iPayment, Inc.
iPayment Holdings, Inc.
40 Burton Hills Boulevard, Suite 415
Nashville, Tennessee 37215
December 20, 2011
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | iPayment, Inc., iPayment Holdings, Inc., et al. | |
| Registration Statement on Form S-4 | ||
| (File No. 333-177233) |
Ladies and Gentlemen:
iPayment, Inc. (“iPayment”), iPayment Holdings, Inc. (“Holdings” and, together with iPayment, the “Companies”) and the guarantors referenced in the Registration Statement (the “Guarantors” and, together with the Companies, the “Registrants”), respectfully request, pursuant to Rule 461 of the Securities Act of 1933, as amended, that the United States Securities and Exchange Commission (the “Commission”) take such action as is necessary to accelerate the effective date of the Registrants’ Registration Statement on Form S-4 (File No. 333-177233), as amended (the “Registration Statement”), to 2:00 p.m. Eastern Standard Time, on December 21, 2011, or as soon as practicable thereafter. In connection with this acceleration request, the Registrants acknowledge that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrants may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please notify Nazim Zilkha of White & Case LLP at (212) 819-8998 of the effectiveness of the Registration Statement.
If you have any questions or comments regarding this letter, please do not hesitate to contact Mr. Zilkha at (212) 819-8998.
| 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 | ||
| /s/ Mark C. Monaco | ||
| By: Mark C. Monaco | ||
Title: Executive Vice President, Chief Financial Officer and Treasurer | ||
2
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, Esq., White & Case LLP
3
