SecProbe.io

CORRESP
1
filename1.htm

Response letter

 April 13, 2005

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 450 Fifth Street, N.W.

 Washington, D.C. 20549

 Attention: Ms. Jennifer G. Williams

 Re:

 Horizon Lines, Inc.

 Registration Statement on Form S-1

 Filed March 2, 2005

 File No. 333-123073

 H-Lines Finance Holding Corp.

 Registration Statement on Form S-4

 Filed March 30, 2005

 File No. 333-123682

 Horizon Lines Holding Corp.

 Registration Statement on Form S-4

 Filed March 30, 2005

 File No. 333-123681

 Dear
Ms. Williams:

 On behalf of Horizon Lines, Inc. (the
“Company”), the Company has set forth below the responses of the Company to the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated April 1, 2005 (the “Comment
Letter”) with respect to the above-referenced registration statements of the Company and its subsidiaries, H-Lines Finance Holding Corp. and Horizon Lines Holding Corp. Simultaneously with our submission of this response letter, the Company
has filed, via the EDGAR system, Amendment No. 1 (the “Amendment”) to the Company’s Registration Statement on Form S-1 (File No. 333-123073), filed on March 2, 2005 (the “Registration Statement”). By overnight
courier, the Company will be sending you a blacklined copy of the Amendment, which has been marked to indicate our changes to the Registration Statement.

 For your convenience, the Company has set forth below the Staff’s comments, in italics, followed by the Company’s responses thereto.
Caption references and page numbers refer to the captions and pages contained in the blacklined copy of the Amendment, unless otherwise indicated. Capitalized terms used but not otherwise defined herein have the meaning ascribed to such terms in the
Amendment. The Company would be most appreciative of your prompt review of this filing.

 Securities and Exchange Commission

 April 13, 2005

  Page
 2

 General

1.
To the extent applicable, please revise the above-captioned Forms S-4 you filed March 30, 2005 to comply with our comments as set forth below.

 The Company will file pre-effective amendments to the above-captioned
Registration Statements on Form S-4 that conform to the Amendment to the extent applicable.

2.
The financial statements should be updated, as necessary, to comply with Rule 3-12 of Regulation S-X at the effective date of the registration statement.

 The Company will make the revisions requested
by the Staff as and within the timeframe in which the Company is required to disclose financial statements for the fiscal quarter of the Company ended March 27, 2005.

3.
Provide a currently dated consent from the independent public accountant in the amendment.

 Exhibit 23.1 to the Amendment, included in the filing of the Amendment, contains a consent of Ernst & Young LLP, the
Company’s independent public accountant, dated as of the filing date of the Amendment.

4.
Please provide us with any artwork you intend to use prior to printing the red herrings. The artwork you present on the inside front cover of the prospectus should provide clear
illustrations of your product or business with concise language describing the illustrations. Artwork that does not convey the business purpose or language that strays beyond a limited scope will not be appropriate inside the front covers. Refer to
Section VIII of the Division of Corporation Finance March 31, 2001 Current Issues and Rulemaking Projects Quarterly Update available at www.sec.gov.

 The Company has submitted copies of this artwork under our cover letter of April 4, 2005 to Ms. Losert. The artwork consists
of two color photographs. The first is an image of the off-loading of refrigerated container units from a Horizon container vessel, and is proposed to be included in the inside front cover page of the red herring. The second photo is an image of a
Horizon container vessel underway, and is proposed to be included in the inside back cover page of the red herring. The Amendment contains an EDGAR description of the artwork.

5.
 We note that there is a substantial amount of information regarding transactions that have occurred since the purchase of Horizon Lines by Castle Harlan Partners
IV, L.P. on July 7, 2004. For simplicity and clarity purposes, please revise throughout the document to make it abundantly clear how the initial public offering is affected by the various transactions, and how the capitalization of Horizon Lines has
been and

 Securities and Exchange Commission

 April 13, 2005

  Page
 3

will be affected by these transactions. Consider using graphics to enable an investor to quickly grasp the impact of the various transactions on the
capitalization of Horizon Lines.

 A
tabular bullet summary of the post-acquisition transactions, organized by their month of occurrence, has been included under the heading “Condensed Summary of Post-Acquisition Transactions” in “Prospectus Summary.” A similar,
more detailed tabular bullet summary has been included in “Historical Transactions.” See pages 6-7; and 121-122.

 Tabular bullet summaries (which will be completed upon the filing of the next amendment to the Registration Statement) of the changes in the equity
capitalization and consolidated debt-to-equity ratio of the Company, after giving effect to the Acquisition-Related Transactions and each of the post-acquisition transactions, have been included in “Historical Transactions.” See page 123.

 “Risk Factors” has been revised to include
disclosure of the Company’s consolidated debt-to-equity ratio as of December 26, 2004 before and after giving effect to the transactions described under the caption “The Offering-Related Transactions” in “Prospectus
Summary.” See page 21.

 Cross references to the tables
described above have been included where appropriate.

6.
Revise throughout the entire document to substantially limit your use of defined terms. For example, you should avoid using common terms that are clear from its context, such as
the “acquisition” and “merger.” We also note that you define Horizon Lines, Inc. as the “issuer.” However, you do not consistently use this defined term throughout the document. If you chose to use any defined terms,
please ensure that they are defined the first time you use them in the document or are clear from context.

 The usage of defined terms throughout the entire document has been reduced and simplified. References to the “acquisition” have been changed to
the “acquisition transaction.” Use of the defined term “rollover option” has been eliminated. All references to the Company has been changed to refer to the “issuer.” The first usage of each defined term now includes
the definition of such term.

 Cover Page

7.
Please clarify whether you have been approved to list your Class A common stock on the New York Stock Exchange. We note on page 118 that your common stock has been approved for
listing on the New York Stock Exchange. We also note on page 134 that an application has been made. If your application for listing has not yet been approved, please remove this forward-looking information from the cover page.

 As of the date of this response letter, the
Company has not been approved to list its Class A common stock on the New York Stock Exchange. The statement on page 136 (formerly page 118) of the Registration Statement to the effect that such approval has been granted

 Securities and Exchange Commission

 April 13, 2005

  Page
 4

has been revised to provide that an application for such listing approval has been made. Please note that a clearance letter has been issued and a signed
application and response letter have been submitted.

8.
Consider adding bullet points to highlight how you intend to use the net proceeds from the initial public offering and rank these purposes in order of priority.

 We have not included the bullet point summary
on the cover page of the prospectus because we believe that this information is already adequately disclosed elsewhere in the prospectus, including on page 10 and, in a tabular format, in “Use of Proceeds,” on page 42. We believe that the
presentation on the cover page would be repetitive and deemphasize the other disclosure required to appear on the cover page of a prospectus.

9.
Please remove references to “Joint Book-Running Lead Managers” and “Co-Managers.”

 The references have been deleted.

 Basis of Presentation, page ii

10.
Please move the list of defined terms to the summary section or other appropriate section of the prospectus. The summary should directly follow the table of contents. In
addition, please ensure the use of the defined term is clear from the context of the disclosure.

 The “Basis of Presentation” has been deleted. The defined terms previously included in “Basis of Presentation” have been moved to the
appropriate subsections of “Prospectus Summary” or have otherwise been deleted.

 The lists of transactions to be consummated before and following the consummation of the initial public offering have been moved from under “Basis of Presentation” to under a new caption “The
Offering-Related Transactions,” beginning on page 13, in “Prospectus Summary.”

 Prospectus Summary, page 1

11.
It appears that the summary merely repeats, at length, information that appears later in the prospectus. The summary should be a concise and straightforward discussion of the
most relevant details of your company and transactions related to your initial public offering. Please revise for brevity and balance.

 Revisions have been made in response to this comment. See pages 1-20.

12.
Please disclose your net income and net loss available to common stockholders for the most recent audited period and interim stub. This will provide a financial snapshot, which
will help investors understand the other material in the summary.

 Securities and Exchange Commission

 April 13, 2005

  Page
 5

 The requested disclosure with respect to the most recent audited period has been added. (See page 1).
Similar disclosure with respect to the most recent interim stub period will be included in the red herring and the next amendment to the Registration Statement, as the financial statements for the Company’s fiscal quarter ended March 27, 2005
become available and are required to be disclosed under the Securities Act and the regulations promulgated thereunder.

13.
Please supplementally tell us why you believe investors might find Adjusted EBITDA a useful tool. See also additional comments on this issue in the Selected Consolidation and
Combined Financial Data.

 Please see the
Company’s response to the Staff’s comment No. 47.

 Our Company,
page 1

14.
Please delete your references to Horizon Lines as “the nation’s leading Jones Act container shipping and logistics company” or restate the statement as your
belief.

 This statement is based upon the
fact that, since January 1, 2000 (if not earlier), the Company and its subsidiaries (or their predecessors) have ranked ahead of every other container shipping or logistics company with respect to each of the following criteria:

•

number of Jones Act markets in which marine container shipping and logistics are provided;

•

number of container vessels in service in all Jones Act markets taken as a whole;

•

total tonnage, based on the vessel classifications of American Bureau of Shipping, of container vessels in service in all Jones Act markets taken as a whole; and

•

number of containers transported for a charge (as opposed to empty containers) in all Jones Act markets taken as a whole.

 As such, the Company believes that the statement in the prospectus does not
need to be qualified by a “to our knowledge” or “belief” statement.

15.
We note that you identify a number of large consumer and industrial products companies here and several times throughout your prospectus. However, it is not clear how much each
company actually attributes to your consolidated revenues. Please quantify here and in the Business section the percentage of your consolidated revenues attributed to each of the identified companies. In addition, consider limiting the number of
references to each company in your prospectus if Horizon Lines is not materially dependent on the relationship with the respective company.

 Securities and Exchange Commission

 April 13, 2005

  Page
 6

 The Company has already disclosed on page 88 of the prospectus the customer information required
under Item 101 of Regulation S-K. Horizon believes that the information requested by the Staff is not material to investors in the context of the information already disclosed and, if disclosed, would adversely impact Horizon’s commercial
negotiations with these customers. The purpose of the disclosure is to point out to investors that the Company’s cargo includes everyday products from recognized and substantial customers.

16.
Please provide the basis for the various statistics you use throughout this section for investors, such as your growth rate.

 The Company uses a number of different sources for the various statistics
that are included in the “Our Company” section.

 Market share information for container shipments in each of the three non-contiguous Jones Act markets in which the Company conducts business is based on:

•

data from Commonwealth Service, an independent third party service that tracks container shipment movements;

•

information on marine container shipments by a competitor included as a part of the public filings of such competitor; and

•

estimates compiled by employees, customer and labor unions, adjusted for market trends and seasonality fluctuations.

 The revenue amount and revenue growth percentage, which appear on pages 1-2
of the prospectus, are derived from the audited combined and consolidated financial statements that appear in the prospectus.

 The vessel and container quantities that appear on page 1 of the prospectus are derived from the Company’s fixed asset sub-ledger system, which is
subject to the Company’s internal financial controls and external audit procedures.

 The revenue by market percentages and customer revenue percentages that appear on pages 1-2 of the prospectus are derived from the Company’s internal marketing reporting system, which is based on transactional
data that is examined in accordance with the external audit procedures governing the Company’s revenue reporting and financial statement reporting.

 The Adjusted EBITDA figure and the Adjusted EBITDA growth figure that appear on page 1 of the prospectus are derived from operating income reported in the
audited combined and consolidated financial statements that appear in the prospectus, with further adjustments based on items that are allowable exclusions from the compliance requirements of the credit agreement governing the senior credit
facility.

 Securities and Exchange Commission

 April 13, 2005

  Page
 7

 Our Business Strategy, page 6

17.
To the extent you discuss your strategy in the summary section, please revise disclosure to include a discussion of the risks associated with the implementation of your business
strategy.

 Text has been added at the
beginning of “Our Business Strategy” that states that (i) the Company faces risks in the implementation of its business strategy, (ii) the Company’s strategy is subject to business, economic and competitive uncertainties and
contingencies, many of which are beyond its control, and (iii) that such risks are discussed under “Risk Factors” in more detail. See page 4.

 Continue to organically grow our revenue, page 6

18.
Please balance your disclosure to explain whether your operating costs have also increased during the past five years.

 The discussion of the Company’s compounded annual growth rate with
respect to its revenue has been deleted.

19.
Please substantiate your belief that you are well positioned to achieve ongoing revenue growth in your mark