UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On November 2, 2022, Northern Trust Corporation (the “Company”) issued $1,000,000,000 of its 6.125% Subordinated Notes due 2032 (the “Notes”) pursuant to an underwriting agreement, dated as of October 26, 2022, by and among the Company, Citigroup Global Markets Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC and Loop Capital Markets 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 sixth supplemental indenture, dated as of November 2, 2022, between the Company and The Bank of New York Mellon Trust Company, National Association, as trustee.
The Notes are subordinated unsecured obligations of the Company and rank junior to all of the Company’s depositors, general creditors and existing and future senior indebtedness. The Notes will mature on November 2, 2032. The Notes will bear interest from the date they are issued at an annual rate of 6.125%, payable semi-annually in arrears on May 2 and November 2 of each year, beginning on May 2, 2023.
On or after August 2, 2032, 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. 333-240299) and the prospectus included therein, filed with the Securities and Exchange Commission on August 3, 2020, and supplemented by the prospectus supplement, dated October 26, 2022.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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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: November 2, 2022 | ||||||
| Northern Trust Corporation | ||||||
| By: | /s/ Brad A. Kopetsky | |||||
| Brad A. Kopetsky | ||||||
| Corporate Secretary | ||||||
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