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HRZL: Merged with Matson, Inc. (MATX); $0.72 per share. FINRA deleted symbol.
http://otce.finra.org/DLDeletions
NEWS: Horizon-Lines To-Be-Acquired-By Matson For $0.72 Per-Share In-Cash
Last update: 11/11/2014 4:01:12 pm
Horizon Lines To Be Acquired By Matson For $0.72 Per Share In Cash
-- Matson to acquire all outstanding shares of Horizon Lines immediately after Pasha acquires Horizon's Hawaii trade lane business
-- Horizon Lines' net debt, which will be reduced with proceeds of approximately $141.5mm from the Pasha transaction, will be repaid by Matson at closing
-- Acquisition represents an 89% premium to Horizon Lines' stock price
PR Newswire
CHARLOTTE, N.C., Nov. 11, 2014
CHARLOTTE, N.C., Nov. 11, 2014 /PRNewswire/ -- Horizon Lines, Inc. (OTCQB: HRZL) ("Horizon") today announced it has entered into definitive agreements with each of Matson Inc. (NYSE: MATX) ("Matson") and The Pasha Group ("Pasha"). Under the Matson agreement, Matson will acquire all outstanding shares of Horizon Lines for $0.72 per share in an all-cash transaction. The acquisition price represents a premium of approximately 89% over Horizon's closing stock price on November 10, 2014. The Matson agreement has been unanimously approved by Horizon's Board of Directors and Horizon shareholders representing 55% of the fully diluted equity, which also represents 41% of the outstanding voting common stock on November 11, 2014, have agreed to vote their shares in support of the transaction.
Under the Pasha agreement, Pasha will acquire Horizon Lines' Hawaii trade lane business, prior to closing of the Matson agreement, for approximately $141.5 million in cash. The proceeds from the Pasha transaction will reduce Horizon Lines' debt obligations prior to closing of the Matson transaction, at which time Matson will acquire all of the outstanding shares of Horizon Lines and repay the remaining debt outstanding at closing. The Pasha agreement has been unanimously approved by Horizon's Board of Directors.
As a result of the transactions, Matson, Inc. will acquire all of Horizon Lines' business operations, except for the Hawaii trade lane business. The two transactions taken together are valued at approximately $598 million on an enterprise value basis. Matson will fund its transaction from available borrowings under its bank credit facilities and existing cash on hand. Pasha will fund its transaction from a committed debt financing agreement. There are no financing conditions to either transaction.
David N. Weinstein, Chairman of the Board of Directors of Horizon Lines, Inc., said, "These transactions will place our company in the hands of strong stewards with reputations for outstanding customer service. Matson has over 130 years of shipping experience and is guided by a rich history of integrity and innovation. Pasha is a third generation, family-owned business with a proud heritage of excellence and deep ties to the Hawaiian community. Both Matson and Pasha are well-positioned to serve our valued customers."
Steve Rubin, President and Chief Executive Officer of Horizon Lines, Inc., said, "Our Board and management team have been working diligently to improve Horizon Lines' financial and operational performance while continuing to provide superior service across all our trade lanes. These transactions are a direct reflection of those efforts, and will enable the proud heritage of Horizon Lines to be passed on to Matson and Pasha."
Timing, Conditions and Approvals
Horizon Lines, Inc. expects to complete the transactions in 2015, based upon the timing of required approvals and other closing conditions.
The transactions are subject to regulatory approvals, including any required notifications pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions. The transaction with Matson, Inc. is conditioned upon the closing of the Pasha transaction. Additionally the Pasha transaction is conditioned upon the Matson transaction being ready to close immediately thereafter.
Advisors
Goldman, Sachs & Co. is serving as financial advisor to Horizon Lines, Inc. and Kirkland & Ellis LLP is serving as legal advisor.
Other News
In a separate announcement today, Horizon Lines, Inc. announced that it will cease operations and shut down its Puerto Rico domestic liner service. Horizon Lines' decision to terminate its Puerto Rico service is independent of the Pasha Group and Matson, Inc. transactions, and the Company intends to cease operations between the U.S. and Puerto Rico whether or not the transactions with The Pasha Group and Matson, Inc. are consummated.
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of 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, "will," "would," "expect," "estimate," "schedule," "anticipate," "believe," "intend," "plan," "projects," "likely," "could" and similar expressions or phrases identify forward-looking statements.
All forward-looking statements involve risks and uncertainties. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.
Factors that may cause actual results to differ from expected results include: the occurrence of any event, change or other circumstances that could give rise to the termination of the agreements with Matson or Pasha; the risk that our stockholders may not approve the proposed transactions; the risk that the necessary regulatory approvals for the merger or the sale of the Hawaii business may not be obtained or may be obtained subject to conditions that are not anticipated; risks that either Matson or Pasha may not have sufficient funds to consummate their respective transactions with us; risks that our business may suffer as a result of uncertainties surrounding the proposed transactions; litigation or other legal proceedings relating to the proposed transactions or our plans; unexpected costs, charges or expenses resulting from the proposed transactions; risks that the actual costs incurred in implementing our plans will exceed our estimates; response by activist shareholders to the proposed transactions; risks related to the disruption of management time from ongoing business operations due to the proposed transactions; the effect of the announcement of the proposed transactions and our plans, including impact on the Company's relationships with customers, suppliers, regulators, and employees; other risks to the consummation of the transactions, including the risk that the transactions will not be consummated within the expected time period or at all; operational and other complications that may arise affecting the implementation of our plans and business objectives; our ability to dispose of assets and the disposition prices thereof; unfavorable economic conditions in the markets we serve; or changes in laws and regulations.
In light of these risks and uncertainties, expected results or other anticipated events or circumstances discussed in this press release (including the exhibits hereto) might not occur. We undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, even if experience or future developments make it clear that projected results expressed or implied in such statements will not be realized, except as may be required by law.
See the section entitled "Risk Factors" in our Form 10-K for the fiscal year ended December 22, 2013, as filed with the SEC 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.
Additional Information and Where to Find It
In connection with the Merger, the Company intends to file a proxy statement with the Securities and Exchange Commission (the "SEC") and mail it to its stockholders. Stockholders of the Company are urged to read the proxy statement and the other relevant material when they become available because they will contain important information about the Company, Matson, the proposed Merger and related matters. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER. The proxy statement and other relevant materials relating to the proposed Merger (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC's website (www.sec.gov) or at the Company's website (http://www.horizonlines.com) or by writing to the Company's Secretary at 4064 Colony Road, Charlotte, NC 28211.
Participants in the Solicitation
This report is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell shares of the Company. The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders with respect to the Merger. Information about the Company's directors and executive officers and their ownership of Company Common Stock is set forth in the proxy statement on Schedule 14A filed with the SEC on April 15, 2014, the Annual Report on Form 10-K for the fiscal year ended December 22, 2013. Additional information regarding the identity of the potential participants, and their direct or indirect interests in the Merger, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the Merger.
About Horizon Lines
(MORE TO FOLLOW) Dow Jones Newswires
November 11, 2014 16:01 ET (21:01 GMT)
Yeah, lets see. I really want to get into this company, but I will be patient.
Idk how much lower this can go...
NO CLUE how they have a cap of $13.5 Million...That is INSANE!!!
Maybe the new CEO can turn around this ship!
Boy am I happy my funds were locked up....
Does anybody think this is going to go up EVER??
We about to be on the OTC it feels like....pfft
This stock is a piece of junk.
It is so unfortunate because I work side by side with horizon lines and it is just extremely pathetic.
It is down-trending terribly still...
It seems like $HRZL gives the least bit of care for their PPS and/or investors.
I feel like this is an amazing entry point, but after looking at the dips and keeping level with terrible quarterlies, I have no clue what the right entry point is...
Maybe one of these days $HRZL will turn it around...
Pathetic...
"Saltchuk buys Tropical fleet:" Lots of buyers of shipping assets around. Consolidation is good!
"HRZL" has NOL of ~$230 million, worth ~$80 million at 35% corp tax rate. Company looking to protect that asset(which is higher than equity market cap of company, I believe)at upcoming annual meeting.
I am baffled how/why horizon lines stock is a turd...
It just keeps going down. I am pretty sure I will scoop up some shares tomorrow and see where it takes me. I work side by side with horizon lines and seeing matsons stock fluctuate in a positive way (for the most part) it's better than hrzl which is just seeing lower legs throughout the year.
Lets see where we go from here $HRZL
HRZL 4Q adjusted EBITDA +33.1%; company generates first 4Q operating profit since 2009
Can I ask something which probably seems quite silly to the seasoned fully knowledgeable posters who know everything about this company?
Did this company come off a big exchange listing and come down to the pink sheets to save money?
HRZL
New allegations in Rizzo lawsuit v Horizon dismissed
2:10-cv-07409-PA-AJW
Agree, HRZL business on v good trajectory, no reason for stock to be down 40%...i bought more.
i think this stock will make a comeback here soon! keep holding and buying
i think this stock will come back! hold and buy!
Matson CEO VERY BULLISH on Hawaii market...see yesterday's comments
Stock could go $3+...you may want to average down here.
yes, i only need $14+ per share to break even. bought in 2011
Block bids filling in after rate hike. Hopefully we move stock up to $1.50+
RATE INCREASE EFFECTIVE JANUARY 5, 2014
12.03.2013
HAWAII SERVICE ANNOUNCEMENT
General Rate Increase Effective January 5, 2014
Dear Valued Hawaii Customer:
Horizon Lines has filed a General Rate Increase (GRI) in tariff HRZD 468, which governs the movement of cargo between the US and Hawaii. The increase will become effective on Sunday, January 5th, 2014. The HRZD 468 tariff may be accessed directly via horizonlines.com.
Westbound Cargo:
Rates for shipments originating on the Mainland will increase by $175 Per Container (PC) and $0.40 per 100 lbs. or $0.12 per cubic foot for cargo rated on a per cubic foot basis. Vehicle rated items will increase $15.00 per vehicle to Oahu and $52.00 to the Neighbor Islands.
Rule 882, Shipments exceeding the capacity of one container (OVERFLOW)
20’ = Minimum $3,071.00
40’-STD = Minimum $3,771.00
40’-H/C = Minimum $4,233.00
45’-H/C = Minimum $4,745.00
40’-RFR = Minimum $3,717.00
Rule 945, Terminal Charges
$1,225.00 per Container
$ 100.00 per Vehicle
$ 230.00 per Shipper Furnished Empty Marine Container
Eastbound Cargo:
Rates for shipments originating in Hawaii will increase by $85 Per Container (PC) and $0.20 per 100 lbs. or $0.06 per cubic foot for cargo rated on a per cubic foot basis. Vehicle rated items will increase $15.00 per vehicle to Oahu and $52.00 to the Neighbor Islands.
Rule 900, Non-Revenue Return Loads – Terminal Charge = $165.00
Rule 945, Terminal Charges –
$610.00 per Container
$100.00 per Vehicle
$230.00 per Shipper Furnished Empty Marine Container
Rules:
Rule 340-D, Super Chassis Charge = $197.00
Rule 345, Hawaii Arbitraries = $687.00 per 20’ and $995.00 per 40’or 45’
Rule 513, Door Removal Charge = $286.00
Rule 540, Hazardous Materials Charge = $250.00
Rule 645, Mixed Shipments
Per container basis =$3.72/CFT or $10.64/CWT (Dry Cargo-NonHaz) whichever produces the greater revenue
Per container basis =$6.53/CFT or $15.13/CWT (Dry Cargo-Haz) whichever produces the greater revenue
Per container basis =$4.32/CFT or $21.59/CWT (Reefer) whichever produces the greater revenue
No cube provided = $64.98/CWT (Dry Cargo-NonHaz)
No cube provided = $108.07/CWT (Dry Cargo-Haz)
No cube provided = $33.28/CWT (Reefer)
Rule 670-A, Over Dimensional Cargo
A. Over-Height Cargo:
40' Flatrack exceeding 6’, 6” = Minimum - $6,308.00
45' Flatrack exceeding 7’, 7” = Minimum - $7,096.00
40' Open-Top exceeding 7’, 5” = Minimum - $6,308.00
B. Over-Width Cargo:
40’ Flatrack exceeding 7’, 10” = Minimum - $8,358.00
45' Flatrack exceeding 7’, 10” = Minimum - $9,402.00
C. Over-Length Cargo:
40’ Flatrack exceeding 38’, 11” = Minimum - $8,358.00
45' Flatrack exceeding 43’, 10” = Minimum - $9,402.00
D. Combined Over-Height Plus Over-Width or Over-Length Cargo:
40’ Flatrack = Minimum - $12,143.00
45' Flatrack = Minimum - $13,661.00
E. Combined Over-Length Plus Over-Width Cargo:
40’ Flatrack = Minimum - $14,982.00
45' Flatrack = Minimum - $16,854.00
F. Combined Over-Height Plus Over-Width Cargo Plus Over-Length Cargo:
40’ Flatrack = Minimum - $17,345.00
45' Flatrack = Minimum - $19,516.00
Rule 821, Reconsignment = $297.00
Rule 835, Shipper Furnished Temperature Controlled Containers
20’ Temperature Controlled Container = $4,119.00
40’ Temperature Controlled Container = $5,490.00
Rule 911, Storage at Destination – Vehicles = $17.00
Rule 912, Storage at Origin – Vehicles = $17.00
Rule 935, Dual Temperature Charge = $608.00
If you have any questions, please contact your Horizon Lines Sales Representative or Customer Service at 1-877-678-7447.
Thank you for choosing Horizon Lines. Always There. Always Delivering.®
Back in 2007
HRZL down from $800.00+
http://www.otcmarkets.com/stock/HRZL/chart
You mean $8.00?
I think it will take some time but I do believe each year they get stronger!!
I think so. I assume you saw 13D Caspian filed last Friday? Shipping is hot, seems like they are a buyer. Is this stock really trading at $1, down from ~$800?
Will this coming new year be a better year for HRZL?
I think so!!
Horizon Lines In Modified Agreement With Note Holders For Complete Refinancing
Horizon Lines, Inc., is based in Charlotte, NC, and trades on the New York Stock Exchange under the ticker symbol HRZ.
Ports of Philadelphia are the top in hourly container production!! Good move for Horizon Lines
Horizon Lines Completes Transactions To Reduce Debt and Eliminate Vessel Charter Obligations
PROVIDED BY PR Newswire - 8:46 AM 04/10/2012
CHARLOTTE, N.C., April 10, 2012 /PRNewswire/ -- 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 (HRZL) 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 (HRZL) 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 (HRZL)."
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 (HRZL) $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 (HRZL) 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 (HRZL) 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 (HRZL)," 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 (HRZL). 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 (HRZL)
Horizon Lines, Inc. (HRZL) 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 (HRZL) 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.
SOURCE Horizon Lines, Inc. (HRZL)
Their mafia style operation was nailed for price fixing rates about 12 months ago (US Justice dept), and they got the hell fined out of them, nearly went BK on the fine cost, so no one trusts them now.
This stock is going north fast....but no posts. It seems like the COMPANY is real. Is there something I'm missng about the stock itself???
January 18 2012
...and all posts here ended on December 1, 2011...?
...sudden death, how come...? – ...no one felt like making one single comment after that day....
HRZL is going to attract big money here soon~
the 8-k is going to send it again~
HRZL use to trade in dollars not long ago~
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