UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2020
NORTHERN TRUST CORPORATION
(Exact name of Registrant as Specified in Charter)
| | | | |
Delaware | | 001-36609 | | 36-2723087 |
(State or other Jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
50 South LaSalle Street, Chicago, Illinois | | 60603 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (312) 630-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, $1.66 2/3 Par Value | | NTRS | | The NASDAQ Stock Market LLC |
Depositary Shares, each representing 1/1,000th interest in a share of Series E Non-Cumulative Perpetual Preferred Stock | | NTRSO | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On May 1, 2020, Northern Trust Corporation (the “Company”) issued $1,000,000,000 of its 1.95% Senior Notes due 2030 (the “Notes”) pursuant to an underwriting agreement, dated as of April 28, 2020, by and among the Company, Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. 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 fourth supplemental indenture, dated as of May 1, 2020, 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 May 1, 2030. The Notes will bear interest from the date they are issued at an annual rate of 1.95% payable semi-annually in arrears on May 1 and November 1, beginning on November 1, 2020.
On or after February 1, 2030, 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. 333-219591) and the prospectus included therein, filed with the Securities and Exchange Commission on July 31, 2017, and supplemented by the prospectus supplement, dated April 28, 2020.
| Item 9.01 | Financial Statements and Exhibits |
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Exhibit
No. | | | Description |
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| | 1.1 | | | Underwriting Agreement, dated as of April 28, 2020, among Northern Trust Corporation and Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC , as representatives of the underwriters named therein. |
| | | | | |
| | 4.1 | | | Fourth Supplemental Indenture, dated as of May 1, 2020, between Northern Trust Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee. |
| | | | | |
| | 4.2 | | | Form of 1.95% Senior Notes due 2030 (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). |
| | | | | |
| | 104 | | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
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Date: May 1 , 2020 | | | | |
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| | Northern Trust Corporation |
| | | | | |
| | By: | | /s/ Susan C. Levy |
| | | | Susan C. Levy |
| | | | Executive Vice President, General Counsel and Corporate Secretary |
