Kenton J. King

King helped close a deal said to be the largest of a California company last year and one of the largest ever in the semiconductor industry's history.

King led the Skadden team advising Irvine-based Broadcom Corp., in its $37 billion sale to Avago Technologies Ltd., a Singaporean semiconductor company. The deal brought many complex issues, King said.

"There were shareholders who wanted to get 100 percent equity if they could get it, an acquirer who really didn't want to issue more than 50 percent equity overall and differing classes with differing votes in connection with the deal," King said. "Trying to solve all those issues made for a complex puzzle that we had to work our way through."

So King and his team decided to use the "Burger King" structure, named after the first company that tried it about six years ago.

"What you do under the 'Burger King' structure is you put together a partnership under the acquirer, and the shareholders of Broadcom who want it would get units or equity interests in that partnership instead of stock of Avago," King said.

But the structure didn't solve all of the problems. Instead, it created other issues that the attorneys had to work through.

"If you just get partnership units in something that is wholly controlled by Avago, it's not the best investment because you don't have the protection of a publicly traded company," King said. "So we had to build in those protections."

The deal closed earlier this year.

King also advised PMC-Sierra Inc. in a proposed sale, a deal that changed before the ink could dry on the page.

"PMC-Sierra signed an all-cash deal with Skyworks to be acquired by them," King said. "Much to our surprise, a bidding war broke out between Skyworks and another semiconductor company, Microsemi."

PMC-Sierra had to decide between the two offers, a challenge for the company's board members and the legal team advising it, King said.

"What do you do with the first bidder, who after all you're in contract with?" King said. "You already have agreed to recommend the deal to your shareholders and not enter into agreements with other competing parties, but at the same time you as a board have a fiduciary duty to your shareholders."

Microsemi Corp. won the bidding war, acquiring PMC-Sierra for about $2.5 billion in cash and stock.

King said he helped his client tackle all the obstacles at play by going back to the basics.

"You have to have a sound base of experience in multiple situations and knowledge of what the law requires to draw upon quickly in circumstances where boards are under enormous pressure to make good decisions in a compressed time frame," King said.

— Melanie Brisbon