Toronto, March 17, 2025 /PRNewswire/ — Thomson Reuters (TSX/Nasdaq: TRI), a global content and technology company, announced today the completion of its previously announced offers to exchange certain series of notes (“Old Notes”) for new notes (“New Notes”) issued by TR Finance LLC, a U.S. subsidiary of Thomson Reuters Corporation. The offers expired at 5:00 p.m., New York City time, on March 17, 2025. As of the Expiration Time, the aggregate principal amounts of each series of Old Notes had been tendered for exchange.
The exchange offers, announced on February 11, 2025, were made to optimize the company’s capital structure and align revenue generation with indebtedness. Existing holders of Old Notes were given the option to receive notes issued by TR Finance with similar financial terms and covenants. The settlement date for the exchange offers is expected to be around March 20, 2025.
The final tender results for each series of Old Notes offered for exchange are as follows:
– 3.350% Notes due 2026
– 5.850% Notes due 2040
– 4.500% Notes due 2043
– 5.650% Notes due 2043
– 5.500% Debentures due 2035
J.P. Morgan is the lead dealer manager and solicitation agent for the exchange offers, with RBC Capital Markets, LLC serving as co-dealer manager. The Exchange Agent and Information Agent for the offers is D.F. King & Co., Inc.: Details of Exchange Offers and Consent Solicitations
King & Co., Inc., located at 48 Wall Street in New York, NY 10005, is currently offering exchange offers and consent solicitations as per the terms outlined in TR Finance’s short form prospectus dated March 10, 2025. These offers are part of a joint registration statement on Form F-10 and F-4, filed with the U.S. Securities and Exchange Commission (SEC). Interested parties can access the short form prospectus and any amendments through the Exchange Agent and Information Agent, free of charge. Additionally, the prospectus is available electronically on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
The consummation of each exchange offer and consent solicitation is subject to specific conditions detailed in the prospectus. Furthermore, a new base shelf prospectus will be filed by TRC and TR Finance to replace the existing one dated June 18, 2024.
Thomson Reuters: Empowering Decision-Making with Trusted Content and Technology
Thomson Reuters (TSX/Nasdaq: TRI) plays a crucial role in informing decisions by providing professionals with essential content and technology across various industries. Their products combine specialized software and insights to empower professionals with the necessary data and solutions to make informed decisions. Reuters, a division of Thomson Reuters, is renowned for providing trusted journalism and news worldwide.
Forward-Looking Statements and Material Risks
While this news release contains forward-looking statements regarding the exchange offers and consent solicitations, Thomson Reuters emphasizes that these statements are not guarantees of future outcomes. Various risks, uncertainties, and assumptions could impact the actual results, as discussed in the “Risk Factors” section of the company’s 2024 annual report.
Contacts for Media and Investors
For media inquiries, contact Gehna Singh Kareckas, Senior Director of Corporate Affairs, at +1 613 979 4272 or [email protected]. Investors can reach out to Gary Bisbee, CFA, Head of Investor Relations, at +1 646 540 3249 or [email protected].
In conclusion, King & Co., Inc., in collaboration with TR Finance, is offering exchange offers and consent solicitations based on the terms outlined in the short form prospectus. Thomson Reuters continues to lead in providing essential content and technology to empower decision-making across various industries. It is crucial to consider the risks and uncertainties outlined in the company’s reports when evaluating potential outcomes. For further information and engagement, feel free to reach out to the provided contacts. The content is not provided.
