F-10/A: Thomson Reuters and TR Finance Seek to Issue $3 Billion in Debt Securities

Thomson Reuters Corporation and its subsidiary TR Finance LLC plan to offer up to US$3,000,000,000 in unsecured debt securities.

Summary

• Thomson Reuters Corporation (TRC) and TR Finance LLC (TR Finance) are planning to issue up to US$3,000,000,000 in unsecured debt securities.
• The offering will be made from time to time over a 25-month period.
• The debt securities may consist of debentures, notes, or other types of debt and may be issued in series.
• TR Finance Debt Securities will be guaranteed by TRC and its subsidiaries: Thomson Reuters Applications Inc., Thomson Reuters (Tax & Accounting) Inc., and West Publishing Corporation.
• TRC Debt Securities will be guaranteed by the same subsidiaries.
• The specific terms of the debt securities, including interest rates, maturity dates, and offering prices, will be detailed in prospectus supplements.
• The net proceeds from the sale of the debt securities will be added to TRC's general funds and may be used for general corporate purposes, including repaying existing debt.
• Investing in the debt securities is subject to certain risks, as detailed in the prospectus.

Sentiment

Score: 6

Explanation: The document is a standard filing for a debt offering. The sentiment is neutral as it primarily outlines the terms and conditions of the offering without expressing strong positive or negative views.

Positives

• The debt securities are guaranteed by multiple Thomson Reuters subsidiaries, potentially increasing investor confidence.
• The funds raised can be used for general corporate purposes, providing flexibility to Thomson Reuters.

Negatives

• The debt securities are unsecured, meaning that in the event of bankruptcy, they are lower in the pecking order than secured debt.
• Fluctuations in exchange rates could give rise to foreign currency exposure.
• There may not be a trading market for the Debt Securities.

Risks

• Investing in the Debt Securities is subject to certain risks.
• Fluctuations in exchange rates could give rise to foreign currency exposure.
• The relative value of the Debt Securities will depend on a number of factors.
• Credit ratings assigned to Debt Securities may change.
• There may not be a trading market for the Debt Securities.
• The Debt Securities will be subordinated to creditors of our subsidiaries.
• The TRC Debt Securities and TR Finance Debt Securities are unsecured and would rank equal in right of payment to TRCs or TR Finances existing and future unsecured indebtedness, respectively, and would be effectively subordinated to any of its future secured indebtedness and any of the applicable Guarantors existing and future secured indebtedness, in each case to the extent of the value of the assets securing such indebtedness.
• TRC and TR Finance will not be restricted in their ability to make investments or incur debt.
• The Guarantee Obligations are unsecured and effectively subordinated in right of payment to all of the applicable Guarantors existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness.
• We have made only limited covenants in the Indentures (as defined below) governing the Debt Securities and these limited covenants may not protect your investment.
• TR Finances ability to meet its financial obligations is dependent on receipt of funds from other companies in the Thomson Reuters group.
• The Subsidiary Guarantors may be released from their Guarantee Obligations in certain circumstances.
• The applicable Guarantors of the Debt Securities may be limited by U.S. bankruptcy law in their ability to fulfill their respective Guarantee Obligations.
• Canadian bankruptcy and insolvency laws may impair the ability of the trustees appointed under the Indentures to enforce certain remedies.
• Your ability to enforce civil liabilities under U.S. federal securities laws may be adversely affected because TRC is organized under the laws of Canada, many of the directors and officers of TRC, TR Finance and the Subsidiary Guarantors and some experts named herein are residents of Canada, and a substantial portion of Thomson Reuters assets and assets of such persons are located outside the United States.
• The terms of the Debt Securities may provide that they may be redeemed at our option under certain circumstances, which limits the ability of holders of the Debt Securities to accrue interest over the full stated term of the Debt Securities.

Future Outlook

Thomson Reuters has incorporated by reference certain forward-looking information, including outlook regarding our financial results for the year ending December 31, 2025 and our updated 2026 financial framework.

Industry Context

This announcement is a standard corporate finance activity. Many companies issue debt to fund operations, acquisitions, or refinance existing debt.

Comparison to Industry Standards

• Issuing debt securities is a common practice among large corporations like Thomson Reuters.
• Comparable companies such as RELX Group and Wolters Kluwer also utilize debt financing as part of their capital structure.
• The size of the offering, up to $3 billion, is significant but not unusual for a company of Thomson Reuters' scale.

Stakeholder Impact

• Shareholders may experience a temporary dilution of equity if the debt is later converted into equity.
• Employees are unlikely to be directly impacted by this debt offering.
• Customers and suppliers are unlikely to be directly impacted by this debt offering.
• Creditors may be impacted depending on the seniority and security of the new debt relative to existing obligations.

Next Steps

• Thomson Reuters and TR Finance will issue prospectus supplements detailing the specific terms of each series of debt securities offered.
• The debt securities will be offered and sold from time to time, subject to market conditions and regulatory approvals.

Key Dates

Keywords

Debt Securities, Thomson Reuters, TR Finance, Unsecured Debt, Guarantees, Bonds, Notes, Offering