UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
TR FINANCE LLC**
(Exact name of registrant as specified in its charter)
| Delaware | 84-3786645 | |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) |
2900 Ames Crossing Road
Suite 100
Eagan, Minnesota
(Address of principal executive offices)
55121
(Zip Code)
** See Table of Additional Registrants on next page
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered(1) |
Name of each exchange on which each class is to be registered | |
| 3.350% Notes due 2026 | The Nasdaq Stock Market LLC | |
| 5.850% Notes due 2040 | The Nasdaq Stock Market LLC | |
| 4.500% Notes due 2043 | The Nasdaq Stock Market LLC | |
| 5.650% Notes due 2043 | The Nasdaq Stock Market LLC | |
| 5.500% Debentures due 2035 | The Nasdaq Stock Market LLC |
| (1) | Includes the guarantees by Thomson Reuters Corporation and the other subsidiary registrants named herein. |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-284827, 333-284840, 333-284840-01, 333-284840-02 and 333-284840-03.
Securities to be registered pursuant to Section 12(g) of the Act:
None
TABLE OF ADDITIONAL REGISTRANTS
| Exact Name of Co-Registrant
as |
I.R.S. Employer Identification No. |
State or Other Jurisdiction of Incorporation or Organization |
Address of Principal Executive Offices | |||
| Thomson Reuters Corporation | 98-0176673 | Ontario, Canada | 19 Duncan Street Toronto, Ontario M5H 3H1, Canada | |||
| Thomson Reuters Applications Inc. | 74-3053016 | Delaware | 2900 Ames Crossing Road Suite 100 Eagan, Minnesota 55121 | |||
| Thomson Reuters (Tax & Accounting) Inc. | 75-1297386 | Texas | 6160 Warren Parkway, Suite 700, Frisco, Texas 75034 | |||
| West Publishing Corporation | 41-1426973 | Minnesota | 2900 Ames Crossing Road Suite 100 Eagan, Minnesota 55121 | |||
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
TR Finance LLC (“TR Finance”), as the issuer, is registering the following series of its debt securities (collectively, the “TR Finance Notes”) under Section 12(b) of the Securities Exchange Act of 1934, as amended, in connection with the listing of such series on the Nasdaq Stock Market LLC (“Nasdaq”) under the following Nasdaq symbols:
| • | 3.350% Notes due 2026 (Nasdaq: TRI26) |
| • | 5.850% Notes due 2040 (Nasdaq: TRI40) |
| • | 4.500% Notes due 2043 (Nasdaq: TRI43A) |
| • | 5.650% Notes due 2043 (Nasdaq: TRI43B) |
| • | 5.500% Debentures due 2035 (Nasdaq: TRI35) |
Trading of the TR Finance Notes on Nasdaq is expected to commence on or about March 21, 2025. Each of the foregoing series of TR Finance Notes will be fully and unconditionally guaranteed by Thomson Reuters Corporation (“TRC”), and will also be guaranteed by each of Thomson Reuters Applications Inc., Thomson Reuters (Tax & Accounting) Inc. and West Publishing Corporation (collectively, the “Subsidiary Guarantors” and together with TR Finance and TRC, the “Registrants”). The TR Finance Notes are expected to be issued on or about March 20, 2025 in connection with the closing of the previously-announced exchange offers of TRC debt securities, which expired on March 17, 2025.
A description of the TR Finance Notes is contained in the Prospectus dated March 10, 2025, which forms a part of the Registrants’ joint Registration Statements on Form F-10 and Form F-4 (File Nos. 333-284827, 333-284840, 333-284840-01, 333-284840-02 and 333-284840-03), and is incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed herewith and are incorporated herein by reference:
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, each Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| THOMSON REUTERS CORPORATION | ||||||
| Date: March 19, 2025 | By: | /s/ Jennifer Ruddick | ||||
| Name: Jennifer Ruddick Title: Deputy Company Secretary | ||||||
| TR FINANCE LLC | ||||||
| By: | /s/ Richard Napolitano | |||||
| Name: Richard Napolitano Title: Chief Financial Officer | ||||||
| THOMSON REUTERS APPLICATIONS INC. | ||||||
| By: | /s/ Richard Napolitano | |||||
| Name: Richard Napolitano Title: Vice President & Assistant Secretary | ||||||
| THOMSON REUTERS (TAX & ACCOUNTING) INC. | ||||||
| By: | /s/ Richard Napolitano | |||||
| Name: Richard Napolitano Title: Vice President & Assistant Secretary | ||||||
| WEST PUBLISHING CORPORATION | ||||||
| By: | /s/ Richard Napolitano | |||||
| Name: Richard Napolitano Title: Vice President & Assistant Secretary | ||||||