8-K

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): August 12, 2011

HORIZON LINES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32627	74-3123672
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS 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)

Not Applicable

(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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On August 12, 2011, Horizon Lines, Inc. (the “Company”) entered into a seventh amendment (the “Amendment”) with certain holders (the “Exchanging Holders”) of a majority of its unsecured 4.25% convertible senior notes due 2012, to the previously announced Restructuring Support Agreement, dated June 1, 2011, as amended by the First Amendment to the Restructuring Support Agreement, dated June 10, 2011, as further amended by the Second Amendment to the Restructuring Support Agreement, dated June 17, 2011, as further amended by the Third Amendment to the Restructuring Support Agreement, dated June 24, 2011, as further amended by the Fourth Amendment to the Restructuring Support Agreement, dated July 1, 2011, as further amended by the Fifth Amendment to the Restructuring Support Agreement, dated July 8, 2011, as further amended by the Sixth Amendment to the Restructuring Support Agreement, dated July 22, 2011 and as further amended by the Seventh Amendment to the Restructuring Support Agreement, dated August 5, 2011. The Amendment was entered into to extend, from August 12, 2011 to August 19, 2011, (i) the deadline by which the Company is to receive subscription commitments from the Exchanging Holders and (ii) the Exchanging Holders’ and the Company’s continued support for the recapitalization and to allow the parties to discuss certain modifications to the terms of the recapitalization.

The foregoing summary of the Amendment does not purport to be complete and is subject to and qualified in its entirety by the full text of the form of Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	Form of Eighth Amendment to Restructuring Support Agreement, dated August 12, 2011.

SIGNATURES

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.
Date: August 15, 2011	By:	/s/ Michael T. Avara
		Name: Michael T. Avara
		Title:   Executive Vice President and             Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Form of Eighth Amendment to Restructuring Support Agreement, dated August 12, 2011.

EX-10.1

Exhibit 10.1

EIGHTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

This EIGHTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”), dated as of August 12, 2011, is by and between Horizon Lines, Inc. (the “Parent”), a corporation duly organized and existing under the laws of the State of Delaware, and all of its subsidiaries and any successors thereto (collectively with the Parent, the “Company”) and the holder set forth on the signature page (the “Exchanging Holder”) to the Amendment (as hereinafter defined) of the 4.25% convertible senior notes due 2012 (the “Notes”) issued under the Indenture, dated as of August 8, 2007 (as amended, supplemented, or modified from time to time, the “Indenture”), by and between the Parent, as issuer, and The Bank of New York Trust Company, N.A., as Trustee, in the aggregate principal amount of $330,000,000.00. The Exchanging Holder, the Company, and each other person that becomes a party hereto in accordance with the terms hereof shall be referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms not herein defined shall have the meanings set forth in the RSA (as defined below). References herein to percentage of Exchanging Holders refer to the principal amount of the Notes held by such Exchanging Holders.

RECITALS

WHEREAS, the Company and the Exchanging Holder are parties to that certain Restructuring Support Agreement, dated as of June 1, 2011, as amended by the First Amendment to Restructuring Support Agreement (the “First Amendment”), dated as of June 10, 2011, the Second Amendment to Restructuring Support Agreement (the “Second Amendment”), dated as of June 17, 2011, the Third Amendment to Restructuring Support Agreement (the “Third Amendment”), dated as of June 24, 2011, the Fourth Amendment to Restructuring Support Agreement (the “Fourth Amendment”), dated as of July 1, 2011, the Fifth Amendment to Restructuring Support Agreement (the “Fifth Amendment”), dated as of July 8, 2011, the Sixth Amendment to Restructuring Support Agreement (the “Sixth Amendment”), dated as of July 22, 2011, and the Seventh Amendment to Restructuring Support Agreement (the “Seventh Amendment” and together with the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, and the Sixth Amendment, the “Previous Amendments”), dated as of August 5, 2011 (as so amended modified, or supplemented from time to time, the “RSA”); and

WHEREAS, the Parties have agreed to further amend the RSA in accordance with and subject to the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

1. Amendments to the RSA.

1.1 Section 3(b)(i) of the RSA is hereby amended by deleting the reference to “August 12, 2011” and inserting in lieu thereof the reference to “August 19, 2011.”

1.2 The last paragraph of Section 3 of the RSA is hereby amended by deleting the reference to “August 12, 2011” and inserting in lieu thereof the reference to “August 19, 2011.”

1.3 Section 4(b) of the RSA is hereby amended by deleting the reference to “August 12, 2011” and inserting in lieu thereof the reference to “August 19, 2011.”

1.4 Section 5.1(d) of the RSA is hereby amended by deleting the reference to “August 12, 2011” and inserting in lieu thereof the reference to “August 19, 2011.”

1.5 Section 5.2(b) of the RSA is hereby amended by deleting the reference to “August 12, 2011” and inserting in lieu thereof the reference to “August 19, 2011.”

2. Effectiveness. This Amendment will be effective and binding upon the Company and the undersigned Exchanging Holder as of the date (the “Amendment Effective Date”) on which: (i) the Company shall have executed and delivered counterpart signature pages of this Amendment to counsel to the Exchanging Holder and (ii) at least two-thirds of the Exchanging Holders shall have executed and delivered counterpart signature pages of this Amendment to counsel to the Company.

3. Representations and Warranties. Each Party hereby represents and warrants that as of the Amendment Effective Date, the representations and warranties contained in Section 8 of the RSA are true and current in all material respects on and as of Amendment Effective Date (and after giving pro forma effect to the Transactions) to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

4. Effect Upon RSA. Except as specifically set forth herein, the RSA shall remain in full force and effect and is hereby ratified and confirmed. The Parties hereto specifically acknowledge and agree that the RSA, as hereby amended, is in full force and effect in accordance with its respective terms and has not been modified, except pursuant to the Previous Amendments and this Amendment. This Amendment shall be deemed to be Definitive Documentation for all purposes under and in connection with the RSA and the other Definitive Documentation and shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. All references to the “RSA” in the Definitive Documentation shall mean and refer to the RSA, as modified by this Amendment.

5. Counterparts. This Amendment may be executed in one or more counterparts, each of which, when so executed, shall constitute the same instrument and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (.pdf).

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6. Headings. The headings of the sections, paragraphs and subsections of this Amendment are inserted for convenience only and shall not affect the interpretation hereof.

7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction.

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IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

HORIZON LINES, INC.
By:
	Name:
	Title:
HORIZON LINES HOLDING CORP.
By:
	Name:
	Title:
HORIZON LINES, LLC
By:
	Name:
	Title:
HORIZON LINES OF PUERTO RICO, INC.
By:
	Name:
	Title:
HAWAII STEVEDORES, INC.
By:
	Name:
	Title:

Signature Page to Eighth Amendment to Restructuring

Support Agreement

4

HORIZON LOGISTICS, LLC
By:
	Name:
	Title:
H-L DISTRIBUTION SERVICE, LLC
By:
	Name:
	Title:
HORIZON LINES OF ALASKA, LLC
By:
	Name:
	Title:
HORIZON LINES OF GUAM, LLC
By:
	Name:
	Title:
HORIZON LINES VESSELS, LLC
By:
	Name:
	Title:

Signature Page to Eighth Amendment to Restructuring

Support Agreement

5

SEA-LOGIX, LLC
By:
	Name:
	Title:
AERO LOGISTICS, LLC
By:
	Name:
	Title:
HORIZON SERVICES GROUP, LLC
By:
	Name:
	Title:

Signature Page to Eighth Amendment to Restructuring

Support Agreement

6

EXCHANGING HOLDER:
[INSERT NAME OF EXCHANGING HOLDER]
By:
	Name:
	Title:

Signature Page to Eighth Amendment to Restructuring

Support Agreement

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