announced significant updates regarding its debt exchange offers. As of 5:00 p.m. on February 25, 2025, the company has revealed that a substantial amount of its existing bond notes have been successfully tendered, leading to an extension in the early tender time for participants wishing to exchange their old Notes for new ones.

The early tender offer, initially intended to conclude on February 25, 2025, will now continue until 5:00 p.m., New York City time, on March 17, 2025. This extension aims to optimize the capital structure of Thomson Reuters by encouraging existing bondholders to transition from older, existing notes to newly issued notes by its wholly-owned subsidiary, TR Finance LLC.

Background on Debt Exchange Offers

The purpose of the exchange offers, as stated by the company, is to align revenue with its outstanding debt obligations. The company is committed to allowing bondholders to swap their old notes for new ones that carry similar financial terms and covenants. This strategic move is expected to enhance financial stability while offering more favorable terms for holders of the existing notes.

As reported, several notable series of old notes were validly tendered before the early tender time, including:

• - 3.350% Notes due 2026: $437.9 million tendered (87.58% of total outstanding)
• - 5.850% Notes due 2040: $445.1 million tendered (89.03% of total outstanding)
• - 4.500% Notes due 2043: $84.2 million tendered (70.75% of total outstanding)
• - 5.650% Notes due 2043: $335.5 million tendered (95.86% of total outstanding)
• - 5.500% Debentures due 2035: $348.8 million tendered (87.19% of total outstanding)

Consent Solicitation Process

In addition to the exchange offers, Thomson Reuters is actively soliciting consents from the holders of the old notes to adopt proposed amendments to the indenture governing these notes. The amendments focus on modifying certain reporting requirements, restrictive covenants, and events of default, enabling fewer restrictions and more flexibility for the holders of the new notes as compared to the old notes. To adopt these amendments, holders must provide their consent while also participating in the exchange offer.

Key Details of the Exchange Offers

The Total Consideration for each series of new notes has also been extended to the maturity date. For every $1,000 of the old notes exchanged, holders will receive an equivalent $1,000 worth of new notes along with a cash payment of $2.50 for consenting to the proposed amendments. This sweetened offer is designed to incentivize more bondholders to engage in the exchange, maximizing participation before the expiration time.

For any holders who tender their notes, there exists an option to withdraw them at any time prior to the expiration time. However, holders must re-tender their notes to qualify for the Total Consideration and the Consent Solicitation Fee, fostering continued engagement in the process.

The Path Forward

Thomson Reuters anticipates that the settlement for the bond exchanges will occur on March 20, 2025, barring any extensions. The company’s proactive restructuring efforts signal a robust commitment to maintaining its financial health and enabling its stakeholders to benefit from more attractive debt options.

As this situation develops, stakeholders are encouraged to remain updated on any changes through the company's official channels and ensure their conscientious participation in these financial maneuvers. The response to these offers will not only impact current bondholders but will shape the broader capital structure strategy going forward. Overall, it highlights Thomson Reuters' strategy of enhancing transparency and efficiency in its financial dealings.