XML 42 R27.htm IDEA: XBRL DOCUMENT
v3.21.2

Debt (Tables) | 6 Months Ended
--- | ---
Sep. 30, 2021
Debt Disclosure [Abstract] |
Schedule of Debt Instruments | Debt obligations included in the condensed consolidated balance sheets consisted of the following (in millions):
| Coupon Interest Rate |  | Effective Interest Rate |  | Fair Value of Liability Component at Issuance(1) |  |  |  |  |  |  |  |
|  |  |  |  |  | September 30, 2021 |  | March 31, 2021
Senior Secured Indebtedness |  |  |  |  |  |  |  |  |  |  |  |  |
Revolving Credit Facility |  |  |  |  |  |  |  |  |  |  | $ | 1,806.6 |  |  | $ | 2,346.6 |
3.922% 2021 Notes | 3.922% |  | 4.5% |  |  |  |  |  |  |  | — |  |  | 1,000.0 |
4.333% 2023 Notes | 4.333% |  | 4.7% |  |  |  |  |  |  |  | 1,000.0 |  |  | 1,000.0 |
2.670% 2023 Notes | 2.670% |  | 2.8% |  |  |  |  |  |  |  | 1,000.0 |  |  | 1,000.0 |
0.972% 2024 Notes | 0.972% |  | 1.1% |  |  |  |  |  |  |  | 1,400.0 |  |  | 1,400.0 |
0.983% 2024 Notes(2) | 0.983% |  | 1.1% |  |  |  |  |  |  |  | 1,000.0 |  |  | — |
Senior Unsecured Indebtedness |  |  |  |  |  |  |  |  |  |  |  |  |
4.250% 2025 Notes | 4.250% |  | 4.6% |  |  |  |  |  |  |  | 1,200.0 |  |  | 1,200.0 |
Total Senior Indebtedness |  |  |  |  |  |  |  |  |  |  | 7,406.6 |  |  | 7,946.6 |
Senior Subordinated Convertible Debt - Principal Outstanding |  |  |  |  |  |  |  |
2015 Senior Convertible Debt | 1.625% |  | 5.9% |  | $ | 61.8 |  |  |  |  |  |  | 71.0 |  |  | 141.4 |
2017 Senior Convertible Debt | 1.625% |  | 6.0% |  | $ | 185.6 |  |  |  |  |  |  | 232.6 |  |  | 333.3 |
2020 Senior Convertible Debt | 0.125% |  | 5.1% |  | $ | 555.5 |  |  |  |  |  |  | 665.5 |  |  | 665.5 |
Junior Subordinated Convertible Debt - Principal Outstanding |  |  |  |  |  |  |  |
2017 Junior Convertible Debt | 2.250% |  | 7.4% |  | $ | 16.0 |  |  |  |  |  |  | 30.1 |  |  | 122.6 |
Total Convertible Debt |  |  |  |  |  |  |  |  |  |  | 999.2 |  |  | 1,262.8 |
Gross long-term debt including current maturities |  |  |  |  |  |  |  |  |  |  | 8,405.8 |  |  | 9,209.4 |
Less: Debt discount(3) |  |  |  |  |  |  |  |  |  |  | (178.9) |  |  | (273.0) |
Less: Debt issuance costs(4) |  |  |  |  |  |  |  |  |  |  | (26.3) |  |  | (32.3) |
Net long-term debt including current maturities |  |  |  |  |  |  |  |  |  |  | 8,200.6 |  |  | 8,904.1 |
Less: Current maturities(5) |  |  |  |  |  |  |  |  |  |  | — |  |  | (1,322.9) |
Net long-term debt |  |  |  |  |  |  |  |  |  |  | $ | 8,200.6 |  |  | $ | 7,581.2 |
(1) As each of the convertible debt instruments may be settled in cash upon conversion, for accounting purposes, they were bifurcated into a liability component and an equity component. The amount allocated to the equity component is the difference between the principal value of the instrument and the fair value of the liability component at issuance. The resulting debt discount is being amortized to interest expense at the respective effective interest rate over the contractual term of the debt. (2) The 0.983% 2024 Notes mature on September 1, 2024, and interest is payable semi-annually in arrears on March 1 and September 1 of each year. (3) The unamortized discount consists of the following (in millions):
|  |  | September 30, |  | March 31,
|  |  |  |  | 2021 | 2021
3.922% 2021 Notes |  |  |  |  | $ | — |  |  | $ | (0.3) |
4.333% 2023 Notes |  |  |  |  | (1.9) |  |  | (2.4) |
2.670% 2023 Notes |  |  |  |  | (1.8) |  |  | (2.3) |
0.972% 2024 Notes |  |  |  |  | (3.2) |  |  | (3.8) |
0.983% 2024 Notes |  |  |  |  | (2.7) |  |  | — |
4.250% 2025 Notes |  |  |  |  | (11.5) |  |  | (12.8) |
2015 Senior Convertible Debt |  |  |  |  | (8.9) |  |  | (20.1) |
2017 Senior Convertible Debt |  |  |  |  | (46.2) |  |  | (71.3) |
2020 Senior Convertible Debt |  |  |  |  | (88.6) |  |  | (101.6) |
2017 Junior Convertible Debt |  |  |  |  | (14.1) |  |  | (58.4) |
Total unamortized discount |  |  |  |  | $ | (178.9) |  |  | $ | (273.0) |
(4) Debt issuance costs consist of the following (in millions):
|  |  | September 30, |  | March 31,
|  |  |  |  | 2021 | 2021
Revolving Credit Facility |  |  |  |  | $ | (7.6) |  |  | $ | (10.0) |
3.922% 2021 Notes |  |  |  |  | — |  |  | (0.7) |
4.333% 2023 Notes |  |  |  |  | (4.1) |  |  | (5.3) |
2.670% 2023 Notes |  |  |  |  | (1.0) |  |  | (1.3) |
0.972% 2024 Notes |  |  |  |  | (1.6) |  |  | (2.0) |
0.983% 2024 Notes |  |  |  |  | (1.6) |  |  | — |
4.250% 2025 Notes |  |  |  |  | (1.5) |  |  | (1.7) |
2015 Senior Convertible Debt |  |  |  |  | (0.3) |  |  | (0.7) |
2017 Senior Convertible Debt |  |  |  |  | (1.2) |  |  | (1.8) |
2020 Senior Convertible Debt |  |  |  |  | (7.3) |  |  | (8.3) |
2017 Junior Convertible Debt |  |  |  |  | (0.1) |  |  | (0.5) |
Total debt issuance costs |  |  |  |  | $ | (26.3) |  |  | $ | (32.3) |
(5) As of March 31, 2021, current maturities consisted of the liability component of the 2017 Senior Convertible Debt and the 2017 Junior Convertible Debt, and the 3.922% 2021 Notes which were due June 1, 2021.
Schedule of Maturities of Long-term Debt | Expected maturities relating to the Company’s debt obligations as of September 30, 2021 are as follows (in millions):
Fiscal year ending March 31, |  | Expected Maturities
2022 |  | $ | — |
2023 |  | — |
2024 |  | 5,206.6 |
2025 |  | 1,736.5 |
2026 |  | 1,200.0 |
Thereafter |  | 262.7 |
Total |  | $ | 8,405.8 |
Convertible Debt | The following table sets forth the applicable conversion rates adjusted for dividends declared since issuance of such series of Convertible Debt and the applicable incremental share factors and maximum conversion rates as adjusted for dividends paid since the applicable issuance date:
| Dividend adjusted rates as of September 30, 2021
| Conversion Rate |  | Approximate Conversion Price |  | Incremental Share Factor |  | Maximum Conversion Rate
2015 Senior Convertible Debt(1) | 33.2337 |  |  | $ | 30.09 |  |  | 16.6168 |  |  | 46.5270 |
2017 Senior Convertible Debt(1) | 21.3114 |  |  | $ | 46.92 |  |  | 10.6557 |  |  | 30.3688 |
2020 Senior Convertible Debt(1) | 10.7126 |  |  | $ | 93.35 |  |  | — |  |  | 14.9976 |
2017 Junior Convertible Debt(1) | 21.6920 |  |  | $ | 46.10 |  |  | 10.8461 |  |  | 30.3688 |
(1) As of September 30, 2021, the 2020 Senior Convertible Debt was not convertible. As of September 30, 2021, the holders of each of the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, and 2017 Junior Convertible Debt have the right to convert their notes between October 1, 2021 and December 31, 2021 because the Company's common stock price has exceeded the applicable conversion price for such series by 130% for the specified period of time during the quarter ended September 30, 2021. As of September 30, 2021, the adjusted conversion rate for the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, and 2017 Junior Convertible Debt would be increased to 43.3354 shares of common stock, 25.4520 shares of common stock, and 26.0230 shares of common stock, respectively, per $1,000 principal amount of notes based on the closing price of $76.75 per share of common stock to include an additional maximum incremental share rate per the terms of the applicable indenture. As of September 30, 2021, each of the 2015 Senior Convertible Debt, 2017 Senior Convertible Debt, and 2017 Junior Convertible Debt had a conversion value in excess of par of $165.2 million, $221.8 million, and $30.0 million, respectively.
Schedule of Interest Expense | Interest expense consists of the following (in millions):
|  |  | Three Months Ended September 30, |  | Six Months Ended September 30,
|  |  |  |  |  |  | 2021 |  | 2020 |  | 2021 |  | 2020
Debt issuance cost amortization |  |  |  |  |  |  | $ | 2.3 |  |  | $ | 3.7 |  |  | $ | 5.2 |  |  | $ | 7.8 |
Debt discount amortization |  |  |  |  |  |  | 1.7 |  |  | 1.6 |  |  | 3.6 |  |  | 3.1 |
Interest expense |  |  |  |  |  |  | 46.9 |  |  | 59.4 |  |  | 99.6 |  |  | 112.1 |
Total interest expense on Senior Indebtedness |  |  |  |  |  |  | 50.9 |  |  | 64.7 |  |  | 108.4 |  |  | 123.0 |
Debt issuance cost amortization |  |  |  |  |  |  | 0.6 |  |  | 0.5 |  |  | 1.2 |  |  | 1.2 |
Debt discount amortization |  |  |  |  |  |  | 9.9 |  |  | 16.2 |  |  | 20.6 |  |  | 40.0 |
Coupon interest expense |  |  |  |  |  |  | 2.2 |  |  | 10.8 |  |  | 5.0 |  |  | 26.1 |
Total interest expense on Convertible Debt |  |  |  |  |  |  | 12.7 |  |  | 27.5 |  |  | 26.8 |  |  | 67.3 |
Other interest expense |  |  |  |  |  |  | 1.2 |  |  | 1.1 |  |  | 1.9 |  |  | 2.1 |
Total interest expense |  |  |  |  |  |  | $ | 64.8 |  |  | $ | 93.3 |  |  | $ | 137.1 |  |  | $ | 192.4 |
Schedule of Settlement Transactions | The Company's settlement transactions in the six months ended September 30, 2021 consist of the following (in millions)(1):
| Principal Amount Settled |  | Consideration |  | Fair Value Settled(2) |  | Equity Component(2) |  | Net Loss on Inducements and Settlements
|  | Cash Paid |  |  |  | Value of Shares Issued |  |  |  | Total |  |  |
August 2021(3) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2015 Senior Convertible Debt | $ | 70.4 |  |  | $ | 70.4 |  |  |  |  | $ | 159.9 |  |  |  |  | $ | 230.3 |  |  | $ | 71.0 |  |  | $ | 158.9 |  |  | $ | 10.6 |
2017 Senior Convertible Debt | $ | 100.7 |  |  | $ | 100.7 |  |  |  |  | $ | 123.5 |  |  |  |  | $ | 224.2 |  |  | $ | 100.0 |  |  | $ | 113.0 |  |  | $ | 31.5 |
2017 Junior Convertible Debt | $ | 92.5 |  |  | $ | 92.5 |  |  |  |  | $ | 115.8 |  |  |  |  | $ | 208.3 |  |  | $ | 87.7 |  |  | $ | 116.6 |  |  | $ | 43.1 |
June 2021(4) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
3.922% 2021 Notes | $ | 1,000.0 |  |  | $ | 1,000.0 |  |  |  |  | $ | — |  |  |  |  | $ | 1,000.0 |  |  | $ | — |  |  | $ | — |  |  | $ | 0.3 |
(1) The Company settled portions of its convertible debt in privately negotiated transactions that are accounted for as induced conversions. (2) The total consideration for the convertible debt settlements was allocated to the liability and equity components using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt instrument prior to the settlement. (3) The Company used borrowings under its Revolving Credit Facility to finance a portion of such settlement. (4) The Company used proceeds from the issuance of the 0.983% 2024 Notes to finance a portion of such settlement.

X
- Definition Schedule of Interest Expense [Table Text Block] + References No definition available. + Details
Name: | mchp_ScheduleofInterestExpenseTableTextBlock
Namespace Prefix: | mchp_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of convertible debt instrument. Includes, but is not limited to, principal amount and amortized premium or discount. + References No definition available. + Details
Name: | us-gaap_ConvertibleDebtTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation. + References No definition available. + Details
Name: | us-gaap_ScheduleOfDebtTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of debt extinguished which may include, amount of gain (loss), the income tax effect and the per share amount of the aggregate gain (loss), net of the related income tax. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=7516071&loc=d3e13374-112631 + Details
Name: | us-gaap_ScheduleOfExtinguishmentOfDebtTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of maturity and sinking fund requirement for long-term debt. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=123465755&loc=d3e1835-112601 + Details
Name: | us-gaap_ScheduleOfMaturitiesOfLongTermDebtTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration