iPayment, Inc.
iPayment Holdings, Inc.
40 Burton Hills Boulevard, Suite 415
Nashville, TN 37215
November 23, 2011
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Ms. Maryse Mills-Apenteng
| Re: | iPayment, Inc., iPayment Holdings, Inc., et al. |
Registration Statement on Form S-4 filed October 11, 2011
(File No: 333-177233)
Dear Mr. Kim and Ms. Mills-Apenteng:
On behalf of iPayment, Inc. and iPayment Holdings, Inc. (the “Companies”) and the guarantors referenced in the Registration Statement (the “Guarantors” and, together with the Companies, the “Registrants”), this letter responds to the letter of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated November 7, 2011, setting forth comments to the Registration Statement (the “Registration Statement”) on Form S-4 filed with the Commission on October 11, 2011 (the “Comment Letter”). We are filing concurrently with this letter Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which reflects revisions in response to the Staff’s comments.
Set forth below are our responses to the comments contained in the Comment Letter. For ease of reference, each comment contained in the Comment Letter is printed below in bold text and is followed by our response.
General
| 1. | We have received your request for confidential treatment and will respond under separate cover. Please note that comments relating to the confidential treatment request must be resolved prior to the desired effective date of the Form S-4. |
Response:
We respectfully acknowledge the Staff’s comment.
United States Securities and Exchange Commission
November 23, 2011
Page 2
| 2. | We note that you are registering the 10.25% Senior Notes due 2018 and the 15.00%/15.00% Senior Notes due 2018 in reliance on our position enunciated inExxon Capital Holdings Corp., SEC No-Action Letter (May 13, 1988).SeealsoMorgan Stanley & Co., SEC No-Action Letter (June 5, 1991) andShearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in theMorgan Stanley andShearman & Sterling no-action letters. |
Response:
In response to the Staff’s comment, we have filed the above-requested supplemental letter via EDGAR submission today.
Undertakings, page II-8
| 3. | Please revise this section to include the undertakings required by Items 512(a)(5) and (6) of Regulation S-K, as they appear to apply to your transaction. |
Response:
In response to the Staff’s comment, we have included the undertakings required by Items 512(a)(5) and (6) of Regulation S-K in Amendment No. 1.
Exhibit 5.1
| 4. | We note the limiting statement on page 4 indicating that the opinions are based upon “only these statutes, rules and regulations….” It appears that the legality opinions should be revised to clarify that they are based on reported judicial decisions in addition to the referenced statutes, rules and regulations. Please refer to Staff Legal Bulletin No. 19 at Section II.B.3.c (October 14, 2011) for guidance and revise or advise. |
Response:
In response to the Staff’s comment, we have filed as Exhibit 5.1 to Amendment No. 1 a revised opinion of counsel that incorporates the Staff’s comment.
Signatures
| 5. | For iPayment Holdings, Inc. and for each co-registrant, please revise to indicate that the controller or principal accounting officer has signed the registration statement. In addition, confirm that you have included the signatures of at least a majority of the board of directors for each co-registrant or revise as appropriate. See Instruction 1 to Signatures on Form S-4. |
United States Securities and Exchange Commission
November 23, 2011
Page 3
Response:
In response to the Staff’s comment, we have revised the signature blocks in Amendment No. 1 to indicate that the controller or principal accounting officer has signed the Registration Statement. We respectfully confirm that the signatures of at least a majority of the board of directors for each co-registrant have been included in the Registration Statement.
* * *
Please do not hesitate to contact Nazim Zilkha of White & Case LLP at (212) 819-8998 with any questions or comments regarding this letter.
| | |
| Very truly yours, |
|
| IPAYMENT, INC. |
| |
| By: | | /s/ Mark C. Monaco |
| Name: | | Mark C. Monaco |
| Title: | | Executive Vice President, Chief Financial Officer and Treasurer |
| | |
| IPAYMENT HOLDINGS, INC. |
| |
| By: | | /s/ Mark C. Monaco |
| Name: | | Mark C. Monaco |
| Title: | | Executive Vice President, Chief Financial Officer and Treasurer |
| | |
| IPMT TRANSPORT, LLC |
| |
| By: | | /s/ Mark C. Monaco |
| Name: | | Mark C. Monaco |
| Title: | | Treasurer and Secretary |
| | |
| IADVANTAGE, LLC |
| |
| By: | | /s/ Mark C. Monaco |
| Name: | | Mark C. Monaco |
| Title: | | Secretary |
| | | | |
IFUNDS CASH SOLUTIONS, LLC IPAYMENT ACQUISITION SUB LLC |
| | By: iPayment, Inc., as Sole Member |
United States Securities and Exchange Commission
November 23, 2011
Page 4
| | | | |
| | /s/ Mark C. Monaco |
| | By: | | Mark C. Monaco |
| | Title: | | Executive Vice President, Chief Financial Officer and Treasurer |
| | |
1st NATIONAL PROCESSING, INC. CAMBRIDGE ACQUISITION SUB, LLC CARDPAYMENT SOLUTIONS, L.L.C. CARDSYNC PROCESSING, INC. E-COMMERCE EXCHANGE, INC. IPAYMENT OF CALIFORNIA, LLC IPAYMENT OF MAINE, INC. ISCAN SOLUTIONS, LLC NPMG ACQUISITION SUB, LLC MSC ACQUISITION SUB, LLC PCS ACQUISITION SUB, LLC ONLINE DATA CORP. QUAD CITY ACQUISITION SUB, INC. TS ACQUISITION SUB, LLC |
| |
| By: | | /s/ Mark C. Monaco |
| Name: | | Mark C. Monaco |
| Title: | | Executive Vice President, Chief Financial Officer and Treasurer |
cc: Nazim Zilkha, White & Case LLP
