TORONTO, Sept. 19, 2018 /CNW/ -- Thomson Reuters (TSX /
NYSE: TRI) today announced that it has commenced a cash tender
offer (the "Tender Offer") for up to an aggregate principal amount
of approximately US$650 million of
debt securities, conditional upon the closing of the company's
previously announced sale of a 55% interest in its Financial &
Risk business to private equity funds managed by Blackstone for
approximately US$17 billion (the
"F&R Transaction"). An affiliate of Canada Pension Plan
Investment Board and an affiliate of GIC will invest alongside
Blackstone. Thomson Reuters previously announced that it and
Blackstone have agreed to close the F&R Transaction on
October 1, 2018, subject to the
satisfaction or waiver of customary closing conditions.
The Tender Offer is in addition to the conditional redemptions
by Thomson Reuters of approximately US$1.7
billion of separate series of its debt securities previously
announced on September 5, 2018, which
are also conditional upon the completion of the F&R Transaction
(the "Conditional Redemptions"). None of the series of debt
securities that are the subject of the Conditional Redemptions are
the subject of the Tender Offer and the Tender Offer is not
conditioned upon the completion of the Conditional Redemptions.
Thomson Reuters plans to use approximately US$4 billion of the proceeds from the F&R
Transaction to fund the Tender Offer, the Conditional Redemptions
and to repay other outstanding indebtedness.
The Tender Offer is for a combined aggregate principal amount of
the notes listed in the table below (collectively, the "Notes") of
up to US$650 million, subject to
certain acceptance priority levels, as described later in this news
release.
Title of
Security
|
CUSIP
Number
|
Aggregate
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Reference
U.S.
Treasury
Security
|
Thomson
Reuters
Eikon
Reference
Page(1)
|
Fixed
Spread
(basis
points)
|
4.50% Notes due May
2043
|
884903BM6
|
US$350,000,000
|
1
|
3.125% due
05/15/2048
|
912810SA7=
|
170
|
3.95% Notes due Sept.
2021
|
884903BK0
|
US$350,000,000
|
2
|
2.750% due
09/15/2021
|
9128285A4=
|
55
|
3.85% Notes due Sept.
2024
|
884903BT1
|
US$450,000,000
|
3
|
2.750% due
08/31/2023
|
9128284X5=
|
95
|
3.35% Notes due May
2026
|
884903BV6
|
US$500,000,000
|
4
|
2.875% due
08/15/2028
|
9128284N7=
|
130
|
4.30% Notes due Nov.
2023
|
884903BQ7
|
US$600,000,000
|
5
|
2.750% due
08/31/2023
|
9128284X5=
|
75
|
(1) The applicable page on Thomson Reuters Eikon from
which the Lead Dealer Managers will quote the bid-side prices of
the applicable Reference U.S. Treasury Security.
Timeline for the Tender Offer
The Tender Offer is being made pursuant to, and subject to the
terms and conditions in, an Offer to Purchase, dated September
19, 2018 (as it may be amended or supplemented from time to
time, the "Offer to Purchase"), which sets forth a description of
the terms of the Tender Offer.
- Commencement – September 19,
2018
- Early Tender Deadline - 5:00
p.m., New York City time,
on October 2, 2018, unless extended
with respect to one or more series of Notes
- Withdrawal Deadline - 5:00
p.m., New York City time,
on October 2, 2018, unless extended
with respect to one or more series of Notes and except in certain
limited circumstances where additional withdrawal rights are
required by law
- Price Determination Date - 11:00
a.m., New York City time,
on October 3, 2018, unless extended
with respect to one or more series of Notes
- Initial Settlement Date – Promptly after the Early
Tender Deadline. Expected to be October 5,
2018, but subject to change at the company's election
- Expiration Time - 11:59
p.m., New York City time,
on October 17, 2018, unless extended
with respect to one or more series of Notes
- Final Settlement Date – Promptly after the Expiration
Time. Expected to be October 19,
2018, but subject to change at the company's election
Other Details of the Tender Offer
Holders of Notes must validly tender and not validly withdraw
their Notes by the Early Tender Deadline to be eligible to receive
the applicable Total Consideration (as defined below) for their
tendered Notes, which includes an early tender payment
of US$30 per US$1,000 principal amount of Notes
accepted for purchase (the "Early Tender Premium").
The "Total Consideration" for each US$1,000 principal
amount of Notes of any series tendered and accepted for purchase
pursuant to the Tender Offer will be determined 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 specified
for such series in the table above and on the front cover of the
Offer to Purchase. Holders of Notes that are validly tendered
and not validly withdrawn on or before the Early Tender Deadline
and accepted for purchase will receive the applicable Total
Consideration for such Notes, which includes the Early Tender
Premium. Holders of Notes that are validly tendered after the Early
Tender Deadline and on or before the Expiration Time and accepted
for purchase will receive the applicable Tender Consideration for
such Notes, which equals the applicable Total Consideration for
such Notes minus 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 applicable settlement date.
The Tender Offer is not conditioned upon any minimum amount of
Notes being tendered, and the Tender Offer may be amended, extended
or terminated in whole or with respect to any one or more series of
Notes. The amounts of each series of Notes that are purchased on
any settlement date will be determined in accordance with the
Acceptance Priority Levels (the "Acceptance Priority Levels"), as
applicable, set forth in the table above and on the front cover of
the Offer to Purchase, with 1 being the highest Acceptance Priority
Level and 5 being the lowest Acceptance Priority Level. We will
only accept for purchase Notes up to a combined aggregate principal
amount of US$650 million (the "Maximum Amount").
Thomson Reuters reserves the right to increase the Maximum
Amount without extending the Withdrawal Deadline or otherwise
reinstating withdrawal rights. If Holders tender more Notes in the
Tender Offer than they expect to be accepted for purchase by
Thomson Reuters based on the Maximum Amount as in effect on the
date hereof (or as subsequently amended), and if Thomson Reuters
subsequently increases the Maximum Amount on or after the
Withdrawal Deadline, such Holders will not be able to withdraw any
of their previously tendered Notes. Accordingly, Holders should not
tender any Notes that they do not wish to be accepted for
purchase.
All Notes validly tendered and not validly withdrawn at or
before the Early Tender Deadline having a higher Acceptance
Priority Level will be accepted before any tendered Notes having a
lower Acceptance Priority Level are accepted in the Tender Offer,
and all Notes validly tendered after the Early Tender Deadline
having a higher Acceptance Priority Level will be accepted before
any Notes tendered after the Early Tender Deadline having a lower
Acceptance Priority Level are accepted in the Tender Offer, subject
in all circumstances to the Maximum Amount. However, Notes validly
tendered and not validly withdrawn on or before the Early Tender
Deadline will be accepted for purchase in priority to Notes
tendered after the Early Tender Deadline, even if the Notes
tendered after the Early Tender Deadline have a higher Acceptance
Priority Level than the Notes tendered prior to the Early Tender
Deadline, subject to the Maximum Amount.
If purchasing all of the tendered Notes of a series of Notes of
an applicable Acceptance Priority Level on any settlement date
would cause the Maximum Amount to be exceeded, the amount of that
series of Notes purchased on that settlement date will be prorated
based on the aggregate principal amount of that series of Notes
tendered in respect of that settlement date such that the Maximum
Amount will not be exceeded. Furthermore, if the Tender Offer is
fully subscribed as of the Early Tender Deadline and Thomson
Reuters does not increase the Maximum Amount, Holders who validly
tender Notes after the Early Tender Deadline will not have any of
their Notes accepted for payment.
Subject to applicable law, the Tender Offer may be amended,
extended or terminated with respect to one or more series of Notes.
If the Tender Offer is terminated with respect to any series of
Notes without Notes of such series being accepted for purchase,
Notes of such series tendered pursuant to the Tender Offer will be
promptly returned to the tendering holders. Notes tendered pursuant
to the Tender Offer and not purchased due to the priority
acceptance procedures or due to proration will be returned to the
tendering holders promptly following the Expiration Time or, if the
Tender Offer is fully subscribed as of the Early Tender Deadline,
promptly following the Early Tender Deadline.
The completion of the Tender Offer is subject to the
satisfaction or waiver of certain conditions set forth in the Offer
to Purchase, including the condition requiring the closing of the
F&R Transaction. There can be no assurances that the F&R
Transaction will close or that any redemption will occur. There can
be no assurance that the Tender Offer will be consummated or that
any failure to consummate the Tender Offer will not have a negative
effect on the market price and liquidity of the Notes.
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 Capital Markets 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 Capital Markets 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: 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 makes any
recommendation to any Holder of Notes whether to tender or refrain
from tendering any or all of such Holder's Notes, and neither
Thomson Reuters nor any such other person has authorized any person
to make any such recommendation or to make any representations in
connection with the Tender Offer other than as set forth in the
Offer to Purchase. Holders are urged to evaluate carefully all
information in the Offer to Purchase, consult their own advisors
and make their own decisions whether to tender Notes and, if so,
the principal amount of Notes to tender.
Thomson Reuters
Thomson Reuters is the world's
leading source of news and information for professional markets.
Our customers rely on us to deliver the intelligence, technology
and expertise they need to find trusted answers. The business has
operated in more than 100 countries for more than 100 years.
Thomson Reuters shares are listed on the Toronto and New York Stock Exchanges (symbol:
TRI). For more information, visit
www.thomsonreuters.com.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this news release are forward-looking,
including the company's current expectations regarding the timing
for closing of the Financial & Risk transaction (which remains
subject to customary closing conditions), the expected use of
proceeds of the Financial & Risk transaction and the timing,
size and other terms of the Tender Offer. These forward-looking
statements are based on certain assumptions and reflect our
company's 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 or a transaction involving all or part of the
Financial & Risk business 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
|
INVESTORS
|
David
Crundwell
|
Frank J.
Golden
|
Head of
Communications
|
Senior Vice
President, Investor Relations
|
+1 416 649
9904
|
+1 646 223
5288
|
david.crundwell@tr.com
|
frank.golden@tr.com
|
View original content to download
multimedia:http://www.prnewswire.com/news-releases/thomson-reuters-announces-conditional-cash-tender-offer-for-approximately-us650-million-of-debt-securities-300714951.html
SOURCE Thomson Reuters