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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 13e-4

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Re: Horizon Lines, Inc. Exchange Offer
Incoming Letter Dated October 3, 2011

October 3, 2011

Via Facsimile (212) 446-4900 & U.S. Mail

Jason K. Zachary, Esq.
Kirkland & Ellis, LLP
601 Lexington Avenue
New York, NY 10022

Re: Exchange Offer by Horizon Lines, Inc.

Dear Mr. Zachary:

We are responding to your letter dated October 3, 2011, addressed to Michele M. Anderson and Mellissa Duru, as supplemented by telephone conversations with our staff, regarding your request for exemptive relief. To avoid having to recite or summarize the facts set forth in your letter, a copy of that letter is attached to this response. Unless otherwise noted, capitalized terms in this response have the same meaning as in your letter.

As a part of a comprehensive recapitalization plan, Horizon is conducting an exchange offer for all of its outstanding 2012 Convertible Notes and a related consent solicitation. Based on the representations in your letter but without necessarily concurring in your analysis, the United States Securities and Exchange Commission hereby grants an exemption from Rule 13e-4(f)(8)(ii) under the Exchange Act to permit Horizon to offer warrants or redemption notes in lieu of shares of Horizon common stock to noteholders who fail to validly certify that they are U.S. citizens or who are not U.S. citizens. Horizon will offer warrants and/or redemption notes on a pro rata basis if and to the extent the issuance of shares of Horizon common stock would cause non-U.S. citizens to beneficially own, individually, or in the aggregate more than 19.9% of Horizon common stock. The exemption from Rule 13e-4(f)(8)(ii) is granted solely to allow Horizon to conduct the exchange offer in a manner that will result in compliance with the Jones Act and the related amended and restated certificate of incorporation of the company, which restrict the percentage of equity ownership of Horizon that may be held by non-U.S. citizens.

The foregoing exemption is based solely on the representations and the facts presented in your letter dated October 3, 2011, as supplemented by telephone conversations with the staff and correspondence in connection with the Form S-4 filing. The relief provided above is strictly limited to the application of Exchange Act Rule 13e-4(f)(8)(ii) to this transaction. You should discontinue this transaction pending further consultations with the staff if there is a change in any of the facts or representations set forth in your request letter.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 and Rule 14e-3 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in the exchange offer. The Division of Corporation Finance expresses no view with respect to any other questions that the exchange offer may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the exchange offer.


For the Division of Corporation Finance,
Michele M. Anderson
Chief, Office of Mergers & Acquisitions
Division of Corporation Finance

Incoming Letters:

The Incoming Letters are in Acrobat format.



Modified: 10/06/2011