SEC Company Response from EASYLINK SERVICES CORP (CIK 0001081661) — Dec 14, 2005
EASYLINK SERVICES CORP (CIK 0001081661)
Date: Dec. 14, 2005 · CIK: 0001081661 · Accession: 0001125282-05-006517
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December 13, 2005
Mr. Jorge Bonilla
Senior Staff Accountant
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: EASYLINK SERVICES CORPORATION
FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2004
FORM 10-Q FOR FISCAL QUARTER ENDED MARCH 31, 2005
FILE NO. 0-26371
Dear Mr. Bonilla:
This letter is in response to the additional comment included in your November
30th letter concerning the Securities and Exchange Commission filing noted above
for EasyLink Services Corporation and our initial response to you on September
30, 2005. In responding to your comments the Company acknowledges that:
o The Company is responsible for the adequacy and accuracy of the
disclosure in the filings;
o Staff comments or changes to disclosures in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filings; and
o The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
The Company's response follow in the same order as presented in your November
30, 2005 letter.
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
NOTE 10 RELATED PARTY TRANSACTIONS, PAGE 57
1. WE NOTE YOUR RESPONSE TO OUR PREVIOUS COMMENT SIX. PLEASE TELL US WHAT
AMOUNT OF THE $54 MILLION GAIN ON DEBT RESTRUCTURING IN 2003 RELATES TO
FEDERAL PARTNERS AND GEORGE ABI ZEID. ALSO, WE NOTE THAT THIS ENTITY
AND INDIVIDUALS ARE STOCKHOLDERS OF THE COMPANY. PLEASE TELL US HOW YOU
CONSIDERED THIS RELATIONSHIP IN DETERMINING THAT GAIN RECOGNITION
RATHER THAN CAPITAL CONTRIBUTION WAS APPROPRIATE.
Of the total $54 million gain resulting from the 2003 debt
restructuring, $6.4 million (11.8%) relates to Federal Partners and
George Abi Zeid. Of the $6.4 million, $3.8 million (7.0%) of the gain
relates to Federal Partners and $2.6 million (4.8%) to George Abi Zeid.
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We believe that treatment as gain recognition rather than capital
contribution was appropriate for Federal Partners and George Abi Zeid
because the basic terms of the debt restructuring were determined
through arms length negotiations with third party creditors who were
not related parties. Federal Partners and George Abi Zeid agreed to
exchange their notes for equity on terms and conditions substantially
similar to other similarly situated third party senior debt holders
that exchanged debt for equity in the restructuring and they did not
participate in the negotiations between the Company's representatives
and these creditors. As noted above, Federal Partners and George Abi
Zeid represented only 11.8% of the total gain recognized in the 2003
debt restructuring. As a result, since the basic terms of the
restructuring were negotiated with creditors that were not related
parties and Federal Partners and George Abi Zeid agreed to exchange
their debt for equity on similar terms, we believe the economic
substance is consistent across similarly situated debt and we do not
believe it would be appropriate to treat the exchange of their debt
differently than the debt exchanged by other creditors.
Please contact me at 732-652-3792 if you have any questions on our responses or
if you have any additional comments.
Sincerely,
s/Michael Doyle
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Michael A. Doyle
Vice President, Chief Financial Officer
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