Tender Offer - THOMSON REUTERS CORP /CAN/
Form Type: F-10/A
Filing Date: 2025-03-10
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525050410
Filing Summary: Thomson Reuters Corporation is conducting Exchange Offers to exchange its outstanding Old Notes for New Notes through TR Finance LLC. The Exchange Offers began on March 10, 2025, and will expire on March 17, 2025. The proposal is to exchange all validly tendered Old Notes for New Notes with similar financial terms and conditions. Each series of New Notes will be fully and unconditionally guaranteed by Thomson Reuters Corporation and its subsidiary guarantors. The exchange will include a cash consideration of $2.50 per $1,000 principal amount of Old Notes for consenting to certain proposed amendments to the Thomson Reuters Indenture. The aggregate principal amount of outstanding Old Notes as of March 7, 2025, is over $1.86 billion. Current participation rates of tendered notes indicate a high likelihood that the amendments will be accepted.
Additional details:
Cik: 0000901008
Exchange Offers Commencement Date: 2025-03-10
Expiration Time: 2025-03-17T17:00:00-05:00
Total Principal Amount Outstanding: 1869045000
Consent Solicitation Fee: 2.50
Tender Update Time: 2025-03-07
Offering State: New York
Form Type: F-10/A
Filing Date: 2025-02-26
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525035794
Filing Summary: On February 26, 2025, Thomson Reuters Corporation (TRC) filed an amendment to its Form F-10 to introduce Exchange Offers whereby TR Finance LLC intends to exchange all outstanding Old Notes or Debentures for New Notes. This offering is part of a solicitation of consents to amend related indentures related to these notes. The Exchange Offers will expire on March 17, 2025, unless extended. The available principal amounts and interest rates associated with the Old Notes being exchanged are detailed, alongside the total consideration for tendered notes. A summary of the consent solicitation fee structure for holders participating in these exchanges is provided. An aggregate principal amount of outstanding Old Notes available for exchange is highlighted, with the successful tender of certain amounts from various series of notes signifying a strong participation in these offers. The document outlines conditions related to the exchange, including amendments to the terms of the remaining Old Notes and the guarantee structure by TRC and its subsidiaries.
Additional details:
Approximate Date Of Commencement: 2025-02-26
Expiration Time: 2025-03-17
Total Principal Amount Outstanding: 1869045000
Consent Solicitation Fee: 2.50
Early Tender Time: 2025-02-25
Aggregate Principal Amount Of Tendered Notes: 437895000
Aggregate Principal Amount Of Other Tendered Notes: 445140000
Aggregate Principal Amount Of Further Tendered Notes: 84225000
Aggregate Principal Amount Of Additional Tendered Notes: 335504000
Aggregate Principal Amount Of Final Tendered Notes: 348759000
Form Type: F-10
Filing Date: 2025-02-11
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525024302
Filing Summary: On February 11, 2025, Thomson Reuters Corporation and TR Finance LLC filed a Registration Statement under the Securities Act for a series of exchange offers. TR Finance is offering to exchange all outstanding notes or debentures for new notes, with solicited consents for proposed amendments to the related indentures. The exchange offer will commence on February 11, 2025, expiring on March 17, 2025. Early tendering by February 25, 2025, will provide a better consideration amount, and various conditions, including waivers, may apply to this offer. The document provides comprehensive details about the notes involved and their respective terms, including principal amounts, interest rates, and maturity dates. Additionally, it outlines the conditions under which existing noteholders can expect to exchange their old notes for new ones, while also soliciting consent for proposed amendments regarding certain covenants and provisions in the current indentures. It further details the implications of participation in the tender offer and the associated risks, emphasizing the lack of a listing for the old notes and prospective limitations on their liquidity.
Additional details:
Registration Number: 333-123456
Exchange Offer Start Date: 2025-02-11
Early Tender Time: 2025-02-25 17:00
Expiration Time: 2025-03-17 17:00
Total Principal Amount: 1869045000
Consent Solicitation Fee: 2.50
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