NORTHERN TRUST CORPORATION (NASDAQ:NTRS) Files An 8-K Other Events
Item8.01
| Other Events. |
On May8, 2017, Northern Trust Corporation (the Company)
issued $350,000,000 of its 3.375% Fixed-to-Floating Rate
Subordinated Notes due 2032 (the Notes) to an underwriting
agreement, dated as of May3, 2017, by and among the Company,
Merrill Lynch, Pierce, Fenner Smith Incorporated and Morgan
Stanley Co. LLC, as representatives of the several underwriters
listed therein. The Notes were issued in a public offering to an
indenture, dated as of May8, 2017, as supplemented by a first
supplemental indenture, dated as of May8, 2017, 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 Companys depositors, general
creditors, and existing and future senior debt. The Notes will
mature on May8, 2032.The Notes will bear interest from the date
they are issued to, but excluding, May8, 2027, at an annual rate
of 3.375%, payable semi-annually in arrears on May8 and
November8, beginning on November8, 2017, and ending on May8,
2027. From, and including, May8, 2027, the Notes will bear
interest at an annual rate equal to three-month LIBOR plus
1.131%, payable quarterly in arrears on February8, May8, August8,
and November8 of each year, beginning on August8, 2027.
The Company may redeem the Notes, in whole but not in part, on,
and only on, May8, 2027, at a redemption price equal to 50% of
the principal amount of the Notes to be redeemed, plus accrued
and unpaid interest, if any, to, but excluding, the redemption
date.
The Notes were offered to the Companys shelf Registration
Statement on FormS-3 (Registration No.333-197686) and the
prospectus included therein, filed with the Securities and
Exchange Commission on July29, 2014, and supplemented by the
prospectus supplement, dated May3, 2017.
| Item9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement, dated as of May3, 2017, among Northern Trust Corporation and Merrill Lynch, Pierce, Fenner Smith Incorporated and Morgan Stanley Co. LLC, as representatives of the underwriters named therein. |
|
| 4.1 |
Indenture, dated as of May8, 2017, between Northern Trust Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee. |
|
| 4.2 |
First Supplemental Indenture, dated as of May8, 2017, between Northern Trust Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee. |
|
| 4.3 |
Formof 3.375% Fixed-to-Floating Rate Subordinated Notes due 2032 (included in Exhibit4.2). |
|
| 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 Exhibit5.1). |
2
About NORTHERN TRUST CORPORATION (NASDAQ:NTRS)
Northern Trust Corporation is a financial holding company. The Company provides asset servicing, fund administration, asset management, fiduciary and banking solutions for corporations, institutions, families and individuals around the world. The Company’s segments include Corporate & Institutional Services (C&IS), Wealth Management, and Treasury and Other. The Company conducts its business through various the United States and non-United States subsidiaries, including The Northern Trust Company (Bank). The Company has a network of offices in over 20 states in the United States, Washington, District of Columbia (D.C), and approximately 20 international locations in Canada, Europe, the Middle East and the Asia-Pacific region. Asset Management, through the Company’s subsidiaries, supports the C&IS and Wealth Management segments by providing a range of asset management and related services, and other products to customers around the world. NORTHERN TRUST CORPORATION (NASDAQ:NTRS) Recent Trading Information
NORTHERN TRUST CORPORATION (NASDAQ:NTRS) closed its last trading session up +0.29 at 90.82 with 1,038,889 shares trading hands.
