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January 16, 2020
Vichheka Heang
Vice President and Corporate Controller
Maxeon Solar Technologies, Pte. Ltd.
8 Marina Boulevard #05-02
Marina Bay Financial Centre
018981, Singapore
Re: Maxeon Solar Technologies, Pte. Ltd.
Draft Registration Statement on Form 20-F
Filed December 20, 2019
CIK No. 0001796898
Dear Ms. Heang:
We have reviewed your 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.
Draft Registration Statement on Form 20-F submitted December 20, 2019
Implication of Being an Emerging Growth Company and a Foreign Private Issuer
Emerging Growth Company, page 7
1. You disclose that the JOBS Act provides that an emerging growth company
can take
advantage of an extended transition period for complying with new or
revised accounting
standards applicable to public companies and that you may take advantage
of such
provision. If you have elected to use the extended transition period for
complying with
new or revised accounting standards, please provide a risk factor
explaining that as a
result of this election, your financial statements may not be comparable
to companies that
comply with public company effective dates. If you have elected to opt
out of these
Vichheka Heang
FirstName LastNameVichheka Heang
Maxeon Solar Technologies, Pte. Ltd.
Comapany NameMaxeon Solar Technologies, Pte. Ltd.
January 16, 2020
Page 2
January 16, 2020 Page 2
FirstName LastName
provisions, please clearly indicate as such in the filing.
Notes to Unaudited Prof Forma Combined Financial Information, page 24
2. You disclose that you intend to issue a promissory note for a
principle amount of $100.0
million to SunPower in exchange for intellectual property necessary
for the operation of
your business. Please tell us and disclose how you determined the
amount of the
consideration and the fair value of the intellectual property to be
transferred.
Conditions to the spin-off, page 58
3. You disclose that the spin-off is conditioned upon SunPower's receipt
of a tax opinion.
Please tell us whether you expect to receive the tax opinion prior to
the effectiveness of
the registration statement. If not, please advise how you intend to
notify your shareholders
regarding this material aspect of the spin-off distribution and
whether SunPower has any
current intention to waive the tax opinion as a condition to the
spin-off.
Reconciliation of Non-GAAP Financial Measures, page 89
4. We note your Adjusted EBITDA excludes "cost of above-market
polysilicon". Please
explain to us what this adjustment is meant to represent and why you
believe it is useful to
investors. To the extent the adjustment relates to inventory
write-down, tell us how you
considered whether this is an individually tailored measurement method
pursuant to
Question 100.04 of the updated Non-GAAP C&DI issued on May 17, 2016.
Liquidity and Capital Resources
Cash Flows
Operating Activities, page 91
5. We note from your disclosure on page F-22 that you transferred certain
accounts
receivable to a third-party factor agency under a factoring agreement
in December 2018.
Please expand your liquidity and capital resources disclosure to
discuss the impact the
factoring arrangement had on your net cash flows used in operating
activities.
Aggregate Contractual Obligations, page 95
6. Please clarify that the portion of the revolver included in the "Term
loan and revolver,
including interest and commitment fee" in the contractual obligations
table on a pro forma
basis relates to commitment fee only, if true.
Note 2. Summary of Significant Accounting Policies, page F-10
7. Considering your advances to suppliers are material to your net income
and operating cash
flow and you currently have a significant concentration with a limited
number of
suppliers, please expand your disclosure to address your accounting
policy related to your
advances to suppliers, including the typical time it takes to receive
delivery of raw
materials and your policies and procedures in establishing an
allowance for doubtful
Vichheka Heang
Maxeon Solar Technologies, Pte. Ltd.
January 16, 2020
Page 3
accounts on advances to suppliers. Please tell us how much of $171.5
million of advances
to suppliers as of December 31, 2018 has been subsequently delivered
through the latest
date available.
Revenue Recognition, page F-14
8. We note from your disclosure on page F-14 that revenue is recorded at
a point in time
when the control of product transfers to the customer. We also note
from your disclosure
on page F-30 that advances from customers are applied as shipments of
product occur or
upon completion of certain project milestones. Please expand your
disclosure to disclose
the nature and material terms of these project milestones, when the
contractual
performance obligations related to these milestones are satisfied and
how you determine
the amount of revenue to be recognized. To the extent revenue related
to the milestones is
recognized over time, disclose the amount of over-time revenue
recorded for each period
presented and the input methods used and how they are applied.
You may contact SiSi Cheng, Staff Accountant at (202) 551-5004 or John
Cash,
Accounting Branch Chief at (202) 551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Sherry Haywood, Staff
Attorney at (202)
551-3345 or Jay Ingram, Legal Branch Chief, at (202) 551-3397 with any other
questions.
FirstName LastNameVichheka Heang Sincerely,
Comapany NameMaxeon Solar Technologies, Pte. Ltd.
Division of
Corporation Finance
January 16, 2020 Page 3 Office of
Manufacturing
FirstName LastName