汤森路透美股招股说明书(2025-03-13版)

No securities regulatory authority has expressed an opinion about these securities and it is an offense to claim otherwise. Information hasbeen incorporated by reference in this short form prospectus from documents filed with securities regulatory authorities in Canada and filedwith, or furnished to, the U.S. Securities and Exchange Commission.Copies of the documents incorporated herein by reference may be obtained onrequest 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 atwww.sedarplus.caandwww.sec.gov. SHORT FORM PROSPECTUS March10,2025 Secondary Offering TR Finance LLC Offers to ExchangeAll Outstanding Notes or Debentures of Each of the Series Specified Belowand Solicitations of Consents to Amend the Related Indentures Expiration Time: 5:00p.m., New York City time, March17, 2025, unless extended Thomson Reuters Corporation (“TRC”) is offering to exchange, as further described herein, all validly tendered and accepted Old Notes (as definedherein) issued by TRC by delivering New Notes (as defined herein) to be issued byTR Finance LLC (“TR Finance”), as described in, and theconsideration 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 ofprincipal, 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 anindirect subsidiary of TRC (collectively, the “Subsidiary Guarantors”), on a joint and several basis (each of TRC and the Subsidiary Guarantors isindividually referred to as a “Guarantor” and collectively, the “Guarantors”). Each series of New Notes issued pursuant to the Exchange Offers will havethe same interest rate, interest payment dates and maturity date, and the economic terms of the optional redemption provisions will be the same, as thecorresponding series of the exchanged Old Notes and other terms that are substantially similar in all material respects to the Old Notes, with thosevariations described under “Description of the Differences Between the New Notes and the Old Notes”. The Subsidiary Guarantors will guarantee theremaining Old Notes (and all other series of notes under the Thomson Reuters Indenture (as defined herein)) on the same basis that the SubsidiaryGuarantors will guarantee the New Notes upon closing of the Exchange Offers. As such, it is expected that the remaining Old Notes (and all other seriesof notes under the Thomson Reuters Indenture) and the New Notes will be effectivelypari passu. See “Description of the Differences Between the NewNotes and the Old Notes.” On or about the Settlement Date (as defined herein), it is anticipated that the Thomson Reuters Base Indenture (as definedherein) 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 bythe Subsidiary Guarantors, as described above.Unless otherwise specified, all amounts, including the consideration for New Notes offeredhereby, 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, includingcertain covenants and related definitions, to modify or eliminate certain reporting requirements, restrictive covenants and events of default in order toease administration of TRC’s indebtedness (the “Consent Solicitations”, and each, a “Consent Solicitation”). As discussed further below, holders maynot consent to the Proposed Amendments without tendering their Old Notes in the applicable Exchange Offer and may not tender their Old Notes forexchange without consenting to the applicable Proposed Amendments. As of 5:00 p.m., New York City time, on March7, 2025 (the “Tender UpdateTime”), $438,082,000 aggregate principal amount of 3.350% Notes due 2026 (representing 87.62% of the aggregate principal amount outstanding),$445,140,000 aggregate principal amount Table of Contents of 5.850% Notes due 2040 (representing 89.03% of the aggregate principal amount outstanding), $84,225,000 aggregate principal amount of 4.500%Notes due 2043 (representing 70.75% of the aggregate principal amount outstanding), $335,318,000 aggregate principal amount of 5.650% Notes due2043 (representing 95.81% of the aggregate principal amount outstanding), and $348,759,000 aggregate principal amount of 5.500% Debentures due2035 (represen