SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2021
|Commission File Number: 1-31349|
THOMSON REUTERS CORPORATION
(Translation of registrants name into English)
333 Bay Street, Suite 300
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): ☐
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
|By:||/s/ Marc E. Gold|
|Name: Marc E. Gold|
|Title: Deputy Company Secretary|
Date: January 29, 2021
|99.1||News release dated January 29, 2021 Thomson Reuters Announces Closing of Sale of Refinitiv to London Stock Exchange Group|
Thomson Reuters Announces Closing of Sale of Refinitiv to London Stock Exchange Group
TORONTO, January 29, 2021 Thomson Reuters (TSX/NYSE: TRI) today announced that it and private equity funds affiliated with Blackstone have closed the sale of Refinitiv to London Stock Exchange Group plc (LSEG) in an all-share transaction. Refinitiv is Thomson Reuters former Financial & Risk business, a majority interest in which was sold to Blackstones consortium in October 2018. Thomson Reuters and Blackstones consortium subsequently agreed to sell Refinitiv to LSEG in August 2019.
As of todays closing, Thomson Reuters indirectly owns 82.5 million LSEG shares, which have a market value of approximately $9.8 billion based on LSEGs closing share price on January 28, 2021. Thomson Reuters interest in LSEG shares are held through an entity jointly owned by Blackstones consortium and Thomson Reuters.
Thomson Reuters and Blackstones consortium have agreed to be subject to a lock-up for their LSEG shares through January 29, 2023, subject to certain exceptions. In each of years three and four following closing (starting on January 30, 2023 and January 30, 2024, respectively), Thomson Reuters and Blackstones consortium will become entitled to sell in aggregate one-third of the LSEG shares issued to them. The lock-up arrangement will terminate on January 29, 2025.
While Thomson Reuters expects that the LSEG transaction will be predominantly tax deferred, approximately $700 million of tax became payable when the deal closed. The lock-up arrangements allow Thomson Reuters to sell sufficient LSEG shares necessary to generate net proceeds to meet this tax payment should it wish to do so. Thomson Reuters does not plan to sell any LSEG shares prior to LSEGs announcement of its full-year 2020 results on March 5.
Reuters News 30-year agreement with Refinitiv will continue following closing and is scheduled to run to 2048.
In accordance with the terms of the transaction, Erin Brown, Head of Finance for Thomson Reuters Corporates segment, has been appointed to the LSEG board of directors.
Thomson Reuters (TSX/NYSE: TRI) is a leading provider of business information services. Our products include highly specialized information-enabled software and tools for legal, tax, accounting and compliance professionals combined with the worlds most global news service Reuters. 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 statements regarding the companys expectations regarding the tax consequences of the transaction and its intentions related to future sales of LSEG shares. While the company believes that it has a reasonable basis for making forward-looking statements in this news release, they are not a guarantee of future performance or outcomes and there is no assurance that 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 companys control and the effects of them can be difficult to predict. You are cautioned not to place undue reliance on forward-looking statements which reflect expectations only as of the date of this news release. Except as may be required by applicable law, Thomson Reuters disclaims any obligation to update or revise any forward-looking statements.
Head of Commercial Communications & Corporate Affairs
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Frank J. Golden
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+1 332 219 1111