Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-219591
April 28, 2020
Northern Trust Corporation
Pricing Term Sheet
April 28, 2020
$1,000,000,000
1.95% Senior Notes due 2030
| Issuer |
Northern Trust Corporation | |
| Security |
1.95% Senior Notes due 2030 | |
| Expected Ratings* |
A2 (Moody’s) / A+ (S&P) / AA- (Fitch) | |
| Currency |
USD | |
| Principal Amount |
$1,000,000,000 | |
| Maturity |
May 1, 2030 | |
| Coupon |
1.95% | |
| Payment Frequency |
Semi-Annually | |
| Day Count Convention |
30/360 | |
| Optional Redemption |
Redeemable in whole or in part, by the Issuer on or after three months prior to the maturity date at 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the redemption date | |
| Benchmark Treasury |
1.500% US Treasury due February 15, 2030 | |
| Spread to Benchmark Treasury |
140 bps | |
| Benchmark Treasury Spot and Yield |
108-20; 0.592% | |
| Price to Public |
99.621% of principal amount | |
| Proceeds (Before Expenses) to Issuer |
$991,710,000 (99.171%) | |
| Interest Payment Dates |
May 1 and November 1 of each year, commencing November 1, 2020 | |
| Trade Date |
April 28, 2020 | |
| Settlement Date |
May 1, 2020 (T+3) | |
| Denominations |
$2,000 x $1,000 | |
| CUSIP / ISIN |
665859AV6 / US665859AV62 | |
| Joint Book-Running Managers |
Morgan Stanley & Co. LLC BofA Securities, Inc. Goldman Sachs & Co. LLC Wells Fargo Securities, LLC | |
| Co-Managers |
Barclays Capital, Inc. Citigroup Global Markets Inc. UBS Securities LLC Academy Securities, Inc. Loop Capital Markets LLC Siebert Williams Shank & Co., LLC | |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
This communication is intended for the sole use of the person to whom it is provided by us. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement 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 Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (i) Morgan Stanley & Co. LLC at 1-866-718-1649, (ii) BofA Securities, Inc. at 1-800-294-1322, (iii) Goldman Sachs & Co. LLC at 1-866-471-2526, or (iv) Wells Fargo Securities, LLC at 1-800-645-3751.
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