Shearman & Sterling advised Morgan Stanley & Co. LLC, as representative of the several initial purchasers, in connection with Microsemi Corporation’s (“Microsemi”) private placement, pursuant to Rule 144A and Regulation S, of $450,000,000 aggregate principal amount of its 9.125% senior notes due 2023 in connection with the acquisition of PMC-Sierra, Inc. (the “Target”). The notes are jointly and severally guaranteed on a senior unsecured basis by all of Microsemi’s subsidiaries that guarantee Microsemi’s obligations under its new senior secured credit facilities, which Microsemi entered into concurrently with the closing of the notes.

Microsemi used the net proceeds from the sale of the notes, together with borrowings under its new senior secured credit facilities and cash on hand, to fund the cash consideration portion of the purchase price of the acquisition of the Target, and to refinance its and the Target’s existing credit facilities and pay related fees and expenses.

Microsemi, based in Aliso Viejo, California, is a leading designer, manufacturer and marketer of high-performance analog and mixed-signal semiconductor solutions. Today, Microsemi’s products are found in applications such as: communications infrastructure systems, both wireless and wired LAN systems, implantable pacemakers and defibrillators, missile systems, military and commercial satellites and aircraft, oil field equipment and airport security systems. The Target is a semiconductor and software solution innovator, with locations in the United States, Canada, Israel, China, Germany and India.

The Team