Item 8.01 Other Events.
On August 3, 2018, Northern Trust Corporation (the “Company”) issued $500,000,000 of its 3.65% Senior Notes due 2028 (the “Notes”) pursuant to an underwriting agreement, dated as of July 31, 2018, by and among the Company, Barclays Capital Inc., Morgan Stanley & Co. LLC, UBS Securities 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 second supplemental indenture, dated as of August 3, 2018, 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 August 3, 2028. The Notes will bear interest from the date they are issued at an annual rate of 3.65% payable semi-annually in arrears on February 3 and August 3, beginning on February 3, 2019.
On or after May 3, 2028, 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 onForm S-3 (RegistrationNo. 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 July 31, 2018.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated as of July 31, 2018, among Northern Trust Corporation and Barclays Capital Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, and Wells Fargo Securities, LLC, as representatives of the underwriters named therein. |
| |
| 4.1 | | Second Supplemental Indenture, dated as of August 3, 2018, between Northern Trust Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee. |
| |
| 4.2 | | Form of 3.65% Senior Notes due 2028 (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 | | Consent of Mayer Brown LLP (included in Exhibit 5.1). |
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