UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2018 | Commission File Number: 1-31349 |
THOMSON REUTERS CORPORATION
(Translation of registrants name into English)
333 Bay Street, Suite 400
Toronto, Ontario M5H 2R2, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THOMSON REUTERS CORPORATION (Registrant) | ||||||
By: | /s/ Marc E. Gold | |||||
Name: | Marc E. Gold | |||||
Title: | Assistant Secretary | |||||
Date: October 3, 2018 |
EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 | News release dated October 3, 2018 Thomson Reuters Announces Pricing for Debt Tender Offer |
Exhibit 99.1
Thomson Reuters Announces Pricing for Debt Tender Offer
TORONTO, October 3, 2018 Thomson Reuters (TSX / NYSE: TRI) today announced the pricing for its previously announced cash tender offer (the Tender Offer) to purchase up to an aggregate principal amount of US$650 million (the Maximum Amount) of debt securities listed in the table below (collectively, the Notes). As more than the Maximum Amount of Notes was validly tendered (and not validly withdrawn) at or before the Early Tender Deadline, Thomson Reuters also announced that it intends to accept for purchase approximately US$650 million principal amount of Notes validly tendered and not withdrawn at or before the Early Tender Deadline, subject to all conditions to the Tender Offer having been either satisfied or waived by Thomson Reuters.
The Tender Offer is being made pursuant to, and subject to the terms and conditions in, an offer to purchase, dated September 19, 2018 (the Offer to Purchase), which sets forth a description of the terms of the Tender Offer.
The total consideration to be paid in the Tender Offer for each series of Notes being purchased was determined today in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified for such series over the yield based on the bid-side price of the applicable U.S. Treasury Security, as set forth in the table below. The reference yields for the Tender Offer were determined at 11:00 a.m., New York City time, today.
Holders who validly tendered and did not validly withdraw Notes at or prior to the Early Tender Deadline (as defined below) that are accepted for purchase will receive the total consideration, which includes an early tender premium of US$30 per US$1,000 principal amount of Notes accepted for purchase (the Early Tender Premium).
Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Notes from, and including, the last interest payment date for such Notes to, but excluding, the settlement date for such Notes.
The settlement for Notes that were validly tendered and not withdrawn at or before the Early Tender Deadline and accepted for purchase is expected to take place on October 5, 2018 (the Initial Settlement Date), subject to the satisfaction or waiver of the conditions described in the Offer to Purchase under the heading Terms of the Tender OfferConditions of the Tender Offer. Thomson Reuters intends to accept for purchase approximately US$650 million principal amount of Notes on the Initial Settlement Date as set forth in the table below.
All of the Notes in Acceptance Priority Levels 1 and 2 that were validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline are expected to be accepted for purchase. The proration factor for the Notes in Acceptance Priority Level 3 will be approximately 69%. No Notes in Acceptance Priority Levels 4 or 5 are being purchased.
Title of Security |
CUSIP Number | Aggregate Principal |
Acceptance Level |
Aggregate Principal Amount Expected to be Accepted for Purchase on the Initial Settlement Date |
Reference U.S. Treasury Security |
Thomson Reuters Eikon Reference Page(1) |
Fixed Spread (basis points) |
Reference Yield |
Total Consideration (2)(3) | |||||||||
4.50% Notes due May 2043 |
884903BM6 | US$350,000,000 | 1 | US$230,995,000 | 3.125% due 05/15/2048 |
912810SA7= | 170 | 3.255% | US$935.62 | |||||||||
3.95% Notes due Sept. 2021 |
884903BK0 | US$350,000,000 | 2 | US$211,106,000 | 2.750% due 09/15/2021 |
9128285A4= | 55 | 2.914% | US$1,012.62 |
Thomson Reuters Announces Pricing for Debt Tender Offer
Title of Security |
CUSIP Number | Aggregate Principal |
Acceptance Level |
Aggregate Principal Amount Expected to be Accepted for Purchase on the Initial Settlement Date |
Reference U.S. Treasury Security |
Thomson Reuters Eikon Reference Page(1) |
Fixed Spread (basis points) |
Reference Yield |
Total Consideration (2)(3) | |||||||||
3.85% Notes due Sept. 2024 |
884903BT1 | US$450,000,000 | 3 | US$207,908,000 | 2.750% due 08/31/2023 |
9128284X5= | 95 | 2.976% | US$995.98 | |||||||||
3.35% Notes due May 2026 |
884903BV6 | US$500,000,000 | 4 | US$0 | 2.875% due 08/15/2028 |
9128284N7= | 130 | N/A | N/A | |||||||||
4.30% Notes due Nov. 2023 |
884903BQ7 | US$600,000,000 | 5 | US$0 | 2.750% due 08/31/2023 |
9128284X5= | 75 | N/A | N/A |
(1) The applicable page on Thomson Reuters Eikon from which the Lead Dealer Managers quoted the bid-side prices of the applicable Reference U.S. Treasury Security.
(2) Per US$1,000 principal amount of Notes. Includes the Early Tender Premium.
(3) In addition, holders will receive accrued and unpaid interest from, and including, the last interest payment date for such Notes to, but excluding, the settlement date for such Notes.
As more than the Maximum Amount of Notes was validly tendered (and not validly withdrawn) at or before the Early Tender Deadline, Thomson Reuters will not accept for purchase any further tenders of Notes.
Notes validly tendered pursuant to the Tender Offer and not accepted for purchase due to the acceptance priority levels or due to proration will be promptly returned to the tendering holders.
Additional Information
This news release is for informational purposes only and does not constitute an offer to tender for, or purchase, any notes or any other securities of Thomson Reuters. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase.
Mizuho Securities USA LLC and Morgan Stanley & Co. LLC are serving as the Lead Dealer Managers in connection with the Tender Offer. BMO Capital Markets Corp. and RBC Capital Markets, LLC are serving as the Co-Dealer Managers in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to Mizuho Securities USA LLC at 1-866-271-7403 (toll free in North America) or 1-212-205-7736 (collect) or to Morgan Stanley & Co. LLC at 1-800-624-1808 (toll free in North America) or 1-212-761-1057 (collect). Requests for the Offer to Purchase or the documents incorporated by reference therein may be directed to D.F. King & Co., Inc., which is acting as Information and Tender Agent for the Tender Offer, at the following telephone numbers:
Thomson Reuters Announces Pricing for Debt Tender Offer
banks and brokers, 1-212-269-5550; all others toll free in North America at 1-800-330-5897 or at the following email address: tri@dfking.com.
None of Thomson Reuters, the Dealer Managers, the Information and Tender Agent or the trustees for the Notes has authorized any person to make any representations in connection with the Tender Offer other than as set forth in the Offer to Purchase.
Thomson Reuters
Thomson Reuters (TSX/NYSE: TRI) is the worlds leading provider of news and information-based tools to professionals. Our worldwide network of journalists and specialist editors keep customers up to speed on global developments, with a particular focus on legal, regulatory and tax changes. Thomson Reuters shares are listed on the Toronto and New York Stock Exchanges. For more information on Thomson Reuters, visit tr.com and for the latest world news, reuters.com.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this news release are forward-looking, including the timing, size and other terms of the Tender Offer. These forward-looking statements are based on certain assumptions and reflect our companys current expectations. As a result, forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including other factors discussed in materials that Thomson Reuters from time to time files with, or furnishes to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. There is no assurance that the Tender Offer will be completed or that other events described in any forward-looking statement will materialize. Except as may be required by applicable law, Thomson Reuters disclaims any obligation to update or revise any forward-looking statements.
CONTACTS | ||
MEDIA David Crundwell Senior Vice President, Corporate Affairs +1 416 649 9904 david.crundwell@tr.com |
INVESTORS Frank J. Golden Senior Vice President, Investor Relations +1 646 223 5288 frank.golden@tr.com |