Thomson Completes Bond Offering

On August 8, 2003, the Thomson Corp. completed a US$450 million global bond offering comprised of US$200 million 4.25 per cent notes due in 2009 and US$250 million 5.25 per cent notes due in 2013. Barclays Capital and JPMorgan were joint book running managers for the six-year notes.
Bear, Stearns & Co. Inc., RBC Capital Markets Inc. and TD Securities Inc. were joint book running managers for the 10-year notes. The proceeds from the offering were used by Thomson: (a) to redeem US$250 million of outstanding preferred shares held by a subsidiary of Thomson’s principal shareholder, the Woodbridge Company Ltd.; (b) to repay existing indebtedness; and (c) for general corporate purposes.

This southbound multijurisdictional disclosure system offering, which included private placements in Europe and a listing of the notes in Luxembourg, was made pursuant to a prospectus supplement to Thomson’s $3 billion debt securities short form base shelf prospectus.

Thomson was represented by in-house counsel Marc Gold; and by Torys LLP, with a team that included Andy Beck, Alexandra Kau, Hilary Paterson and Stephanie Weissglas in New York and Michael Siltala and Cornell Wright in Toronto. The underwriters were represented by Shearman & Sterling LLP in New York, with a team that included Lisa Jacobs and Scott Graziano.

Lawyer(s)

Andrew J. Beck Hilary Paterson Lisa L. Jacobs Stephanie Weissglas Cornell C.V. Wright Michael J. Siltala Scott A. Graziano

Firm(s)

Torys LLP Shearman & Sterling LLP