Debt | Debt Credit Agreement On January 15, 2016, we entered into a Credit Agreement (as amended, 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”). The Lenders provided $2.5 billion senior secured first lien credit facilities (collectively, as amended, the “Credit Facilities”), consisting of a term A loan facility (as amended, the “Term Loan A Facility”) in an aggregate principal amount of $450.0 million , a term B loan facility (as amended, the “Term Loan B Facility”) in an aggregate principal amount of $1.7 billion 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 acquisition of PMC and fees and expenses related thereto. The Revolving Facility is also available for working capital requirements and other general corporate purposes. Refinancing of Credit Agreement On June 29, 2016, we entered into an Increase Term Joinder to the Credit Agreement with respect to an incremental Term Loan A Facility in an aggregate principal amount of $364.3 million under our existing Credit Agreement. We used the total proceeds to pay down a portion of our Term Loan B Facility. In addition, on June 29, 2016, we entered into Amendment No. 1 to our existing Credit Agreement (together with the Increase Term Joinder, the "First Amendment"). The First Amendment provided for, among other things, (i) new pricing terms for the outstanding Term B Loan Facility in the aggregate principal amount of $739.7 million , (ii) certain modifications to the repricing event prepayment provisions and (iii) certain other modifications to facilitate restructuring of our subsidiaries. The Credit Facilities bear interest, at our option, at Base Rate or LIBOR, plus a margin. Starting after the fiscal third quarter, the margin for borrowings under the Term Loan A Facility and Revolving Facility will vary depending upon our consolidated net leverage ratio. At July 3, 2016 , the principal amounts outstanding were Eurodollar Rate loans and interest rate information were as follows: Principal Outstanding Base Rate Base Rate Margin Eurodollar Rate Margin Eurodollar Floor Applicable Rate Revolving Facility $ 275.0 3.50 % 1.50 % 2.50 % — % 2.93 % Term Loan A Facility $ 808.7 3.50 % 1.50 % 2.50 % — % 2.93 % Term Loan B Facility $ 739.7 3.50 % 2.00 % 3.00 % 0.75 % 3.75 % As of July 3, 2016 , the fair value of principal outstanding on the Credit Agreement was $1.8 billion . We classify this valuation as a Level 2 fair value measurement. The Credit Agreement also requires us 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 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. The obligations under the Credit Facilities are collateralized by a lien on substantially all of our personal property and material real property assets (collectively, the “Collateral”). The Term Loan A Facility matures January 15, 2021. The Term Loan A Facility requires quarterly principal payments of 1.25% of the amended principal amount for the first two years following the closing date and 2.5% of the amended principal amount for the remaining three years. The Term Loan B Facility matures on January 15, 2023. The Term Loan B Facility requires quarterly principal payments equal to 0.25% of the original principal amount of the Term Loan B Facility. We have made optional principal payments on our Term Loan B Facility such that there are no scheduled principal payments until maturity. The Credit Facilities include financial maintenance covenants including a maximum consolidated net leverage ratio and minimum fixed charge coverage ratio and also contain other customary affirmative and negative covenants and events of default. We were in compliance with our covenants as of July 3, 2016 . Senior Unsecured Notes On January 15, 2016, we completed the sale of $450.0 million of our 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, and U.S. Bank National Association, as trustee (the “Indenture”). As of July 3, 2016 , the fair value of principal outstanding on the Senior Unsecured Notes was $496.1 million . We classify this valuation as a Level 1 fair value measurement. 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 mature on April 15, 2023. We may redeem the Notes, and the holders of the Notes may require us 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. Debt Extinguishment, Modification, and Issuance Costs On January 15, 2016, concurrent with entering into the Credit Agreement, we terminated our senior secured credit agreement with Bank of America, N.A., which included a term loan A facility and a revolving facility maturing on August 19, 2019 and a term loan B facility maturing on February 19, 2020 (the "2011 Credit Agreement"). We accounted for this termination as debt extinguishment. In addition, we accounted for the refinancing of our Term Loan A Facility and Term Loan B Facility pursuant to the First Amendment as a debt modification with respect to amounts that remained in the syndicate and debt extinguishment with respect to the amounts that exited the syndicate. During the quarter ended April 3, 2016 , we paid financing fees related to the Credit Agreement of $112.2 million , of which $61.3 million was recorded in cash flows from operating activities and $50.9 million was recorded in cash flows from financing activities. We recorded a debt extinguishment charge of $72.3 million consisting of $61.3 million in fees paid during the second quarter and $11.0 million of deferred financing fees from the 2011 Credit Agreement. During the quarter ended July 3, 2016 , we paid financing fees related to the First Amendment of $19.1 million , of which $16.1 million was recorded in cash flow from operating activities and $3.0 million was recorded in cash flows from financing activities. We recorded a debt extinguishment charge of $4.5 million as an allocation of credit facility fees to parties exiting the Credit Agreement. We reported debt extinguishment charges in other expense, net in our Condensed Consolidated Statement of Operations and Comprehensive Income. Debt issuance costs recorded as a reduction to principal outstanding in the condensed consolidated balance sheets were $45.9 million as of July 3, 2016 and $11.7 million as of September 27, 2015. |