TERADYNE, INC. (NYSE:TER) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Convertible Notes and theIndenture

On December6, 2016, Teradyne, Inc. (the Company) priced its
private offering of $400 million in aggregate principal amount of
1.25% Senior Convertible Notes due 2023 (the Initial Notes). On
December9, 2016, the initial purchasers in such offering
exercised their option to purchase an additional $60,000,000 in
aggregate principal amount of the Notes (the Additional Notes and
together with the Initial Notes, the Notes). The Notes are the
Companys senior unsecured obligations. The Notes were issued to
an Indenture, dated December12, 2016 (the Indenture), between the
Company and Wilmington Trust, National Association, as trustee.
The Indenture includes customary covenants and sets forth certain
events of default after which the Notes may be declared
immediately due and payable and sets forth certain types of
bankruptcy or insolvency events of default involving the Company
after which the Notes become automatically due and payable.

The Notes will mature on December15, 2023, unless earlier
repurchased or converted. The Notes will bear interest from
December12, 2016 at a rate of 1.25%per year payable semiannually
in arrears on June15 and December15 of each year, beginning on
June15, 2017. The Notes will be convertible at the option of the
noteholders at any time prior to the close of business on the
business day immediately preceding September15, 2023, only under
the following circumstances: (1)during any fiscal quarter
beginning after March31, 2017 (and only during such fiscal
quarter), if the closing sale price of the Companys common stock,
par value $0.125 per share (the Common Stock) for at least 20
trading days (whether or not consecutive) during a period of 30
consecutive trading days ending on the last trading day of the
immediately preceding fiscal quarter is greater than 130% of the
conversion price on each applicable trading day; (2)during the
five business day period after any five consecutive trading day
period (the measurement period) in which the trading price (as
defined in the Indenture) per $1,000 principal amount of Notes
for each trading day of the measurement period was less than 98%
of the product of the closing sale price of the Common Stock and
the conversion rate on each such trading day; and (3)upon the
occurrence of specified corporate events. On or after
September15, 2023 until the close of business on the second
scheduled trading day immediately preceding the maturity date,
holders may convert their Notes at any time, regardless of the
foregoing circumstances. The Company may satisfy its conversion
obligation by paying or delivering, as the case may be, cash,
shares of the Common Stock or a combination of cash and shares of
the Common Stock, at the Companys election in the manner and
subject to the terms and conditions provided in the Indenture.
The conversion rate for the Notes will initially be 31.4102
shares per $1,000 principal amount, which is equivalent to an
initial conversion price of approximately $31.84 per share of the
Common Stock. The initial conversion price of the Notes
represents a premium of approximately 27.50% to the $24.97 per
share closing price of the Common Stock on December6, 2016. The
conversion rate is subject to adjustment under certain
circumstances in accordance with the terms of the Indenture.

A copy of the Indenture (including the form of the Note) is
attached as an exhibit to this report and is incorporated herein
by reference (and this description is qualified in its entirety
by reference to such document).

The net proceeds from this offering were approximately $450.8
million, after deducting the initial purchasers discounts and
commissions and the estimated offering expenses payable by the
Company. The Company used approximately $33.0 million of the net
proceeds to pay the cost of the Note Hedge Transactions (as
defined below) (after such cost was partially offset by the
proceeds to the Company from the Warrant Transactions (as defined
below)).

The Company used approximately $50.1 million of the net proceeds
of the offering to repurchase 2.0million shares of the Common
Stock under its existing stock repurchase program from purchasers
of the Notes in privately negotiated transactions effected
through one or more of the initial purchasers or its affiliates
conducted concurrently with the pricing of this offering, and
intends to use the remainder of the net proceeds for general
corporate purposes, including to purchase additional shares of
the Common Stock.

Convertible Note Hedge and Warrant
Transactions

On December6, 2016, in connection with the pricing of the Initial
Notes, the Company entered into convertible note hedge
transactions (the Base Note Hedge Transactions) with some of the
initial purchasers or their affiliates (the Option
Counterparties). On December9, 2016, in connection with the
initial purchasers exercise of their option to purchase the
Additional Notes, the Company entered into additional privately
negotiated convertible note hedge transactions with the Option
Counterparties (the Additional Note Hedge Transactions, and
together with the Base Note Hedge Transactions, the Note Hedge
Transactions). The Note Hedge Transactions cover, subject to
customary anti-dilution adjustments, the number of shares of the
Common Stock that underlie the Notes.

The Note Hedge Transactions are expected generally to reduce the
potential dilution to the Common Stock and/or offset the cash
payments the Company is required to make in excess of the
principal amount upon conversion of the Notes in the event that
the market price of the Common Stock, as measured under the terms
of the Note Hedge Transactions, is greater than the strike price
of the Note Hedge Transactions. The strike price of the Note
Hedge Transactions is initially approximately $31.84 (subject to
adjustment), corresponding to the initial conversion price of the
Notes.

On December6, 2016, the Company also entered into separate,
privately negotiated warrant transactions with the Option
Counterparties (the Base Warrant Transactions) in which it sold
net-share-settled (or, at the Companys election subject to
certain conditions, cash-settled) warrants to the Option
Counterparties initially relating to the same number of shares of
the Common Stock initially underlying the Notes, subject to
customary anti-dilution adjustments. At the same time that the
Company entered into the Additional Note Hedge Transaction, the
Company also entered into additional privately negotiated warrant
transactions with the Option Counterparties (the Additional
Warrant Transactions, and together with the Base Warrant
Transactions, the Warrant Transactions). The strike price of the
warrants will initially be $39.95 per share (subject to
adjustment), which is approximately 60% above the closing sale
price of the Common stock on December6, 2016. The Warrant
Transactions could have a dilutive effect to the Common Stock to
the extent that the market price per share of the Common Stock,
as measured under the terms of the Warrant Transactions, exceeds
the applicable strike price of the warrants.

The Note Hedge Transactions and the Warrant Transactions are
separate transactions, in each case, entered into by the Company
with the Option Counterparties, and are not part of the terms of
the Notes and will not affect any holders rights under the Notes.
Holders of the Notes will not have any rights with respect to the
Note Hedge Transactions or the Warrant Transactions.

The foregoing descriptions of the Note Hedge Transactions and
Warrant Transactions are qualified in their entirety by the
copies of the confirmations for the Note Hedge Transactions and
the Warrant Transactions, which are attached as exhibits to this
report and incorporated herein by reference.

The information set forth under Item1.01 of this Current Report
on Form 8-K is incorporated herein by reference.

The information set forth under Item1.01 of this Current Report
on Form 8-K is incorporated herein by reference.

The Company offered and sold the Notes to the initial purchasers
in reliance on the exemption from registration provided by
Section4(a)(2) of the Securities Act of 1933, as amended (the
Securities Act), and for resale by the initial purchasers to
qualified institutional buyers to the exemption from registration
provided by Rule 144A under the Securities Act. The Company
relied on these exemptions from registration based in part on
representations made by the initial purchasers in the Purchase
Agreement. The shares of the Companys common stock issuable upon
conversion of the Notes, if any, have not been registered under
the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

The Company entered into the Warrant Transactions with the Option
Counterparties in reliance on the exemption from registration
provided by Section4(a)(2) of the Securities Act. The Company
relied on this exemption from registration based in part on
representations made by the Option Counterparties. The Warrant
Transactions and the shares of the Common Stock issuable upon
exercise of the warrants comprising the Warrant Transactions, if
any, have not been registered under the Securities Act and may
not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.

To the extent that any shares ofthe Common Stock are issued upon
conversion of the Notes or exercise of the warrants by the Option
Counterparties to the Warrant Transactions, they will be issued
in transactions anticipated to be exempt from registration under
the Securities Act by virtue of Section3(a)(9) thereof, because
no commission or other remuneration is expected to be paid in
connection with conversion of the Notes and any resulting
issuance of shares of the Common Stock.

The following exhibits are filed herewith.

About TERADYNE, INC. (NYSE:TER)

Teradyne, Inc. supplies automation equipment for test and industrial applications. The Company designs, develops, manufactures and sells automatic test systems used to test semiconductors, wireless products, data storage and complex electronics systems in the consumer electronics, wireless, automotive, industrial, computing, communications and aerospace and defense industries. Its segments include Semiconductor Test, which includes operations related to the design, manufacturing and marketing of semiconductor test products and services; System Test, which includes operations related to the design, manufacturing and marketing of products and services for defense/aerospace instrumentation test, storage test and circuit-board test; Wireless Test, which includes operations related to the design, manufacturing and marketing of wireless test products and services, and Industrial Automation, which includes operations related to the design, manufacturing and marketing of collaborative robots.

TERADYNE, INC. (NYSE:TER) Recent Trading Information

TERADYNE, INC. (NYSE:TER) closed its last trading session down -0.26 at 25.58 with 1,622,197 shares trading hands.