Teradyne, Inc. (NYSE: TER) today announced that it intends to offer,
subject to market conditions and other factors, $150 million aggregate
principal amount of convertible senior notes due 2014, pursuant to an
automatically effective registration statement filed with the Securities
and Exchange Commission today. Teradyne also expects to grant the
underwriters an option to purchase up to an additional $22.5 million
aggregate principal amount of notes, within 13 days of the initial
issuance of the notes, to cover over-allotments.
In connection with the offering, Teradyne intends to enter into
convertible note hedge and warrant transactions with an affiliate of an
underwriter. These transactions are expected to reduce the potential
dilution to Teradyne's common stock upon future conversions of the notes.
Teradyne expects to use the net proceeds of the offering and the
proceeds of the warrant transaction to repay amounts outstanding under,
and to terminate, its senior secured credit facility. In addition,
Teradyne expects to use a portion of the proceeds from the offering to
fund the convertible note hedge transactions. Remaining proceeds will be
used for general corporate purposes.
Goldman, Sachs & Co. and Merrill Lynch & Co. are acting as joint
book-running managers for the offering.
This press release is neither an offer to sell nor a solicitation of an
offer to buy the securities described herein, nor shall there be any
sale of these securities in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. The
offering of the notes will be made only by means of a prospectus
supplement and related prospectus. Copies of the preliminary prospectus
supplement and related prospectus for the offering can be obtained from
the joint book-running managers for the offering at the following
addresses or telephone numbers:
Goldman, Sachs & Co.: Prospectus Department, 85 Broad Street, New York,
New York 10004, Fax (212) 902-9316 or email prospectus-ny@ny.email.gs.com
Merrill Lynch & Co.: 4 World Financial Center, New York, New York 10080
About Teradyne
Teradyne (NYSE:TER) is a leading supplier of Automatic Test Equipment
used to test complex electronics used in the consumer electronics,
automotive, computing, telecommunications, and aerospace and defense
industries.
Safe Harbor Statement
This release contains forward-looking statements regarding future
business prospects, our results of operations and market conditions.
Such statements are based on the current assumptions and expectations of
Teradyne’s management and are neither promises nor guarantees of future
performance. You can identify these forward-looking statements based on
the context of the statements and by the fact that they use words such
as "will,” "anticipate,” "expect,” "project,” "intend,” "plan,”
"believe,” "target” and other words and terms of similar meaning in
connection with any discussion of future operating or financial
performance. There can be no assurance that management’s estimates of
our future results or other forward-looking statements will be achieved.
Important factors that could cause actual results to differ materially
from those presently expected include: conditions affecting the markets
in which Teradyne operates including uncertainties related to the global
economy in general, including a continued or further deterioration of
the semiconductor equipment market; continued volatility and further
deterioration in the financial markets, including uncertainties and
disruptions in credit markets and the availability of credit; decreased
product demand; delays in new product introductions; lack of customer
acceptance of new products; the ability to realize synergies and cost
savings from the integration of Eagle Test Systems with Teradyne’s
existing operations; difficulties by management in successfully
implementing the cost reduction plans; unanticipated delays in or costs
and expenses relating to the implementation of the cost reduction plans;
the impairment of long-lived assets; and other events, factors and risks
previously and from time to time disclosed in filings with the SEC,
including, but not limited to, the "Risk Factors” section in the
preliminary prospectus supplement and related prospectus.
