MATSON, INC. (OTCMKTS:HRZL) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement.

Note Purchase Agreement

On December21, 2016, Matson,Inc. (Matson or the Company) entered
into a private placement note purchase agreement (the 2016 Note
Purchase Agreement) with Metropolitan Life Insurance Company and
certain other purchasers to which Matson issued $75 million in
11-year final maturity senior unsecured notes (the SeriesA
Notes). The SeriesA Notes have a weighted average life of
approximately 8.0 years and bear interest at a rate of 3.37
percent, payable semi-annually. Proceeds of the SeriesA Notes are
expected to be used to pay down the Companys revolving credit
facility and for other general corporate purposes.

The SeriesA Notes will begin to amortize in December2021, with
principal payments of $5.8 million in 2021 and $11.5 million per
year, paid semi-annually, from 2022 through 2027.

Matsons obligations under the SeriesA Notes are guaranteed by
Matsons principal operating subsidiary Matson Navigation
Company,Inc., and by certain other subsidiaries.

Principal covenants contained in the 2016 Note Purchase Agreement
include, but are not limited to, the requirements that Matson:

a) Not permit the ratio of debt to consolidated EBITDA to exceed
3.25 to 1.00 for each fiscal four quarter period, except under
certain pre-defined circumstances;

b) Not permit the ratio of consolidated EBITDA to interest
expense as of the end of any fiscal four quarter period to be
less than 3.50 to 1.00; and

c) Not permit the aggregate principal amount of Priority Debt (as
defined in the 2016 Note Purchase Agreement) at any time to
exceed 20% (subject to reduction to 17.5% upon the earlier of
December31, 2017 and upon the occurrence of certain events) of
Consolidated Tangible Assets (as defined in the 2016 Note
Purchase Agreement); and not permit the aggregate principal
amount of Priority Debt that is not Title XI Priority Debt (as
defined in the 2016 Note Purchase Agreement) at any time to
exceed 10% of Consolidated Tangible Assets, as defined in the
2016 Note Purchase Agreement.

The 2016 Note Purchase Agreement generally will restrict the
incurrence of liens except for permitted liens, which include,
without limitation, liens securing Title XI Debt (as defined in
the 2016 Note Purchase Agreement) up to certain thresholds.
Additionally, prepayment of amounts borrowed under the 2016 Note
Purchase Agreement may be made in whole or in part at par plus a
yield maintenance premium, as defined in the 2016 Note Purchase
Agreement.

The foregoing description is qualified in its entirety by the
terms and conditions set forth in the 2016 Note Purchase
Agreement, a copy of which is filed as Exhibit10.1 to this
Current Report on Form8-K and is incorporated herein by
reference.

Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.

The information set forth in Item 1.01 herein is hereby
incorporated in its entirety into Item 2.03 by reference.

Item 7.01. Regulation FD Disclosure.

A copy of the Companys news release dated December21, 2016, is
attached to this report as Exhibit99.1.

About MATSON, INC. (OTCMKTS:HRZL)

Matson Alaska, Inc., formerly Horizon Lines, Inc., operates as a holding company for Horizon Lines, LLC and other wholly owned subsidiaries, Horizon Lines of Alaska, LLC (Horizon Lines of Alaska), Horizon Logistics, LLC (Horizon Logistics), Horizon Lines of Puerto Rico, Inc. (HLPR), Road Raiders Transportation, Inc. and Road Raiders Logistics, Inc. The Company is a domestic ocean shipping company and the ocean cargo carrier serving all three noncontiguous domestic markets of Alaska and Puerto Rico from the continental United States. Horizon Lines operates as a Jones Act container shipping business with primary service to ports within the continental United States, Alaska and Puerto Rico and also offers terminal services. HLPR operates as an agent for Horizon Lines in Puerto Rico and also provides terminal services in Puerto Rico. The Company provides certain inland transportation services via its Road Raiders Transportation subsidiary.

MATSON, INC. (OTCMKTS:HRZL) Recent Trading Information

MATSON, INC. (OTCMKTS:HRZL) closed its last trading session at 0.719 with shares trading hands.