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March 16, 2020
Paul Davis
Director
XRAY-TWOLF HoldCo Corporation
3025 Orchard Parkway
San Jose, California 95134
Re: XRAY-TWOLF HoldCo Corporation
Registration Statement on Form S-4
Filed February 18, 2020
File No. 333-236492
Dear Mr. Davis:
We have reviewed your 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 amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Form S-4 filed February 18, 2020
Proxy Statement/Prospectus Cover Page/Letter to Stockholders, page i
1. Please disclose the total number of Xray-Twolf HoldCo Corporation shares
that will be
issued in connection with the transactions. See Item 501(b)(2) of
Regulation S-K.
How does the Xperi board of directors recommend that I vote?, page xii
2. Please disclose here that Xperi directors and current and certain former
executive
officers have financial interests in the mergers that may be different
from, or in addition
to, those of Xperi stockholders generally. We note your disclosure on
page 68.
How does the TiVo board of directors recommend that I vote?, page xvii
3. Please disclose here that TiVos directors and executive officers have
financial interests in
Paul Davis
FirstName LastNamePaulCorporation
XRAY-TWOLF HoldCo Davis
Comapany2020
March 16, NameXRAY-TWOLF HoldCo Corporation
March 16, 2020 Page 2
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FirstName LastName
the mergers that may be different from, or in addition to, those of
TiVo stockholders
generally. We note your disclosure on page 91.
Interests of Xperi and TiVo Directors and Executive Officers in the Mergers,
page 10
4. Please quantify the benefits and financial interests that Xperi and
TiVo directors and
officers will receive as a result of their interests in the mergers.
Please also quantify these
amounts in your related risk factor on page 27.
Selected Historical Financial Data of TiVO, page 20
5. We note your disclosure in footnote 2 to the table that the TiVo board
planned to separate
the Product and IP Licensing businesses into separately traded public
companies by April
2020, and that the separation process will continue after the business
combination. We
note also the disclosure in Xperi's Annual Report on Form 10-K for the
year ended
December 31, 2019 about the separation. Please revise the proxy
statement/prospectus to
discuss the current plans regarding the separation, including
anticipated timing and any
specific risks to the combined company.
Xperi and TiVo will incur significant transaction costs in connection with the
mergers., page 27
6. To the extent possible, please disclose the estimated expenses related
to the mergers.
TiVo Other Equity Awards, page 116
7. You disclose the conversion of TiVo stock based awards that may be
granted prior to the
completion of the mergers. Please update your related disclosure as
necessary to reflect
such additional awards.
Exclusive Forum, page 181
8. Please revise to make your exclusive forum disclosures on pages 181
and 198 consistent
with the HoldCo Form of Amended and Restated Bylaws, Section 8.13 of
Annex E. Also,
we note that your forum selection provision identifies a state court
located within the State
of Delaware (or, if no state court located within the State of
Delaware has jurisdiction,
such other federal court located within the state of Delaware) as the
exclusive forum for
certain litigation, including any "derivative action." Please disclose
whether this provision
applies to actions arising under the Securities Act or Exchange Act.
If so, please also state
that there is uncertainty as to whether a court would enforce such
provision. If the
provision applies to Securities Act claims, please also state that
investors cannot waive
compliance with the federal securities laws and the rules and
regulations thereunder. In
that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suits brought to enforce any
duty or liability created by
the Securities Act or the rules and regulations thereunder. If this
provision does not apply
to actions arising under the Securities Act or Exchange Act, please
also ensure that the
exclusive forum provision in the governing documents states this
clearly, or tell us how
Paul Davis
XRAY-TWOLF HoldCo Corporation
March 16, 2020
Page 3
you will inform investors in future filings that the provision does
not apply to any actions
arising under the Securities Act or Exchange Act.
Exhibits 99.2 and 99.4, page 370
9. We note the statements that these exhibits apply only to the filed
registration statement
and not to any amendments except with prior written consent. Please
provide the basis for
the consents not applying to amendments or confirm for us that
consents will be filed with
each amendment.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Melissa Gilmore, Staff Accountant, at (202) 551-3777 or
Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions
regarding
comments on the financial statements and related matters. Please contact Sherry
Haywood, Staff
Attorney, at (202) 551-3345 or Erin Purnell, Staff Attorney, at (202) 551-3454
with any other
questions.
FirstName LastNamePaul Davis Sincerely,
Comapany NameXRAY-TWOLF HoldCo Corporation
Division of
Corporation Finance
March 16, 2020 Page 3 Office of
Manufacturing
FirstName LastName