Thomson Reuters Files Final Prospectus for Debt Exchange Offers and Consent Solicitations
Thomson Reuters (TSX/Nasdaq: TRI) announced that TR Finance , its indirect U.S. subsidiary, has filed a final short form prospectus for debt exchange offers and consent solicitations. The company is offering to exchange any validly tendered Old Notes for New Notes to be issued by TR Finance.
For each $1,000 principal amount of Old Notes tendered before the March 17, 2025 expiration time, holders will receive $1,000 in New Notes plus a $2.50 cash consent fee. The settlement date is expected to be March 20, 2025.
The exchange offers aim to optimize Thomson Reuters' capital structure and align revenue generation to indebtedness. The company is also seeking consent from Old Notes holders to amend the indenture, modifying reporting requirements and covenants. Based on current tender levels, the proposed amendments are expected to be approved.
Thomson Reuters (TSX/Nasdaq: TRI) ha annunciato che TR Finance, la sua controllata indiretta negli Stati Uniti, ha presentato un prospetto finale in forma abbreviata per offerte di scambio di debito e richieste di consenso. L'azienda offre di scambiare qualsiasi Nota Vecchia validamente presentata con Nuove Note che saranno emesse da TR Finance.
Per ogni $1.000 di importo principale di Note Vecchie presentate prima della scadenza del 17 marzo 2025, i titolari riceveranno $1.000 in Nuove Note più una commissione in contante di $2,50 per il consenso. La data di regolamento è prevista per il 20 marzo 2025.
Le offerte di scambio mirano a ottimizzare la struttura del capitale di Thomson Reuters e allineare la generazione di entrate all'indebitamento. L'azienda sta anche cercando il consenso dei titolari di Note Vecchie per modificare il contratto, modificando i requisiti di reporting e i vincoli. Sulla base dei livelli di adesione attuali, si prevede che le modifiche proposte siano approvate.
Thomson Reuters (TSX/Nasdaq: TRI) anunció que TR Finance, su subsidiaria indirecta en EE. UU., ha presentado un prospecto final en forma corta para ofertas de intercambio de deuda y solicitudes de consentimiento. La empresa está ofreciendo intercambiar cualquier Nota Vieja válidamente presentada por Nuevas Notas que serán emitidas por TR Finance.
Por cada $1,000 de monto principal de Notas Viejas presentadas antes de la fecha de vencimiento del 17 de marzo de 2025, los tenedores recibirán $1,000 en Nuevas Notas más una tarifa en efectivo de $2.50 por consentimiento. La fecha de liquidación se espera para el 20 de marzo de 2025.
Las ofertas de intercambio tienen como objetivo optimizar la estructura de capital de Thomson Reuters y alinear la generación de ingresos con la deuda. La empresa también está buscando el consentimiento de los tenedores de Notas Viejas para enmendar el contrato, modificando los requisitos de informes y los convenios. Con base en los niveles de aceptación actuales, se espera que las enmiendas propuestas sean aprobadas.
톰슨 로이터 (TSX/Nasdaq: TRI)는 TR 파이낸스, 미국의 간접 자회사, 가 부채 교환 제안 및 동의 요청을 위한 최종 간소형 증권신고서를 제출했다고 발표했습니다. 회사는 TR 파이낸스가 발행할 새로운 노트와 교환하기 위해 유효하게 제출된 구 노트를 제공하고 있습니다.
2025년 3월 17일 만료 시간 이전에 제출된 구 노트의 원금 $1,000마다 보유자는 $1,000의 새로운 노트와 $2.50의 현금 동의 수수료를 받게 됩니다. 결제일은 2025년 3월 20일로 예상됩니다.
교환 제안은 톰슨 로이터의 자본 구조를 최적화하고 수익 창출을 부채와 일치시키는 것을 목표로 합니다. 회사는 또한 구 노트 보유자로부터 계약을 수정하고 보고 요구 사항 및 약정을 변경하기 위해 동의를 구하고 있습니다. 현재의 제출 수준에 따라, 제안된 수정안은 승인될 것으로 예상됩니다.
Thomson Reuters (TSX/Nasdaq: TRI) a annoncé que TR Finance, sa filiale indirecte aux États-Unis, a déposé un prospectus final sous forme abrégée pour des offres d'échange de dette et des demandes de consentement. La société propose d'échanger toute Note Ancienne valablement soumise contre de Nouvelles Notes qui seront émises par TR Finance.
Pour chaque montant principal de 1 000 $ de Notes Anciennes soumises avant l'expiration du 17 mars 2025, les détenteurs recevront 1 000 $ en Nouvelles Notes plus des frais de consentement en espèces de 2,50 $. La date de règlement est prévue pour le 20 mars 2025.
Les offres d'échange visent à optimiser la structure du capital de Thomson Reuters et à aligner la génération de revenus sur l'endettement. La société cherche également à obtenir le consentement des détenteurs de Notes Anciennes pour modifier le contrat, en modifiant les exigences de reporting et les engagements. Sur la base des niveaux d'adhésion actuels, les modifications proposées devraient être approuvées.
Thomson Reuters (TSX/Nasdaq: TRI) gab bekannt, dass TR Finance, ihre indirekte US-Tochtergesellschaft, ein endgültiges Kurzprospekt für Schuldenumtauschangebote und Zustimmungseinholungen eingereicht hat. Das Unternehmen bietet an, alle gültig angebotenen Alten Anleihen gegen Neue Anleihen zu tauschen, die von TR Finance ausgegeben werden.
Für jeden $1.000 Nennbetrag von Alten Anleihen, die vor dem Ablaufdatum am 17. März 2025 angeboten werden, erhalten die Inhaber $1.000 in Neuen Anleihen sowie eine Bargeld-Zustimmungsgebühr von $2,50. Das Abreisedatum wird für den 20. März 2025 erwartet.
Die Umtauschangebote zielen darauf ab, die Kapitalstruktur von Thomson Reuters zu optimieren und die Einnahmengenerierung mit der Verschuldung in Einklang zu bringen. Das Unternehmen sucht auch die Zustimmung der Inhaber von Alten Anleihen zur Änderung des Vertrags, um die Berichtspflichten und Verpflichtungen zu modifizieren. Basierend auf den aktuellen Angebotsniveaus wird erwartet, dass die vorgeschlagenen Änderungen genehmigt werden.
- Debt restructuring optimizes capital structure
- Additional $2.50 cash incentive per $1,000 of notes exchanged
- Maintains same financial terms for note holders
- New Notes will have fewer restrictive terms and reduced holder protections
- Amendments reduce reporting requirements and covenant protections
Insights
Thomson Reuters is executing a strategic debt restructuring by moving obligations from the parent company (TRC) to its indirect U.S. subsidiary (TR Finance). This capital structure optimization involves exchanging existing notes for new notes with identical financial terms plus a nominal
The key financial engineering purpose appears to be aligning revenue generation with debt obligations - suggesting the company is positioning debt closer to where cash flows originate. This transaction represents standard corporate finance housekeeping rather than distress management or significant balance sheet transformation.
Importantly, Thomson Reuters is simultaneously seeking noteholder consent to modify or eliminate certain reporting requirements, restrictive covenants, and default triggers. This would provide the company with enhanced operational flexibility by reducing constraints on management decisions, though offering less protection for debt holders. However, given the healthy financial position of Thomson Reuters with its
From a structural perspective, this reorganization likely creates tax efficiencies and potentially streamlines regulatory compliance, though specific benefits weren't quantified. With settlement expected March 20th and indications suggesting approval by noteholders, this administrative restructuring should proceed smoothly without material financial implications for the company's overall credit profile or liquidity position.
Final short form prospectus is accessible through SEDAR+
As announced on February 11, 2025, 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.
Thomson Reuters expects the settlement date of the exchange offers to be March 20, 2025, the third business day immediately following 5:00 p.m.,
Consent Solicitations
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.
Based on the aggregate principal amounts of each series of Old Notes validly tendered (and not validly withdrawn) as of the date hereof, and assuming a sufficient number of related consents are not validly revoked prior to the Expiration Time, the Proposed Amendments for each series of Old Notes are currently expected to be approved by holders of the Old Notes and adopted in connection with closing of the exchange offers.
Exchange Offers
In exchange for each
If a holder validly tenders Old Notes (or has already done so), it may validly withdraw its tender 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 Expiration Time.
The lead dealer manager and solicitation agent for the exchange offers and consent solicitations is:
J.P. MORGAN
383 Madison Avenue
Attention: Liability Management Group
Telephone (Toll-Free): (866) 834-4666
Telephone (Direct): (212) 834-3424
RBC Capital Markets, LLC is serving as co-dealer manager and solicitation agent for the exchange offers and consent solicitations (together with J.P. Morgan, the "Dealer Managers").
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
Toll Free: (888) 644-6071
Banks and Brokers Call: (212) 269-5550
Email: tri@dfking.com
The exchange offers and the consent solicitations are being made pursuant to the terms and conditions set forth in TR Finance's short form prospectus dated March 10, 2025, which forms part of the Registration Statement filed with the SEC. Access to the short form prospectus, and any amendments thereto, are provided in accordance with securities legislation relating to the procedures for providing access to such documents. An electronic or paper copy of the short form prospectus relating to the exchange offers and the consent solicitations and any amendment thereto may be obtained, without charge, from the Exchange Agent and Information Agent at their telephone numbers and email address set forth above by providing the Exchange Agent and Information Agent with an email address or address, as applicable. The short form prospectus is also accessible electronically for free on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. Before participating in the exchange offers and consent solicitations, you should read these documents and the documents incorporated by reference therein for more complete information about TRC, TR Finance and the exchange offers and consent solicitations. The Registration Statement of which the prospectus forms a part has been filed with the SEC but has not yet been declared effective by the SEC under the
None of TR Finance, TRC, the Subsidiary Guarantors (as defined in the prospectus), the Dealer Managers, the Exchange Agent and Information Agent, the trustees under the TRC Indenture, or any other person, makes any recommendation as to whether holders of Old Notes should tender their Old Notes or provide their consent to the Proposed Amendments in connection with the exchange offers and consent solicitations. The exchange offers and consent solicitations are not being made to any holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
The consummation of each exchange offer and consent solicitation is subject to, and conditional upon, the satisfaction or waiver of the conditions described in the prospectus. TRC may, at its option and in its sole discretion, waive any such conditions with respect to any of the exchange offers or consent solicitations, except the condition that the Registration Statement has been declared effective by the SEC under the
Notice to Certain Non-
Neither this announcement, the prospectus nor any other documents or materials relating to the Exchange Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Exchange Offers may not be made in
The Exchange Offers are not made, and will not be made or advertised, directly or indirectly, to any individual in
No invitation whether directly or indirectly may be made to the public in the
European Economic Area
The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by the PRIIPs Regulation for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This announcement and the prospectus have been prepared on the basis that any offer of New Notes in any Member State will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of New Notes. Accordingly, any person making or intending to make any offer in that Member State of New Notes that are subject to the Exchange Offers contemplated in this announcement and the prospectus may only do so in circumstances in which no obligation arises for TR Finance, TRC, the Subsidiary Guarantors or any of the Dealer Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in relation to such offer. Neither TR Finance, TRC, the Subsidiary Guarantors or any of the Dealer Managers has authorized, nor do TR Finance, TRC, the Subsidiary Guarantors or any of the Dealer Managers authorize, the making of any offer of New Notes in circumstances in which an obligation arises for TR Finance, TRC, the Subsidiary Guarantors or any of the Dealer Managers to publish a prospectus for such offer.
Any offer of the New Notes made to holders of the Old Notes which are located or resident in any Member State is addressed only to holders of Old Notes which are qualified investors as defined in the Prospectus Regulation. Any holder of Old Notes that is not a qualified investor is not able to participate in the Exchange Offers.
The Exchange Offers are not being made, directly or indirectly, to the public (other than to qualified investors (investisseurs qualifiés)) in
The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available in
Further, no person has issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in
The Exchange Offers are not intended to be made to the public in
None of the Exchange Offers, this announcement, the prospectus or any other document or materials relating to the Exchange Offers or the New Notes have been or will be submitted to the clearance procedure of the CONSOB pursuant to Italian laws and regulations.
The Exchange Offers are being carried out in the
Holders or beneficial owners of the Old Notes that are resident and/or located in
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Old Notes, the New Notes, the Exchange Offers or this announcement or the prospectus.
Neither this announcement nor the prospectus has been registered as a prospectus with the Monetary Authority of
Where the New Notes are subscribed or purchased under section 275 of the Securities and Futures Act by a relevant person which is:
(A) | a corporation (which is not an accredited investor (as defined in section 4A of the Securities and Futures Act)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or |
(B) | a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, |
securities or securities-based derivatives contracts (as defined in section 2(1) of the Securities and Futures Act) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the New Notes pursuant to an offer made under section 275 of the Securities and Futures Act except: | |
(1) | to an institutional investor or to a relevant person defined in section 275(2) of the Securities and Futures Act, or to any person arising from an offer referred to in section 275(1A) or section 276(4)(i)(b) of the Securities and Futures Act, and further for corporations, in accordance with the conditions specified in section 275 of the Securities and Futures Act; |
(2) | where no consideration is or will be given for the transfer; |
(3) | where the transfer is by operation of law; or |
(4) | as specified in section 276(7) of the Securities and Futures Act; or |
(5) | as specified in regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018. |
The New Notes may not be offered, sold or advertised, directly or indirectly, in or into
Neither this announcement, the prospectus nor any other offering or marketing material relating to the Exchange Offers or the New Notes constitutes a prospectus or a key information document (or an equivalent document) as such terms are understood pursuant to the FinSA, and neither this announcement, the prospectus nor any other offering or marketing material relating to the Exchange Offers or the New Notes may be distributed or otherwise made available in
The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the
This announcement and the prospectus have been prepared on the basis that any offer of New Notes in the
Neither the communication of this announcement, the prospectus nor any other offering material relating to the Exchange Offers is being made, and this announcement and the prospectus have not been approved, by an authorized person for the purposes of Section 21 of the FSMA. Accordingly, this announcement and the prospectus are only being distributed to and are only directed at: (i) persons who are outside the
General
All amounts referenced herein, including the consideration for the New Notes, are in
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein and is also not a solicitation of the related consents. The exchange offers and consent solicitations may be made only pursuant to the terms and conditions of the prospectus, the Registration Statement and the other related materials.
Thomson Reuters
Thomson Reuters (TSX/Nasdaq: TRI) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, audit, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth, and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS, MATERIAL RISKS AND MATERIAL ASSUMPTIONS
Certain statements in this news release, including, but not limited to, those relating to the exchange offers and the consent solicitations (including all details thereof), are forward-looking. The words "will", "expect", "believe", "target", "estimate", "could", "should", "intend", "predict", "project" and similar expressions identify forward-looking statements. While Thomson Reuters believes that it has a reasonable basis for making the forward-looking statements in this news release, they are not a guarantee of future outcomes and there is no assurance that any of the other events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond the company's control and the effects of them can be difficult to predict.
Some of the material risk factors that could cause actual results or events to differ materially from those expressed in or implied by forward-looking statements in this news release include, but are not limited to, those discussed on pages 16-27 in the "Risk Factors" section of the company's 2024 annual report. These and other risk factors are discussed in materials that Thomson Reuters from time-to-time files with, or furnishes to, the Canadian securities regulatory authorities and the SEC.
Except as may be required by applicable law, Thomson Reuters disclaims any obligation to update or revise any forward-looking statements.
CONTACTS
Media
Gehna Singh Kareckas
Senior Director, Corporate Affairs
+1 613 979 4272
gehna.singhkareckas@tr.com
Investors
Gary Bisbee, CFA
Head of Investor Relations
+1 646 540 3249
gary.bisbee@tr.com
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SOURCE Thomson Reuters
FAQ
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