THOMSON REUTERS CORPORATION (TRI) has put in place a comprehensive base indenture with Computershare Trust Company of Canada as Canadian trustee and Deutsche Bank Trust Company Americas as U.S. trustee, creating the legal framework under which TRI can issue debt securities in one or more future series with an unlimited aggregate principal amount, each series to be defined later by board action or supplemental indenture.
The indenture details mechanics for issuing global and definitive notes in multiple currencies, treatment of payments across currencies using a defined Market Exchange Rate, and procedures for temporary securities, transfers, exchanges, lost or destroyed notes, and satisfaction and discharge once debt is repaid or defeased. It also defines Events of Default, including payment failures, covenant breaches, and insolvency events, and sets voting thresholds for holders to accelerate, waive defaults, or direct the trustee.
The document further addresses trustee duties and protections, submission by TRI to New York courts for proceedings related to the securities, waivers of jury trial and certain immunities, limitations on recourse to shareholders, officers and directors, and the ability to execute documents and signatures electronically. Overall, this establishes the long-term contractual infrastructure for TRI’s potential future debt capital markets activity but does not itself specify any particular issuance size, rate, or maturity.
Thomson Reuters Corporation (TRI), as parent guarantor, reports that subsidiary TR Finance LLC has entered into a Sixth Supplemental Indenture under its March 2025 base indenture to establish two new series of senior unsecured notes: 5.100% Notes due 2028 and 5.750% Notes due 2033, fully and unconditionally guaranteed by Thomson Reuters Corporation and key U.S. subsidiaries.
The notes are issued as DTC global securities, priced at 99.989% of principal for the 2028 notes and 99.756% for the 2033 notes, with semi-annual interest payments each March 15 and September 15 starting March 15, 2027. The company may redeem the notes before maturity using a Treasury Rate-based make-whole call (with specified basis-point spreads) and may redeem the 2033 notes at par on or after a defined par call date, in each case plus accrued interest.
The supplement adds a negative pledge limiting secured debt and subsidiary guarantees relative to Consolidated Shareholders’ Equity, a tax gross-up for Canadian withholding taxes with an associated tax redemption right, and similar provisions for any future non-U.S. co-obligor. A Change of Control Triggering Event linked to ratings downgrades obligates the issuer to offer to repurchase the notes at 101% of principal plus interest, and failure to make this offer is expressly designated as an Event of Default.
Thomson Reuters Corporation (TRI), through its financing subsidiary TR Finance LLC, has entered into an underwriting agreement to issue $800,000,000 of 5.100% Senior Notes due 2028 and $500,000,000 of 5.750% Senior Notes due 2033. The notes will be issued under an existing indenture and a supplemental indenture.
The notes will be sold to a syndicate of underwriters led by RBC Capital Markets, BofA Securities, Barclays and Mizuho at 99.789% of principal for the 2028 notes and 99.306% for the 2033 notes, plus accrued interest from September 17, 2026, the scheduled closing date. Principal and interest will be fully and unconditionally guaranteed on a senior unsecured basis by TRI and specified subsidiaries.
THOMSON REUTERS CORP (TRI) has priced a new debt financing consisting of a public offering of US$1,300,000,000 notes and a Canadian private placement of C$1,000,000,000 notes. Net proceeds are expected to be approximately US$1,294,842,000 from the US Notes and C$997,027,500 from the Canadian Notes, with both offerings expected to close on September 17, 2026.
The company plans to use the net proceeds for general corporate purposes, including repaying existing indebtedness under its commercial paper program. The US Notes will be issued by TR Finance LLC and fully and unconditionally guaranteed by Thomson Reuters and certain subsidiaries, while the Canadian Notes will be issued by Thomson Reuters and guaranteed by certain subsidiary guarantors.
A shareholder of Thomson Reuters Corporation filed a notice of proposed sale of 1,950 common shares to be sold through UBS Financial Services Inc. on August 14, 2026 on Nasdaq. The shares arise from multiple vesting of Restricted Share Units on various 2024–2026 dates.
The Woodbridge Company Limited, a shareholder of TRI, plans to sell up to 1,500,000 common shares of TRI through BMO Capital Markets on or after 08/14/2026. The planned sale is based on an aggregate market value of $159,105,000, with 433,224,578 shares outstanding and the shares listed on Nasdaq.
Woodbridge also reports sales in the past three months of 100,000 shares on 05/27/2026 for $8,324,300 and 100,000 shares on 05/28/2026 for $8,451,850.
Thomson Reuters reported strong second-quarter 2026 results, with revenues of $1,954 million, up 9% in total and constant currency and 8% organically. Operating profit rose 28% to $558 million, while adjusted EBITDA increased 10% to $745 million, lifting margin to 38.1%. Diluted EPS grew 48% to $1.02 and adjusted EPS 14% to $0.99, driven by higher earnings and a lower share count.
The “Big 3” segments generated 10% organic revenue growth and 12% adjusted EBITDA growth in the quarter. Free cash flow reached $727 million in Q2 and $1,059 million year-to-date, supporting $1,522 million returned to shareholders in the first half through dividends, a $605 million return of capital and share consolidation, and $362 million of buybacks. Net debt was $2,628 million with leverage of 0.9:1 adjusted EBITDA, well below the 2.5:1 target. Management raised its 2026 total and organic revenue growth outlook to approximately 8% for the company and 9.5%–10.0% for the “Big 3”, and agreed to sell 51% of the Global Print business to KKR for approximately $500 million via a joint venture expected to close in the fourth quarter of 2026.
Thomson Reuters reported strong second-quarter 2026 results, with revenues up 9% to $1,954 million and diluted EPS up 48% to $1.02, driven by 10% organic revenue growth in its “Big 3” segments. Operating profit rose 28% to $558 million, and free cash flow increased 29% to $727 million. For the first six months, revenues grew 10% to $4,041 million and diluted EPS rose to $2.05.
The company raised its 2026 full-year outlook for total and organic revenue growth for both the total company and its “Big 3” segments, now targeting approximately 8% organic growth for the company and 9.5% to 10.0% for the Big 3. It expects third-quarter 2026 organic revenue growth of about 8% and an adjusted EBITDA margin of about 36%.
Thomson Reuters also outlined major capital and portfolio actions. It agreed to sell a 51% stake in its Global Print business to KKR via a joint venture, expecting approximately $500 million of gross proceeds and a pre-tax gain at closing, while retaining a 49% interest and content rights. The company returned $605 million through a special cash distribution and share consolidation, completed a $600 million share repurchase program (6.2 million shares), repaid $500 million of maturing notes, and increased its annual dividend 10% to $2.62 per share.