Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is
incorporated in this Item 3.03 by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On August 4, 2014, the Corporation filed a Certificate of Designation to its
Restated Certificate of Incorporation with the Secretary of State of the State
of Delaware, for the purpose of fixing the designations, preferences,
limitations and relative rights of the Corporation's Series C Non-Cumulative
Perpetual Preferred Stock, without par value, liquidation preference of $25,000
per share. A copy of the Certificate of Designation is attached hereto as
Exhibit 4.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On July 29, 2014, Northern Trust Corporation (the "Corporation") entered into an
Underwriting Agreement (the "Underwriting Agreement") with Morgan Stanley & Co.
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo
Securities, LLC, as representatives of the several underwriters listed therein
(the "Underwriters"), in connection with the issuance and sale of 16,000,000
depositary shares ("Depositary Shares"), each representing a 1/1,000th ownership
interest in a share of the Corporation's Series C Non-Cumulative Perpetual
Preferred Stock, without par value, with a liquidation preference of $25,000 per
share (the "Preferred Stock") pursuant to the Certificate of Designation
described above. Pursuant to the Underwriting Agreement, the Corporation agreed
to sell to the Underwriters, and the Underwriters agreed, severally and not
jointly, to purchase from the Corporation, the Depositary Shares for sale to the
public. The Underwriting Agreement includes customary representations,
warranties and covenants by the Corporation and provides for customary
indemnification by each of the Corporation and the Underwriters against certain
liabilities and customary contribution provisions in respect of those
liabilities. The closing of the issuance and sale of the Depositary Shares is
expected to be on or about August 5, 2014.
Certain of the Underwriters and certain of their respective affiliates have
performed banking, investment banking, custodial and advisory services for the
Corporation and its affiliates, from time to time, for which they have received
customary fees and expenses. The Underwriters and their respective affiliates
may, from time to time, engage in transactions with and perform services for the
Corporation in the ordinary course of their business.
The Depositary Shares were offered pursuant to the Corporation's shelf
registration statement on Form S-3 (File No. 333-197686) and the prospectus
included therein, filed with the Securities and Exchange Commission on July 29,
2014, and supplemented by the prospectus supplement, dated July 29, 2014. The
above description of the Underwriting Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of such
agreement. A copy of the Underwriting Agreement is attached hereto as Exhibit
1.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit 1.1 Underwriting Agreement, dated July 29, 2014, among Northern Trust
Corporation, Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Wells Fargo Securities, LLC, as
representatives of the several underwriters listed therein
Exhibit 4.1 Certificate of Designation of Series C Non-Cumulative Perpetual
Preferred Stock of Northern Trust Corporation, dated August 4, 2014
Exhibit 4.2 Form of Certificate representing Series C Non-Cumulative Perpetual