-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FvYFexb0WSPUH/qgChIDVi3vCRxUGg3Cs8TcSsL+Raaao/QP9hmktCeDerV5qhMM u94BV60WhVjp+TA3GXUsDQ== 0000950144-08-002647.txt : 20080404 0000950144-08-002647.hdr.sgml : 20080404 20080404172148 ACCESSION NUMBER: 0000950144-08-002647 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080331 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080404 DATE AS OF CHANGE: 20080404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Horizon Lines, Inc. CENTRAL INDEX KEY: 0001302707 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 FISCAL YEAR END: 1224 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32627 FILM NUMBER: 08741343 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 8-K 1 g12646e8vk.htm HORIZON LINES, INC. Horizon Lines, Inc.
 

 
 
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): March 31, 2008
 
HORIZON LINES, INC.
(Exact name of registrant as specified in its Charter)
 
         
Delaware   001-32627   74-3123672
         
(State or Other Jurisdiction
of Organization)
  (Commission File Number)   (I.R.S. Employer Identification No.)
     
4064 Colony Road, Suite 200
Charlotte, North Carolina 28211
(Address of Principal Executive Offices, including Zip Code)
(704) 973-7000
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.03   Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
On March 31, 2008, Horizon Lines, Inc. (the “Company”) entered into an interest rate swap with Wachovia Bank, N.A. pursuant to a 1992 ISDA Master Agreement dated March 31, 2008, as supplemented and amended by a schedule and confirmation related thereto. The swap transaction contains customary representations and warranties and covenants.
The Company entered into the interest rate swap transaction to hedge the Company’s floating rate interest risk on up to approximately $122 million of the Company’s debt that is currently outstanding under its term loan. The notional amount decreases quarterly in tandem with the amortization of the term loan. The interest rate swap has an effective date of March 31, 2008 and a termination date of August 8, 2012.
The Company is required to make certain fixed rate payments to the counterparty calculated on an initial notional amount of approximately $122 million in exchange for receiving floating payments based on the three month LIBOR rate for the same notional amount. The interest rate swap transaction effectively fixes the annual interest rate payable on the Company’s term loan debt which may exist under the Company’s credit agreement, at 3.02% plus an applicable margin, which is currently 1.50%. The Company may enter into additional swap transactions in the future from time to time.
A copy of the press release issued by the Company regarding the interest rate swap is attached as Exhibit 99.1 and incorporated by reference herein.
Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 1, 2008, M. Mark Urbania notified the Company that he was resigning from his position as Executive Vice President, Chief Financial Officer and Assistant Secretary effective as of April 4, 2008.
On April 3, 2008, Michael T. Avara was appointed as Senior Vice President and Chief Financial Officer of the Company, effective as of April 4, 2008. Mr. Avara, 49, has served as Vice President, Investor Relations and Treasurer of the Company since March 2005 and as Treasurer of the Company from March 2004 through March 2005. Prior to working for the Company, Mr. Avara served as the Assistant Vice President of Corporate Finance at CSX Corporation from February 2002.
A copy of the press release issued by the Company regarding the resignation of Mr. Urbania and the appointment of Mr. Avara is attached as Exhibit 99.2 and incorporated by reference herein.

 


 

Item 9.01   Financial Statements and Exhibits.
         
(d)
      Exhibits
 
       
99.1
      Press release, dated April 4, 2008.
99.2
      Press release, dated April 3, 2008.
SIGNATURE
     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.
         
  HORIZON LINES, INC.
(Registrant)
 
 
Date: April 4, 2008  By:   /s/ Robert S. Zuckerman    
    Robert S. Zuckerman   
    Vice President, General Counsel and Secretary   
 

 

EX-99.1 2 g12646exv99w1.htm EXHIBIT 99.1 Exhibit 99.1
 

Exhibit 99.1
PRESS RELEASE
HORIZON LINES ENTERS INTEREST RATE SWAP
CHARLOTTE, North Carolina, April 4, 2008 — Horizon Lines, Inc. (NYSE:HRZ), today announced it has entered into an interest rate swap, which effectively converts $122 million of the company’s existing floating rate term loan debt to a fixed rate of 4.52%. The interest rate swap is effective March 31, 2008 and has a term extending through the August 8, 2012 maturity of the term loan. In addition, the notional amount of the swap will decline each calendar quarter in tandem with the amortization of the term loan. With the execution of this swap, Horizon Lines’ fixed-to-floating ratio is now 71.7% to 28.3%.
“This interest rate swap allows us to significantly reduce potential volatility in earnings and cash flows deriving from interest rates,” said Mike Avara, Senior Vice President and Chief Financial Officer. “Over the last nine months, we have been able to reduce our blended cost of debt from 8.8% to 4.6% as a result of our August 2007 refinancing and the structuring our senior credit facility borrowings to take advantage of falling interest rates. The interest rate swap locks in the lion’s share of the improvement in interest rates on a substantial portion of our debt.”
The term loan and accompanying $250 million revolving credit facility component of the senior credit facility bear interest primarily at LIBOR-based rates plus a current 1.50% spread, which ranges from 1.25% to 2.0% based on the ratio of total secured debt to EBITDA. Under the swap agreement Horizon Lines pays fixed rate interest to the swap counterparty and receives back from the swap counterparty floating rate interest based on the three month LIBOR. Horizon Lines will continue to pay floating rate interest based on the three month LIBOR under its senior credit facility, leaving the net payment of fixed rate interest.
About Horizon Lines:
Horizon Lines, Inc. is the nation’s leading domestic ocean shipping and integrated logistics company comprised of two primary operating subsidiaries. Horizon Lines, LLC operates a fleet of 21 U.S.-flag containerships and 5 port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. Horizon Logistics, LLC offers customized logistics solutions to shippers from a suite of transportation and distribution management services designed by Aero Logistics,

 


 

information technology developed by Horizon Services Group and intermodal trucking and warehousing services provided by Sea-Logix. Horizon Lines, Inc. is based in Charlotte, NC, and trades on the New York Stock Exchange under the ticker symbol HRZ.
Forward Looking Statement:
The information contained in this press release should be read in conjunction with our filings made with the Securities and Exchange Commission. This press release contains “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “projects,” “likely,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements.
All forward-looking statements involve risk and uncertainties. In light of these risks and uncertainties, expected results or other anticipated events or circumstances discussed in this press release might not occur. We undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. See the section entitled “Risk Factors” in our Form 10-K filed with the SEC on February 6, 2007 for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. Those factors and the other risk factors described therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences.
Media Contact:

Michael Avara
Horizon Lines, Inc.
(704) 973-7000
mavara@horizonlines.com

 

EX-99.2 3 g12646exv99w2.htm EXHIBIT 99.2 Exhibit 99.2
 

Exhibit 99.2
PRESS RELEASE
HORIZON LINES, INC. ANNOUNCES CHANGES IN SENIOR MANAGEMENT
CHARLOTTE, N.C. (April 3, 2008) Horizon Lines, Inc. (NYSE: HRZ), the nation’s leading domestic ocean shipping and integrated logistics company, announced today the promotion of Michael T. Avara to the position of Senior Vice President and Chief Financial Officer.
Mr. Avara, 49, has a strong record of leading financial organizations having spent more than 20 years in various accounting and finance roles at CSX Corporation, Sea-Land Service Inc., and Horizon Lines. Since 1999, Mr. Avara has served as Controller for Sea-Land Service and CSX Lines, Assistant VP of Corporate Finance for CSX Corporation, and most recently as Vice President, Investor Relations and Treasurer of Horizon Lines. Mr. Avara also spent three years in public accounting with Coopers & Lybrand and is a certified public accountant. Mr. Avara received both a Master of Business Administration in Finance degree and Bachelor of Arts in Accounting from Loyola College in Baltimore, Maryland.
In his new role Mr. Avara will report to Charles G. Raymond, Chairman, President and Chief Executive Officer of the Corporation and will be a member of the Company’s Executive Committee.
Mr. Avara replaces M. Mark Urbania, who is departing Horizon Lines after four years of service as the Company’s Chief Financial Officer. Mr. Urbania had previously been employed in senior finance positions with several operating units of private equity investor groups and he is leaving the Company to pursue other opportunities in this area.
“Our Executive Committee and Board of Directors are pleased to have strong financial leadership at Horizon Lines that is appropriately prepared and able to manage through this change,” said Mr. Raymond, Horizon Lines’ Chief Executive Officer. “Mike Avara brings strong leadership skills and broad financial experience to his new role and I’m excited about the opportunity for Mike to take on this additional responsibility as our Chief Financial Officer. Mark Urbania has been a strong contributor to our solid performance as we emerged from private equity ownership to public company structure. We thank him for his many contributions and wish him every success in his new pursuits.”
About Horizon Lines
Horizon Lines, Inc. is the nation’s leading domestic ocean shipping and integrated logistics company comprised of two primary operating subsidiaries. Horizon Lines, LLC, operates a fleet of 21 U.S.-flag containerships and 5 port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. Horizon Logistics, LLC, offers customized logistics solutions to shippers from a suite of transportation and distribution management services designed by Aero Logistics, information technology developed by Horizon Services

 


 

Group and intermodal trucking and warehousing services provided by Sea-Logix. Horizon Lines, Inc. is based in Charlotte, NC, and trades on the New York Stock Exchange under the ticker symbol HRZ.
Media Contact:
Gordon Forsyth
BSY Associates Inc.
(732) 817-0400 x15
Gordon@bsya.com

 

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