UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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| Item 8.01 | Other Events. |
On May 1, 2020, Northern Trust Corporation (the “Company”) issued $1,000,000,000 of its 1.95% Senior Notes due 2030 (the “Notes”) pursuant to an underwriting agreement, dated as of April 28, 2020, by and among the Company, Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed therein. The Notes were issued in a public offering pursuant to an indenture, dated as of May 8, 2017, as amended and supplemented by a fourth supplemental indenture, dated as of May 1, 2020, between the Company and The Bank of New York Mellon Trust Company, National Association, as trustee.
The Notes are unsecured obligations of the Company and rank equally with all of the Company’s existing and future senior debt. The Notes will mature on May 1, 2030. The Notes will bear interest from the date they are issued at an annual rate of 1.95% payable semi-annually in arrears on May 1 and November 1, beginning on November 1, 2020.
On or after February 1, 2030, the Notes will be redeemable, at the Company’s option, in whole or in part at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
The Notes were offered pursuant to the Company’s shelf Registration Statement on Form S-3 (Registration No. 333-219591) and the prospectus included therein, filed with the Securities and Exchange Commission on July 31, 2017, and supplemented by the prospectus supplement, dated April 28, 2020.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |||
| 1.1 |
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| 4.1 |
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| 4.2 |
Form of 1.95% Senior Notes due 2030 (included in Exhibit 4.1). | |||
| 5.1 |
Opinion of Mayer Brown LLP, counsel for Northern Trust Corporation, as to the validity of the Notes. | |||
| 23.1 |
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| 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 1 , 2020 |
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| Northern Trust Corporation | ||||
| By: |
/s/ Susan C. Levy | |||
| Susan C. Levy | ||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||
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