SecProbe.io

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

DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
 April 9, 2010

 John McFarland, Esq. Senior Vice President, Gene ral Counsel and Secretary
c/o MagnaChip Semiconductor, Inc. 20400 Stevens Creek Boulevard, Suite 370 Cupertino, CA  95014
Re: MagnaChip Semiconductor LLC
Registration Statement on Form S-1 Filed March 15, 2010
  File No. 333-165467

Dear Mr. McFarland:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Registration Statement cover page

1.       It appears from the disclosure in your  document, such as the disclosure on
pages 34 and II-2, that “MagnaChip Semic onductor LLC” is not the issuer of any
of the offered securities.  Therefore, it is unclear why that entity is listed here as
the registrant or how the signatures that appear on page II-8 correspond to the
requirements of Form S-1.  Please revise or advise.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
April 9, 2010 Page 2  Fee Table

 2.       We note from your fee table that you app ear to be register ing the offering of
depositary shares.  From your disclosure  under “Description of Capital Stock”
beginning on page 125, it does not appear, however, that you are or will be authorized to issue “depositary shares ” under your certificate of incorporation.
Further, from your disclosure under “Des cription of Depositary Shares” beginning
on page 131, it appears that the depositary will be the issuer of the depositary
shares.  Please provide us with your anal ysis as to why the depositary should not
be identified as the issu er/registrant of the depositary shares in your current
registration statement, or in another appropriate registration statement which
registers the offering of the depositary sh ares.  In addition, we note from your
disclosure under “Legal Matters” on page 144 that you currently intend
MagnaChip’s counsel to opine as to the va lidity of the depositary shares.  In this
regard, please provide us with your analysis as to how your counsel will be able to opine as to the validity of securities you are not authorized to issue.
 3.       We understand from your disclosure on page  131 that at some future date the
depositary shares will be cancelled and th at the depositary wi ll then “credit” the
former holders of the depositary shares  with an equal number of shares of
MagnaChip’s common stock.  Please provide us  with your analysis as to how that
transaction will be registered  or exempt from registration.  In this regard, we note
that the issuer of the depositary shares appears to be the depositary and the shares of common stock will be i ssued by MagnaChip.  As such, it does not appear that
the transaction would qualify for exem ption under Section 3(a)(9) of the
Securities Act given the di versity of issuers.
 Prospectus cover page

 4.       Please confirm that any preliminary pros pectus you circulate will include all non-
Rule 430A information.  This includes the price range and related information
based on a bona fide estimate of the public  offering price within that range, and
other information that was left blank throughout the document.
 5.       The paragraph following the table refers to an option to purchase depositary
shares.  Note 1 to your fee table refers to an option to purchase common shares.
Please reconcile.
 6.       If you intend to delist your de positary shares in connection with the cancellation
of those securities, please state so  directly here and on page 131.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
April 9, 2010 Page 3  Table of Contents

 7. We note the first sentence in the paragr aph that follows your table of contents
indicates that no person is authorized to  give any information or to represent
anything not contained in your prospectus.  Please consider whether this statement, in its current form, is consistent with your ability to use free writing prospectuses.
 Prospectus Summary

 Overview, page 1

 8.       Please provide us independent, objective support for your statements regarding
the breadth and depth of your technol ogy platform, your extensive engineering
and manufacturing expertis e, and long history of co llaborating with leading
innovators.  Also reconcil e your disclosure regarding the high demand by your
customers with the diminished demand mentioned on page 17.
 9.       Please balance your disclosure regarding your net sales, income from operations
and Adjusted EBIDTA and Adjusted Net Income with equally prominent disclosure of the history of net losses and recent emergence from bankruptcy.
 10.       Please discuss your declining net sales described on page 9 in light of the rapid
industry growth you mention on page 2.
 11.       We note that you have identified customers.   Please tell us the objective criteria
you used to identify those customers.  Also  tell us whether you have identified all
customers that satisfy those criteria.
 12.       We note your disclosure that you have a portfolio of approximately 3600 "novel
registered and pending patents."  Please revise to distinguish between how many
patents you hold and how many patent a pplications you have pending.  Also
clarify whether some of your patents and pe nding patent applica tions derive from
a common parent patent application or are foreign counterpart patent applications
that relate to similar or identical technological claims.
 13.       Please expand your overview discussion to indicate the percentage of net sales
that you have historically derived from each of your segments.
 Our Strategy, page 3

 14.       We note your disclosure that one of your obj ectives is to strengthen your position
as “a leading provider of analog and mi xed-signal semiconductor products and
services….”  Based on the market data  you present on page 80, it appears from

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
April 9, 2010 Page 4
your historical sales that your market share of the display driver market is
approximately 4% and your market share of the power management is less than 1%.  As such, please clarify the base s on which you believe you are a leading
provider.
 Recent Changes to Our Business, page 4

 15.       Refer to the second bullet.  Clarify how your debt was reduced.  It also appears
that you retired approximately $149 million of Series B convertible redeemable
preferred units in connecti on with your reorganizati on.  Please disclose that
change as well.
 Corporate Information, page 5

 16.       It appears from your disclosure on pa ges 94 through 96 that while your board of
directors changed following the reorgani zation, your management has remained
the same.  If so, please revise  to disclose that fact.
 17. We see that prior to the closing of this offering, MagnaChip Semiconductor LLC
will convert from a Delaware limited liability company to a Delaware corporation.  We also see that in conn ection with the corporate conversion, each
common unit of MagnaChip Semiconductor LLC will be converted into an undisclosed number of shares of co mmon stock of MagnaChip Semiconductor
Corporation.  In light of the referenced  pending conversion, please tell us how the
guidance at SAB Topic 4 (C) impacts you.  Als o, tell us if you plan to present pro
forma information as of the latest balan ce sheet date that reflects the referenced
changes in your capitalization at the e ffectiveness or the close of your IPO.
 18. Please briefly describe the nature of  Avenue and its affiliated funds.
 Risk Factors, page 16

 19.       Given your disclosure on pages 29 and 120, please tell us whether you will be a
controlled company  under applicable exchange rules after this offering, and if so,
how you evaluated whether that stat us creates any material risks.
 We depend on successful . . ., page 24

 20.       Please clarify whether the silicon suppl y constraints you mention continue to
exist.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
April 9, 2010 Page 5  The enactment of legislation . . ., page 25

 21.       Please clarify the nature of the proposed  legislation and why those proposals
could have “material adverse consequences” on you.
 Our ability to compete successfully. . ., page 25

 22.       Since you appear to do a si gnificant amount of business in China, disclose that
China is one of those countries that hi storically has not protected a company's
intellectual property rights to the sa me extent as the United States.
 If our Korean subsidiary is designated . . ., page 26

 23.       We note the risks you say are presented “if” your subsidiary is designated as a
regulated business.  Clarify why you do not  know whether your subsidiary is or
will be so designated and disclose whether you currently exceed the thresholds proposed by the Decree.
 You may be unable to enforce judgments obt ained in United States . . . , page 27

 24.       Disclose whether an investor would find it difficult:

• to enforce against you, your non-U.S. o fficers and directors, and your non-
U.S. subsidiaries U.S. court judgmen ts based upon the civil liabilities
provisions of the U.S. federal securities laws in a U.S., South Korean or other
foreign court; or

• to bring an original ac tion against you and the ab ove persons to enforce
liabilities under the U.S. federal securi ties laws in a South Korean or other
foreign court.

See Item 101(g) of Regulation S-K.
 Industry and Market Data, page 33

 25.       Please tell us whether all industry data you cite in your document is publicly
available.  Also tell us whether:

• you commissioned the preparation of such data;

• the data was prepared for use in your registration statement;

• you are affiliated with th e sources of the data;

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
April 9, 2010 Page 6
• the sources of the data consented to your use of their data in this registration
statement; and

• how you confirmed that the data used in your registration statement reflects the most recent available information.  In this regard, the penultimate sentence of this section implies that you will not update the data you cite even if you
are aware the data is not the most recent and available.  If that is not correct,
please revise to eliminate that implication.
 Use of Proceeds, page 34

 26.       Expand to disclose how you intend to use the proceeds you may receive from
securities sold pursuant to the over-allotment option.
 27.       With a view toward clarified disclosure in this section, please tell us the amount
of proceeds that you will use to make paym ents to affiliates, whether through the
payments mentioned in the first bullet or the performance bonus mentioned on page 112 and in section 3.b.(ii) of Exhibit 10.27.  Ensure that the disclosure in an
appropriate section of your document fully discusses the transaction.  Refer to Item 404 of Regulation S-K.
 Dilution, page 36

 28.       Expand the paragraph following the first ta ble to clarify how the calculation you
mention would change, assuming the exerci se of the over-allotment option.  Also
expand the first and last paragraphs on pa ge 37 to explain how the numbers in the
last three columns of the tables would change, assuming exercise of the over-
allotment option.
 Selected Historical Consolidated Fi nancial and Operating Data, page 38

 29. We see that you present Adjusted EBITDA as part of your Supplemental Data and
we see your disclosure that you use Ad justed EBITDA to measure compliance
with certain covenants in your debt agreem ents. Please clarify for us if Adjusted
EBITDA, as calculated for purposes of  your debt covenants is the same
calculation as that provided on page 41.
 30. In this regard, please tell us why you excl uded the net foreign currency gain/(loss)
in your calculation of Adjusted EBIT DA. Please explain how much of this
adjustment relates to the cash impact of  foreign currency transaction gains or
losses. To the extent that this is not part of Adjusted EBITDA as calculated for purposes of your debt covenants, please tell us why you believe this exclusion is appropriate based upon the guidance in Item 10(e) of Regulation S-K and

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
April 9, 2010 Page 7
Question 102.09 of the Staff’s Non-GAAP Financial Measures Compliance and Disclosure Interpretations dated January 15, 2010.
 31. We see that you also excluded net foreign currency gain/(loss) as part of your
calculation of Adjusted Net Income (Lo ss) and you indicate portions of this
amount relate to the cash impact of foreign currency transaction gains or losses.  As it appears that this is a perfor mance measure where certain amounts may
require cash settlement, please tell us how you determined that Adjusted Net
Income (Loss), as reported, is compliant with Item 10(e) of Regulation S-K.
 Management’s Discussion and Analysis . . ., page 52

 32. We refer to your disclosure in the thir d full paragraph on page 53.  Please expand
your disclosure to more clearly explai n why you believe your business does not
require “substantial investment in le ading edge process equipment” when,
consistent with Moore’s Law, the genera l industry trend in the sectors in which
you compete is to constantly move towards smaller geometry processes, such as 90 and 65, and then 45 nanometer geometry  process technolo gies, and towards
system on chip technologies (which comb ine several of the functionalities that
you offer of separate chip s on the same chip), in order to provide more
sophisticated products, with smaller foot prints and reduced energy consumption.
Since you offer manufacturing servic es and do not outsource your own
manufacturing, please include appropriate risk factor disclosure regarding the
costs that would be involved if you were  required to upgrade your equipment in
order to remain competitive and the risk s to your business, op erating results and
financial condition if your manufact uring equipment becomes obsolete.
 33. With reference to your captive manufact uring strategy, please disclose any known
trends on the positive or ne gative effects of this strategy on the gross profit
margins of your semiconductor products as compared to those of your competitors who are fabless.
 Recent Changes to Our Business, page 54

 34. We note that in beginning in the second half of 2008 you began to take steps to
focus your business strategy, enhance your operating efficiency and improve your
cash flow and profitability.  Please provide  your potential investors with a more
meaningful description of your business improvement plan and its purpose, what
has been accomplished to date, what remains to be achieved, including any
obstacles that you expect to encounter, the expected date by which the plan will
be complete and the overall effect of th e plan on your business, operating results
and financial condition.  Please see Inte rpretative Release No. 33-8350, available
on our Web site at http://www. sec.gov/rules/interp/33-8350.htm
.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
April