Filed Pursuant to Rule 433

Registration No. 333-197686

July 29, 2014

 

 

 

Terms and Conditions – Depositary Shares each representing a 1/1,000th interest

in a share of Series C Non-Cumulative Perpetual Preferred Stock

 

Issuer:				Northern Trust Corporation
Security:				Depositary shares (the “Depositary Shares”) each representing a 1/1,000th interest in a share of Series C Non-Cumulative Perpetual Preferred Stock (the “Preferred Stock”)
Size:				$400,000,000 (16,000,000 Depositary Shares)
Over-allotment Option:				None
Expected Ratings (Moody’s/S&P/Fitch)*:				Baa2/A- /BBB
Liquidation Preference:				$25,000 per share of Preferred Stock (equivalent to $25 per Depositary Share)
Term:				Perpetual
Dividend Rate (Non-Cumulative):				5.85% per annum
Dividend Payment Dates:				Quarterly in arrears on the 1st day of January, April, July and October of each year, commencing on January 1, 2015
Day Count:				30/360
Trade Date:				July 29, 2014
Settlement Date:				August 5, 2014 (T+5)
Optional Redemption:				The Issuer may redeem the Preferred Stock at its option, (i) in whole or in part, from time to time, on any dividend payment date on or after October 1, 2019 at a redemption price equal to $25,000 per share (equivalent to $25 per Depositary Share), plus any declared and unpaid dividends, or (ii) in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined in the preliminary prospectus supplement dated July 29, 2014), at a redemption price equal to $25,000 per share (equivalent to $25 per Depositary Share), plus any declared and unpaid dividends.
				Any redemption of the Preferred Stock is subject to the Issuer’s receipt of any required prior approval by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the satisfaction of any conditions set forth in the capital rules of the Federal Reserve applicable to the redemption of the Preferred Stock.
Listing:				We have applied for listing of the Depositary Shares on the NASDAQ Global Market under the symbol “NTRSP.” If the application is approved, we expect trading of the Depositary Shares to commence within 30 days following the initial delivery of the Depositary Shares.
Public Offering Price:				$25.00 per Depositary Share
Underwriting Discounts and Commissions:				$0.7875 per Depositary Share (in the case of Depositary Shares sold to retail investors) and $0.25 per Depositary Share (in the case of Depositary Shares sold to institutional investors).
Net Proceeds to Company before Expenses:				$389,996,125
Joint Book-Running Managers:				Morgan Stanley & Co. LLC Merrill Lynch, Pierce, Fenner & Smith                      Incorporated Wells Fargo Securities, LLC

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Co-Managers:				Barclays Capital Inc. Deutsche Bank Securities Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC
Junior Co-Managers:				Loop Capital Markets LLC The Williams Capital Group, L.P.
CUSIP/ISIN for the Depositary Shares:				665859 872/US6658598726

 

*	Note: A securities rating is not a recommendation to buy, sell or hold securities that 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) Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, or (iii) Wells Fargo Securities, LLC toll-free at 1-800-326-5897.

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