March 7, 2011
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Phil Rothenberg
| Re: | RPX Corporation |
| Amendment No. 1 to Registration Statement on Form S-1 |
| File No. 333-171817 |
Dear Mr. Rothenberg:
RPX Corporation (the “Company”) electronically transmitted via EDGAR Amendment No. 1 (“Amendment No. 1”) to its Registration Statement on Form S-1 (the “Registration Statement”) on March 4, 2011. The Company has discovered that the Company’s Consolidated Statements of Cash Flows on Page F-6 of Amendment No. 1 contains an administrative error. Under the heading “Cash flows from operating activities,” Amendment No. 1 includes a line item titled “Utilization of deferred tax asset” that was included due to administrative error and should have been deleted.
Enclosed with this letter is a copy of Page F-6 as it should read. The Company confirms that it will not be marketing its offering with a copy of the prospectus that includes the administrative error and will correct the error in the next amendment to the Registration Statement.
Please do not hesitate to contact me at (650) 463-5244, if you have any questions or would like additional information regarding this matter.
Very truly yours,
GUNDERSON DETTMER STOUGH
VILLENEUVE FRANKLIN & HACHIGIAN, LLP
| By: |
/s/ Bennett L. Yee | |
| Bennett L. Yee, Esq. |
| cc: | Martin E. Roberts, Esq. |
Stewart L. McDowell, Esq.
Barbara C. Jacobs, Assistant Director
Stephen Krikorian, Accounting Branch Chief
Consolidated Statements of Cash Flows
(in thousands)
| Period from Inception (July 15, 2008) to December 31, 2008 |
Year Ended December 31, |
|||||||||||
| 2009 | 2010 | |||||||||||
| Cash flows from operating activities |
||||||||||||
| Net income (loss) |
$ | (5,150 | ) | $ | 1,934 | $ | 13,871 | |||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities |
||||||||||||
| Depreciation and amortization |
2,590 | 17,325 | 43,332 | |||||||||
| Stock-based compensation |
26 | 227 | 1,246 | |||||||||
| Loss on sale of patent assets, net |
— | — | 536 | |||||||||
| Imputed interest on other obligations |
35 | 1,771 | 1,649 | |||||||||
| Reversal of deferred tax valuation allowance |
— | (3,478 | ) | — | ||||||||
| Change in deferred tax balances, net |
— | — | 7,057 | |||||||||
| Other |
— | 20 | 13 | |||||||||
| Changes in assets and liabilities |
||||||||||||
| Increase in accounts receivable |
(42 | ) | (7,069 | ) | (5,521 | ) | ||||||
| Increase in prepaid expense and other assets |
(84 | ) | (68 | ) | (6,014 | ) | ||||||
| Increase (decrease) in accounts payable |
236 | 614 | (347 | ) | ||||||||
| Increase in accrued and other liabilities |
146 | 1,686 | 6,563 | |||||||||
| Increase in deferred revenue |
16,895 | 4,620 | 57,749 | |||||||||
| Net cash provided by operating activities |
14,652 | 17,582 | 120,134 | |||||||||
| Cash flows from investing activities |
||||||||||||
| Increase in restricted cash |
(500 | ) | — | (220 | ) | |||||||
| Purchase of property and equipment |
(63 | ) | (27 | ) | (544 | ) | ||||||
| Acquisition of patent assets |
(22,673 | ) | (38,542 | ) | (72,097 | ) | ||||||
| Sales of patent assets |
55 | 15,032 | 500 | |||||||||
| Net cash used in investing activities |
(23,181 | ) | (23,537 | ) | (72,361 | ) | ||||||
| Cash flows from financing activities |
||||||||||||
| Repayments of principal on notes payable and other obligations |
(2,400 | ) | (13,252 | ) | (30,471 | ) | ||||||
| Proceeds from issuance of Series A redeemable convertible preferred stock, net of issuance costs |
10,067 | — | — | |||||||||
| Proceeds from issuance of Series A-1 redeemable convertible preferred stock, net of issuance costs |
15,126 | — | — | |||||||||
| Proceeds from issuance of Series B redeemable convertible preferred stock, net of issuance costs |
— | 33,819 | — | |||||||||
| Proceeds from issuance of Series C redeemable convertible preferred stock, net of issuance costs |
— | — | 3,781 | |||||||||
| Payments for purchase of common stock |
— | — | (3,238 | ) | ||||||||
| Proceeds from issuance of common stock |
52 | — | 104 | |||||||||
| IPO related costs |
— | — | (221 | ) | ||||||||
| Net cash provided by (used in) financing activities |
22,845 | 20,567 | (30,045 | ) | ||||||||
| Net increase in cash and cash equivalents |
14,316 | 14,612 | 17,728 | |||||||||
| Cash and cash equivalents at beginning of the period |
— | 14,316 | 28,928 | |||||||||
| Cash and cash equivalents at end of the period |
$ | 14,316 | $ | 28,928 | $ | 46,656 | ||||||
| Supplemental disclosures of cash flow information |
||||||||||||
| Cash paid for interest expense |
$ | 699 | $ | 2,663 | $ | 3,686 | ||||||
| Cash paid for income taxes |
— | 4 | 6,110 | |||||||||
| Non-cash investing and financing activities |
||||||||||||
| Patent assets purchased or financed through notes payable or other obligations |
$ | 35,367 | $ | 19,840 | $ | 16,542 | ||||||
| Adjustments to patent asset purchase price and related liability |
— | (2,616 | ) | — | ||||||||
| Patent assets received in barter transactions |
— | 3,176 | — | |||||||||
| Property and equipment purchased not settled |
— | — | 131 | |||||||||
| Common stock issued in exchange for patent assets |
250 | — | — | |||||||||
| Common stock issued in exchange for other intangible assets |
1,450 | — | — | |||||||||
| IPO related costs |
— | — | 260 | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6