F-10/A: Thomson Reuters Launches Exchange Offer for Outstanding Notes, Aims to Streamline Debt

Thomson Reuters Corporation (TRC) is offering to exchange outstanding notes for new notes issued by TR Finance LLC, while also soliciting consents to amend the related indentures to ease administrative burdens.

Summary

• Thomson Reuters Corporation (TRC) is initiating an exchange offer for several series of its outstanding notes, offering new notes issued by TR Finance LLC in return.
• The goal is to optimize the capital structure and streamline debt administration.
• TRC is also soliciting consents from noteholders to amend the indentures governing the outstanding notes, aiming to modify or eliminate certain reporting requirements, restrictive covenants, and events of default.
• As of the Early Tender Time on February 25, 2025, significant portions of each series of Old Notes have been tendered, ranging from 70.75% to 95.86% of the outstanding principal amount.
• The exchange offers and consent solicitations will expire at 5:00 p.m., New York City time, on March 17, 2025, unless extended.
• 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: 6

Explanation: The document is neutral in tone, presenting factual information about the exchange offer and consent solicitation. It highlights both potential benefits and risks for investors.

Positives

• The exchange offer allows TRC to optimize its capital structure and align revenue generation with indebtedness.
• The new notes will be guaranteed by TRC and several of its subsidiaries, potentially providing additional security for investors.
• The proposed amendments aim to ease the administration of TRCs indebtedness.

Negatives

• If the proposed amendments are approved, the Thomson Reuters Indenture will have fewer restrictive terms and afford reduced protection to the remaining holders of the old notes.
• 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 and Consent Solicitations.

Risks

• The liquidity of the Old Notes that are not exchanged will be reduced.
• 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.
• The Exchange Offers and Consent Solicitations may be cancelled or delayed, which could negatively affect the price of the applicable Old Notes.
• TRC may acquire Old Notes in future transactions or may redeem Old Notes that are not exchanged for New Notes in the Exchange Offers, and any such transaction may be on terms that are more or less favorable to the holders of the Old Notes than the terms of the Exchange Offers.
• Holders may not receive New Notes in the Exchange Offers and Consent Solicitations if the procedures for the Exchange Offers and Consent Solicitations are not followed.

Future Outlook

Thomson Reuters has incorporated by reference into this prospectus 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

The exchange offer and consent solicitation are part of Thomson Reuters' ongoing efforts to manage its capital structure and streamline its operations in a rapidly changing digital world.

Stakeholder Impact

• Shareholders: The exchange offer aims to optimize the capital structure, potentially benefiting shareholders in the long term.
• Noteholders: Noteholders are presented with the option to exchange their existing notes for new notes with similar terms, while also being asked to consent to amendments to the indenture.
• Customers: The streamlining of operations may lead to improved services and products for customers.

Next Steps

• Holders of Old Notes must decide whether to tender their notes before the Expiration Time on March 17, 2025.
• TRC will deliver the New Notes in book-entry form through the facilities of DTC and pay the Consent Solicitation Fee on or about the third business day following the Expiration Time (the Settlement Date).
• TRC intends to apply to list the New Notes on The Nasdaq Stock Market LLC.

Key Dates