Reorganization of Thomson Reuters (TRI)

Thomson Reuters made a cash distribution and then a reverse split to reduce the total shares outstanding. The nature of the cash distribution was different for Canadian and US shareholders. Shareholders had an option to decline the cash distribution and not have their shares owned decreased.

For Canadian shareholders the distribution was a return of capital. The tax consequences of the cash distribution for US shareholders depended on whether any shareholders opt out of the reorganization plan.

For US shareholders, the cash distribution will be considered a taxable dividend or a sale of shares for the cash received. From the SEC filings for this reorganization, the most likely outcome is to treat this as a partial sale of a US shareholders position in Thomson Reuters. The number of shares sold will be equal to the number of shares the position decreased due to this reorganization.  

The exchange ratio for the reverse split was 0.963957 for 1.  


This reorganization can be entered as a sell transaction. The number of shares sold will be the difference between the number of shares owned before the reorganization and after the reorganization.  (Shares of TRI before reorganization – Shares of TRI owned after the reorganization). The total proceeds for the sale will be the sum of ALL cash received during the reorganization. This will be the sum of the cash distribution plus the cash-in-lieu received for fractional shares in the reverse split. (Cash distribution + cash-in-lieu). The cash distribution was reported as $4.67 per TRI share.  


The Sell Transaction 

Here is the information needed for the sell transaction. 

Date: 6/23/2023 (effective date of reverse split, not the cash distribution) 

Shares sold: (Shares of TRI before reorganization – Shares of TRI owned after the reorganization) 

For example, if you owned 100 TRI shares before the reorganization and 96 shares after the reorganization, sell 4 shares, (100-96). 

Total proceeds: Cash distribution + cash-in-lieu for fractional shares.  

The cash distribution on 100 shares would be $467.00. ($4.67 per share * 100 shares) 

The cash-in-lieu would be for the sale of approximately 0.34 shares. TRI was trading at about $130 per share on the effective date. The cash-in-lieu would be near $44.20.