SecProbe.io

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

DIVISION OF
CORPORATION FINANCE
Mail Stop 3030

        May 18, 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
Amendment No. 2 to Registrati on Statement on Form S-1
Filed May 11, 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.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.
Prospectus Summary, page 1

1.      Please tell us the reasons for the change s to the second paragraph of italicized
text.  Also tell us exactly wh en “prior to the closing of  this offering” you intend to
complete the corporate conversion.  If  you do not intend to complete that
transaction prior to effectiveness of this  registration statement, please tell us:

• Which provisions of the governing documents of MagnaChip
Semiconductor LLC permit it to issue shares of common stock;

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
May 18, 2010 Page 2
• How counsel will provide an unqualified opinion prior to effectiveness as
required by Item 601(b)(5) of Regula tion S-K as to an issuance of
common stock by a limited liability company;

• Whether you believe MagnaChip Semiconductor LLC will have a
continuing reporting obligation pursuan t to Exchange Act Section 15(d)
and your analysis supporti ng your conclusions; and

• Whether you believe you will be requ ired to comply with the proxy or
information statement rules in conne ction with the corporate conversion,
given that it appears a class of your securities will be registered pursuant
to Exchange Act Section 12.

Corporate Information, page 5

 2.    Please expand your revisions added in re sponse to prior comment 5 to clarify
whether Avenue’s “investments” also i nvolve managing and operating the issuers
of the securities it acquires.  Also revise  to highlight for investors its financial
interests in each of the transact ions mentioned in your document.
 Risk Factors, page 16

 3. We will continue to evaluate your response to prior comment 7 after you
complete the blanks in your documen t, including the table on page 135.

4.        Regarding your response to prior comment 35:

• Please tell us when you intend to file the opinion required by
Item 601(b)(8) of Regulation S-K; and

• Given your revised disclosure on pages 156 and 157, please add
appropriate risk factors regarding th e uncertain tax consequences you note
on those pages as well as the risk that  investors in this offering may be
subject to taxes.

Selected Historical Consolidated Fi nancial and Operating Data, page 40

 5. We note that you refer to certain periods as audited and certain other periods as
unaudited.  We note a similar presentation on page 41.  Since it appears that none
of the information is audited, please remove this reference.  If true, you may disclose that a particular period(s) amounts and balances were derived from
audited financial statements.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
May 18, 2010 Page 3  Unaudited Pro Forma Consolidated Financial Information, page 48

 Notes to the Unaudited Pro Forma Consolidat ed Financial Information as of March 31,
2010 and for the Three Months Ended March 31, 2010, page 53
 6. Reference is made to adjustment (1).  We see that this is a non-recurring
adjustment.  Please tell us how you determin ed that this adjust ment is directly
related to the transaction and expected to have a continuing impact.  Refer to
Rule 11-02(b)(6) of Regulation S-X.  We note that non-recurring adjustments that
Article 11 of Regulation S-X does not permitted to be reflected in pro forma income statements can be disclosed in the footnotes thereto.
 7. Reference is made to adjustments (4) and (8).  We will review pro forma earnings per share and your adjustment to refl ect the change in capitalization when
provided.
 Notes to the Unaudited Pro Forma Consolidated Financial Information for the Twelve
Month Period Ended December 31, 2009, page 55
 8. Reference is made to adjustment (1).   Please revise to provide a tabular
presentation that nets to the adjustme nt presented on you pro forma statement of
operations.
 9. Reference is made to adjustment (2).  As similarly noted above, this appears to be
a non-recurring adjustment, please tell us how you determined such adjustment was appropriate based upon Rule 11-02(b)(6) of Regulation S-X.
 Management’s Discussion and Analysis . . ., page 57

Overview, page 57

10.       Please expand your revisions added in res ponse to prior comment 11 to disclose,
if true, that the performance of your products is not necessarily dependent on
geometry, as stated in your response to prior comment 32 in your letter dated April 20, 2010.
 Liquidity and Capital Resources, page 84

 11.     Please disclose the reasons for incurring indebtedness to fund the distribution to
your unitholders.  For example, did this di stribution satisfy a contractual or other
obligation.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
May 18, 2010 Page 4  Mobile Display Solutions, page 100

 12.      Your revisions added in response to pr ior comment 16 refer only to actions you
have taken to reduce die sizes, but do not clarify how you do not also move to smaller geometry processes.  Therefore, we reissue prior comment 16.
 Customers, page 106

 13.       We note from your revisions in response to prior comment 17 that 20% and 26%
of your “net sales” were attr ibutable to LG Display.  Re vise to clarify whether the
percentage net sales to which you refer is  a percentage of your consolidated net
sales or a percentage of your net sales for your Display Solutions segment.

Directors and Executive Officers, page 109

14. Please indicate when Mr. Elkins started serv ing on the board of directors of Vertis
and Milacron.  If Mr. Elkins was elected to either of those boards in connection
with reorganizations or refinancings involving affiliates of Avenue and was
elected to those boards due to his pos ition with Avenue, please disclose.
 15. Given your response to prior comment 18, plea se revise to provide the risk factor
disclosure requested in prior commen t 54 in our letter dated April 9, 2010.
 Assessment of Risk, page 113

 16.       Please expand your revisions in response to prior comment 21 to clarify who
reached the conclusions expressed here.  For example, did management reach
those conclusions without input from your board or did you board review and
concur with management’s conclusion s following management’s assessment?

Summary Compensation Table, page 121

17. We note your revisions in response to prior comment 29.  If the $176,000
payment to Mr. Rowe was moved from the “Bonus” column to the “Salary” column, as indicated by note 11, then pl ease clarify why the numbers in those
columns did not change by $176,000.

*  *  *  *  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc. May 18, 2010 Page 5  letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
You may contact Julie Sherman at ( 202) 551-3640 or Jay Webb, at (202) 551-
3603 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoffrey Kruczek at (202) 551-3641 or me at (202) 551-3635 with any other questions.

     S i n c e r e l y ,

        T i m  B u c h m i l l e r          S e n i o r  A t t o r n e y   cc (via fax): Micheal J. Reagan, Esq.—DLA Piper LLP   Khoa D. Do, Esq.—DLA Piper LLP   Peter M. Astiz, Esq.—DLA Piper LLP