Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-219591
April 30, 2019
Northern Trust Corporation
Pricing Term Sheet
April 30, 2019
$500,000,000
3.15% Senior Notes due 2029
| Issuer |
Northern Trust Corporation | |
| Security |
3.15% Senior Notes due 2029 | |
| Expected Ratings* |
A2 (Moody’s) / A+ (S&P) / AA- (Fitch) | |
| Currency |
USD | |
| Principal Amount |
$500,000,000 | |
| Maturity |
May 3, 2029 | |
| Coupon |
3.15% | |
| Payment Frequency |
Semi-Annually | |
| Day Count Convention |
30/360 | |
| Optional Redemption: |
Redeemable in whole or in part, by the Issuer on or after 3 months prior to the maturity date at 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption date | |
| Benchmark Treasury |
2.625% US Treasury due February 15, 2029 | |
| Spread to Benchmark Treasury |
65 bps | |
| Benchmark Treasury Spot and Yield |
100-31+; 2.511% | |
| Price to Public |
99.906% of principal amount | |
| Proceeds (Before Expenses) to Issuer |
$497,280,000 (99.456%) | |
| Interest Payment Dates |
November 3 and May 3 of each year, commencing November 3, 2019 | |
| Trade Date |
April 30, 2019 | |
| Settlement Date |
May 3, 2019 (T+3) | |
| Denominations |
$2,000 x $1,000 | |
| CUSIP / ISIN |
665859AU8 / US665859AU89 | |
| Joint Book-Running Managers |
Morgan Stanley & Co. LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS Securities LLC Wells Fargo Securities, LLC | |
| Co-Managers |
Barclays Capital Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Academy Securities, Inc. Loop Capital Markets LLC The Williams Capital Group, L.P. | |
*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.
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