F-10/A: Thomson Reuters Launches Exchange Offer for Outstanding Notes, Easing Indebtedness Administration

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

Summary

• Thomson Reuters is initiating an exchange offer for several series of its outstanding notes, offering new notes from TR Finance LLC in return.
• The goal is to optimize the capital structure and align revenue generation with indebtedness.
• Concurrently, TRC is soliciting consents to amend the indentures governing the outstanding notes to ease administrative burdens related to its debt.
• The exchange offer targets $500 million of 3.350% Notes due 2026, $500 million of 5.850% Notes due 2040, $119.045 million of 4.500% Notes due 2043, $350 million of 5.650% Notes due 2043, and $400 million of 5.500% Debentures due 2035.
• Holders who tender their old notes will receive $1,000 principal amount of new notes for each $1,000 of old notes, plus a $2.50 cash consent solicitation fee.
• As of March 7, 2025, significant portions of each series of notes have already been tendered, indicating likely approval of the proposed amendments.
• The exchange offer and consent solicitation 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 and its subsidiary guarantors.
• The proposed amendments aim to modify or eliminate certain reporting requirements, restrictive covenants, and events of default in the Thomson Reuters Indenture.

Sentiment

Score: 7

Explanation: The document is neutral to positive. It outlines a financial transaction that is expected to proceed smoothly and benefit the company through optimized capital structure and reduced administrative burden. While there are some risks associated with the proposed amendments, the overall tone is stable and forward-looking.

Positives

• The exchange offer provides existing holders with the option to receive notes issued by TR Finance with the same financial terms and substantially similar covenants.
• The subsidiary guarantors will guarantee the remaining old notes on the same basis that they will guarantee the new notes, ensuring effectively pari passu status.
• The proposed amendments aim to ease the administration of TRCs indebtedness by modifying or eliminating certain reporting requirements, restrictive covenants, and events of default.

Negatives

• If the proposed amendments become effective, the Thomson Reuters Indenture will have fewer restrictive terms and afford reduced protections 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.
• Holders who trade, or otherwise dispose of, their New Notes prior to the first applicable record date for payment of interest following the Settlement Date will not be entitled to receive any interest on the applicable New Note or the corresponding tendered Old Note.

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.
• Certain terms of the new notes will be different from those of the old 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.

Future Outlook

Thomson Reuters 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 broader trend of companies optimizing their capital structures and reducing administrative burdens associated with debt management.

Comparison to Industry Standards

• Comparable companies such as RELX Group and Wolters Kluwer also actively manage their debt profiles through refinancing and exchange offers.
• The proposed amendments to the Thomson Reuters Indenture are similar to covenant packages seen in other investment-grade corporate bonds, reflecting a move towards greater operational flexibility.

Stakeholder Impact

• Shareholders may benefit from the optimized capital structure and reduced administrative burden.
• Employees are unlikely to be directly impacted by this transaction.
• Customers and suppliers are unlikely to be directly impacted by this transaction.
• Creditors who do not exchange their notes may experience reduced liquidity and fewer protections under the amended indenture.

Next Steps

• Holders of Old Notes must tender their notes by the Expiration Time to be eligible for the exchange and consent fee.
• TRC will deliver the New Notes and pay the Consent Solicitation Fee on or about the Settlement Date.
• The Tenth Supplemental Indenture to the Thomson Reuters Base Indenture will be executed and delivered to give effect to the Proposed Amendments.

Key Dates