eh1200129_13g-horizon.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Information to be included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to Rule 13d-2
(Amendment No. __)
HORIZON LINES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
44044K101
(CUSIP Number)
December 7, 2011
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d
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¨
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Rule 13d
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¨
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Rule 13d
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
CUSIP No. 44044K101
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13G |
Page 2 of 11 Pages
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1
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NAME OF REPORTING PERSON
Beach Point Capital Management LP (“Beach Point Capital”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 44044K101
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13G |
Page 3 of 11 Pages
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1
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NAME OF REPORTING PERSON
Beach Point GP LLC (“Beach Point GP”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON
HC
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CUSIP No. 44044K101
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13G |
Page 4 of 11 Pages
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ITEM 1.
(a) Name of Issuer: Horizon Lines, Inc. (“Horizon”)
(b) Address of Issuer’s Principal Executive Offices:
4064 Colony Road, Suite 200
Charlotte, North Carolina 28211
ITEM 2.
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(a)
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Name of Person Filing:
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Beach Point Capital Management LP (“Beach Point Capital”)
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Beach Point GP LLC (“Beach Point GP”)
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(b) Address of Principal Business Office:
c/o Beach Point Capital Management LP
1620 26th Street
Suite 6000N
Santa Monica, California 90404
(c) Citizenship:
Beach Point Capital
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Delaware
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Beach Point GP
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Delaware
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(d)
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Title of Class of Securities: Common Stock, par value $0.01 per share (the “Common Stock”)
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(e) CUSIP Number: 44044K101
ITEM 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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d.
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Beach Point Capital is an investment adviser under Section 203 of the Investment Advisers Act of 1940 and Beach Point GP is a parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G).
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CUSIP No. 44044K101
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13G |
Page 5 of 11 Pages
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ITEM 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
1,065,412 by each of Beach Point Capital and Beach Point GP**see Note 1**
(b) Percent of class:
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32.67% by each of Beach Point Capital and Beach Point GP
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The percent of class is based on 3,261,485 shares of Common Stock outstanding as of January 5, 2012, which reflects (i) a 1-for-25 reverse stock split effected by an amendment, dated December 7, 2011, to Horizon’s Amended and Restated Certificate of Incorporation filed as Exhibit 3.1 to Horizon’s Form 8-K filed on December 13, 2011 and (ii) the first mandatory conversion of Horizon’s 6.00% Series B Convertible Senior Secured Notes due 2017 on January 5, 2012.
The Common Stock reported as beneficially owned by Beach Point Capital and Beach Point GP (collectively, “Beach Point”) in this Schedule 13G includes (i) shares of Common Stock held by certain clients of Beach Point (the “Clients”) and (ii) shares of Common Stock issuable to the Clients upon conversion of Horizon’s 6.00% Series A Convertible Senior Secured Notes due 2017.
(c) Number of shares as to which the person has:
(i)
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Sole power to vote or to direct the vote:
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0
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(ii)
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Shared power to vote or to direct the vote:
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1,065,412 by each of Beach Point Capital and Beach Point GP**see Note 1**
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(iii)
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Sole power to dispose or to direct the disposition of:
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0
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CUSIP No. 44044K101
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13G |
Page 5 of 11 Pages
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(iv)
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Shared power to dispose or to direct the disposition of:
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1,065,412 by each of Beach Point Capital and Beach Point GP**see Note 1**
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** Note 1**
Beach Point Capital, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, furnishes investment advice to the Clients. In its role as investment adviser, Beach Point Capital possesses voting and investment power over the shares of Common Stock of the Horizon described in this schedule that are owned by the Clients, and may be deemed to be the beneficial owner of the shares of Common Stock of Horizon held by the Clients. However, all securities reported in this schedule are owned by the Clients. Beach Point Capital disclaims beneficial ownership of such securities.
Beach Point GP is the sole general partner of Beach Point Capital. As a result, Beach Point GP may be deemed to share beneficial ownership of the shares of Common Stock of Horizon held by the Clients. Beach Point GP disclaims beneficial ownership of such securities.
ITEM 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person
While Beach Point Capital and Beach Point GP may each be deemed the beneficial owner of the shares of Common Stock of the Issuer, each of the reporting persons is the beneficial owner of such stock on behalf of the Clients who have the right to receive and the power to direct the receipt of dividends from, or the proceeds of the sale of, such Common Stock. Three of the Clients, BPC Opportunities Fund LP, Beach Point SCF I LP and Virginia Retirement System, each have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Common Stock of the Issuer.
ITEM 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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See Exhibit I
CUSIP No. 44044K101
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13G |
Page 7 of 11 Pages
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ITEM 8. Identification and Classification of Members of the Group
Not applicable
ITEM 9. Notice of Dissolution of Group
Not applicable
ITEM 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. 44044K101
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13G |
Page 8 of 11 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 10, 2012
BEACH POINT CAPITAL MANAGEMENT LP
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By:
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/s/ Lawrence M. Goldman
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Name: Lawrence M. Goldman
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Title: Chief Administrative Officer and General Counsel
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BEACH POINT GP LLC
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By:
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/s/ Lawrence M. Goldman
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Name: Lawrence M. Goldman
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Title: Chief Administrative Officer and General Counsel
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CUSIP No. 44044K101
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13G |
Page 9 of 11 Pages
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EXHIBIT INDEX
Exhibit I - Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Exhibit II - Joint Filing Agreement
CUSIP No. 44044K101
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13G |
Page 10 of 11 Pages
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EXHIBIT I
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Beach Point GP LLC is the sole general partner and therefore control person of Beach Point Capital Management LP, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.
CUSIP No. 44044K101
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13G |
Page 11 of 11 Pages
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EXHIBIT II
Joint Filing Agreement
THIS JOINT FILING AGREEMENT is entered into as of January 10, 2012, by and among the parties signatories hereto. The undersigned hereby agree that the Statement on Schedule 13G with respect to the shares of Common Stock, par value $0.01 per share, of Horizon Lines, Inc. is, and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.
BEACH POINT CAPITAL MANAGEMENT LP
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By:
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/s/ Lawrence M. Goldman
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Name: Lawrence M. Goldman
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Title: Chief Administrative Officer and General Counsel
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BEACH POINT GP LLC
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By:
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/s/ Lawrence M. Goldman
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Name: Lawrence M. Goldman
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Title: Chief Administrative Officer and General Counsel
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