0000950142-11-002052.txt : 20111219 0000950142-11-002052.hdr.sgml : 20111219 20111219152200 ACCESSION NUMBER: 0000950142-11-002052 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111219 DATE AS OF CHANGE: 20111219 GROUP MEMBERS: BEACH POINT ADVISORS LLC GROUP MEMBERS: BEACH POINT SCF I LP GROUP MEMBERS: BPC OPPORTUNITIES FUND GP LP GROUP MEMBERS: BPC OPPORTUNITIES FUND LP 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-81081 FILM NUMBER: 111269126 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 SCF I LP CENTRAL INDEX KEY: 0001514350 IRS NUMBER: 274792372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1620 26TH STREET STREET 2: SUITE 6000N CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 3109969700 MAIL ADDRESS: STREET 1: 1620 26TH STREET STREET 2: SUITE 6000N CITY: SANTA MONICA STATE: CA ZIP: 90404 SC 13G 1 eh1100904_13g-horizon.htm SCHEDULE 13G eh1100904_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:
 
¨
Rule 13d-1(b)
   
ý
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).
 
 
 
 
 
 
 

CUSIP No. 44044K101
 13G
Page 2 of 12 Pages
 
 
1
NAME OF REPORTING PERSON
 
Beach Point SCF I LP
  
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
 
376,270
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
376,270
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
376,270
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
14.55%
  
12
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 
 
CUSIP No. 44044K101
 13G
Page 3 of 12 Pages
 
 
1
NAME OF REPORTING PERSON
 
Beach Point Advisors LLC
  
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
 
376,270 (see Note 1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
376,270 (see Note 1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
376,270
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
14.55%
  
12
TYPE OF REPORTING PERSON
 
HC
  
 

 
 
 
 

 
CUSIP No. 44044K101
 13G
Page 4 of 12 Pages
 
 
1
NAME OF REPORTING PERSON
 
BPC Opportunities Fund LP
  
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
 
264,138
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
264,138
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
264,138
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.63%
  
12
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 
 
CUSIP No. 44044K101
 13G
Page 5 of 12 Pages
 
 
1
NAME OF REPORTING PERSON
 
BPC Opportunities Fund GP LP
  
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
 
264,138 (see Note 1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
264,138 (see Note 1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
264,138
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.63%
  
12
TYPE OF REPORTING PERSON
 
HC
  
 
 
 

 
 
 
 
CUSIP No. 44044K101
 13G
Page 6 of 12 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 SCF I LP (“Beach Point SCF”)
Beach Point Advisors LLC (“Beach Point Advisors”)
BPC Opportunities Fund LP (“Beach Point Opportunities”)
BPC Opportunities Fund GP LP (“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 SCF
Delaware
Beach Point Advisors
Delaware
Beach Point Opportunities
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:
 
Not applicable.
 
 

 
 
 
 
CUSIP No. 44044K101
 13G
Page 7 of 12 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:
 
376,270 by each of Beach Point SCF and Beach Point Advisors (see Note 1)
264,138 by each of Beach Point Opportunities and Beach Point GP (see Note 1)
 
(b)           Percent of class:
 
 
14.55% by each of Beach Point SCF and Beach Point Advisors
 
10.63% by each of Beach Point Opportunities and Beach Point GP
 
The percent of class is based on 2,246,646 shares of Common Stock outstanding as of December 7, 2011, which reflects 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.
 
The Common Stock reported as beneficially owned by Beach Point SCF and Beach Point Opportunities (collectively, the “Funds”) in this Schedule 13G includes (i) shares of Common Stock held by the Funds, (ii) shares of Common Stock issuable to the Funds upon conversion of Horizon’s 6.00% Series A Convertible Senior Secured Notes due 2017, and (iii) shares of Common Stock issuable to the Funds upon the first mandatory conversion of Horizon’s 6.00% Series B Convertible Senior Secured Notes due 2017.
 
(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:
 
376,270 by each of Beach Point SCF and Beach Point Advisors (see Note 1)
264,138 by each of Beach Point Opportunities and Beach Point GP (see Note 1)
 
(iii)     Sole power to dispose or to direct the disposition of:
 
0
 
 
 
 
 
 
 
CUSIP No. 44044K101
 13G
Page 8 of 12 Pages
 
 
(iv)    Shared power to dispose or to direct the disposition of:
 
376,270 by each of Beach Point SCF and Beach Point Advisors (see Note 1)
264,138 by each of Beach Point Opportunities and Beach Point GP (see Note 1)
 
 
** Note 1 * *
Beach Point Advisors is the sole general partner of Beach Point SCF.  As a result, Beach Point Advisors may be deemed to share beneficial ownership of the shares of Common Stock of Horizon held by Beach Point SCF.  Beach Point Advisors disclaims beneficial ownership of such securities.    
 
Beach Point GP is the sole general partner of Beach Point Opportunities.  As a result, Beach Point GP may be deemed to share beneficial ownership of the shares of Common Stock of  Horizon held by Beach Point Opportunities.  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
 
Not applicable.
 
ITEM 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
Not applicable.
 
ITEM 8.                  Identification and Classification of Members of the Group
 
Not applicable
 
 
 
 
 

 
CUSIP No. 44044K101
 13G
Page 9 of 12 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 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 10 of 12 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:  December 19, 2011
 
BEACH POINT SCF I LP
  
     
By: Beach Point Advisors LLC, its general partner  
     
By:
 /s/ Lawrence M. Goldman   
Name:
 Lawrence M. Goldman  
Title:
Chief Administrative Officer and General Counsel
  
     
   
BEACH POINT ADVISORS LLC
  
     
     
By:
 /s/ Lawrence M. Goldman  
Name:
 Lawrence M. Goldman  
Title:
Chief Administrative Officer and General Counsel
  
   
   
BPC OPPORTUNITIES FUND LP
  
     
By: BPC Opportunities Fund GP LP, its general partner  
     
By:
/s/ Lawrence M. Goldman
  
Name:
Lawrence M. Goldman
  
Title:
Chief Administrative Officer and General Counsel
  
     
     
BPC OPPORTUNITIES FUND GP LP
  
     
     
By:
 /s/ Lawrence M. Goldman  
Name:
 Lawrence M. Goldman  
Title:
Chief Administrative Officer and General Counsel
  
 

 
 
 
 
 
CUSIP No. 44044K101
 13G
Page 11 of 12 Pages
 

EXHIBIT INDEX
 

Exhibit I   -   Joint Filing Agreement
 

 
 
 
 

 
CUSIP No. 44044K101
 13G
Page 12 of 12 Pages
 
EXHIBIT I
 
Joint Filing Agreement
 
THIS JOINT FILING AGREEMENT is entered into as of December 19, 2011,  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 SCF I LP
  
     
By: Beach Point Advisors LLC, its general partner  
     
By:
 /s/ Lawrence M. Goldman   
Name:
 Lawrence M. Goldman  
Title:
Chief Administrative Officer and General Counsel
  
     
   
BEACH POINT ADVISORS LLC
  
     
     
By:
 /s/ Lawrence M. Goldman  
Name:
 Lawrence M. Goldman  
Title:
Chief Administrative Officer and General Counsel
  
   
   
BPC OPPORTUNITIES FUND LP
  
     
By: BPC Opportunities Fund GP LP, its general partner  
     
By:
/s/ Lawrence M. Goldman
  
Name:
Lawrence M. Goldman
  
Title:
Chief Administrative Officer and General Counsel
  
     
     
BPC OPPORTUNITIES FUND GP LP
  
     
     
By:
 /s/ Lawrence M. Goldman  
Name:
 Lawrence M. Goldman  
Title:
Chief Administrative Officer and General Counsel