SEC Form F-10 filed by Thomson Reuters Corp

As filed with the Securities and Exchange Commission on February 11, 2025.

Registration No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-10 and FORM F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Form F-10		Form F-4
THOMSON REUTERS CORPORATION (Exact name of Registrant as specified in its charter)		TR FINANCE LLC (Exact name of Registrant as specified in its charter)   (FOR ADDITIONAL CO- REGISTRANTS, PLEASE SEE THE TABLE OF CO-REGISTRANTS ON THE FOLLOWING PAGE)
Ontario, Canada (Province or other jurisdiction of incorporation or organization)		Delaware (State or other jurisdiction of incorporation or organization)
2741 (Primary Standard Industrial Classification Code Number (if applicable))
98-0176673 (I.R.S. Employer Identification Number (if applicable))		84-3786645 (I.R.S. Employer Identification Number)
19 Duncan Street Toronto, Ontario M5H 3H1, Canada (647) 480-7000 (Address and telephone number of Registrant’s principal executive offices)		2900 Ames Crossing Road Suite 100 Eagan, Minnesota 55121 (651) 687-7000 (Address and telephone number of Registrant’s principal executive offices)

Thomson Reuters Holdings Inc.

3 Times Square

New York, New York 10036

(651) 687-7000

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

 

Jennifer Ruddick Thomson Reuters Corporation 19 Duncan Street Toronto, Ontario M5H 3H1, Canada (647) 480-7000		Mile Kurta, Esq. Christopher R. Bornhorst, Esq. Torys LLP 1114 Avenue of the Americas, 23rd Floor New York, New York 10036 (212) 880-6000		David Forrester, Esq. Torys LLP 79 Wellington St. W., 30th Floor Box 270, TD South Tower Toronto, Ontario M5K 1N2, Canada (416) 865-0040

Approximate date of commencement of proposed sale of the securities to the public: Pursuant to Rule 162 under the Securities Act, the Exchange Offers described herein will commence as soon as practicable after the date of this Registration Statement. The Exchange Offers cannot, however, be completed prior to the time this Registration Statement becomes effective. Accordingly, any actual acceptance of securities for exchange pursuant to the Exchange Offers will occur only after this Registration Statement is effective, subject to the conditions set forth in this Registration Statement.

Form F-10

Province of Ontario, Canada

(Principal jurisdiction regulating this offering (if applicable))

It is proposed that this filing shall become effective (check appropriate box):

 

A. ☐				upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B. ☒				at some future date (check the appropriate box below)
		1.		☐		pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than 7 calendar days after filing).
		2.		☐		pursuant to Rule 467(b) on ( ) at ( ) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ).
		3.		☐		pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
		4.		☒		after the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. ☐

Form F-4

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act of 1933, as amended, or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine.

TABLE OF ADDITIONAL REGISTRANTS

Form F-4

 

Exact Name of Co-Registrant as Specified in its Charter		I.R.S. Employer  Identification No.		State or Other Jurisdiction of Incorporation or Organization		Address and Telephone  Number of Principal Executive Offices
Thomson Reuters Applications Inc.		74-3053016		Delaware		2900 Ames Crossing Road Suite 100 Eagan, Minnesota 55121 (651) 687-7000
Thomson Reuters (Tax & Accounting) Inc.		75-1297386		Texas		2395 Midway Road Carrollton, Texas 75006 (800) 327-8829
West Publishing Corporation		41-1426973		Minnesota		2900 Ames Crossing Road Suite 100 Eagan, Minnesota 55121 (651) 687-7000

Name, Address, including Zip Code, and Telephone Number, including Area Code, of each Co-Registrant’s Agent for Service:

Thomson Reuters Holdings Inc.

3 Times Square

New York, New York 10036

(651) 687-7000

PART I

INFORMATION REQUIRED TO BE DELIVERED

TO OFFEREES OR PURCHASERS

The information in this preliminary short form prospectus may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary short form prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

No securities regulatory authority has expressed an opinion about these securities and it is an offense to claim otherwise. Information has been incorporated by reference in this preliminary short form prospectus from documents filed with securities regulatory authorities in Canada and filed with, or furnished to, the U.S. Securities and Exchange Commission. Copies of the documents incorporated herein by reference may be obtained on request without charge from Thomson Reuters Corporation, Attention: Investor Relations Department, 3 Times Square, New York, New York 10036, United States (telephone: 1.322.219.1046), and are also available electronically at www.sedarplus.ca and www.sec.gov.

PRELIMINARY SHORT FORM PROSPECTUS

 

Secondary Offering		February 11, 2025

TR Finance LLC

Offers to Exchange

All Outstanding Notes or Debentures of Each of the Series Specified Below

and Solicitations of Consents to Amend the Related Indentures

Early Tender Time: 5:00 p.m., New York City time, February 25, 2025, unless extended

Expiration Time: 5:00 p.m., New York City time, March 17, 2025, unless extended

 

 

Thomson Reuters Corporation (“TRC”) is offering to exchange, as further described herein, all validly tendered and accepted Old Notes (as defined herein) issued by TRC by delivering New Notes (as defined herein) to be issued by TR Finance LLC (“TR Finance”), as described in, and the consideration summarized in, the table below (the “Exchange Offers” and each, an “Exchange Offer”). This prospectus qualifies the distribution by TRC, as selling securityholder, of the New Notes. See “Selling Securityholder”. The New Notes will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest by TRC, as well as West Publishing Corporation (“West Publishing”), Thomson Reuters Applications Inc. (“Thomson Reuters Applications”) and Thomson Reuters (Tax & Accounting) Inc. (“Thomson Reuters Tax & Accounting”), each of which is an indirect subsidiary of TRC (collectively, the “Subsidiary Guarantors”), on a joint and several basis (each of TRC and the Subsidiary Guarantors is individually referred to as a “Guarantor” and collectively, the “Guarantors”). Each series of New Notes issued pursuant to the Exchange Offers will have the same interest rate, interest payment dates and maturity date, and the economic terms of the optional redemption provisions will be the same, as the corresponding series of the exchanged Old Notes and other terms that are substantially similar in all material respects to the Old Notes, with those variations described under “Description of the Differences Between the New Notes and the Old Notes”. The Subsidiary Guarantors will guarantee the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture (as defined herein)) on the same basis that the Subsidiary Guarantors will guarantee the New Notes upon closing of the Exchange Offers. As such, it is expected that the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) and the New Notes will be effectively pari passu. See “Description of the Differences Between the New Notes and the Old Notes.” On or about the Settlement Date (as defined herein), it is anticipated that the Thomson Reuters Base Indenture (as defined herein) will be amended and restated to give effect to the guarantees of the Old Notes and other series of notes under the Thomson Reuters Indenture by the Subsidiary Guarantors, as described above. Unless otherwise specified, all amounts, including the consideration for New Notes offered hereby, are in U.S. dollars.

In connection with the Exchange Offers, TRC will be soliciting consents from each holder of Old Notes to adopt certain proposed amendments (the “Proposed Amendments”) to the Thomson Reuters Indenture to modify certain provisions applicable to the respective series of Old Notes, including certain covenants and related definitions, to

modify or eliminate certain reporting requirements, restrictive covenants and events of default in order to ease

administration of TRC’s indebtedness (the “Consent Solicitations”, and each, a “Consent Solicitation”). As discussed further below, holders may not consent to the Proposed Amendments without tendering their Old Notes in the applicable Exchange Offer and may not tender their Old Notes for exchange without consenting to the applicable Proposed Amendments.

 

								In respect of Old Notes tendered at or prior to the Early Tender Time (1)(2)								In respect of Old Notes tendered after the Early Tender Time and  prior to the Expiration Time (1)(2)
								Exchange Consideration (1)(2)				Consent Solicitation Fee				Exchange Consideration (1)(2)				Consent Solicitation Fee
Aggregate Principal Amount Outstanding		Series of Notes Issued by TRC to be Exchanged (collectively, the “Old Notes”)		CUSIP No.		Series of Notes to be Issued by TR Finance (collectively, the “New Notes”)		New Notes (principal amount)				Cash				New Notes (principal amount)				Cash
$500,000,000		3.350% Notes due 2026		884903BV6		3.350% Notes due 2026 (the “New 2026 Notes”)		$	1,000			$	2.50			$	970			$	0.00
$500,000,000		5.850% Notes due 2040		884903BH7		5.850% Notes due 2040 (the “New 2040 Notes”)		$	1,000			$	2.50			$	970			$	0.00
$119,045,000		4.500% Notes due 2043		884903BM6		4.500% Notes due 2043 (the “New 4.50% 2043 Notes”)		$	1,000			$	2.50			$	970			$	0.00
$350,000,000		5.650% Notes due 2043		884903BP9		5.650% Notes due 2043 (the “New 5.65% 2043 Notes”)		$	1,000			$	2.50			$	970			$	0.00
$400,000,000		5.500% Debentures due 2035		884903AY1		5.500% Debentures due 2035 (the “New 2035 Debentures”)		$	1,000			$	2.50			$	970			$	0.00

 

Notes:

(1)	Consideration per $1,000 principal amount of Old Notes validly tendered and accepted, subject to any rounding as described herein.

(2)	The term “New Notes” in this column refers, in each case, to the series of New Notes corresponding to the series of Old Notes of like maturity and coupon set forth in the applicable row.

All expenses in connection with the Exchange Offers and Consent Solicitations (other than commissions or concessions of any brokers or dealers) will be borne directly or indirectly by TRC.

TRC’s offer to exchange New Notes for Old Notes will commence on February 11, 2025. In respect of each $1,000 principal amount of Old Notes that is validly tendered prior to 5:00 p.m., New York City time, on February 25, 2025, unless extended (as extended or otherwise, the “Early Tender Time”) and not validly withdrawn, holders will receive the exchange consideration of $1,000 principal amount of New Notes of the applicable series (the “Total Consideration”) in exchange for such Old Notes, as well as a consent solicitation fee in the amount of $2.50 in cash (the “Consent Solicitation Fee”) for consenting to the Proposed Amendments by tendering such Old Notes, all as set out in the table above.

In exchange for each $1,000 principal amount of Old Notes that is validly tendered after the Early Tender Time but prior to the Expiration Time (as defined herein) and not validly withdrawn, holders will receive the exchange consideration of $970 principal amount of New Notes of the applicable series, as set out in the table above (the “Exchange Offer Consideration”). Holders who have validly consented to the Proposed Amendments by tendering such Old Notes after the Early Tender Time but prior to the Expiration Time will not receive the Consent Solicitation Fee.

If a holder validly tenders Old Notes before the Early Tender Time, they may validly withdraw their tender in respect of such Old Notes at any time prior to the Expiration Time, but such holder will not receive the Total Consideration and the Consent Solicitation Fee unless such holder validly re-tenders such notes before the Early Tender Time. Tenders of Old Notes may not be withdrawn after the Expiration Time; provided that, if we have not yet accepted Old Notes for exchange by April 12, 2025 (the 60^th day following commencement of the Exchange Offers), tenders of Old Notes may also be validly withdrawn at any time after 12:00 Midnight, New York City time, on April 12, 2025, pursuant to Section 14(d)(5) of the U.S. Exchange Act (as defined herein) (as applicable to the Exchange Offers by way of Rule 162(a)(2) under the U.S. Securities Act (as defined herein)) (the “Extended Withdrawal Period”). Consents may be revoked only by validly withdrawing the associated tendered Old Notes prior to the Expiration Time (and may not be revoked at any time thereafter). A valid withdrawal of tendered Old Notes prior to the Expiration Time will be deemed to be a concurrent revocation of the related consent to the Proposed Amendments, and a revocation of a consent to the Proposed Amendments prior to the Expiration Time will be deemed to be a concurrent withdrawal of the related tendered Old Notes.

Other than the identity of the issuer, the terms of each series of the New Notes are economically identical and otherwise substantially similar in all material respects to the corresponding series of Old Notes, with those variations described under “Description of the Differences Between the New Notes and the Old Notes.” Each series of the New Notes will be fully and unconditionally guaranteed by TRC and the Subsidiary Guarantors, on a joint and several basis. Each series of the New Notes will have the same financial terms and substantially similar covenants as the corresponding series of Old Notes. The Old Notes are obligations of TRC and were issued under the Amended and Restated Indenture, dated as of December 21, 2010 (the “Thomson Reuters Base Indenture”), as amended, supplemented or otherwise modified by the Eighth Supplemental Indenture dated May 9, 2016 (the “2026 Old Notes Supplemental Indenture”), the Eighteenth Supplemental Indenture dated March 30, 2010 (the “2040 Old Notes Supplemental Indenture”), the Second Supplemental Indenture dated May 23, 2013 (the “4.50% 2043 Old Notes Supplemental Indenture”), the Fourth Supplemental Indenture dated November 21, 2013 (the “5.65% 2043 Old Notes Supplemental Indenture”) and the Seventh Supplemental Indenture dated August 9, 2005 (the “2035 Old Debentures Supplemental Indenture”, and together with the 2026 Old Notes Supplemental Indenture, the 2040 Old Notes Supplemental Indenture, the 4.50% 2043 Old Notes Supplemental Indenture and the 5.65% 2043 Old Notes Supplemental Indenture, the “Thomson Reuters Supplemental Indentures”, and together with the Thomson Reuters Base Indenture, the “Thomson Reuters Indenture”), among TRC, Computershare Trust Company of Canada (the “Canadian Trustee”) and Deutsche Bank Trust Company Americas (the “U.S. Trustee”, together with the Canadian Trustee, the “Trustees” and each trustee acting in such capacity for a specific series of New Notes is referred to as a “Trustee”). The New Notes will be issued under a trust indenture to be entered into in connection with the Exchange Offers for the Old Notes on the Settlement Date (as defined herein), as may be amended and supplemented from time to time, among TR Finance, TRC, the Subsidiary Guarantors, the Canadian Trustee and the U.S. Trustee (the “TR Finance Indenture”).

Interest will continue to accrue on the tendered Old Notes from the most recent interest payment date of the tendered Old Note to, but not including, the Settlement Date (as defined herein), irrespective of whether a record date for payment falls before or after the Settlement Date, which interest will be paid by TRC on the next interest payment date (and not on the Settlement Date). Interest on the applicable New Note will accrue from and including the Settlement Date to, but not including, the next interest payment date, which interest will be paid by TR Finance on the next interest payment date. Consequently, holders of New Notes who validly tender their Old Notes prior to the Early Tender Time and receive the Total Consideration will receive the same total amount of interest payments that they would have received had they not exchanged their Old Notes in the applicable Exchange Offer. 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. Holders of Old Notes that are accepted for exchange will be deemed to have (i) agreed to defer payment by TRC of the interest accrued on the tendered Old Notes to (but not including) the Settlement Date until the first interest payment date of the corresponding New Notes, and (ii) waived the right to receive any payment from TRC in respect of interest accrued on such Old Notes from and including the Settlement Date. Interest will continue to accrue on Old

Notes that are not tendered in the applicable Exchange Offer in accordance with the terms of such Old Notes. Subject to the minimum denominations as described herein, the principal amount of each New Note will be rounded down, if necessary, to the nearest integral multiple of $1,000 and TRC will pay cash equal to the difference between (i) the principal amount of the New Notes to which the tendering holder would otherwise be entitled and (ii) the principal amount of the New Notes actually issued.

The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on March 17, 2025, unless extended (as extended or otherwise, the “Expiration Time”). Holders may withdraw tendered Old Notes at any time before the Expiration Time; provided that, if we have not yet accepted Old Notes for exchange by April 12, 2025 (the 60^th day following commencement of the Exchange Offers), tenders of Old Notes may also be validly withdrawn at any time during the Extended Withdrawal Period. As of the date of this prospectus, there was an aggregate of US$1,869,045,000 U.S. dollar denominated aggregate principal amount of outstanding Old Notes.

Holders may not consent to the Proposed Amendments without tendering their Old Notes in the applicable Exchange Offer and may not tender their Old Notes for exchange without consenting to the applicable Proposed Amendments. By tendering Old Notes for exchange, holders will be deemed to have validly delivered their consent to the Proposed Amendments with respect to that specific series, as further described under “The Proposed Amendments”. Consents may be revoked only by validly withdrawing the associated tendered Old Notes prior to the Expiration Time (and may not be revoked at any time thereafter). A valid withdrawal of tendered Old Notes prior to the Expiration Time will be deemed to be a concurrent revocation of the related consent to the Proposed Amendments, and a revocation of a consent to the Proposed Amendments prior to the Expiration Time will be deemed to be a concurrent withdrawal of the related tendered Old Notes.

The consummation of each Exchange Offer and Consent Solicitation is subject to, and conditional upon, the satisfaction or waiver of the conditions discussed under “The Exchange Offers and Consent Solicitations — Conditions to the Exchange Offers and Consent Solicitations”. TRC may, at its option and in its sole discretion, waive any such conditions with respect to any of the Exchange Offers or Consent Solicitations, except the condition that the registration statement of which this prospectus forms a part has been declared effective under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and the condition that the Ontario Securities Commission (the “OSC”) has issued a receipt for the final prospectus relating to the Exchange Offers and Consent Solicitations in accordance with Multilateral Instrument 11-102 – Passport System and National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions (“MI 11-102”) on behalf of itself and the securities commissions in each of the other Provinces of Canada (the “Qualifying Authorities”). All conditions to the Exchange Offers and Consent Solicitations must be satisfied or, where permitted, waived, at or by the Expiration Time.

Subject to applicable law, each Exchange Offer and Consent Solicitation is being made independently of the other Exchange Offers and Consent Solicitations, and TRC reserves the right to terminate, withdraw, amend or waive any condition to each Exchange Offer and Consent Solicitation independently of the other Exchange Offers and Consent Solicitations at any time and from time to time, as described in this prospectus.

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”). The Old Notes are not and will not be listed on any securities exchange. We intend to apply to list the New Notes on a U.S. national securities exchange. 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.

 

 

We are permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare this prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are different from those of the United States. The financial statements of TRC and its consolidated subsidiaries (collectively, “Thomson Reuters”) included or incorporated by reference in this prospectus have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Therefore, Thomson Reuters’ consolidated financial statements and information included or incorporated by reference in this prospectus may not be comparable to financial statements prepared in accordance with U.S. generally accepted accounting principles. Thomson Reuters’ financial statements are audited in accordance with the standards of the Public Company Accounting

Oversight Board (PCAOB). PricewaterhouseCoopers LLP, TRC’s independent registered public accounting firm, has advised that they are independent of TRC within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario, and has complied with the auditor independence rules of the U.S. Securities and Exchange Commission (the “SEC”) and the requirements of the PCAOB.

Owning New Notes may have tax consequences in both the United States and Canada. This prospectus may not describe these tax consequences fully. You should consult your own tax advisor with respect to your own particular circumstances and read the tax discussion in this prospectus.

The ability of investors to enforce civil liabilities under U.S. federal securities laws may be affected adversely by the fact that TRC is incorporated under the laws of the Province of Ontario, Canada, some of the officers and directors of TRC, TR Finance and the Subsidiary Guarantors and some of the experts named in this prospectus and the documents incorporated by reference herein are non-U.S. residents, and some of Thomson Reuters’ assets and some of the assets of those officers, directors and experts may be located outside of the United States.

TR Finance, the Subsidiary Guarantors, certain of the directors of TRC, TR Finance and the Subsidiary Guarantors, and certain of the individuals who signed a certificate of this prospectus, including Erin C. Brown, Richard Napolitano, Sean Cannizzaro, Karen Hirsh, Steve Hasker, Michael Eastwood, Michael E. Daniels, Ragunath Ramanathan, Ryan Kessler, Elizabeth Beastrom and Brian Wilson, are incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or reside outside of Canada. These individuals and entities have appointed TRC’s Canadian subsidiary, Thomson Reuters Canada Limited, 19 Duncan Street, Toronto, Ontario M5H 3H1, Canada, as their agent for service of process in Canada. Noteholders are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the person has appointed an agent for service of process in Canada.

Prospective investors should be aware that, during the period of the Exchange Offers, the registrant or its affiliates, directly or indirectly, may bid for or make purchases of the securities to be distributed or to be exchanged, or certain related securities, as permitted by applicable laws or regulations of Canada or its provinces.

NEITHER THE SEC NOR ANY STATE OR PROVINCIAL SECURITIES COMMISSION OR SIMILAR AUTHORITY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TR Finance’s registered office is 251 Little Falls Drive, Wilmington, Delaware 19808, United States, and TR Finance’s head office is 2900 Ames Crossing Road, Suite 100, Eagan, Minnesota 55121, United States.

 

 

This investment involves risks. Prior to participating in the Exchange Offers and Consent Solicitations, please see the sections of this prospectus entitled “Cautionary Note Concerning Factors That May Affect Future Results” and “Risk Factors” for a discussion of the risks that holders should consider in connection with their investment in the New Notes.

There is currently no market through which the New Notes may be sold, and holders may not be able to resell New Notes received under this prospectus. This may affect the pricing of the New Notes in the secondary market, the transparency and availability of trading prices, the liquidity of the New Notes and the extent of issuer regulation. See “Risk Factors — Risk Factors Related to the New Notes — There may not be a trading market for the New Notes.”

If holders do not tender their Old Notes and the Exchange Offers are consummated, the applicable trading market for outstanding Old Notes may be significantly more limited. See “Risk Factors — Risk Factors Related to the Exchange Offers and Consent Solicitations — The liquidity of the Old Notes that are not exchanged will be reduced.”

Information with respect to a purchaser’s right to withdraw from or rescind an agreement to purchase New Notes is provided below. See “Purchasers’ Statutory Rights”.

This prospectus does not constitute an offer to buy or sell or a solicitation of an offer to buy or sell either Old Notes or New Notes in any jurisdiction in which, or to or from any person to or from whom it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this prospectus in certain jurisdictions (including, but not limited to the Cayman Islands, the European Economic Area (the “EEA”) (including, without limitation, Belgium, France and Italy), Hong Kong, Switzerland and the United Kingdom) may be restricted by law. Persons into whose possession this prospectus comes are required by TR Finance, TRC, the Subsidiary Guarantors, the Dealer Managers (as defined herein) and the Exchange Agent and Information Agent (as defined herein) to inform themselves about, and to observe, any such restrictions. See “Notices to Certain Non-U.S. and Non-Canadian Holders”.

 

 

None of TR Finance, TRC, the Subsidiary Guarantors, the Dealer Managers, the Exchange Agent and Information Agent, the Trustees or any other person, makes any recommendation as to whether holders of Old Notes should exchange their Old Notes in the Exchange Offers or provide their consent in connection with the Consent Solicitations.

No underwriter or dealer has been involved in the preparation of, or has performed any review of the contents of, this prospectus.

The dealer managers for the Exchange Offers and the solicitation agents for the Consent Solicitations (together, the “Dealer Managers”) are:

 

Lead Dealer Manager and Solicitation Agent:   J.P. Morgan

Co-Dealer Manager and Solicitation Agent:   RBC Capital Markets

 

 

The date of this prospectus is February 11, 2025.

TABLE OF CONTENTS

 

		Page
ABOUT THIS PROSPECTUS			1
WHERE HOLDERS CAN FIND MORE INFORMATION			1
NON-IFRS MEASURES			1
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES			2
DOCUMENTS INCORPORATED BY REFERENCE			4
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS			4
IMPORTANT TIMES AND DATES			6
SUMMARY			8
RISK FACTORS			31
THOMSON REUTERS			40
TR FINANCE			41
SUBSIDIARY GUARANTORS			41
CAPITALIZATION AND INDEBTEDNESS OF TRC			42
CAPITALIZATION AND INDEBTEDNESS OF TR FINANCE			44
SELECTED CONSOLIDATED FINANCIAL INFORMATION			44
INTEREST COVERAGE OF TRC			50
INTEREST COVERAGE OF TR FINANCE			51
PRIOR SALES			51
USE OF PROCEEDS			51
SELLING SECURITYHOLDER			51
THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS			52
DESCRIPTION OF THE DIFFERENCES BETWEEN THE NEW NOTES AND THE OLD NOTES			66
THE PROPOSED AMENDMENTS			71
DESCRIPTION OF NEW NOTES			75
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES			99
CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES			107
LEGAL MATTERS			111
NOTICES TO CERTAIN NON-U.S. AND NON-CANADIAN HOLDERS			112
EXPERTS			116
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT			117
PURCHASERS’ STATUTORY RIGHTS			117

ABOUT THIS PROSPECTUS

In this prospectus, “TR Finance” refers to TR Finance LLC, “TRC” refers to Thomson Reuters Corporation, “West Publishing” refers to West Publishing Corporation, “Thomson Reuters Applications” refers to Thomson Reuters Applications Inc., “Thomson Reuters (Tax & Accounting)” refers to Thomson Reuters (Tax & Accounting) Inc., “Guarantors” refers to TRC, West Publishing, Thomson Reuters Applications and Thomson Reuters (Tax & Accounting) and “Subsidiary Guarantors” refers to West Publishing, Thomson Reuters Applications and Thomson Reuters (Tax & Accounting). The words “we,” “us,” “our,” “our company” and “Thomson Reuters” refer to, collectively, TRC and its consolidated subsidiaries (including, for greater certainty, TR Finance and the Subsidiary Guarantors), unless the context requires otherwise. Unless otherwise indicated, references in this prospectus to “$”, “US$”, or “dollars” are to U.S. dollars, and references to “C$” are to Canadian dollars.

This prospectus does not contain all of the information contained in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. Holders should refer to the registration statement and the exhibits to the registration statement for further information with respect to TR Finance and the New Notes.

The financial statements of Thomson Reuters are presented in accordance with IFRS, as issued by the International Accounting Standards Board. Therefore, Thomson Reuters’ consolidated financial statements and information included or incorporated by reference in this prospectus may not be comparable to financial statements prepared in accordance with U.S. generally accepted accounting principles. Thomson Reuters’ financial statements are audited in accordance with the standards of the Public Company Accounting Oversight Board.

WHERE HOLDERS CAN FIND MORE INFORMATION

Information has been incorporated by reference in this prospectus from documents filed with the securities regulatory authorities in Canada and filed with, or furnished to, the SEC in the United States. Copies of the documents incorporated by reference in this prospectus may be obtained upon written or oral request without charge from Thomson Reuters Corporation, Attention: Investor Relations Department, 3 Times Square, New York, New York 10036, United States (telephone: 1.322.219.1046), and are also available electronically on the Thomson Reuters website at www.thomsonreuters.com. The information on the Thomson Reuters website is not incorporated by reference into this prospectus and should not be considered a part of this prospectus, and the reference to the Thomson Reuters website in this prospectus is an inactive textual reference only.

Holders may also access Thomson Reuters’ disclosure documents and any reports, statements or other information that Thomson Reuters files with the securities regulatory authorities in each of the provinces of Canada through the Internet on the Canadian System for Electronic Data Analysis and Retrieval +, which is commonly known by the acronym SEDAR+ and which may be accessed at www.sedarplus.ca. SEDAR+ is the Canadian equivalent of the SEC’s Electronic Document Gathering and Retrieval System, which is commonly known by the acronym EDGAR and which may be accessed at www.sec.gov. In addition to Thomson Reuters’ continuous disclosure obligations under the securities laws of the provinces of Canada, TRC is subject to the information requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and, in accordance with the U.S. Exchange Act, TRC files with and furnishes to the SEC reports and other information. Thomson Reuters’ filings are also electronically available from commercial document retrieval services, such as Westlaw.

Under the multijurisdictional disclosure system adopted by the United States and Canada, Thomson Reuters is permitted to incorporate by reference in this prospectus certain information it files with or furnishes to the SEC and the securities regulatory authorities in Canada, which means that Thomson Reuters can disclose important information to holders by referring holders to those documents. Information incorporated by reference is an important part of this prospectus. Information incorporated by reference must be filed as exhibits to the joint registration statement on Form F-10 and F-4 of which this prospectus forms a part.

NON-IFRS MEASURES

Thomson Reuters uses non-IFRS financial measures, which include ratios that incorporate one or more non-IFRS financial measures, as supplemental indicators of Thomson Reuters’ operating performance and

 

- 1 -

financial position as well as for internal planning purposes, Thomson Reuters’ management incentive programs and Thomson Reuters’ business outlook. Thomson Reuters believes non-IFRS financial measures provide more insight into Thomson Reuters’ performance. Non-IFRS measures do not have standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies, and should not be viewed as alternatives to measures of financial performance calculated in accordance with IFRS.

Thomson Reuters’ non-IFRS financial measures include:

 

●

Adjusted EBITDA and the related margin;

 

●

Adjusted EBITDA less accrued capital expenditures and the related margin;

 

●

Accrued capital expenditures as a percentage of revenues;

 

●

Adjusted earnings and adjusted earnings per share (EPS);

 

●

Effective tax rate on adjusted earnings;

 

●

Net debt and leverage ratio of net debt to adjusted EBITDA;

 

●

Free cash flow; and

 

●

Return on invested capital.

Thomson Reuters also reports changes in its revenues, operating expenses, adjusted EBITDA and the related margin, and adjusted EPS before the impact of foreign currency (or at “constant currency” or excluding the effects of currency), which is determined by converting the current and equivalent prior period’s local currency results using the same foreign currency exchange rate. These measures remove the impacts from changes in foreign currency exchange rates to provide better comparability of Thomson Reuters’ business trends from period to period. Thomson Reuters reports changes in revenues of its existing businesses at constant currency (or on an “organic” basis). Organic revenue growth excludes the distortive impacts of acquisitions and dispositions from owning the businesses in both comparable periods, and serves as a better measure of Thomson Reuters’ ability to grow its business over the long term. Thomson Reuters also reports revenues and adjusted EBITDA and the related margin on a combined basis for its Legal Professionals, Corporates and Tax & Accounting Professionals segments, which it refers to as its “Big 3” segments. The “Big 3” segments comprise approximately 80% of revenues and represent the core of Thomson Reuters’ business information service product offerings. Descriptions of non-IFRS financial measures used by Thomson Reuters, including an explanation of why Thomson Reuters believes they are useful measures of its performance, including Thomson Reuters’ ability to generate cash flow, and reconciliations to the most directly comparable IFRS financial measures are found in each of TRC’s management’s discussion and analysis for the three and nine months ended September 30, 2024 and the year ended December 31, 2023, each of which is incorporated by reference in this prospectus.

SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES

Notice to U.S. Investors

TRC is incorporated under and governed by the Business Corporations Act (Ontario), or the OBCA. The controlling shareholder of TRC and some of the directors and officers of TR Finance and the Guarantors, as well as certain of the experts named in this prospectus and the documents incorporated by reference into this prospectus, are non-U.S. residents and all or a substantial portion of their assets and a substantial portion of TRC’s assets are located outside of the United States. It may be difficult for holders of New Notes to effect service within the United States upon TRC’s controlling shareholder, the directors and officers of TR Finance and the Guarantors and the experts named in this prospectus and any documents incorporated by reference into this prospectus who are not residents of the United States or to enforce against them in the United States

 

- 2 -

judgments of courts of the United States predicated upon civil liability under United States federal securities laws. While we believe that a monetary judgment of a United States court predicated solely upon civil liability under United States federal securities laws would likely be enforceable in Canada if the United States court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes, we cannot assure holders that this will be the case. It is less certain that an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws.

Notice to Canadian Investors

TR Finance is a limited liability company formed under the laws of the State of Delaware, West Publishing is a corporation formed under the laws of the State of Minnesota, Thomson Reuters Applications is a corporation formed under the laws of the State of Delaware and Thomson Reuters (Tax & Accounting) is a corporation formed under the laws of the State of Texas.

TR Finance, the Subsidiary Guarantors, certain of the directors of TRC, TR Finance and the Subsidiary Guarantors, and certain of the individuals who signed a certificate of this prospectus reside outside of Canada. These individuals and entities have appointed TRC’s Canadian subsidiary, Thomson Reuters Canada Limited, as their agent for service of process in Canada:

 

Name of Person		Name and Address of Agent
TR Finance LLC   West Publishing Corporation   Thomson Reuters Applications Inc.   Thomson Reuters (Tax & Accounting) Inc.   Erin C. Brown   Richard Napolitano   Sean Cannizzaro   Karen Hirsh   Steve Hasker   Michael Eastwood   Michael E. Daniels   Ragunath Ramanathan   Ryan Kessler   Elizabeth Beastrom   Brian Wilson		Thomson Reuters Canada Limited 19 Duncan Street Toronto, Ontario M5H 3H1, Canada

Noteholders are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the person has appointed an agent for service of process in Canada.

 

- 3 -

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, which have been filed with the securities regulatory authorities in Canada and filed with, or furnished to, the SEC, are specifically incorporated by reference in this prospectus:

 

●

TRC’s audited consolidated financial statements for the year ended December 31, 2023 and the accompanying auditor’s report thereon;

 

●

TRC’s management’s discussion and analysis for the year ended December 31, 2023;

 

●

TRC’s annual report for the year ended December 31, 2023 (which also constitutes an annual information form);

 

●

TRC’s management proxy circular dated April 22, 2024, related to its annual meeting of shareholders held on June 5, 2024;

 

●

TRC’s unaudited consolidated interim financial statements for the three and nine months ended September 30, 2024;

 

●

TRC’s management’s discussion and analysis for the three and nine months ended September 30, 2024; and

 

●

TRC’s press release dated February 6, 2025 in respect of the announcement of TRC’s financial results for the quarter and year ended December 31, 2024.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained herein, or in any other subsequently filed or furnished document which also is or is deemed to be incorporated by reference herein, modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any information set forth in the document that it modifies or supersedes. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Any documents of the type referred to above, all material change reports (excluding confidential material change reports, if any), business acquisition reports and any “template version” of any “marketing materials” (each as defined in National Instrument 41-101 — General Prospectus Requirements) that TRC or TR Finance files with the securities regulatory authorities in Canada after the date of this prospectus and prior to the termination of the distribution of New Notes shall be deemed to be incorporated by reference into this prospectus. Each annual report on Form 40-F (or another applicable form) filed by TRC with the SEC will be incorporated by reference in the registration statement of which this prospectus forms a part. In addition, any report on Form 6-K (or another applicable form) filed or furnished by TRC with the SEC after the date of this prospectus shall be deemed to be incorporated by reference in the registration statement only if and to the extent expressly provided in such report. TRC’s reports on Form 6-K and its annual report on Form 40-F (and other SEC filings made by TRC) are available at the SEC’s website at www.sec.gov.

Holders should rely only on the information contained in or incorporated by reference in this prospectus and on the other information included in the registration statement of which this prospectus forms a part. Neither TRC nor TR Finance have authorized anyone to provide holders with different or additional information. Neither TRC nor TR Finance is making an offer of New Notes, respectively, in any jurisdiction where the offer is not permitted by law. Holders should not assume that the information contained in or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus.

CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

This prospectus contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws. When used in this prospectus or in the documents incorporated by reference herein, the words “will,” “expect,” “believe,” “target,” “estimate,” “could,” “should,” “intend,”

 

- 4 -

“predict”, “project” and similar expressions identify forward-looking statements. While Thomson Reuters believes that it has a reasonable basis for making forward-looking statements in this prospectus, they are not a guarantee of future performance or outcomes and there is no assurance that any of the events described in any forward-looking statement will materialize. Forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from current expectations. Many of these risks, uncertainties and assumptions are beyond our company’s control and the effects of them can be difficult to predict. These risks include, but are not limited to:

 

●

uncertainty, downturns and changes in the markets that our company serves;

 

●

failures of artificial intelligence (“AI”) initiatives to enhance products or meet customer expectations;

 

●

actions of competitors;

 

●

failure to keep pace with rapid technological developments to provide new products, services, applications and functionalities to meet customers’ needs, attract new customers and retain existing ones, or expand into new geographic markets and identify areas of higher growth;

 

●

failure to derive fully the anticipated benefits from existing or future acquisitions, dispositions or other strategic investments, including joint ventures and investments;

 

●

failure to protect the brands and reputation of Thomson Reuters;

 

●

fraudulent or unpermitted data access or other cyber-security or privacy breaches;

 

●

social and ethical issues from the use of AI or other evolving technologies in our products could result in reputational or competitive harm, or result in legal liability;

 

●

failures or disruptions of data centers, network systems, telecommunications, or the Internet;

 

●

failure to attract, engage and retain high quality, talented and diverse management and key employees;

 

●

failure to adapt to organizational changes and effectively implement strategic initiatives;

 

●

failure to meet the challenges involved in operating globally, including risks associated with persisting geopolitical tensions and ongoing protectionism measures (including the potential imposition of new tariffs as well as related retaliatory measures);

 

●

dependency on third parties for data, information and other services;

 

●

changes to law and regulations related to privacy, data security, data protection, the use of AI and other areas;

 

●

inadequate protection of intellectual property rights;

 

●

tax matters, including changes to tax laws, regulations and treaties;

 

●

threat of legal actions and claims;

 

●

risk of antitrust/competition-related claims or investigations;

 

●

failure to maintain a high renewal rate for recurring, subscription-based arrangements;

 

●

fluctuations in foreign currency and interest rates;

 

- 5 -

●

downgrading of credit ratings limit access to debt markets or increase borrowing costs;

 

●

the effect of factors outside of the control of Thomson Reuters on funding obligations in respect of pension and post-retirement benefit arrangements;

 

●

impairment charges associated with goodwill and other identifiable intangible assets;

 

●

actions or potential actions that could be taken by TRC’s principal shareholder, The Woodbridge Company Limited (“Woodbridge”); and

 

●

the ability of Thomson Reuters Founders Share Company to affect TRC’s governance and management.

These factors and other risk factors described herein, including under the section of this prospectus entitled “Risk Factors”, and in some of the documents incorporated by reference in this prospectus represent risks that management believes are material. There is no assurance that any forward-looking statements will materialize. Holders are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of the date of this prospectus. Except as may be required by applicable law, we disclaim any intention or obligation to update or revise any forward-looking statements. Additional factors are discussed in our materials filed with the securities regulatory authorities in Canada and filed with, or furnished to, the SEC from time to time, including TRC’s annual information form for the year ended December 31, 2023, which is contained in TRC’s annual report on Form 40-F for the year ended December 31, 2023, and the other documents incorporated by reference herein.

IMPORTANT TIMES AND DATES

Please take note of the following important times and dates in connection with the Exchange Offers and Consent Solicitations. These dates assume no extension of the Early Tender Time or the Expiration Time applicable to the Exchange Offers and Consent Solicitations.

 

Date		Time and Calendar Date		Event
Commencement Date		February 11, 2025		The commencement of the Exchange Offers and Consent Solicitations.
Early Tender Time		5:00 p.m., New York City time, on February 25, 2025, unless extended.		The deadline for holders to tender Old Notes in order to be eligible to receive the applicable Total Consideration and Consent Solicitation Fee in respect of such Old Notes accepted for exchange in the Exchange Offers and Consent Solicitations.   TRC reserves the right to extend the Early Tender Time without extending the Expiration Time.
Expiration Time		5:00 p.m., New York City time, on March 17, 2025, unless extended.		The deadline for holders to tender Old Notes in order to be eligible to receive the Exchange Offer Consideration for Old Notes accepted for exchange in the Exchange Offers.   The deadline for holders who have validly tendered Old Notes to validly withdraw such Old Notes.

 

- 6 -

Date		Time and Calendar Date		Event
Settlement Date		Promptly after the Expiration Time and expected to be the third business day after the Expiration Time.		If, as of the Expiration Time, all conditions have been or are concurrently satisfied or waived by TRC in respect of the Exchange Offers and Consent Solicitations for a given series of Old Notes, TRC will accept for exchange all Old Notes of such series validly tendered and not validly withdrawn pursuant to the applicable Exchange Offer and Consent Solicitation prior to the Expiration Time and pay the Total Consideration and the Consent Solicitation Fee or the Exchange Offer Consideration, as applicable. TRC will effect the Exchange Offers and Consent Solicitations by: (i) subscribing for the principal amount of each series of New Notes that corresponds to the consideration payable (taking into account the Total Consideration or Exchange Offer Consideration, as applicable) for the amount of validly tendered and accepted Old Notes of the corresponding series, (ii) satisfying repayment of the principal amount of such Old Notes by delivering to the holders thereof such New Notes, and (iii) where applicable, paying the Consent Solicitation Fee to holders as consideration for consenting to the Proposed Amendments.

 

- 7 -

 

- 8 -

 

- 9 -

 

- 10 -

 

- 11 -

 

- 12 -

 

- 13 -

 

- 14 -

 

- 15 -

 

- 16 -

 

- 17 -

 

- 18 -

 

- 19 -

 

- 20 -

 

- 21 -

 

- 22 -

 

- 23 -

 

- 24 -

 

- 25 -

 

- 26 -

 

- 27 -

 

- 28 -

 

- 29 -

 

- 30 -

RISK FACTORS

Participating in the Exchange Offers and Consent Solicitations is subject to certain risks. Before deciding to participate and invest in the New Notes, holders should consider carefully the risk factors set forth below and those under the heading “Risk Factors” in TRC’s annual information form, which is contained in TRC’s annual report on Form 40-F for the year ended December 31, 2023, as well as the other information contained in and incorporated by reference in this prospectus (including subsequently filed documents incorporated by reference). If any of the events or developments discussed in these risks actually occur, TR Finance’s business, financial condition or results of operations, or the value of the New Notes, could be adversely affected.

Risk Factors Related to the Exchange Offers and Consent Solicitations

Our board of directors has not made a recommendation as to whether you should tender your Old Notes in exchange for New Notes in the Exchange Offers, and we have not obtained a third-party determination that the Exchange Offers are fair to holders of Old Notes.

The board of directors of TRC and TR Finance have not made, and will not make, any recommendation as to whether holders of Old Notes should tender their Old Notes in exchange for New Notes pursuant to the Exchange Offers.

TRC and TR Finance have not retained, and do not intend to retain, any unaffiliated representative to act solely on behalf of the holders of the Old Notes for purposes of negotiating the terms of the Exchange Offers, or preparing a report or making any recommendation concerning the fairness of the Exchange Offers. Therefore, if you tender your Old Notes, you may not receive more than or as much value as if you chose to keep them. Holders of Old Notes must make their own independent decisions regarding their participation in the Exchange Offers.

The liquidity of the Old Notes that are not exchanged will be reduced.

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. More limited trading markets might adversely affect the liquidity, market price and price volatility of these securities, which may trade at a discount to the price at which the securities would trade if the amount outstanding were not reduced, depending on prevailing interest rates, the market for similar securities and other factors. However, there can be no assurance that active markets in the unexchanged Old Notes will continue to exist, develop or be maintained or as to the prices at which the unexchanged Old Notes may be traded. In addition, if the Proposed Amendments become effective, it could have a further negative effect on the trading markets or market price of the unexchanged Old Notes.

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 Proposed Amendments would, among other things:

 

●

modify the Thomson Reuters Base Indenture with respect to the Old Notes to eliminate the events of default for breach of covenant and bankruptcy and insolvency related events (so that the only remaining events of default applicable to the Old Notes under the Thomson Reuters Base Indenture would be in respect of the default in the payment of any interest or related coupon due and payable, in the payment of the principal or premium on maturity, or in the deposit of any sinking fund or analogous payment when due, or any other event of default provided with respect to the Old Notes of that series);

 

●

eliminate certain reporting requirements of TRC with respect to the Old Notes contained in the Thomson Reuters Base Indenture (so that TRC is only required to comply with the reporting requirements under the Trust Indenture Act);

 

- 31 -

●

eliminate the covenants that restrict TRC from amalgamating or consolidating with or merging into any other person, or conveying, transferring or leasing its properties and assets substantially as an entirety to any person unless certain conditions are satisfied;

 

●

eliminate the covenants that restrict TRC from (i) creating or permitting to subsist after knowledge of the existence thereof any security interest upon any part of its undertaking or assets to secure any indebtedness of TRC, or (ii) permitting any material subsidiary of TRC to give any guarantee to secure any indebtedness of TRC unless certain conditions are satisfied or a specified exception applies;

 

●

eliminate the provisions in the applicable Thomson Reuters Supplemental Indentures requiring TRC, upon the occurrence of a change of control triggering event, to offer to repurchase the Old Notes of the applicable series; and

 

●

eliminate certain events of default contained in the Thomson Reuters Supplemental Indentures applicable to the respective series of Old Notes, including to eliminate the events of default arising upon a failure to repay the principal amount of any indebtedness of TRC or any material subsidiary at its final maturity, such principal amount being declared due and payable prior to its final maturity as a result of a default thereunder, a failure to honor a guarantee of such indebtedness, and the failure by TRC to comply with the change of control triggering event provisions contained therein (so that the only remaining events of default applicable to the Old Notes under the Thomson Reuters Base Indenture would be those listed in Section 501 of the Thomson Reuters Base Indenture, as modified by the Proposed Amendments).

If the Proposed Amendments become effective with respect to a particular series of Old Notes, each non-exchanging holder of the Old Notes of that series will be bound by the Proposed Amendments even if such holder did not consent to the Proposed Amendments. The Thomson Reuters Indenture, as amended by the Proposed Amendments, would permit TRC to take certain previously prohibited actions that could increase the credit risk with respect to TRC and its subsidiaries, and might adversely affect the liquidity, market price and price volatility of the Old Notes or otherwise be adverse to the interests of the holders of the Old Notes. Although the Requisite Consents for a given series of Old Notes must be received in order for the applicable terms of such Old Notes and the Thomson Reuters Indenture with respect to such Old Notes to be amended, if the Requisite Consent Condition is not satisfied with respect to such series of Old Notes, the Proposed Amendments may still become effective with respect to any other series of Old Notes for which the Requisite Consents are received and the Requisite Consent Condition is satisfied. See “The Proposed Amendments”.

Certain terms of the New Notes will be different from those of the Old Notes.

The New Notes will have the same maturity, interest rates, interest payment dates and redemption terms as the respective Old Notes for which they are exchanged. The New Notes will be fully and unconditionally guaranteed by TRC and the Subsidiary Guarantors on a senior unsecured basis, jointly and severally. Such guarantees are subject to release in certain circumstances pursuant to the TR Finance Indenture. 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. As such, it is expected that the remaining Old Notes (and all other series of notes under the Thomson Reuters Indenture) and the New Notes will be effectively pari passu. See “Description of the Differences Between the New Notes and the Old Notes.” On or about the Settlement Date, it is anticipated that the Thomson Reuters Base Indenture will be amended and restated to give effect to the guarantees of the Old Notes and other series of notes under the Thomson Reuters Indenture by the Subsidiary Guarantors, as described above. Certain other terms of the New Notes, including those described under the caption “Description of the Differences Between the New Notes and the Old Notes,” will be different from those of the Old Notes. Holders of Old Notes should review the terms of the New Notes and the Old Notes and consider the differences carefully.

If the Requisite Consents applicable to a series of Old Notes are obtained (and the Proposed Amendments to such series of Old Notes become effective), such amendments will apply to all Old Notes of such series that are not exchanged in the applicable Exchange Offer, even though the remaining holders of such Old Notes did not consent to the Proposed Amendments. Thereafter, all such Old Notes will be governed by the Thomson Reuters

 

- 32 -

Indenture, as amended by the Proposed Amendments. If the Proposed Amendments become effective, the Thomson Reuters Indenture will have fewer restrictive terms and afford reduced protection to the remaining holders of the Old 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 cancel one or more of the Exchange Offers and Consent Solicitations in specified circumstances, and consummation of the Exchange Offers and Consent Solicitations may be delayed if the conditions for consummation are not satisfied or waived. The consummation of the Exchange Offers and Consent Solicitations is subject to, and conditional upon, the satisfaction or waiver of the conditions discussed under “The Exchange Offers and Consent Solicitations – Conditions to the Exchange Offers and Consent Solicitations”. If a holder validly tenders Old Notes before the Early Tender Time, such holder may validly withdraw their tender in respect of such Old Notes at any time before the Expiration Time. Tenders of Old Notes may not be withdrawn after the Expiration Time; provided that, if we have not yet accepted Old Notes for exchange by April 12, 2025 (the 60^th day following commencement of the Exchange Offers), tenders of Old Notes may also be validly withdrawn at any time during the Extended Withdrawal Period. Consents may be revoked only by validly withdrawing the associated tendered Old Notes prior to the Expiration Time (and may not be revoked at any time thereafter). A valid withdrawal of tendered Old Notes prior to the Expiration Time will be deemed to be a concurrent revocation of the related consent to the Proposed Amendments, and a revocation of a consent to the Proposed Amendments prior to the Expiration Time will be deemed to be a concurrent withdrawal of the related tendered Old Notes.

If an Exchange Offer or Consent Solicitation is not completed or is delayed, the respective market prices of any or all of the series of Old Notes in such Exchange Offer or Consent Solicitation may decline to the extent that the respective current market prices reflect an assumption that such Exchange Offer or Consent Solicitation has been or will be completed. Additionally, if the Exchange Offers and Consent Solicitations are extended, even if the Exchange Offers and Consent Solicitations are consummated, the Exchange Offers and Consent Solicitations may not be consummated on the dates specified in this prospectus. Accordingly, holders participating in such Exchange Offer and Consent Solicitation may have to wait longer than expected to receive their New Notes and the Consent Solicitation Fee, during which time those holders of Old Notes will not be able to effect transfers of their Old Notes tendered for exchange.

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.

TRC may, to the extent permitted by applicable law and the Thomson Reuters Indenture, after the Settlement Date, seek to acquire, discharge, defease or redeem some or all of the Old Notes that are not tendered and accepted in the Exchange Offers, whether through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemption, discharge, defeasance or otherwise, upon such terms and at such prices as we may determine or as may be provided for in the Thomson Reuters Indenture, as the case may be. The terms of any such transaction could differ from the terms of the Exchange Offers and may be more or less favorable to holders of Old Notes. We cannot assure you whether TRC will choose to pursue any of these alternatives.

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.

TRC will deliver the New Notes in exchange for a holder’s Old Notes only if such holder tenders such Old Notes by electronic transmittal through DTC’s ATOP procedures and delivers all other required documents before expiration of the Exchange Offers and Consent Solicitations. Holders should allow sufficient time to ensure timely delivery of the necessary documents. None of TRC, TR Finance, the Subsidiary Guarantors, the Dealer Managers, the Exchange Agent and Information Agent, or any other person, is under any duty to give notification of defects or irregularities with respect to the tenders of Old Notes for exchange.

 

- 33 -

Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Exchange Offers and Consent Solicitations. Accordingly, beneficial owners wishing to participate in the Exchange Offers and Consent Solicitations should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Exchange Offers and Consent Solicitations.

Upon consummation of the Exchange Offers, holders who exchange Old Notes will lose their rights under such Old Notes.

If you validly tender Old Notes (and do not validly withdraw them) and your Old Notes are accepted for exchange pursuant to the Exchange Offers, the principal amount of such Old Note will be considered repaid and you will lose all of your rights as a holder of the exchanged Old Notes, including, without limitation, your right to future interest and principal payments with respect to the exchanged Old Notes. See “— Risk Factors Related to the New Notes” below for more information.

If you tender your Old Notes after the Early Tender Time, and your Old Notes are accepted for exchange, you will only receive the Exchange Offer Consideration.

Holders who validly tender their Old Notes after the Early Tender Time and whose Old Notes are accepted for exchange pursuant to the Exchange Offers will only receive the Exchange Offer Consideration, which consists of $970 principal amount of New Notes of the applicable series, and will not receive the Total Consideration, which consists of the exchange consideration of $1,000 principal amount of New Notes of the applicable series. In addition, holders who validly consent to the Proposed Amendments by tendering such Old Notes after the Early Tender Time but prior to the Expiration Time will not receive the Consent Solicitation Fee.

The consideration to be received in the Exchange Offers does not reflect any valuation of the Old Notes or the New Notes and is subject to market volatility.

We have made no determination that the consideration to be received in the Exchange Offers represents a fair valuation of the Old Notes or the New Notes. We have not obtained an opinion from any financial advisor about the fairness to TRC, to TR Finance or to holders of the consideration to be received by holders who tender their Old Notes.

None of TRC, TR Finance, the Subsidiary Guarantors, the Dealer Managers, the Exchange Agent and Information Agent, the Trustees or any affiliate of any of them, or any other person, makes any recommendation as to whether holders of the Old Notes should exchange such notes for New Notes in the Exchange Offers or deliver consents to the Proposed Amendments.

Canadian holders generally will recognize income, gain or loss for Canadian federal income tax purposes upon the exchange of Old Notes for New Notes.

The exchange of Old Notes for New Notes pursuant to the Exchange Offers will be treated as a taxable disposition of Old Notes for Canadian federal income tax purposes. Accordingly, a Resident Holder (as defined in “Certain Canadian Federal Income Tax Consequences — Holders Resident in Canada”) that tenders Old Notes in exchange for New Notes and any cash consideration generally will recognize income, gain or loss for Canadian federal income tax purposes. See “Certain Canadian Federal Income Tax Consequences.”

U.S. holders generally will recognize gain or loss for U.S. federal income tax purposes upon the exchange of Old Notes for New Notes.

The exchange of Old Notes for New Notes pursuant to the Exchange Offers will be treated as a taxable disposition of Old Notes in exchange for New Notes for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in “Certain U.S. Federal Income Tax Consequences — Tax Consequences to Exchanging U.S. Holders”) that tenders Old Notes in exchange for New Notes generally will recognize gain or loss for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Consequences — Tax Consequences to Exchanging U.S. Holders — The Exchange Offers.”

 

- 34 -

If a series of New Notes is treated as issued with original issue discount for U.S. federal income tax purposes, U.S. holders of such series of New Notes generally would be required to recognize income for U.S. federal income tax purposes in advance of the receipt of cash attributable to such income.

If the issue price of a series of New Notes (as determined in the manner described below under “Certain U.S. Federal Income Tax Consequences — Tax Consequences to Exchanging U.S. Holders — The Exchange Offers — Issue Price of the New Notes”) is less than their principal amount by an amount that is more than or equal to a de minimis amount, the New Notes would be treated as issued with original issue discount (“OID”) for U.S. federal income tax purposes in an amount equal to such difference. In such case, a U.S. Holder generally would be required to include such OID in income as it accrues according to a “constant yield” method, regardless of the holder’s method of accounting and in advance of the receipt of cash attributable to such income. U.S. Holders should consult their tax advisers regarding the tax consequences of owning New Notes treated as issued with OID. See “Certain U.S. Federal Income Tax Consequences — Tax Consequences to Exchanging U.S. Holders — Ownership of the New Notes.”

If the proceeds of disposition of an Old Note exceed the principal amount of such Old Note, a Canadian holder may be required to include all or part of such excess in income in the taxation year in which the disposition occurs notwithstanding that the Canadian holder may receive no cash attributable to such income.

If the proceeds of disposition of an Old Note exceed the principal amount of such Old Note, a Canadian holder who holds the Old Notes on capital account may be required to include all or part of such excess in income (rather than as a capital gain) in the taxation year in which the disposition occurs notwithstanding that the Canadian holder may receive no cash attributable to such income and may not be entitled to an offsetting deduction in that taxation year or in a subsequent taxation year. In those circumstances it is possible that a Canadian holder may be entitled to recognize a capital loss on the disposition of the Old Notes in the taxation year or a subsequent disposition of the New Notes in the taxation year or a subsequent taxation year; however, if a Canadian holder realizes a capital loss, such loss is deductible only against capital gains of the Canadian holder and not other amounts included in the Canadian holder’s income. See “Certain Canadian Federal Income Tax Consequences — Taxation of the Exchange Offers and Consent Solicitations”.

The U.S. federal income tax consequences to holders who do not tender their Old Notes pursuant to the Exchange Offers are unclear.

The adoption of the Proposed Amendments to the applicable Thomson Reuters Indenture may result in a deemed exchange of Old Notes for “new” notes for U.S. federal income tax purposes. If, as we believe is more likely, the adoption of the Proposed Amendments does not result in such a deemed exchange, then non-exchanging holders should not recognize gain or loss for U.S. federal income tax purposes as a result of the adoption of the Proposed Amendments and the completion of the Exchange Offers. However, if, contrary to our intended tax position, the adoption of the Proposed Amendments results in such a deemed exchange, then the U.S. federal income tax consequences to a U.S. Holder could differ materially from the tax consequences if there were not such a deemed exchange, and such consequences could include the recognition of taxable gain upon the deemed exchange of the Old Notes for “new” notes. See “Certain U.S. Federal Income Tax Consequences — Tax Consequences to Non-Exchanging Holders.”

Our actual financial results may differ, potentially materially, from the forward-looking information incorporated by reference in this prospectus.

We have 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. This outlook and our updated 2026 financial framework are based upon a number of assumptions and estimates that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. This outlook and our updated 2026 financial framework are preliminary, subject to change, and based only upon information available as of the date it was released. Our actual results may prove to be different, potentially materially, from the forward-looking information incorporated by reference herein. In light of the foregoing, investors are urged to consider this forward-looking information in context and to not place undue reliance on it.

 

- 35 -

Risk Factors Related to the New Notes

TR Finance’s ability to meet its financial obligations is dependent on receipt of funds from other companies in the Thomson Reuters group.

TR Finance is a financing vehicle for TRC and its consolidated subsidiaries. TR Finance has no independent operations, other than raising debt for use by Thomson Reuters, hedging such debt when appropriate and on-lending funds to companies in the Thomson Reuters group. TR Finance will lend substantially all net proceeds of its borrowings (including the cash subscription price received from TRC as consideration for the New Notes issued to TRC in connection with the Exchange Offers) to companies in the Thomson Reuters group. Accordingly, the likelihood that holders of the New Notes will receive interest, principal payments and any premiums will depend on the financial position of such companies in the Thomson Reuters group and their ability to make interest payments on, and repay, such loans, and on the financial position and creditworthiness of the Guarantors.

There may not be a trading market for the New Notes.

Although we intend to apply to list the New Notes on a U.S. national securities exchange, there can be no assurance that any series of New Notes will be listed or as to the development or liquidity of any market for the New Notes. There can also be no assurance regarding the ability of holders of New Notes to sell their New Notes or the price at which such holders may be able to sell their New Notes. If a trading market were to develop, the New Notes could trade at prices that may be higher or lower than the initial offering price and this may result in a return that is greater or less than the interest rate on the New Notes, in each case depending on many factors, including, among other things, prevailing interest rates, Thomson Reuters’ financial results, any change in Thomson Reuters’ credit-worthiness and the market for similar securities.

The Dealer Managers may make a market in the New Notes as permitted by applicable laws and regulations but will have no obligation to do so, and any such market-making activities may be discontinued at any time. Therefore, there can be no assurance as to the liquidity of any trading market for the New Notes or that an active public market for the New Notes will develop, in which case you may be unable to sell the New Notes at opportune times, at opportune prices or at all.

Credit ratings may not reflect all risks of an investment in the New Notes and may change.

There can be no assurance that the credit ratings assigned to the New Notes will remain in effect for any given period of time or that the ratings will not be withdrawn or revised at any time. There can be no assurance that DBRS (as defined herein), Fitch (as defined herein), S&P (as defined herein), Moody’s (as defined herein) or any other rating agency will not downgrade its ratings on the New Notes. Real or anticipated changes in credit ratings on the New Notes may affect the market value of the New Notes. In addition, real or anticipated changes in credit ratings can affect the cost at which we can access the capital markets.

The New Notes will be unsecured and would rank equal in right of payment to TR Finance’s existing and future unsecured indebtedness and would be effectively subordinated to any of TR Finance’s future secured indebtedness and any of the Guarantors’ existing and future secured indebtedness.

The New Notes will be unsecured and would rank equal in right of payment to TR Finance’s existing and future unsecured indebtedness. In addition, the New Notes would be effectively subordinated in right of payment to any of TR Finance’s future secured indebtedness, to the extent of the value of the assets securing such indebtedness. TR Finance will not be restricted in its ability to make investments or incur debt. The Guarantee Obligations (as defined herein) will be unsecured and effectively subordinated in right of payment to all of the Guarantors’ existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness.

 

- 36 -

The TR Finance Indenture will not restrict the ability of the Guarantors or TR Finance to incur additional indebtedness.

The TR Finance Indenture will not restrict any Guarantor or TR Finance’s ability to incur additional indebtedness, including secured indebtedness generally, which would have a prior claim on the assets securing that indebtedness. Incurrence of additional indebtedness may have important consequences for holders of the New Notes, including making it more difficult for the Guarantors or TR Finance to satisfy its obligations with respect to the New Notes, increasing the amount of indebtedness ranking equal or (if secured) effectively senior to the New Notes in the event of bankruptcy or insolvency, resulting in a loss in the trading value of the New Notes, if any, and increasing the risk that the credit rating of the New Notes is lowered or withdrawn.

In the event of insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up of any Guarantor or TR Finance, their respective assets that serve as collateral for any secured indebtedness would be made available to satisfy their respective obligations to secured creditors before any payments are made on the New Notes or the Guarantee Obligations. If there is not enough collateral to satisfy all secured obligations, then any remaining amounts payable in respect of secured obligations would share equally with all senior unsecured obligations, including payment obligations in respect of the New Notes and the Guarantee Obligations (as defined herein). See “Description of New Notes – General”.

The Guarantee Obligations are effectively subordinated to all liabilities of the Guarantors’ subsidiaries other than TR Finance and the Subsidiary Guarantors.

None of the Guarantors’ subsidiaries has guaranteed or otherwise become obligated with respect to the New Notes, except for, with respect to TRC, TR Finance and the Subsidiary Guarantors. Accordingly, each Guarantor’s right to receive assets from any of its subsidiaries upon such subsidiary’s bankruptcy, liquidation or reorganization, and the right of holders of the New Notes to participate in those assets, is effectively subordinated to claims of that subsidiary’s creditors, including trade creditors.

TR Finance and the Guarantors will make only limited covenants in the TR Finance Indenture and these limited covenants may not protect a holder’s investment.

The TR Finance Indenture will not:

 

●

require TR Finance or the Guarantors to maintain any financial ratios or specific levels of net worth, revenues, income, cash flows or liquidity and, accordingly, does not protect holders of the New Notes in the event that TR Finance experiences significant adverse changes in its financial condition or results of operations;

 

●

limit TR Finance or TRC’s ability to incur indebtedness that is equal in right of payment to the New Notes;

 

●

limit the Subsidiary Guarantors’ ability to incur any secured or unsecured indebtedness;

 

●

restrict TR Finance or the Guarantors’ ability to repurchase its shares;

 

●

restrict TR Finance or the Guarantors’ ability to make investments or to pay dividends or make other payments in respect of TR Finance’s or the Guarantors’ shares or other securities ranking junior to the New Notes; or

 

●

necessarily afford holders of New Notes protection should TR Finance or the Guarantors be involved in a transaction that significantly increases TR Finance’s leverage.

The TR Finance Indenture will contain only limited protections in the event of many types of transactions that TRC, TR Finance or the Subsidiary Guarantors could engage in, including acquisitions, refinancings, dispositions, recapitalizations, restructurings or other reorganizations or material strategic transactions that could substantially affect TR Finance’s capital structure and the value of the New Notes. If any such transaction should occur, the value of a holder’s New Notes may decline.

 

- 37 -

The Subsidiary Guarantors may be released from their Guarantee Obligations in certain circumstances.

As described under “Description of New Notes — Guarantees,” the Subsidiary Guarantors may be released from their Guarantee Obligations without the consent of the holders of the New Notes in certain circumstances, including a release of a guarantee by the applicable Subsidiary Guarantor if such Subsidiary Guarantor is no longer a direct or indirect 100%-owned subsidiary of TRC.

The Guarantors may be limited by U.S. bankruptcy law in their ability to fulfill their respective Guarantee Obligations.

Federal and state statutes could allow courts, under specific circumstances, to void the Guarantees, subordinate claims in respect of the notes and require note holders to return payments received from Guarantors.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could void a guarantee or claims related to the notes or subordinate a guarantee to all of TR Finance’s other debts or to all other debts of a Guarantor if, among other things, TR Finance or a Guarantor, at the time TR Finance or such Guarantor incurred the indebtedness evidenced by its guarantee:

 

●

intended to hinder, delay or defraud any present or future creditor; or

 

●

received less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness and either:

 

●

the Guarantor was insolvent or rendered insolvent by reason of such incurrence;

 

●

the Guarantor was engaged in a business or transaction for which the Guarantor’s remaining assets constituted unreasonably small capital; or

 

●

the Guarantor intended to incur, or believed that it would incur, debts beyond the Guarantor’s ability to pay such debts as they mature.

In addition, a court could void any payment by a Guarantor pursuant to the New Notes or a guarantee and require that payment be returned to such Guarantor or to a fund for the benefit of the creditors of the Guarantor. The measures of insolvency for purposes of fraudulent transfer laws will vary depending upon the governing law in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a Guarantor would be considered insolvent if:

 

●

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

 

●

the present fair saleable value of all of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

 

●

it could not pay its debts as they become due.

There can be no assurance as to what standard a court would apply in making such determinations or that a court would agree with TR Finance or any Guarantors’ conclusions in this regard.

Canadian bankruptcy and insolvency laws may impair the Trustees’ ability to enforce certain remedies under the New Notes.

TRC is organized under the laws of the Province of Ontario, Canada, and a portion of its assets are located in Canada. The rights of the Trustees to enforce certain remedies under the TR Finance Indenture could be

 

- 38 -

delayed by the restructuring provisions of applicable Canadian federal bankruptcy, insolvency and other restructuring legislation if the benefit of such legislation is sought with respect to TRC. For example, both the Bankruptcy and Insolvency Act (Canada) and the Companies’ Creditors Arrangement Act (Canada) contain provisions enabling an insolvent person to obtain a stay of proceedings against its creditors and to file a proposal or plan of compromise or arrangement to be voted on by the various classes of its affected creditors. A restructuring proposal, compromise or arrangement, if accepted by the requisite majorities of each affected class of creditors, and if approved by the relevant Canadian court, would be binding on all creditors within each affected class, including those creditors that did not vote to accept the proposal, compromise or arrangement. Moreover, this legislation, in certain instances, permits the insolvent debtor to retain possession and administration of its property, subject to court oversight, even though it may be in default under the applicable debt instrument, during the period that the stay against proceedings remains in place.

Your ability to enforce civil liabilities under U.S. federal securities laws may be adversely affected because TRC is organized under the laws of Canada, many of the directors and officers of TRC, TR Finance and the Subsidiary Guarantors and some experts named herein are residents of Canada, and a substantial portion of Thomson Reuters’ assets and assets of such persons are located outside the United States.

TRC is organized under the laws of the Province of Ontario, Canada. A substantial portion of Thomson Reuters’ assets are located outside the United States, and many of the directors and officers of TRC, TR Finance and the Subsidiary Guarantors and some of the experts named herein are residents of jurisdictions outside of the United States and the assets of such persons may be located outside of the United States. As a result, it may be difficult to effect service within the United States upon TRC and those directors, officers and experts, or to enforce judgments obtained in U.S. courts against us or such persons either inside or outside of the United States, or to enforce in U.S. courts judgments obtained against TRC or such persons in courts in jurisdictions outside the United States, in any action predicated upon the civil liability provisions of the federal securities laws of the United States. There is no certainty that civil liabilities predicated solely upon the federal securities laws of the United States can be enforced in Canada, whether by original action or by seeking to enforce a judgment of U.S. courts. In addition, punitive damages awards in actions brought in the United States or elsewhere may be unenforceable in Canada.

The price at which you will be able to sell your New Notes prior to maturity will depend on a number of factors and may be substantially less than the amount you originally exchanged it for.

We believe that the value of the New Notes in any secondary markets will be affected by the supply and demand of the New Notes, the interest rate and a number of other factors. Some of these factors are interrelated in complex ways. As a result, the effect of any one factor may be offset or magnified by the effect of another factor. We have summarized below what we expect to be the impact on the market value of the New Notes of a change in a specific factor, assuming all other conditions remain constant.

 

●

Market Interest Rates. In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market interest rates will decline. Consequently, if a holder holds New Notes and market interest rates increase, the market value of such New Notes may decline. Neither TRC nor TR Finance can predict future levels of market interest rates.

 

●

Our Credit Ratings, Financial Condition and Results. Actual or anticipated changes in our credit ratings or financial condition may affect the market value of the New Notes.

The impact of one of the factors above, such as an increase in market interest rates, may offset some or all of any change in the market value of the New Notes attributable to another factor, such as an improvement in our credit ratings.

The New Notes may be redeemed at our option under certain circumstances, which limits the ability of holders of the New Notes to accrue interest over the full stated term of the New Notes.

We may, at our option and from time to time, redeem some or all of the New Notes of each series prior to their maturity under certain circumstances at the redemption prices indicated under the heading “Description of New

 

- 39 -

Notes — Optional Redemption” in this prospectus. Holders should not expect us to redeem any New Notes on any particular date thereafter. If we redeem the New Notes for any reason, you will not have the opportunity to continue to accrue and be paid interest to the stated maturity date and you may not be able to reinvest the redemption proceeds you receive in a similar security or in securities bearing similar interest rates or yields.

We may not be able to repurchase the New Notes of any series upon a Change of Control Triggering Event.

Upon the occurrence of a Change of Control Triggering Event (as defined herein) for the New Notes of any series (other than the New 2035 Debentures), subject to certain conditions, we will be required to offer to repurchase all outstanding notes of such series at 101% of their principal amount, plus accrued and unpaid interest. The source of funds for such a repurchase of New Notes would be our available cash or cash generated from our subsidiaries’, if any, operations or other potential sources, including borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any Change of Control Triggering Event to make required repurchases of New Notes that are tendered. Our future debt instruments may contain provisions to the effect that certain change of control events will constitute an event of default thereunder entitling the lenders to accelerate any indebtedness outstanding thereunder and/or terminate any commitments thereunder. If the holders of the New Notes of any applicable series exercise their right to require us to repurchase all notes of such series upon a Change of Control Triggering Event, the financial effect of this repurchase could cause a default under future debt instruments, even if the Change of Control Triggering Event itself would not cause a default. It is possible that we will not have sufficient funds at the time of the Change of Control Triggering Event to complete the required repurchase of such notes and repayment of our other debt.

The Change of Control Triggering Event provision for the applicable series of New Notes provides only limited protection against significant events that could negatively impact the value the of the New Notes of those series.

As described above, upon the occurrence of a Change of Control Triggering Event for the New Notes of any series (other than the New 2035 Debentures), subject to certain conditions, we will be required to offer to repurchase all outstanding notes of such series at 101% of their principal amount, plus accrued and unpaid interest. However, the definition of the term “Change of Control Triggering Event” is limited and does not cover a variety of transactions (such as certain acquisitions or recapitalizations) that could negatively impact the value of the New Notes of the applicable series. For a Change of Control Triggering Event to occur, there must be both a change of control and a ratings downgrade. As such, if we enter into a significant corporate transaction that negatively impacts the value of New Notes of an applicable series, but which does not constitute a Change of Control Triggering Event, you would not have any rights to require us to repurchase your New Notes of an applicable series prior to their maturity or to otherwise seek any remedies.

THOMSON REUTERS

Thomson Reuters informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. We serve professionals across legal, tax, accounting, compliance, government, and media. Our products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth and transparency. Reuters, part of Thomson Reuters, is a world leading provider of trusted journalism and news.

We derive most of our revenues from selling information and software solutions, primarily on a recurring subscription basis. Our solutions blend deep domain knowledge with software and automation tools. We believe our workflow solutions make our customers more productive, by streamlining how they operate, enabling them to focus on higher value activities. Many of our customers use our solutions as part of their workflows, which has led to strong customer retention. We believe that our customers trust us because of our history and dependability and our deep understanding of their businesses and industries, and they rely on our services for navigating a rapidly changing and increasingly complex digital world. Over the years, our business model has proven to be capital efficient and cash flow generative, and it has enabled us to maintain leading and scalable positions in our chosen market segments.

 

- 40 -

We are organized in five reportable segments reflecting how we manage our businesses.

 

		Legal Professionals   Serves law firms and governments with research and workflow products powered by emerging technologies, including generative AI, focusing on intuitive legal research and integrated legal workflow solutions that combine content, tools and analytics.
		Corporates   Serves corporations, ranging from small businesses to multinational organizations, including the seven largest global accounting firms, with our full suite of content-driven products, powered by emerging technologies, including generative AI, and integrated compliance workflow solutions to help them achieve their business outcomes.
		Tax & Accounting Professionals   Professionals Serves tax, audit and accounting firms (other than the seven largest, which are served by the Corporates segment) with research and workflow products powered by emerging technologies, including generative AI.
		Reuters News   Supplies business, financial and global news to the world’s media organizations, professionals and news consumers through Reuters News Agency, Reuters.com, Reuters Events, Thomson Reuters products and to financial market professionals exclusively LSEG products.
		Global Print   Provides legal and tax information primarily in print format to customers around the world.

Thomson Reuters’ businesses are supported by a corporate center that manages Thomson Reuters’ commercial and technology operations, including those around Thomson Reuters’ sales capabilities, digital customer experience, and product and content development, as well as Thomson Reuters’ global facilities. Thomson Reuters also centrally manages functions such as finance, legal and human resources.

TRC is incorporated under the OBCA. Its registered office and principal executive office is located at 19 Duncan Street, Toronto, Ontario M5H 3H1, Canada.

TR FINANCE

TR Finance is an indirect 100% owned subsidiary of TRC formed under the laws of the State of Delaware. TR Finance is a financing vehicle for TRC and its consolidated subsidiaries. TR Finance has no independent operations, other than raising debt for use by Thomson Reuters, hedging such debt when appropriate and on-lending funds to companies in the Thomson Reuters group. TR Finance will lend substantially all net proceeds of its borrowings (including the cash subscription price received from TRC as consideration for the New Notes issued to TRC in connection with the Exchange Offers) to companies in the Thomson Reuters group. TR Finance’s head office is located at 2900 Ames Crossing Road, Suite 100, Eagan, Minnesota 55121, United States.

SUBSIDIARY GUARANTORS

West Publishing is an indirect 100%-owned subsidiary of TRC formed under the laws of the State of Minnesota. West Publishing operates part of our Legal Professionals, Corporates and Global Print businesses. West Publishing’s head office is located at 2900 Ames Crossing Road, Suite 100, Eagan, Minnesota 55121, United States.

 

- 41 -

Thomson Reuters Applications is an indirect 100%-owned subsidiary of TRC formed under the laws of the State of Delaware. Thomson Reuters Applications operates part of our Legal Professionals, Tax & Accounting Professionals and Corporates businesses. Thomson Reuters Applications’ head office is located at 2900 Ames Crossing Road, Suite 100, Eagan, Minnesota 55121, United States.

Thomson Reuters Tax & Accounting is an indirect 100%-owned subsidiary of TRC formed under the laws of the State of Texas. Thomson Reuters Tax & Accounting operates part of our Tax & Accounting Professionals and Corporates businesses. Thomson Reuters Tax & Accounting’s head office is located at 2395 Midway Road, Carrollton, Texas 75006, United States.

CAPITALIZATION AND INDEBTEDNESS OF TRC

The following table sets forth TRC’s capitalization and indebtedness (i) as at September 30, 2024 and (ii) as at September 30, 2024 on an as adjusted basis, after giving effect to the financial results disclosed in TRC’s earnings release of February 6, 2025 in respect of TRC’s unaudited preliminary financial results for the three months and full year ended December 31, 2024 and the Exchange Offers. There will be no change to the capital and aggregate indebtedness of TRC on a consolidated basis after giving effect to the Exchange Offers, other than accounting for costs associated with executing the proposed Exchange Offers.

This table should be read in conjunction with TRC’s unaudited consolidated interim financial statements for the nine months ended September 30, 2024 and other information included in the documents incorporated by reference in this prospectus, including TRC’s earnings release of February 6, 2025 in respect of TRC’s unaudited preliminary financial results for the three months and full year ended December 31, 2024.

 

						Unaudited
		Actual				Adjustments								As Adjusted(1)
		As at September 30, 2024				Events Subsequent to September 30, 2024(2)				Exchange Offers(1)				As at September 30, 2024
		(millions of U.S. dollars)
Current indebtedness		$	1,036			$	(63)(3)				—			$	973
Long-term indebtedness			1,847				—				—				1,847
Old Notes repaid in connection with the Exchange Offers			—				—				(7)(4)				(7)
Total debt			2,883(5)				(63)				(7)				2,813(5)
Equity:
Series II preference shares, no nominal value (authorized, issued and outstanding—6,000,000)			110				—				—				110
Common shares, no nominal value (450,010,485(6) issued and outstanding; authorized—unlimited)			1,931				26(6)				—				1,957
Contributed surplus			1,421				10(7)				—				1,431
Accumulated other comprehensive loss			(959)				(232)(3)				—				(1,191)
Retained earnings			9,370				62(8)				(5)(4)				9,427
Total equity			11,873				(134)				(5)				11,734
Total capitalization		$	14,756			$	(197)			$	(12)			$	14,547

 

(1)	Assumes that, for illustrative purposes, 100% of the Old Notes are validly tendered prior to the Early Tender Time and accepted for exchange.

(2)

Includes adjustments to reflect financial information in respect of the three months and full year ended December 31, 2024 reflected in TRC’s earnings release of February 6, 2025 incorporated by reference herein. Such financial information is preliminary and subject to revision pending completion of the audit of

 

- 42 -

TRC’s consolidated financial statements for 2024. These preliminary financial results have been prepared by and are the responsibility of TRC’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The report of PricewaterhouseCoopers LLP incorporated by reference in this prospectus refers exclusively to the historical financial statements described therein and does not extend to the preliminary financial information for the three months and year ended December 31, 2024 included in this prospectus and should not be read to do so.

(3)	Represents primarily foreign currency movements during the three months ended December 31, 2024 relating to U.S. dollar presentation.

(4)

No debt or cash will be raised by TRC on a consolidated basis in connection with the Exchange Offers. The effect of the Exchange Offers to TRC on a consolidated basis is limited to $5 million, representing payment of the Consent Solicitation Fee to holders of Old Notes that are validly tendered and not validly withdrawn prior to the Early Tender Time (reflected as a reduction to Retained earnings) and $7 million of transaction costs (reflected as a reduction in Total debt) relating to the issuance of New Notes by TR Finance. In these cost estimates, we assume, for illustrative purposes, that 100% of the Old Notes are validly tendered prior to the Early Tender Time and accepted for exchange.

(5)

Excludes the effect of related debt swaps, which are included within “Other financial assets – current” in our consolidated statement of financial position as at September 30, 2024. If this effect had been included, total debt and total capitalization as at September 30, 2024 would have been lower by $42 million and $21 million higher on an “As Adjusted” basis after considering movements during the three months ended December 31, 2024.

(6)	Common shares as at December 31, 2024, to reflect the adjustment for activity during the three months ended December 31, 2024 for ordinary course operation of employee-share based compensation and dividend reinvestment programs.

(7)	Represents effects from ordinary course operation of employee share-based compensation programs during the three months ended December 31, 2024.

(8)

Represents primarily the effects of net earnings (an increase of $587 million) and dividends declared (a decrease of $243 million) during the three months ended December 31, 2024 as well as a decrease of $267 million reflecting the estimated effects of dividends declared payable on March 10, 2025 to common shareholders of record as of February 20, 2025. See TRC’s earnings release of February 6, 2025 for additional information.

 

- 43 -

CAPITALIZATION AND INDEBTEDNESS OF TR FINANCE

The following table sets forth TR Finance’s capitalization and indebtedness (i) as at September 30, 2024 and (ii) as at September 30, 2024 on an as adjusted basis, after giving effect to the Exchange Offers.

 

		Unaudited
		As at September 30, 2024
		Actual				Adjustments				As adjusted(1)
		(millions of U.S. dollars)
Current indebtedness		$		-		$		-		$		-
Long-term indebtedness				-				-				-
New Notes issued in connection with the Exchange Offers				-				1,824				1,824
Total debt				-				1,824				1,824
Equity:
Common shares, $1.00 par value (1 issued and outstanding; 1,000 authorized)				-				-				-
Total equity				-				-				-
Total capitalization		$		-				$1,824				$1,824

 

(1)	Assumes that, for illustrative purposes, 100% of the Old Notes are validly tendered prior to the Early Tender Time and accepted for exchange.

As consideration for TR Finance issuing to TRC the New Notes to be delivered by TRC to holders of tendered Old Notes in satisfaction of TRC’s obligation to repay the principal amount of such tendered Old Notes, TRC will pay to TR Finance the cash subscription price therefor, which is expected to be $1,831 million, assuming, for illustrative purposes, that 100% of the Old Notes are validly tendered prior to the Early Tender Time and accepted for exchange. This amount represents the fair value of New Notes estimated as of February 4, 2025.

TRC, as parent company, will bear the cost of the Consent Solicitation Fee payable to holders of Old Notes that are validly tendered and not validly withdrawn prior to the Early Tender Time. TR Finance will bear the $7 million of transaction costs relating to issuance of the New Notes.

The subscription price less the transaction costs are presented in the “Adjustments” column as the carrying value of the New Notes within TR Finance.

TR Finance expects that the proceeds it receives from TRC will be loaned to the Subsidiary Guarantors, and/or U.S. affiliates that are direct or indirect shareholders of the Subsidiary Guarantors and expects to meet its interest debt service obligations for the New Notes using interest income from the affiliate loans. TR Finance has no other business activities and, therefore, there are no results of operations to report on for the three months ended December 31, 2024 and no other activities affecting its financial position since September 30, 2024.

TR Finance’s obligations in respect of the New Notes will be further supported by Guarantees provided by the Subsidiary Guarantors and TRC. See “Selected Consolidated Financial Information” for additional information on the financial position and income statement of the Subsidiary Guarantors.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following tables set forth selected financial information which was extracted from, and should be read in conjunction with, our management’s discussion and analysis for the nine months ended September 30, 2024 and for the year ended December 31, 2023, each of which is incorporated by reference in this prospectus.

The information is provided in connection with the full and unconditional guarantee by TRC and the Subsidiary Guarantors of any debt securities issued by TR Finance under the TR Finance Indenture.

 

- 44 -

TR Finance was formed for the sole purpose of issuing debt securities. The issuance of New Notes in connection with the Exchange Offers, if completed, will be the first issuance of debt securities by TR Finance. TR Finance has no significant assets or liabilities, as well as no subsidiaries or ongoing business operations of its own. In the event debt securities are issued by TR Finance, including in connection with the Exchange Offers, TR Finance expects that the proceeds will be loaned to the Subsidiary Guarantors, and/or U.S. affiliates that are direct or indirect shareholders of the Subsidiary Guarantors. TR Finance expects to be able to pay interest, premiums, operating expenses and to meet its debt obligations using interest income from the affiliate loans and will be further supported by Guarantees provided by the Subsidiary Guarantors and TRC. However, the ability of TR Finance to pay interest, premiums, operating expenses and to meet its debt obligations will depend upon the ability of the Subsidiary Guarantors and/or such other U.S. affiliates to pay interest and meet debt obligations under the affiliate loans and upon the credit support of the Subsidiary Guarantors and TRC.

The tables below contain condensed consolidating financial information for the following:

 

●

Parent – TRC, the direct or indirect owner of all of its subsidiaries

 

●

Subsidiary Issuer – TR Finance

 

●

Subsidiary Guarantors on a combined basis

 

●

Non-Guarantor Subsidiaries – Other subsidiaries of TRC on a combined basis that will not guarantee the New Notes or other TR Finance debt securities

 

●

Eliminations – Consolidating adjustments

 

●

Thomson Reuters on a consolidated basis

TRC accounts for its investments in subsidiaries using the equity method for purposes of the condensed consolidating financial information. Where subsidiaries are members of a consolidated tax filing group, TRC allocates income tax expense pursuant to the tax sharing agreement among the members of the group, including application of the percentage method whereby members of the consolidated group are reimbursed for losses when they occur, regardless of the ability to use such losses on a standalone basis. We believe that this allocation is a systematic, rational approach for allocation of income tax balances. Adjustments necessary to consolidate TRC, the Subsidiary Guarantors and non-Guarantor Subsidiaries are reflected in the “Eliminations” column.

 

- 45 -

Condensed Consolidating Income Statement

 

		Unaudited Nine months ended September 30, 2024
(millions of U.S. dollars)		TRC (Parent)				TR Finance (Subsidiary Issuer)				Subsidiary Guarantors				Non-Guarantor Subsidiaries				Eliminations				TRC Consolidated
CONTINUING OPERATIONS
Revenues			–				–				1,500				4,214				(365)				5,349
Operating expenses			(13)				–				(1,104)				(2,536)				365				(3,288)
Depreciation			–				–				(29)				(58)				–				(87)
Amortization of computer software			–				–				(12)				(446)				–				(458)
Amortization of other identifiable intangible assets			–				–				(30)				(39)				–				(69)
Other operating losses, net			(1)				–				(22)				(37)				–				(60)
Operating (loss) profit			(14)				–				303				1,098				–				1,387
Finance (costs) income, net:
Net interest (expense) income			(106)				–				4				5				–				(97)
Other finance (costs) income			(32)				–				1				23				–				(8)
Intercompany net interest income (expense)			92				–				(45)				(47)				–				–
(Loss) income before tax and equity method investments			(60)				–				263				1,079				–				1,282
Share of post-tax earnings in equity method investments			–				–				–				45				–				45
Share of post-tax earnings (losses) in subsidiaries			1,461				–				(2)				199				(1,658)				–
Tax benefit (expense)			219				–				(64)				103				–				258
Earnings from continuing operations			1,620				–				197				1,426				(1,658)				1,585
Earnings from discontinued operations, net of tax			–				–				–				35				–				35
Net earnings			1,620				–				197				1,461				(1,658)				1,620
Earnings (losses) attributable to:
Common shareholders			1,620				–				197				1,464				(1,658)				1,623
Non-controlling interests			–				–				–				(3)				–				(3)

 

- 46 -

Condensed Consolidating Statement of Financial Position

 

		Unaudited September 30, 2024
(millions of U.S. dollars)		TRC (Parent)				TR Finance (Subsidiary Issuer)				Subsidiary Guarantors				Non-Guarantor Subsidiaries				Eliminations				TRC Consolidated
Cash and cash equivalents			8				–				367				1,356				–				1,731
Trade and other receivables			–				–				192				819				–				1,011
Intercompany receivables			2,777				–				524				3,208				(6,509)				–
Other financial assets			41				–				5				8				–				54
Prepaid expenses and other current assets			–				–				172				222				–				394
Current assets excluding assets held for sale			2,826				–				1,260				5,613				(6,509)				3,190
Assets held for sale			–				–				136				32				–				168
Current assets			2,826				–				1,396				5,645				(6,509)				3,358
Property and equipment, net			–				–				195				235				–				430
Computer software, net			–				–				38				1,392				–				1,430
Other identifiable intangible assets, net			–				–				992				2,173				–				3,165
Goodwill			–				–				3,729				3,613				–				7,342
Equity method investments			–				–				–				277				–				277
Other financial assets			71				–				2				307				–				380
Other non-current assets			–				–				93				530				–				623
Intercompany receivables			164				–				2				777				(943)				–
Investments in subsidiaries			14,238				–				497				4,068				(18,803)				–
Deferred tax			223				–				–				1,203				–				1,426
Total assets			17,522				–				6,944				20,220				(26,255)				18,431
LIABILITIES AND EQUITY
Liabilities
Current indebtedness			1,036				–				–				–				–				1,036
Payables, accruals and provisions			68				–				287				708				–				1,063
Current tax liabilities			–				–				–				296				–				296
Deferred revenue			–				–				461				583				–				1,044
Intercompany payables			2,696				–				512				3,301				(6,509)				–
Other financial liabilities			–				–				11				89				–				100
Current liabilities excluding liabilities associated with assets held for sale			3,800				–				1,271				4,977				(6,509)				3,539
Liabilities associated with assets held for sale			–				–				13				9				–				22
Current liabilities			3,800				–				1,284				4,986				(6,509)				3,561
Long-term indebtedness			1,847				–				–				–				–				1,847
Provisions and other non-current liabilities			2				–				5				663				–				670
Other financial liabilities			–				–				81				162				–				243
Intercompany payables			–				–				778				165				(943)				–
Deferred tax			–				–				231				6				–				237
Total liabilities			5,649				–				2,379				5,982				(7,452)				6,558
Equity
Total equity			11,873				–				4,565				14,238				(18,803)				11,873
Total liabilities and equity			17,522				–				6,944				20,220				(26,255)				18,431

 

- 47 -