United States securities and exchange commission logo
July 27, 2022
Paul Davis
General Counsel
Xperi Corp. (c/o Xperi, Inc.)
2160 Gold Street
San Jose, CA 95002
Re: Xperi, Inc.
Amendment No. 3 to
Draft Registration
Statement on Form 10
Submitted July 13,
2022
CIK No. 0001788999
Dear Mr. Davis:
We have reviewed your amended draft registration statement 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 this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. References to our prior comments refer to our letter dated
June 8, 2022.
Amendment No. 3 to Draft Registration Statement on Form 10
Exhibit 99.1
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information,
page 70
1. Please revise to
quantify each Management adjustment and indicate whether it represents
a synergy or
dis-synergy. In this regard, you disclose four bulleted categories but do not
quantify each category.
Also, revise to disclose the method of calculation for each
adjustment, the
material assumptions used and any material limitations. To the extent that
a Management adjustment
depicts both synergies and dis-synergies, each should be
quantified separately.
Lastly, consider whether the second and third bullet points include
Paul Davis
Xperi Corp. (c/o Xperi, Inc.)
July 27, 2022
Page 2
several different adjustments that perhaps should be separately
quantified. Refer to Rule
11-02(a)(7) of Regulation S-X.
2. We note that the reconciliations on page 71 begin with pro forma
condensed combined net
loss. Please revise to reconcile from pro forma net loss attributable to
the controlling
interest. Refer to Rule 11-02(a)(7)(ii)(A) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Provision for (Benefit from) Income Taxes, page 86
3. We note the revised disclosure in response to prior comment 2. In order
to facilitate
comparability, please revise to provide more comprehensive disclosure
for 2020 and
2019, similar to that which you provided for 2021.
Description of Material Indebtedness, page 141
4. To the extent material, please file as an exhibit the debt agreement for
the $50 million
senior unsecured promissory note.
You may contact Christine Dietz, Senior Staff Accountant, at (202)
551-3408 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 contact
Kathleen Krebs, Special
Counsel, at 202-551-3350 or Jan Woo, Legal Branch Chief, at 202-551-3453 with
any other
questions.
Sincerely,
FirstName LastNamePaul Davis
Division of
Corporation Finance
Comapany NameXperi Corp. (c/o Xperi, Inc.)
Office of
Technology
July 27, 2022 Page 2
cc: Mike Ringler, Esq.
FirstName LastName