Sempra and Carlyle/Riverstone in $1.14 Billion Power Plant Sale to International Power

April 18, 2006

Cleary Gottlieb represented Topaz Power Partners, LLC, a joint venture between Carlyle/Riverstone Global Energy & Power Fund II, L.P. and Sempra Energy Partners, LLC, in the sale of the Coleto Creek power plant to International Power plc for $1,142,500,000 in cash.

The deal is structured as a sale of Coleto Creek Power, LP, a limited partnership that owns the plant. The plant itself is a 632-megawatt, coal-fired baseload power plant located in Goliad County, Texas. It is one of the most important generating facilities in ERCOT, one of the fastest growing U.S. electricity markets.

Sempra Energy Partners is a wholly-owned affiliate of Sempra Energy, which is a Fortune 500 energy services holding company based in San Diego with 2005 revenues of $11.7 billion. The Sempra Energy companies’ 14,000 employees serve more than 29 million consumers in the United States, Europe, Canada, Mexico, South America and Asia. Riverstone, a New York-based energy and power focused private equity firm with $6 billion under management, conducts buyout and growth capital investments in the midstream, upstream, power and oilfield service sectors of the energy industry. The Carlyle Group is a global private equity firm with $35 billion under management that invests in buyouts, venture capital, real estate and leveraged finance in North America, Europe and Asia.

Cleary also recently represented Sempra Energy subsidiary Twin Oaks Power, LP in the sale of the Twin Oaks power plant to PNM Resources Inc. for $480 million in cash. The deal was signed on January 14 and closed on April 18. The plant is one of the cleanest coal-fired plants in the country.