Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration No. 333-240299

 

 

Northern Trust Corporation

Pricing Term Sheet

October 26, 2022

$1,000,000,000

6.125% Subordinated Notes due 2032

 

Issuer		Northern Trust Corporation
Security		6.125% Subordinated Notes due 2032
Expected Ratings*		A2 (Moody’s) / A (S&P) / A (Fitch)
Currency		USD
Principal Amount		$1,000,000,000
Maturity		November 2, 2032
Coupon		6.125%
Payment Frequency		Semi-Annually
Day Count Convention		30/360
Optional Redemption		Redeemable in whole or in part, by the Issuer on or after August 2, 2032 at 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the redemption date
Benchmark Treasury		2.75% US Treasury due August 15, 2032
Spread to Benchmark Treasury		215 bps
Benchmark Treasury Price / Yield		89-24+ / 4.023%
Yield to Maturity		6.173%
Price to Public		99.646% of principal amount
Proceeds (Before Expenses) to Issuer		$991,960,000 (99.196%)
Interest Payment Dates		May 2 and November 2 of each year, commencing May 2, 2023
Trade Date		October 26, 2022
Settlement Date		November 2, 2022 (T+5)
Denominations		$2,000 x $1,000
CUSIP / ISIN		665859AX2 / US665859AX29
Joint Book-Running Managers		Citigroup Global Markets Inc. BofA Securities, Inc. Goldman Sachs & Co. LLC Loop Capital Markets LLC

Co-Managers		Academy Securities, Inc. Barclays Capital Inc. J.P. Morgan Securities LLC Siebert Williams Shank & Co., LLC Wells Fargo Securities, LLC

*Note: A security rating is not a recommendation to buy, sell or hold securities, and may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.

The Issuer has filed a registration statement (including a preliminary prospectus supplement and the accompanying prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus 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 website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and the accompanying prospectus if you request it by calling Citigroup Global Markets Inc. at 1-800-831-9146, BofA Securities, Inc. at 1-800-294-1322, Goldman Sachs & Co. LLC at 1-866-471-2526, or Loop Capital Markets LLC at 1-888-294-8898.

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