UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 19, 2014 (December 18, 2014)

iPayment Holdings, Inc.

iPayment, Inc.

(Exact Name of Registrant as Specified in Its Charter)


333-177233-19 000-50280		20-4777880 62-1847043
(Commission File Number)		(IRS Employer Identification No.)

Delaware Delaware
(State or Other Jurisdiction of Incorporation)

Tower 56, 126 East 56th Street 33rd Floor New York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)

(212) 802-7200

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

Amendment No. 2 to Exchange Offer Support Agreement

On December 19, 2014, iPayment Holdings, Inc. (“Holdco”) and iPayment, Inc. (“Opco” and, together with Holdco, the “Companies”) issued a press release announcing (i) Amendment No. 2 to the Exchange Offer Support Agreement governing the Companies’ previously announced exchange offers and consent solicitations (together, the “Offers”) relating to Holdco’s 15.00%/15.00% Senior Notes due 2018 and Opco’s 10.25% Senior Notes due 2018 (“Opco Notes”), pursuant to which the percentage of the aggregate principal amount of outstanding Opco Notes required to be validly tendered for exchange in order to complete the Offers was lowered from 95% to 93.60% and (ii) an extension of the expiration time of the Offers and an amendment to the Opco Note tender condition of the Offers. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1

Press Release, dated December 19, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	IPAYMENT HOLDINGS, INC.

	By:	/s/ Mark C. Monaco
	Name:	Mark C. Monaco
	Title:	Executive Vice President, Chief Financial Officer, Treasurer and Director of iPayment Holdings, Inc.

Date: December 19, 2014

	IPAYMENT, INC.

	By:	/s/ Mark C. Monaco
	Name:	Mark C. Monaco
	Title:	Executive Vice President, Chief Financial Officer, Treasurer and Director of iPayment, Inc.

Date: December 19, 2014

iPayment Holdings, Inc 8-K