F-10: Thomson Reuters Corporation Announces Exchange Offers for Outstanding Notes

Thomson Reuters Corporation is offering to exchange existing notes for new notes issued by TR Finance LLC, aiming to optimize capital structure and ease debt administration.

Summary

• Thomson Reuters Corporation (TRC) is offering to exchange outstanding notes for new notes issued by TR Finance LLC.
• The exchange offers aim to optimize TRC's capital structure and ease the administration of its indebtedness.
• TRC is also soliciting consents from holders of the old notes to amend certain provisions in the Thomson Reuters Indenture.
• The early tender time is 5:00 p.m., New York City time, on February 25, 2025, and the expiration time is 5:00 p.m., New York City time, on March 17, 2025, unless extended.
• Holders who tender before the early tender time will receive \$1,000 principal amount of new notes and \$2.50 in cash per \$1,000 principal amount of old notes.
• Holders who tender after the early tender time but before the expiration time will receive \$970 principal amount of new notes per \$1,000 principal amount of old notes.
• The aggregate principal amount of outstanding old notes is \$1,869,045,000.
• The new notes will be fully and unconditionally guaranteed by TRC, West Publishing Corporation, Thomson Reuters Applications Inc., and Thomson Reuters (Tax & Accounting) Inc.

Sentiment

Score: 7

Explanation: The document is a standard financial announcement, indicating a neutral to slightly positive sentiment due to the optimization of capital structure.

Positives

• The exchange offers provide an opportunity for holders to receive notes issued by TR Finance with the same financial terms and substantially similar covenants as the applicable series of Old Notes.
• The Subsidiary Guarantors will guarantee the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) on the same basis that the Subsidiary Guarantors will guarantee the New Notes upon closing of the Exchange Offers.

Negatives

• Holders who tender after the Early Tender Time will not receive the Consent Solicitation Fee.
• If the Proposed Amendments become effective, the Thomson Reuters Indenture will have fewer restrictive terms and afford reduced protections to the remaining holders of those notes compared to those currently in the Thomson Reuters Indenture or those applicable to the New Notes.

Risks

• The trading markets for unexchanged Old Notes will become more limited and could cease to exist due to the reduction in the amount of the Old Notes outstanding upon consummation of the Exchange Offers.
• If the Proposed Amendments become effective, the Thomson Reuters Indenture will have fewer restrictive terms and afford reduced protections to the remaining holders of those notes compared to those currently in the Thomson Reuters Indenture or those applicable to the New Notes.
• There can be no assurance that any series of New Notes will be listed on any securities exchange or as to the development or liquidity of any market for any series of the New Notes.

Future Outlook

TRC plans to deliver the New Notes in book-entry form only through the facilities of The Depository Trust Company (DTC) and pay the Consent Solicitation Fee on or about the third business day following the Expiration Time (the Settlement Date).

Industry Context

This announcement reflects a common corporate finance strategy to optimize debt structures and reduce administrative burdens.

Stakeholder Impact

• Shareholders may benefit from a more efficient capital structure.
• Noteholders have the option to exchange their notes for new notes with potentially different terms.

Next Steps

• Holders of Old Notes must decide whether to tender their notes before the Early Tender Time or the Expiration Time.
• TRC will deliver the New Notes and pay the Consent Solicitation Fee on or about the Settlement Date.

Key Dates

Keywords

Exchange Offers, Consent Solicitations, Thomson Reuters, TR Finance, Notes, Indenture, Debt