Subsequent Events	3 Months Ended
Jan. 03, 2016
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Acquisition On January 15, 2016, pursuant to the terms of an Agreement and Plan of Merger dated November 24, 2015 (the “Merger Agreement”) by and among Microsemi, Lois Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Microsemi (“Purchaser”), and PMC-Sierra, Inc., a Delaware corporation (“PMC”), Microsemi accepted for exchange all of the outstanding shares of common stock, par value $0.001 per share, of PMC (the “PMC Shares”) at a purchase price per PMC Share of $9.22 in cash and 0.0771 shares of Microsemi common stock, par value $0.20 per share, together with cash in lieu of any fractional shares of Microsemi common stock, without interest and less any applicable withholding taxes (the “Transaction Consideration”). On the same date, pursuant to the terms and conditions of the Merger Agreement, Microsemi completed its acquisition of PMC when Purchaser merged with and into PMC, with PMC surviving as a wholly owned subsidiary of Microsemi (the “Merger”). At the effective time of the Merger, each PMC Share outstanding (other than PMC Shares directly owned by PMC, Microsemi, Purchaser or other subsidiaries of Microsemi, which were canceled and ceased to exist, and PMC Shares held by stockholders that are entitled to and properly demand appraisal of such PMC Shares under the Delaware General Corporation Law), was converted into the right to receive the Transaction Consideration. Following the effective time of the Merger, PMC’s name was changed to Microsemi Storage Solutions, Inc. The aggregate consideration to be paid to stockholders and other equity holders of PMC by Microsemi to acquire PMC was approximately $1.9 billion in cash plus approximately 18.9 million shares of Microsemi common stock (including approximately 2.9 million shares of Microsemi common stock underlying restricted stock units measured in Microsemi common stock that were issued in connection with the Merger in exchange for unvested restricted stock units based on PMC common stock and approximately 6,000 shares of Microsemi common stock underlying the special shares of Microsemi Storage Solutions Ltd. (formerly known as PMC-Sierra Ltd.), without giving effect to related transaction fees and expenses. The Merger Agreement required the payment of an $88.5 million termination fee, which we paid on November 24, 2015. The termination fee is recorded in other assets in the condensed consolidated balance sheets as of January 3, 2016, and will be reported as consideration for PMC. We expect to present a preliminary allocation of the fair value of acquired asset and liabilities and pro forma disclosures in our next quarterly filing on Form 10-Q. Credit Agreement and Senior Unsecured Notes On January 15, 2016, Microsemi entered into a Credit Agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative agent and collateral agent, the other agents party thereto and the lenders referred to therein (collectively, the “Lenders”). Pursuant to the Credit Agreement, the Lenders have provided $2,475.0 million senior secured first lien credit facilities (the “Credit Facilities”), consisting of a term A loan facility (the “Term Loan A Facility”) in an aggregate principal amount of $450.0 million, a term B loan facility (the “Term Loan B Facility”) in an aggregate principal amount of $1,700.0 million and a revolving credit facility (the “Revolving Facility”) with commitments in an aggregate principal amount of $325.0 million. The Credit Facilities financed a portion of the Transaction Consideration and fees and expenses related thereto. The Revolving Facility is also available for working capital requirements and other general corporate purposes. Microsemi can request, at any time and from time to time, the establishment of one or more incremental term loan and/or revolving credit facilities with commitments in an aggregate amount not to exceed $300.0 million plus certain additional amounts. The Credit Facilities bear interest, at Microsemi’s option, Base Rate (as defined below) or LIBOR, plus a margin. The initial margin for Base Rate borrowings under the Term Loan A Facility and the Revolving Facility is 1.50% and for LIBOR borrowings under the Term Loan A Facility and the Revolving Facility is 2.50%. The margin for Base Rate borrowings under the Term Loan B Facility is 3.50% and for LIBOR borrowings under the Term Loan B Facility is 4.50%. Starting after the next full fiscal quarter, the margin for borrowings under the Term Loan A Facility and Revolving Facility will vary depending upon Microsemi’s consolidated net leverage ratio. The minimum margin for Base Rate borrowings under the Term Loan A Facility and Revolving Facility will be 1.00% and the maximum will be 1.50%. The minimum margin for LIBOR borrowings under the Term Loan A Facility and Revolving Facility will be 2.00% and the maximum will be 2.50%. Borrowing under the Term Loan B Facility will be subject to a 0.75% LIBOR floor and the Term Loan A Facility and the Revolving Facility will be subject to a 0.00% LIBOR floor. The Credit Agreement also requires the Company to pay a commitment fee for the unused portion of the Revolving Facility, which will be a minimum of 0.25% and a maximum of 0.35%, depending on the Company’s consolidated net leverage ratio. Interest for Base Rate-based loans is calculated on the basis of a 365/366-day year and interest for LIBOR-based loans is calculated on the basis of a 360-day year. Subject to certain customary exceptions, all obligations of Microsemi under the Credit Facilities are unconditionally guaranteed by each of Microsemi’s existing and subsequently acquired or organized direct and indirect wholly-owned domestic subsidiaries whose assets or revenues exceed 5% of the consolidated assets or revenues, as the case may be, of Microsemi and its subsidiaries (the “Guarantors”). Other domestic subsidiaries will be required to become a Guarantor to the extent that domestic subsidiaries excluded from such guarantee obligation represent, in the aggregate, more than 15% of the consolidated assets and more than 15% of the consolidated gross revenues of Microsemi. The obligations under the Credit Facilities are be Microsemi and the Guarantors’ senior secured obligations, collateralized by a lien on substantially all of Microsemi and the Guarantor’s personal property and material real property assets (subject in each case to certain customary exceptions) (collectively, the “Collateral”). The Term Loan B Facility matures seven years following the closing date. The Term Loan B Facility requires quarterly principal payments equal to 0.25% of the original principal amount of the Term Loan B Facility. The Term Loan A Facility matures five years following the closing date. The Term Loan A Facility requires quarterly principal payments of 1.25% of the original principal amount for the first two years following the closing date and 2.5% of the original principal amount for the remaining three years. The Credit Facilities include financial maintenance covenants requiring a maximum leverage ratio and minimum fixed charge coverage ratio and also contain other customary affirmative and negative covenants and events of default. On January 15, 2016, Microsemi completed the sale of $450.0 million of its 9.125% senior unsecured notes due April 2023 (the “Notes”) to qualified institutional buyers and pursuant to Regulation S in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The Notes were issued under an indenture, dated January 15, 2016, among Microsemi, the subsidiaries of Microsemi party thereto as note guarantors (the “Note Guarantors”), and U.S. Bank National Association, as trustee (the “Indenture”). The aggregate net cash proceeds from the sale of the Notes were approximately $439.5 million after deducting the initial purchasers’ discount and estimated expenses and fees payable by Microsemi in connection with the Notes offering. Microsemi used the net cash proceeds from the Notes offering, together with borrowings under the Credit Facilities and other debt and cash on hand, to finance the cash portion of the consideration for the Merger and to refinance its and PMC’s existing debt and to pay related transaction fees and expenses. The Notes accrue cash interest at a rate of 9.125% per year, payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2016. The Notes are Microsemi’s general senior unsecured obligations and rank equal in right of payment with all of the Microsemi’s existing and future senior unsecured obligations, are senior in right of payment to all of the Microsemi’s future subordinated indebtedness, if any, are structurally subordinated to all of the Microsemi’s existing and future obligations, claims of holders of preferred stock and other liabilities of its subsidiaries that do not guarantee the Notes and are effectively subordinated in right of payment to all of its senior secured indebtedness (including its obligations under the Credit Facilities) to the extent of the value of the assets securing such obligations. The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of the subsidiaries of Microsemi that guarantee the Credit Agreement. Each guarantee of the Notes is the general senior unsecured obligation of the Note Guarantors and is effectively subordinated to the senior secured obligations of the Note Guarantors (including the Note Guarantors’ obligations under the Credit Facilities) to the extent of the value of the assets securing such obligations, are equal in right of payment to all existing and future unsecured obligations of the Note Guarantors that are not, by their terms, expressly subordinated in right of payment to the Notes and rank senior in right of payment to all future obligations, if any, of the Note Guarantors that are by their terms, expressly subordinated in right of payment to the guarantees. The Notes mature on April 15, 2023. Microsemi may redeem the Notes, and the holders of the Notes may require Microsemi to repurchase the Notes, prior to this date of maturity in certain circumstances pursuant to the terms and conditions of the Indenture. The Indenture contains customary affirmative and negative covenants and events of default.

Subsequent Events

Acquisition

On January 15, 2016, pursuant to the terms of an Agreement and Plan of Merger dated November 24, 2015 (the “Merger Agreement”) by and among Microsemi, Lois Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Microsemi (“Purchaser”), and PMC-Sierra, Inc., a Delaware corporation (“PMC”), Microsemi accepted for exchange all of the outstanding shares of common stock, par value $0.001 per share, of PMC (the “PMC Shares”) at a purchase price per PMC Share of $9.22 in cash and 0.0771 shares of Microsemi common stock, par value $0.20 per share, together with cash in lieu of any fractional shares of Microsemi common stock, without interest and less any applicable withholding taxes (the “Transaction Consideration”). On the same date, pursuant to the terms and conditions of the Merger Agreement, Microsemi completed its acquisition of PMC when Purchaser merged with and into PMC, with PMC surviving as a wholly owned subsidiary of Microsemi (the “Merger”). At the effective time of the Merger, each PMC Share outstanding (other than PMC Shares directly owned by PMC, Microsemi, Purchaser or other subsidiaries of Microsemi, which were canceled and ceased to exist, and PMC Shares held by stockholders that are entitled to and properly demand appraisal of such PMC Shares under the Delaware General Corporation Law), was converted into the right to receive the Transaction Consideration. Following the effective time of the Merger, PMC’s name was changed to Microsemi Storage Solutions, Inc. The aggregate consideration to be paid to stockholders and other equity holders of PMC by Microsemi to acquire PMC was approximately $1.9 billion in cash plus approximately 18.9 million shares of Microsemi common stock (including approximately 2.9 million shares of Microsemi common stock underlying restricted stock units measured in Microsemi common stock that were issued in connection with the Merger in exchange for unvested restricted stock units based on PMC common stock and approximately 6,000 shares of Microsemi common stock underlying the special shares of Microsemi Storage Solutions Ltd. (formerly known as PMC-Sierra Ltd.), without giving effect to related transaction fees and expenses.

The Merger Agreement required the payment of an $88.5 million termination fee, which we paid on November 24, 2015. The termination fee is recorded in other assets in the condensed consolidated balance sheets as of January 3, 2016, and will be reported as consideration for PMC. We expect to present a preliminary allocation of the fair value of acquired asset and liabilities and pro forma disclosures in our next quarterly filing on Form 10-Q.

Credit Agreement and Senior Unsecured Notes

On January 15, 2016, Microsemi entered into a Credit Agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative agent and collateral agent, the other agents party thereto and the lenders referred to therein (collectively, the “Lenders”). Pursuant to the Credit Agreement, the Lenders have provided $2,475.0 million senior secured first lien credit facilities (the “Credit Facilities”), consisting of a term A loan facility (the “Term Loan A Facility”) in an aggregate principal amount of $450.0 million, a term B loan facility (the “Term Loan B Facility”) in an aggregate principal amount of $1,700.0 million and a revolving credit facility (the “Revolving Facility”) with commitments in an aggregate principal amount of $325.0 million. The Credit Facilities financed a portion of the Transaction Consideration and fees and expenses related thereto. The Revolving Facility is also available for working capital requirements and other general corporate purposes.

Microsemi can request, at any time and from time to time, the establishment of one or more incremental term loan and/or revolving credit facilities with commitments in an aggregate amount not to exceed $300.0 million plus certain additional amounts.

The Credit Facilities bear interest, at Microsemi’s option, Base Rate (as defined below) or LIBOR, plus a margin. The initial margin for Base Rate borrowings under the Term Loan A Facility and the Revolving Facility is 1.50% and for LIBOR borrowings under the Term Loan A Facility and the Revolving Facility is 2.50%. The margin for Base Rate borrowings under the Term Loan B Facility is 3.50% and for LIBOR borrowings under the Term Loan B Facility is 4.50%. Starting after the next full fiscal quarter, the margin for borrowings under the Term Loan A Facility and Revolving Facility will vary depending upon Microsemi’s consolidated net leverage ratio. The minimum margin for Base Rate borrowings under the Term Loan A Facility and Revolving Facility will be 1.00% and the maximum will be 1.50%. The minimum margin for LIBOR borrowings under the Term Loan A Facility and Revolving Facility will be 2.00% and the maximum will be 2.50%. Borrowing under the Term Loan B Facility will be subject to a 0.75% LIBOR floor and the Term Loan A Facility and the Revolving Facility will be subject to a 0.00% LIBOR floor. The Credit Agreement also requires the Company to pay a commitment fee for the unused portion of the Revolving Facility, which will be a minimum of 0.25% and a maximum of 0.35%, depending on the Company’s consolidated net leverage ratio. Interest for Base Rate-based loans is calculated on the basis of a 365/366-day year and interest for LIBOR-based loans is calculated on the basis of a 360-day year.

Subject to certain customary exceptions, all obligations of Microsemi under the Credit Facilities are unconditionally guaranteed by each of Microsemi’s existing and subsequently acquired or organized direct and indirect wholly-owned domestic subsidiaries whose assets or revenues exceed 5% of the consolidated assets or revenues, as the case may be, of Microsemi and its subsidiaries (the “Guarantors”). Other domestic subsidiaries will be required to become a Guarantor to the extent that domestic subsidiaries excluded from such guarantee obligation represent, in the aggregate, more than 15% of the consolidated assets and more than 15% of the consolidated gross revenues of Microsemi.

The obligations under the Credit Facilities are be Microsemi and the Guarantors’ senior secured obligations, collateralized by a lien on substantially all of Microsemi and the Guarantor’s personal property and material real property assets (subject in each case to certain customary exceptions) (collectively, the “Collateral”).

The Term Loan B Facility matures seven years following the closing date. The Term Loan B Facility requires quarterly principal payments equal to 0.25% of the original principal amount of the Term Loan B Facility. The Term Loan A Facility matures five years following the closing date. The Term Loan A Facility requires quarterly principal payments of 1.25% of the original principal amount for the first two years following the closing date and 2.5% of the original principal amount for the remaining three years.

The Credit Facilities include financial maintenance covenants requiring a maximum leverage ratio and minimum fixed charge coverage ratio and also contain other customary affirmative and negative covenants and events of default.

On January 15, 2016, Microsemi completed the sale of $450.0 million of its 9.125% senior unsecured notes due April 2023 (the “Notes”) to qualified institutional buyers and pursuant to Regulation S in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The Notes were issued under an indenture, dated January 15, 2016, among Microsemi, the subsidiaries of Microsemi party thereto as note guarantors (the “Note Guarantors”), and U.S. Bank National Association, as trustee (the “Indenture”).

The aggregate net cash proceeds from the sale of the Notes were approximately $439.5 million after deducting the initial purchasers’ discount and estimated expenses and fees payable by Microsemi in connection with the Notes offering. Microsemi used the net cash proceeds from the Notes offering, together with borrowings under the Credit Facilities and other debt and cash on hand, to finance the cash portion of the consideration for the Merger and to refinance its and PMC’s existing debt and to pay related transaction fees and expenses.

The Notes accrue cash interest at a rate of 9.125% per year, payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2016.

The Notes are Microsemi’s general senior unsecured obligations and rank equal in right of payment with all of the Microsemi’s existing and future senior unsecured obligations, are senior in right of payment to all of the Microsemi’s future subordinated indebtedness, if any, are structurally subordinated to all of the Microsemi’s existing and future obligations, claims of holders of preferred stock and other liabilities of its subsidiaries that do not guarantee the Notes and are effectively subordinated in right of payment to all of its senior secured indebtedness (including its obligations under the Credit Facilities) to the extent of the value of the assets securing such obligations. The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of the subsidiaries of Microsemi that guarantee the Credit Agreement. Each guarantee of the Notes is the general senior unsecured obligation of the Note Guarantors and is effectively subordinated to the senior secured obligations of the Note Guarantors (including the Note Guarantors’ obligations under the Credit Facilities) to the extent of the value of the assets securing such obligations, are equal in right of payment to all existing and future unsecured obligations of the Note Guarantors that are not, by their terms, expressly subordinated in right of payment to the Notes and rank senior in right of payment to all future obligations, if any, of the Note Guarantors that are by their terms, expressly subordinated in right of payment to the guarantees.

The Notes mature on April 15, 2023. Microsemi may redeem the Notes, and the holders of the Notes may require Microsemi to repurchase the Notes, prior to this date of maturity in certain circumstances pursuant to the terms and conditions of the Indenture. The Indenture contains customary affirmative and negative covenants and events of default.