United States securities and exchange commission logo
November 8, 2021
Paul Davis
General Counsel
Xperi Corp. (c/o TiVo Product HoldCo LLC)
2160 Gold Street
San Jose, CA 95002
Re: TiVo Product HoldCo
LLC
Draft Registration
Statement on Form 10
CIK No. 0001788999
Submitted October
12, 2021
Dear Mr. Davis:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Draft Registration Statement on Form 10
Exhibit 99.1 Information Statement
Questions and Answers About the Separation and Distribution
What is [Xperi Product] and why is Xperi separating its product business
and distributing [Xperi
Product] common stock?, page 11
1. You indicate that Xperi
will be separating its products business into Xperi Product and
retaining its
intellectual property ( IP ) licensing business. Please clarify that a
significant portion of
the Xperi Product s business will be licensing technology, products
and services to its
customers, industry partners and OEMs, and clarify how this business
differs from Xperi s
IP licensing business. For example, please specify if the IP related to
the products business,
such as those for the Consumer Electronics and Platform Solutions
will be transferred to
Xperi Products or if they will primarily remain with Xperi under a
royalty free
arrangement under the Intellectual Property Cross-License Agreement.
Paul Davis
Xperi Corp. (c/o TiVo Product HoldCo LLC)
November 8, 2021
Page 2
What indebtedness will [Xperi Product] have following the separation?, page 17
2. We note that Xperi Product does not intend to incur any indebtedness
for its products
business, except for trade payables and accrued liabilities. Please
clarify the risk that
Xperi Product may incur due to the indebtedness of Xperi or its
subsidiaries, with or
without the indemnification agreements. You should clarify that Xperi
has in excess of
$700 million of long-term debt.
Separation and Distribution, page 51
3. With respect to the Separation and Distribution, please provide more
details of your future
business relationship with Xperi. For example, please clarify if Xperi
is restricted from
establishing operations in entertainment-related products and services
or if Xperi Product
will be restricted from operations in IP licensing activities beyond
its current scope of
operations.
Internal Reorganization, page 52
4. Please provide more details of your internal reorganization and
explain how you will
become a public Delaware corporation after the spin-off transaction.
We note, for
example, that you are currently a limited liability company (Tivo
Product Holdco LLC),
but you provide financial statements for the Products business of
Xperi as Tivo Product
Holdco, Inc. Consider providing a current organizational chart and one
after the internal
reorganization transactions for clarity.
Unaudited Pro Form Combined Information, page 61
5. Please ensure that your next amendment includes the pro forma
financial information
required by Article 11 of Regulation S-X for both the Merger and
Separation
& Distribution Transactions.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
63
6. Please tell us whether you use any key performance indicators or other
metrics to manage
operations or make strategic decisions and if not, explain why.
Alternatively, please
revise to include a quantified discussion of any metrics you use and
provide the
disclosures required by Release No. 33-10751.
Results of Operations,
FirstName LastNamePaulpageDavis
68
Comapany
7. NameXperi
Please Corp.
revise your (c/o TiVo
discussion Product in
of changes HoldCo LLC)
revenue to identify the
underlying reasons for
the decrease
November in per2 unit royalty revenue. Refer to Item 303 of
Regulation S-K.
8, 2021 Page
FirstName LastName
Paul Davis
FirstName
Xperi Corp.LastNamePaul DavisHoldCo LLC)
(c/o TiVo Product
Comapany 8,
November NameXperi
2021 Corp. (c/o TiVo Product HoldCo LLC)
November
Page 3 8, 2021 Page 3
FirstName LastName
8. Please revise your discussion of changes in research and development
and selling, general
and administrative costs to quantify the various individual factors
identified, including any
offsetting factors, that contributed to a material change. Refer to
Section III.D of SEC
Release No. 33-6835.
9. We note that throughout your results of operations discussion you
refer to the impact of
the TiVo Product business since the Mergers and you also state that
you believe expenses
will increase in 2021 when compared to 2020 due to inclusion of the
TiVo Product
business for a full year. Please tell how you considered whether your
results of operations
discussion should be supplemented by a discussion based upon your pro
forma financial
information, which gives effect to the acquisition of TiVo Products
included in this filing.
Please note that any supplemental discussions based on Article 11 of
Regulation S-X pro
forma financial information should not be presented with greater
prominence than the
discussion of the historical financial statements required by Item 303
of Regulation S-K.
Critical Accounting Policies
Valuation of goodwill and intangible assets, page 83
10. Please revise to disclose whether you believe the fair value of your
reporting unit is
substantially in excess of the carrying value. If not, please revise
to disclose the
following:
The percentage by which the fair value of your reporting unit
exceeded the carrying
value; and,
A more detailed discussion of the degree of uncertainty associated
with the key
assumptions disclosed on page F-13 of Exhibit 99.2, providing
specific information
to the extent possible.
Business, page 86
11. Please provide more information as to the size and scope of each of
your four major
product categories: Consumer Electronics, Pay-TV, Connected Car and
Platform
Solutions. It is not clear whether any of these product categories
generate a material
amount of revenue. For example, you refer to legacy DVR subscriptions
in your Pay-TV
section, but it is unclear how dependent you are upon these legacy
sources of revenue
versus the newer streaming devices, audio licensing, and Connected Car
revenue.
Paul Davis
FirstName
Xperi Corp.LastNamePaul DavisHoldCo LLC)
(c/o TiVo Product
Comapany 8,
November NameXperi
2021 Corp. (c/o TiVo Product HoldCo LLC)
November
Page 4 8, 2021 Page 4
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Rebekah Lindsey, Senior Staff Accountant, at (202)
551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Mike Ringler, Esq.