Horizon Lines Completes Transactions to Reduce Debt and Eliminate Vessel Charter Obligations
HORIZON LINES COMPLETES TRANSACTIONS TO REDUCE DEBT
AND ELIMINATE VESSEL CHARTER OBLIGATIONS
Company to File 2011 Form 10-K and Report Fourth-Quarter Financial Results Today
CHARLOTTE, NC, April 10, 2012 – Horizon Lines, Inc. (OTCQB: HRZL) today announced that it has completed transactions with more than 99% of its noteholders, and with Ship Finance International Limited (“SFL”) and certain of its subsidiaries, to substantially deleverage the Company’s balance sheet and terminate vessel charter obligations related to its discontinued trans-Pacific service.
These simultaneous transactions eliminate virtually all of the remaining $228.4 million of the Company’s 6.00% Series A and Series B Convertible Secured Notes, partially offset by the issuance of $40.0 million of debt to SFL as part of the full and final settlement of the vessel charter obligations, resulting in a net debt reduction of $188.4 million. The Company’s earnings and cash flows will be further improved by the termination of $32.0 million in annual vessel charter obligations for the five ships leased from SFL, as well as the elimination of approximately $3.0 million of annual lay-up costs for the idle vessels.
“These transactions successfully close a chapter in the history of Horizon Lines that we have been working diligently to complete for these past many months,” said Stephen H. Fraser, interim President and Chief Executive Officer. “Horizon Lines moves forward today from a stronger financial position that will enable us to better focus on customers in our core Jones Act trades and to invest in the future of our business. We greatly appreciate the support of our noteholders and SFL during the final steps of this process, and also thank our associates, customers, labor partners, and vendors for their loyalty and faith in Horizon Lines.”
Under the transactions announced today:
• Substantially all of the remaining $228.4 million of the Company’s 6.00% Series A and Series B Convertible Senior Secured Notes are being converted into stock, or warrants for non-U.S. citizens, equivalent to 83.5% of the Company’s common stock on a fully converted basis.
• Subsidiaries of SFL are releasing the Company from its remaining charter obligations, totaling $220.8 million over seven years. In exchange, the Company has provided SFL with $40.0 million in aggregate principal amount of Second Lien Senior Secured Notes due 2016 pursuant to the Indenture dated October 5, 2011, plus warrants equivalent to 10.0% of the Company’s shares outstanding on a fully converted basis upon completion of the transaction.
• Existing holders will maintain a stake of 6.5% in the Company’s stock. This includes approximately 1.4% for existing equity holders and approximately 5.1% for noteholders who received stock or warrants in the October 5, 2011 refinancing and as part of the mandatory debt-to-equity conversion on January 11, 2012. Upon completion of the transactions, the noteholders and SFL, respectively, will own stock and warrants equivalent to approximately 88.6% and 10.0%, of the Company’s common stock on a fully converted basis.
• In addition, 7.5 million authorized, but unissued shares, are being reserved for future management incentive plans.
The elimination of the vessel lease obligations saves Horizon Lines $32.0 million annually through 2018, and $4.8 million in 2019, as well as associated vessel lay-up costs of $3.0 million per year, assuming the five vessels were to remain inactive. As a result of the transactions, the Company’s total funded debt outstanding will be reduced to approximately $404.4 million, from $592.8 million at March 31, 2012.
“The significant deleveraging resulting from these transactions greatly improves the Company’s cash flow and liquidity, allowing for greater financial flexibility and stability,” said Michael T. Avara, Executive Vice President and Chief Financial Officer. “As a result, Horizon Lines is now better positioned for improved profitability and sustained investment in our business.”
The Company will file its 2011 Form 10-K Annual Report and fourth-quarter financial results later today.
In conjunction with the transactions, Horizon Lines announced that it is reducing the size of its Board of Directors to seven members from 11, effective immediately, and that Board member Jeffrey A. Brodsky is succeeding Alex J. Mandl as Chairman. Mr. Mandl is retiring from the Board, along with William J. Flynn, Bobby J. Griffin and Carol B. Hallett. Mr. Fraser remains interim President and Chief Executive Officer until a new Chief Executive Officer is named.
“I want to express our Board’s sincerest appreciation to Msrs. Mandl, Flynn, Griffin and Ms. Hallett, for their unwavering commitment to Horizon Lines,” said Mr. Brodsky. “As Chairman, Mr. Mandl has guided our Board with steadfast and exceptional leadership through a very challenging period. We are truly grateful to Mr. Mandl and to the other retiring Board members for their exemplary service and dedication to Horizon Lines. Today’s announced transactions solidify the Company’s financial position, allowing a smaller Board to guide the company forward.”
Kirkland & Ellis LLP served as legal advisor and Houlihan Lokey Capital, Inc. served as financial advisor to the Company. Latham & Watkins LLP served as legal advisor to SFL. Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal advisor to the noteholders.
About Horizon Lines
Horizon Lines, Inc. is one of the nation’s leading domestic ocean shipping companies and the only ocean cargo carrier serving all three noncontiguous domestic markets of Alaska, Hawaii and Puerto Rico from the continental United States. The company maintains a fleet of 15 fully Jones Act qualified vessels and operates five port terminals in Alaska, Hawaii and Puerto Rico. A trusted partner for many of the nation’s leading retailers, manufacturers and U.S. government agencies, Horizon Lines provides reliable transportation services that leverage its unique combination of ocean transportation and inland distribution capabilities to deliver goods that are vital to the prosperity of the markets it serves. The Company is based in Charlotte, NC, and its stock trades on the over-the-counter market under the symbol HRZL.
Forward Looking Statements
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. 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, “will,” “intend,” “expect,” “would,” “could,” “must,” “may,” and similar expressions or phrases identify forward-looking statements.
Factors that may cause expected results or anticipated events or circumstances discussed in this press release to not occur or to differ from expected results include: our ability to maintain adequate liquidity to operate our business; our ability to make interest payments on our outstanding indebtedness; failure to comply with the terms of our probation imposed by the court in connection with our pleas relating to antitrust and environmental matters; volatility in fuel prices; decreases in shipping volumes; the reaction of our customers and business partners to our announcements and filings, including those referred to herein; government investigations related to (i) the imposition of fuel surcharges in connection with government contracts, (ii) regulations covering products transported on our vessels, including the FDA and USDA, or (iii) any other government investigations and legal proceedings; suspension or debarment by the federal government; compliance with safety and environmental protection and other governmental requirements; increased inspection procedures and tighter import and export controls; repeal or substantial amendment of the coastwise laws of the United States, also known as the Jones Act; catastrophic losses and other liabilities; our ability to integrate new and retain existing management; the successful start-up of any Jones-Act competitor; failure to comply with the various ownership, citizenship, crewing, and U.S. build requirements dictated by the Jones Act; the arrest of our vessels by maritime claimants; severe weather and natural disasters; and the aging of our vessels and unexpected substantial dry-docking or repair costs for our vessels.
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. The forward-looking statements included in the press release are made only as of the date they are made and the company undertakes no obligation to update any such statements, except as otherwise required by applicable law. See the section entitled “Risk Factors” in our 2011 Form 10-K to be filed with the SEC later today, 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.
For information contact:
Director, Investor Relations
& Corporate Communications