0000950142-12-001527.txt : 20120711 0000950142-12-001527.hdr.sgml : 20120711 20120711145820 ACCESSION NUMBER: 0000950142-12-001527 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120711 DATE AS OF CHANGE: 20120711 GROUP MEMBERS: BEACH POINT CAPITAL MANAGEMENT LP GROUP MEMBERS: BEACH POINT GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Horizon Lines, Inc. CENTRAL INDEX KEY: 0001302707 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81081 FILM NUMBER: 12957706 BUSINESS ADDRESS: STREET 1: 4064 COLONY ROAD STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 704-973-7000 MAIL ADDRESS: STREET 1: 4064 COLONY ROAD STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: H Lines Holding Corp DATE OF NAME CHANGE: 20040909 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Beach Point GP LLC CENTRAL INDEX KEY: 0001455152 IRS NUMBER: 800242130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11755 WILSHIRE BOULEVARD STREET 2: SUITE 1400 CITY: LOS ANGELES STATE: X1 ZIP: 90025 BUSINESS PHONE: (310) 996-9700 MAIL ADDRESS: STREET 1: 11755 WILSHIRE BOULEVARD STREET 2: SUITE 1400 CITY: LOS ANGELES STATE: X1 ZIP: 90025 SC 13G/A 1 eh1200875_13ga-horizonbpc.htm AMENDMENT NO. 1 eh1200875_13ga-horizonbpc.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. 1)
 
HORIZON LINES, INC.
(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
 
      44044K101      
(CUSIP Number)
 
                         July 3, 2012                       
(Date of Event Which Requires Filing
of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
ý
Rule 13d-1(b)
   
¨
Rule 13d-1(c)
   
¨
Rule 13d-1(d)
 
*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)
 
(Page 1 of 10 Pages)
 
 
 
 
 
CUSIP No. 44044K101
 13G
Page 2 of 10 Pages
 
 
1
NAME OF REPORTING PERSON
 
Beach Point Capital Management LP (“Beach Point Capital”)
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,956,413 **see Note 1**
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,956,413 **see Note 1**
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,956,413 **see Note 1**
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.33%
  
12
TYPE OF REPORTING PERSON
 
IA
  

 
 
 

 
CUSIP No. 44044K101
 13G
Page 3 of 10 Pages
 
 
1
NAME OF REPORTING PERSON
 
Beach Point GP LLC (“Beach Point GP”)
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,956,413 **see Note 1**
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,956,413 **see Note 1**
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,956,413 **see Note 1**
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
12.33%
  
12
TYPE OF REPORTING PERSON
 
HC
  

 
 
 
 
CUSIP No. 44044K101
 13G
Page 4 of 10 Pages
 
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.

 
(a)
Name of Person Filing:

 
Beach Point Capital Management LP (“Beach Point Capital”)
 
Beach Point GP LLC (“Beach Point GP”)

(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 Captial
Delaware
Beach Point GP
Delaware
 
 
 
(d)
Title of Class of Securities:  Common Stock, par value $0.01 per share (the “Common Stock”)

(e)          CUSIP Number:  44044K101
 
ITEM 3.
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:

 
d.
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).
 
 
 
 
 
 
CUSIP No. 44044K101
 13G
Page 5 of 10 Pages
 
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:

3,956,413 by each of Beach Point Capital and Beach Point GP **see Note 1**

(b)           Percent of class:
 
12.33% by each of Beach Point Capital and Beach Point GP

The percent of class is based on 32,082,256 shares of Common Stock outstanding as of July 3, 2012, based on information provided by Horizon.
 
The Common Stock reported as beneficially owned by Beach Point Capital and Beach Point GP (collectively, “Beach Point”) in this Schedule 13G includes shares of Common Stock held by certain clients of Beach Point (the “Clients”).

(c)      Number of shares as to which the person has:

(i)
Sole power to vote or to direct the vote:
   
 
0
   
(ii)
Shared power to vote or to direct the vote:
   
 
3,956,413 by each of Beach Point Capital and Beach Point GP **see Note 1**
   
(iii)
Sole power to dispose or to direct the disposition of:
   
 
0
   
(iv)
Shared power to dispose or to direct the disposition of:
   
 
3,956,413 by each of Beach Point Capital and Beach Point GP **see Note 1**
 
 
 
 
 
CUSIP No. 44044K101
 13G
Page 6 of 10 Pages
 

**  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.  None of the Clients has 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.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

See Exhibit I
 
ITEM 8.               Identification and Classification of Members of the Group

Not applicable
 
 
 
 
 
CUSIP No. 44044K101
 13G
Page 7 of 10 Pages
  
 

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
 13G
Page 8 of 10 Pages
 
 
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:  July 11, 2012
BEACH POINT CAPITAL MANAGEMENT LP
  
     
     
By:
/s/ Lawrence M. Goldman
  
 
Name:  Lawrence M. Goldman
  
 
Title:  Chief Administrative Officer and General Counsel
  
     
     
BEACH POINT GP LLC
  
     
     
By:
/s/ Lawrence M. Goldman
  
 
Name:  Lawrence M. Goldman
  
 
Title:  Chief Administrative Officer and General Counsel
  

 
 
 
 
CUSIP No. 44044K101
 13G
Page 9 of 10 Pages
 
 
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 (as previously filed)
 
 
 
 
 
 
CUSIP No. 44044K101
 13G
Page 10 of 10 Pages
 


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.