Thomson Reuters Corp 6-K, filed Nov 15, 2022

Thomson Reuters Corp (TRI)

6-K 2022-11-15 For: 2022-11-15

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Added on April 06, 2026

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Thomson Reuters Corp filed this 6-K on November 15, 2022.

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THOMSON REUTERS CORPORATION (Registrant)

By:		/s/ Jennifer Ruddick
		Name: Jennifer Ruddick
		Title: Assistant Secretary


Exhibit Number		Description

99.1		Amended and Restated Credit Agreement dated as of November 7, 2022


	Page

ARTICLE I

Definitions

SECTION 1.01. Defined Terms		1
SECTION 1.02. Classification of Loans and Borrowings		34
SECTION 1.03. Terms Generally		34
SECTION 1.04. Accounting Terms; IFRS; Pro Forma Calculations		35
SECTION 1.05. Currency Translation		35
SECTION 1.06. Interest Rates; Benchmark Notification		36
SECTION 1.07. Divisions		37
SECTION 1.08. Blocking Regulations		37

ARTICLE II

The Credits

SECTION 2.01. Commitments		37
SECTION 2.02. Loans and Borrowings		37
SECTION 2.03. Requests for Borrowings		38
SECTION 2.04. Letters of Credit		39
SECTION 2.05. Funding of Borrowings		45
SECTION 2.06. Interest Elections		46
SECTION 2.07. Termination, Reduction, Extension and Increase of Commitments		47
SECTION 2.08. Repayment of Loans; Evidence of Debt		50
SECTION 2.09. Prepayment of Loans		51
SECTION 2.10. Fees		51
SECTION 2.11. Interest		52
SECTION 2.12. Alternate Rate of Interest		55
SECTION 2.13. Increased Costs		58
SECTION 2.14. Break Funding Payments		59
SECTION 2.15. Taxes		59
SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-offs		65
SECTION 2.17. Mitigation Obligations; Replacement of Lenders		67
SECTION 2.18. Foreign Borrower Costs		68
SECTION 2.19. Accession of Subsidiary Borrowers		69
SECTION 2.20. Defaulting Lenders		69
SECTION 2.21. Sustainability Targets		71

ARTICLE III

Representations and Warranties

SECTION 3.01. Organization; Powers		72
SECTION 3.02. Authorization; No Conflicts		72
SECTION 3.03. Governmental Approvals		73


SECTION 3.04. Enforceability			73
SECTION 3.05. Financial Condition; No Material Adverse Change			73
SECTION 3.06. Litigation and Environmental Matters			73
SECTION 3.07. Compliance with Laws			74
SECTION 3.08. Investment Company Status			74
SECTION 3.09. Margin Regulations			74
SECTION 3.10. Disclosure			74
SECTION 3.11. Anti-Corruption Laws and Sanctions			74
SECTION 3.12. Compliance with Swiss Ten Non-Bank Rule and Swiss Twenty Non-Bank Rule			74

ARTICLE IV

Conditions

SECTION 4.01. Restatement Effective Date			75
SECTION 4.02. Each Credit Event			76
SECTION 4.03. Initial Credit Events for New Borrowers			76

ARTICLE V

Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information			77
SECTION 5.02. Preservation of Existence, Etc			78
SECTION 5.03. Compliance with Laws			79
SECTION 5.04. Use of Proceeds and Letters of Credit			79
SECTION 5.05. Anti-Corruption Laws and Sanctions			79
SECTION 5.06. Compliance with Swiss Ten Non-Bank Rule and Swiss Twenty Non-Bank Rule			79

ARTICLE VI

Negative Covenants

SECTION 6.01. Indebtedness			80
SECTION 6.02. Liens; Guarantees			80
SECTION 6.03. Mergers, Etc			80
SECTION 6.04. Leverage Ratio			80

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent
SECTION 8.01. General			84


SECTION 10.01. Notices			92
SECTION 10.02. Waivers; Amendments			93
SECTION 10.03. Expenses; Indemnity; Limitation of Liability			95
SECTION 10.04. Successors and Assigns			97
SECTION 10.05. Survival			101
SECTION 10.06. Counterparts; Integration; Effectiveness; Electronic Execution			101
SECTION 10.07. Severability			103
SECTION 10.08. Right of Setoff			103
SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process			103
SECTION 10.10. WAIVER OF JURY TRIAL			104
SECTION 10.11. Headings			105
SECTION 10.12. Confidentiality; Non-Public Information			105
SECTION 10.13. Certain Notices			106
SECTION 10.14. No Fiduciary Duty			106
SECTION 10.15. Conversion of Currencies			106
SECTION 10.16. Restricted Obligations Applicable to each Swiss Borrower			107
SECTION 10.17. Existing Credit Agreement			108
SECTION 10.18. Interest Rate Limitation			108
SECTION 10.19. Acknowledgement and Consent to Bail-In of Affected Financial Institutions			109
SECTION 10.20. Subsidiary Guarantees			109


For the month of November 2022		Commission File Number: 1-31349


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


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 Borrowing Request
Exhibit D		Form of Promissory Note
Exhibit E		Form of Compliance Certificate
Exhibit F		Form of Maturity Date Extension Request


Exhibit G-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 G-2		Form of US Tax Compliance Certificate for Non-US Participants that are not Partnerships for US Federal Income Tax Purposes
Exhibit G-3		Form of US Tax Compliance Certificate for Non-US Participants that are Partnerships for US Federal Income Tax Purposes
Exhibit G-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
Exhibit H		Form of Subsidiary Guarantee Agreement
Exhibit I		Form of Interest Election Request


	Ratings (Moody’s/S&P/Fitch)	Facility Fee Rate (% per annum)			Term Benchmark/RFR Spread (% per annum)			ABR Spread (% per annum)
Category 1	A3/A-/A- or higher		0.090	%		0.910	%		0.000	%
Category 2	Baa1/BBB+/BBB+		0.100	%		1.025	%		0.025	%
Category 3	Baa2/BBB/BBB		0.125	%		1.125	%		0.125	%
Category 4	Baa3/BBB-/BBB-		0.175	%		1.200	%		0.200	%
Category 5	below Baa3/BBB-/BBB-		0.225	%		1.400	%		0.400	%



by		/s/ Michael Eastwood
		Name: Michael Eastwood
		Title: Chief Financial Officer



by		/s/ Abigail Ramseyer
		Name: Abigail Ramseyer
		Title: Director

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


by		/s/ Kirsty Roth
		Name: Kirsty Roth
		Title: Managing Director

		/s/ David Larson
		Name: David Larson
		Title: Managing Director


JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent and an Issuing Bank,

	by	/s/ Zachary Quan
		Name: Zachary Quan
		Title: Vice President


Name of Institution:

Bank of Montreal

by		/s/ Deep Gill
		Name: Deep Gill
		Title: Director, Corporate Banking


THOMSON REUTERS CORPORATION,


THOMSON REUTERS FINANCE S.A.,


THOMSON REUTERS ENTERPRISE CENTRE GMBH,


For any Institution requiring a second signature line:

by
		Name:
		Title:


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:

The Toronto-Dominion Bank

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

For any Institution requiring a second signature line:

by		/s/ Andrew Rytel
		Name: Andrew Rytel
		Title: Director


Name of Institution:

BANK OF AMERICA N.A.

by		/s/ Dylan Honza
		Name: Dylan Honza
		Title: Vice President


Name of Institution:

BARCLAYS BANK PLC

by		/s/ Sean Duggan
		Name: Sean Duggan
		Title: Director


Name of Institution:

GOLDMAN SACHS BANK USA

by		/s/ Rebecca Kratz
		Name: Rebecca Kratz
		Title: Authorized Signatory


Name of Institution:

MIZUHO BANK, LTD.

by		/s/ John Davies
		Name: John Davies
		Title: Authorized Signatory


MORGAN STANLEY BANK, N.A.

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


Name of Institution:

STANDARD CHARTERED BANK

by		/s/ Kristopher Tracy
		Name: Kristopher Tracy
		Title: Director, Financing Solutions


Commitments

Lender	Lending Office	Commitment
JPMorgan Chase Bank, N.A.	500 Stanton Christina Rd., Newark, DE 19713	$	220,000,000
Bank of Montreal	100 King Street West 5th Floor Toronto, ON, M5X 1H3	$	220,000,000
Citibank, N.A.	One Penns Way OPS II, Floor 2 New Castle, DE 19720	$	220,000,000
Royal Bank of Canada	200 Bay Street, 4th Floor, South Tower, Toronto, ON M5J 2W7	$	220,000,000
The Toronto-Dominion Bank	66 Wellington Street West, 9th floor, Toronto, ON M5K 1A2	$	220,000,000
Bank of America, N.A.	101 N. Tryon Street Charlotte, NC 28255	$	150,000,000
Barclays Bank PLC	745 7th Avenue New York, NY 10019	$	150,000,000
Goldman Sachs Bank USA	200 West Street New York, NY 10282	$	150,000,000
Mizuho Bank, Ltd.	1800 Plaza Ten, Harborside Financial Ctr., Jersey City, NJ 07311	$	150,000,000
Morgan Stanley Bank, N.A.	One Utah Center 201 South Main Street Salt Lake City, Utah 84111	$	150,000,000
Standard Chartered Bank	1 Basinghall Avenue London EC2V 5DD	$	150,000,000

Total		$	2,000,000,000


Issuing Bank		LC Commitment

JPMorgan Chase Bank, N.A.		$18,000,000 (or such greater amount, but not in excess of $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 $18,000,000)

Royal Bank of Canada		$18,000,000 (or such greater amount, but not in excess of $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 $18,000,000)

Citibank, N.A.		$18,000,000 (or such greater amount, but not in excess of $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 $18,000,000)


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 7, 2022, 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.


[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:


Date		Amount of Loan		Maturity Date		Payments of Principal/Interest		Principal Balance of Note		Name of Person Making the Notation


1. Consolidated Total Debt at the end of the Fiscal Year:		[___________]
2. Consolidated EBITDA for the Fiscal Year:		[___________]
3. Consolidated Total Debt to EBITDA Ratio:		[___________]


SECTION 5.05. Counterparts; Effectiveness; Several Agreement; Electronic Execution			8
SECTION 5.06. Severability			9
SECTION 5.07. Right of Setoff			9
SECTION 5.08. Governing Law; Jurisdiction; Consent to Service of Process; Appointment of Service of Process Agent			10
SECTION 5.09. WAIVER OF JURY TRIAL			11
SECTION 5.10. Headings			11
SECTION 5.11. Termination or Release			11
SECTION 5.12. Additional Subsidiary Guarantors			12
SECTION 5.13. No Fiduciary Duty			12
SECTION 5.14. Conversion of Currencies			12


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

by
		Name:
		Title:


[NAME OF NEW SUBSIDIARY],

by


		Name:
		Title:

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

by

		Name:
		Title:


1.		Borrowing to which this request applies:

		Principal Amount:
		Currency:
		Type:
		Interest Period¹:

2.		Effective date of this election²:
3.		Resulting Borrowing[s]³
		Principal Amount⁴: