Mr. Gary Bisbee reports
THOMSON REUTERS ANNOUNCES FINAL RESULTS OF EXCHANGE OFFERS AND CONSENT SOLICITATIONS AND INTENTION TO FILE REPLACEMENT BASE SHELF PROSPECTUS
The previously announced offers to exchange, and related consent solicitations of, certain series of notes of Thomson Reuters Corp., for new notes to be issued by TR Finance LLC, an indirect 100-per-cent-owned U.S. subsidiary of Thomson Reuters, expired at 5 p.m. New York time on March 17, 2025. As of the expiration time, the aggregate principal amounts of each series of old notes listed in the attached table had been validly tendered (and not validly withdrawn) for exchange.
As announced on Feb. 11, 2025, Thomson Reuters is making the exchange offers to optimize the Thomson Reuters group capital structure and align revenue generation to indebtedness, and give existing holders of old notes the option to receive notes issued by TR Finance with the same financial terms and substantially similar covenants as the applicable series of old notes. Thomson Reuters expects the settlement date of the exchange offers to be on or about March 20, 2025.
The lead dealer manager and solicitation agent for the exchange offers and consent solicitations is
J.P. Morgan,
383 Madison Ave.,
New York, N.Y., 10179, attention: liability management group, telephone (toll-free): 866-834-4666, telephone (direct): 212-834-3424. RBC Capital Markets LLC is serving as co-dealer manager and solicitation agent for the exchange offers and consent solicitations.
The exchange agent and information agent for the exchange offers and consent solicitations is
D.F. King & Co. Inc.,
48 Wall St.,
New York, N.Y., 10005, toll-free: 888-644-6071, banks and brokers call: 212-269-5550, email: tri@dfking.com.
The exchange offers and the consent solicitations are being made pursuant to the terms and conditions set forth in TR Finance's short form prospectus dated March 10, 2025, which forms part of the joint registration statement on Form F-10 and Form F-4, as amended, filed with the U.S. Securities and Exchange Commission (SEC). Access to the short form prospectus, and any amendments thereto, are provided in accordance with securities legislation relating to the procedures for providing access to such documents. An electronic or paper copy of the short form prospectus relating to the exchange offers and the consent solicitations, and any amendment thereto, may be obtained, without charge, from the exchange agent and information agent at their telephone numbers and e-mail addresses set forth above by providing the exchange agent and information agent with an e-mail address or address, as applicable. The short form prospectus is also accessible electronically for free on SEDAR+ and EDGAR. You should read these documents and the documents incorporated by reference therein for more complete information about Thomson Reuters, TR Finance, and the exchange offers and consent solicitations. Neither the SEC nor any state securities commission has approved or disapproved of the securities described herein or determined if the registration statement is truthful or complete. Any representation to the contrary is a criminal offense.
The consummation of each exchange offer and consent solicitation is subject to, and conditional upon, the satisfaction or waiver of the conditions described in the prospectus.
Replacement base shelf prospectus
The new notes will be guaranteed by Thomson Reuters and certain other wholly owned subsidiaries of Thomson Reuters. The subsidiary guarantors will guarantee the remaining old notes and each other outstanding series of notes issued by TRC on the same basis upon closing of the exchange offers. In order to reflect that guarantee, as well as certain other updates, Thomson Reuters and TR Finance intend to file a new base shelf prospectus that will replace their existing base shelf prospectus dated June 18, 2024 (which will be withdrawn).
General
All amounts referenced herein, including the consideration for the new notes, are in U.S. dollars. Dates and times are subject to extension.
About Thomson Reuters
Corp.
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