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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