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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

AI Filing Summary & Sentiment

Date
December 13, 2005
Author
s/Michael Doyle
Form
CORRESP
Company
EASYLINK SERVICES CORP (CIK 0001081661)

Letter

<PAGE> 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.

<PAGE>

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
---------------
Michael A. Doyle
Vice President, Chief Financial Officer

Show Raw Text
<DOCUMENT>
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<TEXT>
<PAGE>

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.

<PAGE>

         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
---------------
Michael A. Doyle
Vice President, Chief Financial Officer
</TEXT>
</DOCUMENT>