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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| [X] | Rule 13d-1(b) |
| [ ] | Rule 13d-1(c) |
| [ ] | Rule 13d-1(d) |
| CUSIP No. 419879101 | ||||
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Canyon Capital Advisors LLC 95-4688436 |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | [X] | |||
| (b) | [ ] | |||
| 3. | SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | |||
| 4. | Citizenship or Place of Organization Delaware, Delaware | |||
| Number of Shares Beneficially Owned by Each Reporting Person With |
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| 5. | Sole Voting Power 3,684,854 (including 2,135,297 warrants) | |||
| 6. | Shared Voting Power 0 | |||
| 7. | Sole Dispositive Power 3,684,854 (including 2,135,297 warrants) | |||
| 8. | Shared Dispositive Power 0 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,684,854 (including 2,135,297 warrants) | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |||
| 11. | Percent of Class Represented by Amount in Row (9) 7.91 % | |||
| 12. | Type of Reporting Person (See Instructions) | |||
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IA
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| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mitchell R. Julis |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | [X] | |||
| (b) | [ ] | |||
| 3. | SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | |||
| 4. | Citizenship or Place of Organization United States | |||
| Number of Shares Beneficially Owned by Each Reporting Person With |
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| 5. | Sole Voting Power 0 | |||
| 6. | Shared Voting Power 3,684,854 (including 2,135,297 warrants) | |||
| 7. | Sole Dispositive Power 0 | |||
| 8. | Shared Dispositive Power 3,684,854 (including 2,135,297 warrants) | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,684,854 (including 2,135,297 warrants) | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |||
| 11. | Percent of Class Represented by Amount in Row (9) 7.91 % | |||
| 12. | Type of Reporting Person (See Instructions) | |||
| IN
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| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Joshua S. Friedman |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | [X] | |||
| (b) | [ ] | |||
| 3. | SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | |||
| 4. | Citizenship or Place of Organization United States | |||
| Number of Shares Beneficially Owned by Each Reporting Person With |
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| 5. | Sole Voting Power 0 | |||
| 6. | Shared Voting Power 3,684,854 (including 2,135,297 warrants) | |||
| 7. | Sole Dispositive Power 0 | |||
| 8. | Shared Dispositive Power 3,684,854 (including 2,135,297 warrants) | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,684,854 (including 2,135,297 warrants) | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |||
| 11. | Percent of Class Represented by Amount in Row (9) 7.91 % | |||
| 12. | Type of Reporting Person (See Instructions) | |||
| IN
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| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). K. Robert Turner |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | [X] | |||
| (b) | [ ] | |||
| 3. | SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | |||
| 4. | Citizenship or Place of Organization United States | |||
| Number of Shares Beneficially Owned by Each Reporting Person With |
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| 5. | Sole Voting Power 0 | |||
| 6. | Shared Voting Power 3,684,854 (including 2,135,297 warrants) | |||
| 7. | Sole Dispositive Power 0 | |||
| 8. | Shared Dispositive Power 3,684,854 (including 2,135,297 warrants) | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,684,854 (including 2,135,297 warrants) | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |||
| 11. | Percent of Class Represented by Amount in Row (9) 7.91 % | |||
| 12. | Type of Reporting Person (See Instructions) | |||
| IN
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| Item 1. | |||
| (a) | Name of Issuer Hawaiian Holdings, Inc. (Hawaiian Holdings) |
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| (b) | Address of Issuer's Principal Executive Offices | ||
| 3375 Koapaka Street, Sutie G-350, Honolulu, HI 96819 | |||
| Item 2. | |||
| (a) | Name of Person Filing This Schedule 13G is being filed on behalf of the following persons*: (i) Canyon Capital Advisors LLC ("CCA") CCA is the investment advisor to the following persons: (i) Canyon Value Realization Fund, L.P. ("VRF") * Attached as Exhibit A is a copy of an agreement among the persons filing (as specified hereinabove) that this Schedule 13G is being filed on behalf of each of them. |
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| (b) | Address of Principal Business Office or, if none, Residence
The principal business office of the persons comprising the group filing this Schedule 13G is located at 9665 Wilshire Boulevard, Suite 200, Beverly Hills, CA 90212. |
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| (c) | Citizenship CCA: a Delaware limited liability company |
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| (d) | Title of Class of Securities The class of securities beneficially owned by the persons filing this statement is common stock. |
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| (e) | CUSIP Number 4919879101 |
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| Item 3. | If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c). | |
| (b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | [ ] | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | |
| (e) | [X] | An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | |
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | |
| (g) | [ ] | A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | |
| (h) | [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | [ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | [ ] | Group, in accordance with 240.13d-1(b)(1)(ii)(J). | |
| Item 4. | Ownership. | ||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
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| Item 5. | Ownership of Five Percent or Less of a Class | ||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.[ ]. | |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||
CCA is an investment advisor to various managed accounts, including VRF, CVRF, Citi, CVRFM, CBEF, CMS, CARB and Zurich, with the right to receive, or the power to direct the receipt, of dividends from, or the proceeds from the sale of the securities held by, such managed accounts. Messrs. Julis, Friedman, and Turner control entities which own 100% of CCA. |
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | ||
| Not applicable. | |||
| Item 8. | Identification and Classification of Members of the Group | ||
| Not applicable. | |||
| Item 9. | Notice of Dissolution of Group | ||
| Not applicable. | |||
| Item 10. | Certification | ||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |||
| After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. |
Dated: February 14, 2008
CANYON CAPITAL ADVISORS LLC,
a Delaware limited liability company
| By: /s/ John H. Simpson |
|
| Name: John H. Simpson | |
| Title: Vice Chairman and Chief Operating Officer | |
/s/ JOSHUA S. FRIEDMAN |
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| Signature | |
| JOSHUA S. FRIEDMAN, Managing Partner | |
| Name/Title |
/s/ MITCHELL R. JULIS |
|
| Signature | |
MITCHELL R. JULIS, Managing Partner |
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| Name/Title |
/s/ K. ROBERT TURNER |
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| Signature | |
K. ROBERT TURNER, Managing Partner |
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| Name/Title |
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
The undersigned hereby agree and consent to the joint filing on their behalf of this
Schedule
13G in connection with their beneficial ownership of the common stock of Hawiaan Holdings, Inc..
Dated: February 14, 2008
CANYON CAPITAL ADVISORS LLC,
a Delaware limited liability company
By: _/s/ John H. Simpson_______________________
Name: John H. Simpson
Title: Vice Chairman and Cheif Operating Officer
/s/ JOSHUA S. FRIEDMAN
JOSHUA S. FRIEDMAN
_____________________________
/s/ MITCHELL R. JULIS
MITCHELL R. JULIS
_____________________________
/s/ K. ROBERT TURNER
K. ROBERT TURNER
_____________________________
| Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |
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