Thomson Reuters Corp 6-K, filed Nov 14, 2025

Thomson Reuters Corp (TRI)

6-K 2025-11-14 For: 2025-11-14

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Added on April 06, 2026

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Thomson Reuters Corp filed this 6-K on November 14, 2025.

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THOMSON REUTERS CORPORATION (Registrant)

By:		/s/ Jennifer Ruddick
		Name: Jennifer Ruddick
		Title: Deputy Company Secretary


Exhibit Number		Description

99.1		Amended and Restated Credit Agreement dated as of November 10, 2025


	Page

ARTICLE I

Definitions
SECTION 1.01. Defined Terms		1
SECTION 1.02. Classification of Loans and Borrowings		36
SECTION 1.03. Terms Generally		36
SECTION 1.04. Accounting Terms; IFRS; Pro Forma Calculations		37
SECTION 1.05. Currency Translation		37
SECTION 1.06. Interest Rates; Benchmark Notification		38
SECTION 1.07. Divisions		38
SECTION 1.08. Blocking Regulations		38
ARTICLE II

The Credits

SECTION 2.01. Commitments		39
SECTION 2.02. Loans and Borrowings		39
SECTION 2.03. Requests for Borrowings		40
SECTION 2.04. Letters of Credit		41
SECTION 2.05. Funding of Borrowings		47
SECTION 2.06. Interest Elections		48
SECTION 2.07. Termination, Reduction, Extension and Increase of Commitments		49
SECTION 2.08. Repayment of Loans; Evidence of Debt		52
SECTION 2.09. Prepayment of Loans		53
SECTION 2.10. Fees		54
SECTION 2.11. Interest		55
SECTION 2.12. Alternate Rate of Interest		57
SECTION 2.13. Increased Costs		60
SECTION 2.14. Break Funding Payments		61
SECTION 2.15. Taxes		62
SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-offs		67
SECTION 2.17. Mitigation Obligations; Replacement of Lenders		69
SECTION 2.18. Foreign Borrower Costs		70
SECTION 2.19. Accession of Subsidiary Borrowers		71
SECTION 2.20. Defaulting Lenders		72
SECTION 2.21. Swingline Loans		75

ARTICLE III

Representations and Warranties

SECTION 3.01. Organization; Powers		76
SECTION 3.02. Authorization; No Conflicts		77
SECTION 3.03. Governmental Approvals		77


SECTION 3.04. Enforceability			77
SECTION 3.05. Financial Condition; No Material Adverse Change			77
SECTION 3.06. Litigation and Environmental Matters			77
SECTION 3.07. Compliance with Laws			78
SECTION 3.08. Investment Company Status			78
SECTION 3.09. Margin Regulations			78
SECTION 3.10. Disclosure			78
SECTION 3.11. Anti-Corruption Laws and Sanctions			78
SECTION 3.12. Compliance with Swiss Ten Non-Bank Rule and Swiss Twenty Non Bank Rule			79

ARTICLE IV

Conditions

SECTION 4.01. Restatement Effective Date			79
SECTION 4.02. Each Credit Event			80
SECTION 4.03. Initial Credit Events for New Borrowers			81

ARTICLE V

Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information			81
SECTION 5.02. Preservation of Existence, Etc.			83
SECTION 5.03. Compliance with Laws			83
SECTION 5.04. Use of Proceeds and Letters of Credit			83
SECTION 5.05. Anti-Corruption Laws and Sanctions			83
SECTION 5.06. Compliance with Swiss Ten Non-Bank Rule and Swiss Twenty Non-Bank Rule			84

ARTICLE VI

Negative Covenants

SECTION 6.01. Indebtedness			84
SECTION 6.02. Liens; Guarantees			84
SECTION 6.03. Mergers, Etc.			84
SECTION 6.04. Leverage Ratio			85

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent

SECTION 8.01. General			88
SECTION 8.02. Certain ERISA Matters			95



ARTICLE IX

Guarantee

ARTICLE X

Miscellaneous

SECTION 10.01. Notices			97
SECTION 10.02. Waivers; Amendments			99
SECTION 10.03. Expenses; Indemnity; Limitation of Liability			100
SECTION 10.04. Successors and Assigns			102
SECTION 10.05. Survival			106
SECTION 10.06. Counterparts; Integration; Effectiveness; Electronic Execution			107
SECTION 10.07. Severability			108
SECTION 10.08. Right of Setoff			108
SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process			108
SECTION 10.10. WAIVER OF JURY TRIAL			110
SECTION 10.11. Headings			110
SECTION 10.12. Confidentiality; Non-Public Information			110
SECTION 10.13. Certain Notices			111
SECTION 10.14. No Fiduciary Duty			111
SECTION 10.15. Conversion of Currencies			112
SECTION 10.16. Restricted Obligations Applicable to each Swiss Borrower			112
SECTION 10.17. Existing Credit Agreement			113
SECTION 10.18. Interest Rate Limitation			114
SECTION 10.19. Acknowledgement and Consent to Bail-In of Affected Financial Institutions			114
SECTION 10.20. Subsidiary Guarantees			114


Schedules

Schedule 2.01		Commitments
Schedule 2.04A		LC Commitments
Schedule 2.04B		Existing Letters of Credit
Schedule 2.21		Swingline Commitments

Exhibits

Exhibit A		Form of Assignment and Assumption
Exhibit B-1		Form of Borrower Joinder Agreement
Exhibit B-2		Form of Borrower Termination Agreement
Exhibit C		Form of Promissory Note
Exhibit D		Form of Compliance Certificate
Exhibit E		Form of Maturity Date Extension Request


Exhibit F-1		Form of US Tax Compliance Certificate for Non-US Lenders or Non-US Issuing Banks that are not Partnerships for US Federal Income Tax Purposes
Exhibit F-2		Form of US Tax Compliance Certificate for Non-US Participants that are not Partnerships for US Federal Income Tax Purposes
Exhibit F-3		Form of US Tax Compliance Certificate for Non-US Participants that are Partnerships for US Federal Income Tax Purposes
Exhibit F-4		Form of US Tax Compliance Certificate for Non-US Lenders or Non-US Issuing Banks that are Partnerships for US Federal Income Tax Purposes


	Ratings (Moody’s/S&P/Fitch)	Facility Fee Rate (% per annum)			Term Benchmark/RFR Applicable Rate (% per annum)			ABR Applicable Rate (% per annum)
Category 1	A1/A+/A+ or higher		0.050	%		0.700	%		0.000	%
Category 2	A2/A/A		0.070	%		0.805	%		0.000	%
Category 3	A3/A-/A-		0.080	%		0.920	%		0.000	%
Category 4	Baa1/BBB+/BBB+		0.100	%		1.025	%		0.025	%


THOMSON REUTERS CORPORATION,

by		/s/ Chad MacLean
		Name: Chad MacLean
		Title: Treasurer


THOMSON REUTERS FINANCE S.A.,

by		/s/ Davina Ho
		Name: Davina Ho
		Title: Director

		/s/ Camilla Nunn
		Name: Camilla Nunn
		Title: Director


THOMSON REUTERS ENTERPRISE CENTRE GMBH,

by		/s/ Pablo Perez Perez
		Name: Pablo Perez Perez
		Title: Managing Director

		/s/ Michael Goddard
		Name: Michael Goddard
		Title: Managing Director


JPMORGAN CHASE BANK, N.A., as the Administrative Agent, a Swingline Lender, an Issuing Bank and a Lender

by		/s/ Ryan Zimmerman
		Name: Ryan Zimmerman
		Title: Executive Director


Name of Institution:

BANK OF MONTREAL

by		/s/ Benjamin Suissa
		Name: Benjamin Suissa
		Title: Vice President


For any Institution requiring a second signature line:

by
		Name:
		Title:


Name of Institution:

CITIBANK, N.A.

by		/s/ Michael Vondriska
		Name: Michael Vondriska
		Title: Vice President


Name of Institution:

ROYAL BANK OF CANADA

by		/s/ Chris Cowan
		Name: Chris Cowan
		Title: Authorized Signatory


Name of Institution:

GOLDMAN SACHS BANK USA, as a Lender

by		/s/ Dan Starr
		Name: Dan Starr
		Title: Authorized Signatory


Commitments
Lender	Lending Office	Commitment
JPMorgan Chase Bank, N.A.	500 Stanton Christina Rd., Newark, DE 19713	US$	220,000,000
Bank of Montreal	100 King Street West 19th Floor Toronto, Ontario M5X 1A1	US$	220,000,000
Citibank, N.A.	One Penns Way OPS II, Floor 2 New Castle, DE 19720	US$	220,000,000
Royal Bank of Canada	200 Bay Street, 4th Floor, South Tower, Toronto, ON M5J 2W7	US$	220,000,000
The Toronto-Dominion Bank	66 Wellington Street West, 9th floor, Toronto, ON M5K 1A2	US$	220,000,000
Bank of America N.A.	101 N. Tryon Street Charlotte, NC 28255	US$	150,000,000
Barclays Bank PLC	745 7th Avenue New York, NY 10019	US$	150,000,000
Goldman Sachs Bank USA	200 West Street New York, NY 10282	US$	150,000,000
Mizuho Bank, Ltd.	1800 Plaza Ten, Harborside Financial Ctr., Jersey City, NJ 07311	US$	150,000,000
Morgan Stanley Bank, N.A.	One Utah Center 201 South Main Street Salt Lake City, Utah 84111	US$	150,000,000
Standard Chartered Bank	1 Basinghall Avenue London EC2V 5DD	US$	150,000,000

Total		US$	2,000,000,000


LC Commitments
Issuing Bank		LC Commitment
JPMorgan Chase Bank, N.A.		US$18,000,000 (or such greater amount, but not in excess of US$36,000,000, as JPMorgan Chase Bank, N.A. may, in its sole discretion, agree from time to time to be its LC Commitment, it being understood and agreed that, notwithstanding anything to the contrary in the Loan Documents, JPMorgan Chase Bank, N.A. shall not be obligated (but in its sole discretion may) issue, amend or extend Letters of Credit if, after giving effect thereto, the LC Exposure attributable to Letters of Credit issued by it would exceed US$18,000,000)

Royal Bank of Canada		US$18,000,000 (or such greater amount, but not in excess of US$36,000,000, as Royal Bank of Canada may, in its sole discretion, agree from time to time to be its LC Commitment, it being understood and agreed that, notwithstanding anything to the contrary in the Loan Documents, Royal Bank of Canada shall not be obligated (but in its sole discretion may) issue, amend or extend Letters of Credit if, after giving effect thereto, the LC Exposure attributable to Letters of Credit issued by it would exceed US$18,000,000)

Citibank, N.A.		US$18,000,000 (or such greater amount, but not in excess of US$36,000,000, as Citibank, N.A. may, in its sole discretion, agree from time to time to be its LC Commitment, it being understood and agreed that, notwithstanding anything to the contrary in the Loan Documents, Citibank, N.A. shall not be obligated (but in its sole discretion may) issue, amend or extend Letters of Credit if, after giving effect thereto, the LC Exposure attributable to Letters of Credit issued by it would exceed US$18,000,000)


Name of Institution:

THE TORONTO-DOMINION BANK

by		/s/ Hassan Abbas
		Name: Hassan Abbas
		Title: Managing Director


For any Institution requiring a second signature line:

by		/s/ Adam Levy
		Name: Adam Levy
		Title: Vice President


Name of Institution:

BANK OF AMERICA, N.A.

by		/s/ L. D. Markowitz
		Name: L. Doreen Markowitz
		Title: Director


Name of Institution:

BARCLAYS BANK PLC

by		/s/ Nicholas Sibayan
		Name: Nicholas Sibayan
		Title: Vice President


Name of Institution:

MIZUHO BANK, LTD.

by		/s/ Tracy Rahn
		Name: Tracy Rahn
		Title: Managing Director


Name of Institution:

MORGAN STANLEY BANK, N.A.

by		/s/ Michael King
		Name: Michael King
		Title: Authorized Signatory


Name of Institution:

STANDARD CHARTERED BANK

by		/s/ Vahid Sazegara
		Name: Vahid Sazegara
		Title: Executive Director


Swingline Commitments
Swingline Lender	Swingline Commitment
JPMorgan Chase Bank, N.A.	US$	30,000,000
Royal Bank of Canada	US$	30,000,000
Citibank, N.A.	US$	30,000,000
The Toronto-Dominion Bank	US$	30,000,000
Bank of Montreal	US$	30,000,000


1. Assignor:



2. Assignee:		[and is [an [Affiliate]/[Approved Fund] of [identify Lender]]¹]

3. Company:		Thomson Reuters Corporation

4. Borrowers:		The Company, Thomson Reuters Enterprise Centre GmbH, Thomson Reuters Finance S.A. and the other Borrowers from time to time.

5. Administrative Agent:		JPMorgan Chase Bank, N.A.

6. Credit Agreement:		The Amended and Restated Credit Agreement dated as of November 10, 2025, among Thomson Reuters Corporation, the other Borrowers from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

7. Assigned Loan Interest:


[8. DTTP Treaty Passport Scheme:		The Assignee confirms that it holds a passport under the HM Revenue & Customs’ DT Treaty Passport scheme (reference number [•]) and is tax resident in [•], so that interest payable to it by the UK Borrowers is generally subject to full exemption from U.K. withholding tax, and requests that the Administrative Agent notify:

		(a) each UK Borrower that is a Borrower under the Credit Agreement as at the Effective Date; and

		(b) each UK Borrower that becomes a Borrower under the Credit Agreement after the Effective Date, that it wishes that scheme to apply to the Credit Agreement.]³


JPMORGAN CHASE BANK, N.A., as Administrative Agent,

by
		Name:
		Title:


[NAME OF SWINGLINE LENDER], as a Swingline Lender,

by
		Name:
		Title:


Very truly yours,

THOMSON REUTERS CORPORATION,

by
		Name:
		Title:

[NAME OF TERMINATED BORROWER],

by
		Name:
		Title: