SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

              DIVISION OF
       CORPORATION FINANCE
                                                                                         December 19, 2016

Lance Bridges
Senior V.P., General Counsel and Secretary
Inseego Corporation
9645 Scranton Road, Suite 205
San Diego, CA 92121

RE: Novatel Wireless , Inc.
Schedule TO -I filed December 8 th, 2016
Filed by Inseego Corp .
File No. 5-60619

Dear Mr. Bridges :

          We have reviewed the above -captioned filing  and have the following comments.  Some of
our comments may ask f or additional information to be provided so that we may better
understand your disclosure.

          Please respond to this letter by amending the Schedule TO and/or by providing the
requested information.  If you do not believe our comments apply to your facts a nd
circumstances or do not believe an amendment is appropriate, please explain why in a response.

          After review ing any amendment to the filing  and any information provided in response to
these comments, we may have additional comments.

Schedule TO  | Cover Page

1. While Rule 13e -4(a)(1) defines the term “issuer,” such definition is “in addition ” to the
definition of the term “issuer” provided at  Section 3(a)(8 ) of the Securities Exchange Act  of
1934 .  Rule 13e -4(a) reinforces the view that the Rule 13e -4(a)(1) definition  only
complements , and does not supersede,  the definition  of the term “issuer” otherwise enacte d
prior to the adoption of Rule 13e -4 and especially in light of the rule’s edict  that “all terms
used in this rule …shall have the same meaning as in the Act .”  Notwithstanding Inseego
Corp oration’s identification on the cover page  as an affiliate of Novatel , please confirm for
us that Inseego is voluntarily complying with Rule 13e -4 given that Novatel is not an issuer
of the s ubject securities  as defined i n Rule 13e -4(a)(1) .  Refer to Item 6(c)(6) and (8) of the
Schedule TO -I filed by Inse ego which affirms that Novatel no longer satisfies the definition.

2. Page 1 indicates that the “Exchange Off er and Consent S olicitation commenced on
December 7, 2016 …”  Given the filing date of December 8, 2016, please advise us whether
or not the tender offer filing was made in contravention of Rule 13e -4(b), which rule
provision specifies that the requir ed obligat ion arises  “on the date of commencement. ”

Inseego Corp .
c/o Lance Bridges
December  19, 201 6
Page 2

 3. The offer is scheduled to expire on January 5th, 2017 , a date that may not be considered
twenty full business days depending upon the date of commencement and thus at risk of
contra vening Rule 13e -4(f)(1)(i) .  In addition, security holders are enti tled to withdrawal
rights available under Rule13e -4(f)(2)(ii)  that become operative based upon the date of
commencement .  Please advise us, with a view t oward revised disclosure, whether or not the
scheduled expiration date  needs to be extended in order to comply with Rule 13e -4(f)(1)(i)
and if the disclosure describing the withdrawal rights “after the expiration of forty business
days from the commencement ” also needs to be revised.

Item 4. Terms of the Transaction

4. Item 4(a)(1)(vi)  incorporates information  by reference that includes disclosure under the
“Miscellaneous ” section of the prospectus.  This disclosure does not mirror that which has
been included in the section of the prospectus inasmuch as no parallel qualification about  the
limits of the “final and binding ” representation has been provided.  Please revise to qualify
the statements made in the Miscellaneous section to make clear that  security holders may
challenge Inseego ’s determinations in a court of competent jurisdiction.

5. The consent solicitation seeks to remove certain event s of default and all of the restrictive
covenants from the indenture.   Please provide us with a brief legal analysis as to whether or
not the solicitation in favor of the proposed  amendments should be regulated as an offer of a
new security  (which gives effec t to the proposed amendments by treating the existing debt as
if the proposed amendments had been approved) th at should be registered under Section 5 of
the Securities Act of 1933.  To the extent an offer of new securities is being made, it does not
appear as though Inseego would be eligible to rely on the §3(a)(9)  of the Section Act  of 1933 .

Item 10.  Finan cial Statements

6. The presentation included under the heading s in the prospectus titled “Selected  Historical
Consolidated Financial Data” and “Ratio of Earnings to Fixed Charges ” does not  fully
comply with Item 1010 (c) of Regulation M -A.  To the extent the financial statements
required by Item 10 of Schedule TO and corresponding Items 1010(a) and (b) were not
provided with the disclosure document disse minated to security holders at  the time of
commencement , as distinguished from being incorporated by reference, please revise the
disclosure in the prospectus to conform fully with Ite m 1010(c) of  Regulation M -A.  See
Instruction 6 to Item 10 of Schedule TO and related interpretation I.H.7. in our July 2001
public guidance available on the Division of Corporation Finance webpage of www.sec.gov .

Exhibit 99.1 | Letter of Tra nsmittal

7. We noticed that Inseego is asking security holders to certify that they have  “received and
reviewed the information included or incorporated by reference [from ] the Prospectus.
Please advise us, with a view toward revised disclosure, of the purpose of the cited language.
To the extent the cited language  is intended to serve as a means to limit the liability of

Inseego Corp .
c/o Lance Bridges
December  19, 201 6
Page 3

 Inseego in connection with the making of this tender offer,  please rev ise the Letter of
Transmittal  to prominently disclose that ob jective and the resulting reduction in  legal
protection, if any, ava ilable to security holders.  Alternatively, delete the statement.

  We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please d irect any questions to me at (202) 551-3266 .

       Sincerely,

/s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc:  Teri O’Brien , Esq.