Teradyne’s $460 Million Senior Convertible Notes Offering


Simpson Thacher represented the initial purchasers, led by Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in the offering of $460 million aggregate principal amount of 1.25% Senior Convertible Notes due 2023 by Teradyne, Inc., which includes the full exercise of the initial purchasers’ overallotment option. The net proceeds were used to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds to Teradyne from the warrant transactions), repurchase shares of Teradyne’s common stock and for general corporate purposes, including additional share repurchases.

In addition, the Firm represented Barclays Bank PLC, Bank of America, N.A. and Wells Fargo Bank, National Association in connection with convertible bond hedge transactions and warrant transactions relating to shares of common stock of Teradyne, entered into concurrently with such notes offering.

Teradyne (NYSE: TER) is a leading supplier of automation equipment for test and industrial applications. Teradyne Automatic Test Equipment is used to test semiconductors, wireless products, data storage and complex electronic systems, which serve consumer, communications, industrial and government customers. Teradyne’s Industrial Automation products include Collaborative Robots used by global manufacturing and light industrial customers to improve quality and increase manufacturing efficiency.

The Simpson Thacher team included Roxane Reardon (Picture), Lia Toback and Sarah Pelham (Capital Markets); Joyce Xu, Lihua Chen and Yu Mizutani (Derivatives); Marcy Geller and Michael Badain (Tax); Linda Nyberg (Intellectual Property); Jamin Koslowe and Alina Grinman (Executive Compensation and Employee Benefits); and Jennie Getsin (Blue Sky).

Involved fees earner: Roxane Reardon – Simpson Thacher & Bartlett; Lia Toback – Simpson Thacher & Bartlett; Joyce Xu – Simpson Thacher & Bartlett; Lihua Chen – Simpson Thacher & Bartlett; Yu Mizutani – Simpson Thacher & Bartlett; Marcy Geller – Simpson Thacher & Bartlett; Michael Badain – Simpson Thacher & Bartlett; Linda Nyberg – Simpson Thacher & Bartlett; Jamin Koslowe – Simpson Thacher & Bartlett; Alina Grinman – Simpson Thacher & Bartlett; Jennie Getsin – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Barclays Bank; Barclays Capital; Bank of America; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Wells Fargo;

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Author: Ambrogio Visconti