Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-197686
May 3, 2017
Terms and Conditions – 3.375% Fixed-to-Floating Rate Subordinated Notes due 2032
May 3, 2017
| Issuer: |
Northern Trust Corporation | |
| Security: |
3.375% Fixed-to-Floating Rate Subordinated Notes due 2032 | |
| Expected Ratings (Moody’s/S&P/Fitch)*: |
A2/A/A+ | |
| Principal Amount: |
$350,000,000 | |
| Issue Price: |
100.00% | |
| Trade Date: |
May 3, 2017 | |
| Settlement Date: |
May 8, 2017 (T+3) | |
| Maturity Date: |
May 8, 2032 (if not earlier redeemed) | |
| Interest Rate: |
From and including May 8, 2017 to but excluding May 8, 2027, at an annual rate of 3.375%
From and including May 8, 2027 to, but excluding, the maturity date, at an annual rate equal to three-month LIBOR plus 1.131%. | |
| Interest Payment Dates: |
Interest on the notes will be payable semi-annually in arrears on May 8 and November 8 of each year, beginning on November 8, 2017 and ending on May 8, 2027 (or if any of these days in not a business day, on the next business day, and no interest will accrue as a result of that postponement).
Thereafter, interest on the notes will be payable quarterly in arrears on February 8, May 8, August 8 and November 8 of each year, beginning on August 8, 2027 and continuing through the maturity date (or if any of these days is not a business day, on the next business day, except that, if such business day is in the next succeeding calendar month, interest will be payable on the immediately preceding business day, and no interest will accrue or fail to accrue as a result of that postponement or earlier payment). | |
| Day Count: |
From May 8, 2017 to, but excluding, May 8, 2027, 30/360
From and including May 8, 2027, Actual/360 | |
| Optional Redemption: |
The Issuer may redeem the notes, in whole but not in part, on, and only on, May 8, 2027, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to but excluding the redemption date. | |
| Benchmark Treasury: |
2.250% due February 15, 2027 | |
| Benchmark Yield: |
2.295% | |
| Spread to Benchmark Treasury: |
108 basis points | |
| Reoffer Yield: |
3.375% | |
| Denominations: |
$2,000 denominations and integral multiples of $1,000 in excess thereof | |
|
Net Proceeds to Issuer before Expenses: |
$348,425,000 | |
| Joint Book-Running Managers: |
Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC | |
| Co-Managers: |
Barclays Capital Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC UBS Securities LLC Wells Fargo Securities, LLC | |
| Junior Co-Managers: |
Loop Capital Markets LLC The Williams Capital Group, L.P. | |
| CUSIP/ISIN: |
665859 AS3 / US665859AS34 | |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
This communication is intended for the sole use of the person to whom it is provided by us. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322 or (ii) Morgan Stanley & Co. LLC at 1-866-718-1649.
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