Boston Generating, TPF Generation, Georgia-Pacific, Metrologic, Revlon all tweak deals

By Sara Rosenberg

New York, Dec. 13 - Boston Generating LLC made a number of changes to its credit facility, including shifting some funds between tranches, lowering pricing on everything and restructuring the revolver.

In other primary news, TPF Generation Holdings LLC reduced spreads on its first-lien term loan B, synthetic revolver and second-lien term loan and carved out a commercial bank letter-of-credit facility from its special letter-of-credit facility.

Also, Georgia-Pacific Corp. opted to eliminate its revolver add-on and reverse flex pricing on its term loan B add-on. Meanwhile, from a secondary standpoint, after the changes were announced, the company's existing term loan B debt saw a bit of a pop in trading.

Lastly on the primary side of things, Metrologic Instruments Inc. lowered spreads on its first- and second-lien bank debt and also added a step down to the first-lien term loan B, and Revlon Consumer Products Corp. increased pricing on its term loan.

Boston Generating reworked its credit facility structure on Wednesday by moving some funds out of its second-lien term loan and into its first-lien term loan, cutting pricing on all tranches and converting the revolver into a synthetic revolver, according to a market source.

The first-lien seven-year term loan B (B1/B+) was upsized to $1.13 billion from an original size of $1.08 billion and pricing was reverse flexed to Libor plus 225 basis points from Libor plus 300 bps, the source said.

On the flip side, the 71/2-year second-lien term loan (B3/B-) was downsized to $350 million from an original size of $400 million and pricing was reverse flexed to Libor plus 425 bps from Libor plus 500 bps, the source continued.

The $70 million revolver (B1/B+) was changed to a synthetic revolver tranche, with the maturity extended to seven years from five years, and pricing was reduced to Libor plus 225 bps from original talk at launch of Libor plus 300 bps.

In addition, pricing on the company's $250 million seven-year synthetic letter-of-credit facility (B1/B+) was reduced to Libor plus 225 bps from original talk at launch of Libor plus 300 bps as well, the source said.

On top of the $1.8 billion credit facility, Boston Generating is also getting a $300 million 10-year holding company mezzanine tranche, which was reverse flexed to Libor plus 700 bps pay in kind from original talk of Libor plus 850 bps PIK, the source added.

The synthetic letter-of-credit facility and first-lien term loan B carry 101 soft call protection for one year, the second-lien loan carries call premiums of 102 in year one and 101 in year two, and the mezzanine debt is non-callable for two years, then at 103 in year three, 102 in year four and 101 in year five. Call premiums on all of these tranches have remained unchanged since the deal launched into syndication.

Credit Suisse and Goldman Sachs are the lead banks on the power plant's deal, with Credit Suisse the left lead.

Proceeds from the new financing will be used for a dividend recapitalization.

TPF revisions

TPF Generation revised its credit facility to lower pricing on its first-lien term loan B, synthetic revolver and second-lien term loan and to reduce the size of special letter-of-credit facility by moving the funds into a newly created commercial bank letter-of-credit facility, according to a market source.

Pricing on the company's $50 million first-lien synthetic revolver due 2011 (Ba3/B+) and $850 million first-lien term loan B due 2013 (Ba3/B+) was reduced to Libor plus 200 bps from original talk at launch of Libor plus 250 bps, the source said.

In addition, pricing on the $495 million second-lien term loan due 2014 (B3/B-) was lowered to Libor plus 425 bps from original talk at launch of Libor plus 550 bps, the source continued. Call premiums on this tranche remained at 102 in year one and 101 in year two.

As for the special letter-of-credit facility due 2013 (Ba3/B+), that was downsized to $234.5 million from $250 million as a $15.5 million commercial bank letter-of-credit facility was added to the capital structure. The commercial bank letter-of-credit facility could be upsized to a maximum of $75 million based on demand, with dollar-for-dollar reductions to the special letter-of-credit facility.

Lastly, pricing on the special letter-of-credit facility was flexed up to Libor plus 200 bps from Libor plus 175 bps, the source added. The commercial bank letter-of-credit facility is also priced at Libor plus 200 bps.

Credit Suisse is the left lead bank on the $1.645 billion deal that will be used to fund Tenaska Power Fund, LP's acquisition of six natural gas-fired generation assets from Constellation Energy.

Tenaska is buying 3,145 megawatts of gas-fired generation from Constellation for $1.635 billion in cash, subject to closing adjustments.

Georgia-Pacific makes changes

Georgia-Pacific also came out with some changes during the session as it decided not to go ahead with its $250 million revolver add-on due to a $250 million upsizing of its bond deal, and reduced pricing on its term loan add-on while leaving pricing on its existing term debt at current levels, according to a market source.

The $1 billion term loan B add-on (Ba2/BB-) is now priced at Libor plus 175 bps, down from original talk at launch of Libor plus 200 bps, the source said.

However, the company's existing term loan B debt will continue to carry the Libor plus 200 bps spread, the source explained.

The senior guaranteed notes offering that was upsized totaled $1.25 billion, as opposed to $1 billion. Of the total amount, a $500 million tranche of 10-year notes priced at par to yield 7% and a tranche of $750 million 10-year notes priced at par to yield 7 1/8%.

Citigroup, Bank of America and Deutsche Bank are the lead banks on the bank deal, with Citigroup the left lead.

Proceeds from the new term debt and the bonds will be used to take out the company's second-lien term loan C.

Georgia-Pacific trades up

On the secondary front, Georgia-Pacific's existing term loan B debt strengthened in trading on Wednesday in reaction to the modifications to the term loan B add-on, according to a trader.

The existing term loan B debt closed the session at par ½ bid, par 5/8 plus offered, up from previous levels of par ¼ bid, par ½ offered, the trader said.

"Demand out there shows that people are willing to take it at 175," the trader added.

Georgia-Pacific is an Atlanta-based manufacturer and marketer of tissue, packaging, paper, building products and related chemicals.

Metrologic trims spreads

Back to the primary market, Metrologic reverse flexed pricing on its first- and second-lien term loans while also adding a pricing grid to its first-lien term loan B, as the transaction was met with strong investor demand, according to a market source.

With the changes, the $125 million seven-year first-lien term loan B (B1/B+) is now priced at Libor plus 275 bps, down from original talk at launch of Libor plus 300 bps, the source said.

In addition, pricing on the first-lien term loan B now has the ability to step down to Libor plus 250 bps once the company's total leverage falls below 3.0 times, the source continued.

Meanwhile, the $75 million eight-year second-lien term loan (Caa1/B-) saw its pricing cut to Libor plus 650 bps from original talk at launch of Libor plus 700 bps, the source added.

Call premiums on the second-lien loan remained unchanged at 102 in year one and 101 in year two.

Metrologic's $235 million credit facility also includes a $35 million five-year revolver (B1/B+) with a 50 bps undrawn fee.

Morgan Stanley is the lead bank on the deal that will be used to help fund the leveraged buyout of Metrologic by an investor group led by Francisco Partners, C. Harry Knowles, founder and chief executive officer of Metrologic, and Elliott Associates, LP for $18.50 in cash for each share of Metrologic common stock.

Equity financing for the buyout is $190.6 million, consisting of $128 million from Francisco Partners Investor and $62.6 million in rollover equity financing.

Metrologic is a Blackwood, N.J., supplier for data capture and collection hardware, optical products and image processing software.

Revlon flexes up

Revlon Consumer Products came out with a flex up in pricing for its $840 million five-year term loan (B3/CCC+), with the spread going to Libor plus 400 bps from original talk at launch of Libor plus 350 bps, according to a market source.

The company's $1 billion credit facility also includes an amended $160 million multi-currency revolver (B1) priced at Libor plus 200 bps.

The revolver is being amended to, among other things, extend its maturity through the same five-year period as the new term loan and lower pricing from Libor plus 250 bps.

Citigroup is the lead arranger and bookrunner on the deal. JPMorgan is the syndication agent on the term loan.

Proceeds from the new term loan will be used to refinance the company's existing $800 million term loan that is priced at Libor plus 600 bps. This refinancing is expected to provide the company with greater financial and other covenant flexibility, in addition to a lower interest rate and extended maturity.

Revlon is a New York-based cosmetics, skin care, fragrance and personal care products company.

Community Health closes

Community Health Systems, Inc. closed on its $400 million incremental term loan (Ba3/BB-) due February 2012, according to a company news release.

The term loan is priced at Libor plus 175 bps. During syndication, the tranche was upsized from $300 million.

JPMorgan and Bank of America acted as joint bookrunners and joint lead arrangers, and Wachovia Bank acted as syndication agent.

Proceeds are being used to repay amounts outstanding under the company's revolver and for general corporate purposes.

Community Health is a Brentwood, Tenn., operator of general acute care hospitals in non-urban communities.

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