Deal List

Wind

  • representation of sponsors in the development and financing of the 845 MW Shepherd’s Flat Wind Farm in central Oregon, including its over $2 billion financing (including $1.3 billion in construction and permanent debt guaranteed in part by U.S. Department of Energy under the Financial Institution Partnership Program)
  • representation of Terra-Gen Power in the development and financing of the first 1.32 gigawatts of its up to 3 gigawatt Alta Wind Energy Center in California. When completed, this will be the largest multiphase wind project in the United States. Our work has included a broad range of project development services including, the acquisition of project development assets, negotiation of turbine supply and construction agreements, real estate development, the structuring of shared facilities, arrangements and similar development activities, and the following financing and sale transactions:
    • a $115 million equipment financing (July 2009), a $400 million construction financing (March 2010) and a sale-leaseback financing (December 2010) for the 150 megawatt Alta Wind I project
    • a $1.2 billion financing for the Alta Wind II through V projects (totaling 568 megawatts) which included a Rule 144A bond offering, a bank cash grant bridge facility and a forward commitment for a sale-leaseback financing, making this the first large portfolio of wind projects utilizing a leveraged lease finance structure in the United States (July 2010)
    • $318 million of construction, cash grant bridge, letter of credit and mini-perm facilities for the 150 megawatt Alta Wind VI project (May 2011)
    • $313 million of construction, cash grant bridge, letter of credit and mini-perm facilities for the 150 megawatt Alta Wind VIII project (May 2011)
    • sale of the 150 megawatt Alta Wind VIII project to Brookfield (January 2012)
    • $347 million of construction, cash grant bridge, letter of credit and mini-perm facilities for the 168 megawatt Alta Wind VII project (April 2012)
    • $292 million of construction, cash grant bridge, letter of credit and mini-perm facilities for the 132 megawatt Alta Wind IX project (April 2012) and;
    • sale of the 150 megawatt Alta Wind VI project (now Mustang Hills) to Everpower Wind Holdings (May 2012)
  • representation of the Abu Dhabi National Energy Company in its first renewable energy investment in North America, a 50% interest in a 205.5 MW wind farm in Minnesota which sells power to Indianapolis Power Light
  • representation of Everpower Wind Holdings on the re-financing of the 150 MW Mustang Hills wind project in Tehachapi, CA.  The key components were: (i) a private placement of $245 million 5.15% notes due in 2035 (rated BBB- by Fitch), (ii) a $29.5 million letter of credit facility, and (iii) an $82 million cash grant bridge loan
  • representation of a tax equity investor in connection with providing tax and corporate advice on three significant wind production tax credit transactions
  • representation of a wind turbine manufacture developer in the joint venture development of over $1 billion in wind farm developments throughout the west and mid-west
  • representation of a developer in the acquisition of a portfolio of wind farm projects in Illinois with a potential capacity of 787 MW
  • representation of Western Wind Energy Company in the construction and permanent financing totaling over $275,000,000 for the Windstar wind energy project near Tehachapi, California
  • representation of Element Power in the construction and permanent debt financing and tax equity financing from MetLife for the development and construction of the Macho I wind farm near Hatch, New Mexico
  • representation of AES Corporation in the construction and permanent debt financing of the Mountain View IV wind farm in California
  • representation of sponsor in connection with construction, equity bridge and term loan financings of over $300 million for the 120 MW Windstar wind project in Tehachapi, California, and an 11 MW combined wind and solar project in Kingman, Arizona
  • representation of sponsor in connection with a $212 million construction and term financing for the Armenia Mountain project, a 100.5 MW wind farm located in Bradford and Tioga counties, Pennsylvania
  • representation of a sponsor in the approximately $1.4 billion sale of a portfolio of renewable energy projects, including its wind portfolio, to a private equity investor
  • representation of bank consortium in restructuring of Mojave 16/17/18 wind projects with a total value of $250 million in California
  • representation of major European wind turbine manufacturer in connection with numerous WTG sales in North America and Europe (both single-and multi-project sales) and in connection with development and operation of overseas production facilities
  • representation of bank consortium in the acquisition, development and financing of the $360 million White Creek Wind power generating facility in Washington state, the first municipal-financed and tax-equity-financed, prepaid power purchase agreement power facility to close in the United States
  • representation of a global financial services firm in connection with a 200 MW wind farm development, financing and asset acquisition in California and negotiation of 20-year, prepay power purchase agreement with SMUD
  • representation of developer in connection with the development and financing of a 260 MW wind facility in the Pacific Northwest with cross-border off take arrangements and prepay power purchase agreements with SCPPA, California’s largest municipal utility consortium
  • representation of developer with second phase (60 MW) and third phase (100 MW) of wind flats power projects and project financing and negotiations with equipment vendors and SCPPA as power offtaker
  • representation of bank consortium as arranger and tax- equity investors in a 150 MW West Coast based wind farm project and negotiation of a 20-year, prepay power purchase agreement with Turlock Irrigation District
  • representation of developer in connection with the 137 MW “Windy Point” project in Washington state
  • representation of a large European wind energy company in connection with the acquisition of a portfolio of wind development projects in Nebraska, Oregon, New Mexico and Texas
  • representation of developer in connection with a variety of ongoing transactions, including sale of offtake interests, shared facilities arrangements, O&M operations and ongoing arrangements with municipal utility power purchasers and equity investors
  • representation of developer and a financial institution in connection with the sale of Lehman’s equity interest in the 107 MW “White Creek Wind” power generating plant in Washington state
  • representation of financial institution in connection with the development financing and syndication of a 200 MW wind farm in the western United States
  • representation of a sponsor in connection with the $190 million project financing for a 112 MW wind project in Iowa
  • representation of a sponsor in connection with the $81 million project financing for an 80 MW wind project in Iowa
  • representation of a sponsor in connection with the development and sale of a 100 MW wind project in Iowa
  • representation of a sponsor in connection with the $76 million project financing for a 107 MW wind project in Minnesota
  • representation of a sponsor in connection with the $158 million project financing for a 77 MW wind project in California
  • representation of a sponsor in connection with a series of term loan facilities aggregating approximately $45 million for a series of wind projects in California
  • representation of a sponsor in connection with the development and sale of a 160 MW wind project in Colorado
  • representation of a sponsor in connection with the development and sale of a 300 MW wind project in California
  • representation of a sponsor in connection with the development and sale of a 100 MW wind project in Maryland
  • representation of a strategic investor and developer in the acquisition of wind power project assets in Michigan totaling more than 150 MW
  • representation of an investor in the purchase of a 10 MW wind project in Idaho.

Solar

  • representation of SunPower Corporation in the development and sale of the 580 MW Antelope Valley photovoltaic solar project (AVSP) to affiliates of MidAmerican Energy Holdings Company. The project will utilize SunPower’s proprietary photovoltaic modules and tracking technology, and its electricity will be sold to Southern California Edison Company under long-term power purchase agreements. SunPower will build and operate the project for MidAmerican. Construction of the project has commenced, and commercial operation is expected in 2015. When completed, AVSP will be the largest solar energy project in the world.
  • representation of BrightSource Energy in the development and financing of the 392 MW Ivanpah Solar Electric Generating System in San Bernardino County, California (including $1.6 billion in construction and permanent debt financing guaranteed by the U.S. Department of Energy under the Innovative Technology Loan Guaranty Program). This financing was the largest solar financing completed under this loan guaranty program. In 2012, this transaction was awarded CSP project of the year by Solar Power Generation USA.
  • representation of SunPower Corporation and NRG Energy in connection with the financing of the California Valley Solar Ranch, a 250 MW solar (PV) project located in San Luis Obispo, California. Financing of this project included a $1.237 billion construction and permanent loan guaranteed by the U.S. Department of Energy. This financing was one of the largest and one of the last projects to receive a loan guaranty under the loan guaranty programs established by the 2009
  • representation of KA-CARE in connection with the development of a sustainable renewable energy program for Saudi Arabia. As a recognized legal expert in renewable energy project development and finance, KA-CARE asked Mr. Zaelke to review the initial legal work and proposed programs that had been developed and recommended by other international law firms and to advise KA-CARE and its Saudi legal team (i) what changes and modifications to the proposed program he would recommend that might make the program more attractive to international renewable energy developers and financiers, without diluting the overall purposes and intent of the renewable energy program, and (ii) what changes he would recommend to the program, based on other programs he was familiar with around the world or otherwise, that would improve the impact and benefits of the program for the Saudi people, while continuing to maintain a high level of interest in the program from the international community of renewable energy development companies and investors
  • representation of Sunpower Corporation in the negotiation of an EPC and O&M contract for a 70MW solar facility in the Diego Almagro area of Chile
  • representation of a consortium of private equity companies consisting of Everstream Capital of San Francisco and New Energy Capital of Hanover, New Hampshire and North Sky Capital of Minneapolis, in a series of development loans to a large west coast based solar energy project developer.  The loans represent a new and unique structure for funding development capital for utility scale solar projects
  • representation of Sustainable Power Group (sPower), a Utah-based owner and operator of utility and distributed electrical generation systems, in its acquisition of the assets of Tioga Energy Inc. The deal gives sPower photovoltaic solar arrays in nine states
  • representation of a developer  in the portfolio financing of up to $100 million in residential solar projects in California, Hawaii, Arizona and Colorado.  The developer will install and sell the projects to a fund utilizing the federal cash grant program, state tax incentives and debt financing
  • representation of the Belgian-based renewable energy company Origis Energy in the development, finance and tax equity financing of two utility scale solar projects in the state of Georgia, the power from which will be sold to Georgia Power Company
  • representation of SunPower Corporation in the sale and financing of the Kalaeloa Solar Two  5 MW photovoltaic project located in Oahu, Hawaii. The project sells power to the Hawaiian Electric Company and, as of completion, was the largest solar project in the State of Hawaii. The purchaser utilized a construction loan in conjunction with tax equity financing to acquire the project. The project benefits from the federal solar investment tax credit and the Hawaii Renewable Energy Technologies Income Tax Credit
  • representation of SunPower Corporation in the sale and EPC arrangement with K Road for the 25 MW solar project in Modesto, California. The project was sold to K Road with a long term power purchase agreement with the Modesto Irrigation District
  • representation of a developer in connection with a sale leaseback financing of a portfolio of distributed generation PV projects totaling approximately 12 MW
  • representation of a developer in connection with the development, construction and financing of a 30 MW photovoltaic project in Puerto Rico
  • representation of a major community college district in connection with development and over $50 million financing of multicampus solar energy facility installation program using tax-efficient financing strategies
  • representation of lender in SEGS II (30 MW hybrid solar power project) and representation of project developer in the development, construction, financing and operation of SEGS III-IX (series of five 30 MW and two 80 MW hybrid solar power plants in Southern California
  • representation of an equity investor in connection with more than $500 million of portfolio investments in commercial and residential photovoltaic solar power projects throughout the southwestern United States and Colorado
  • representation of a large U.S. energy developer in the acquisition of a 2.1 MW solar photovoltaic power project, which uses an innovative, patent-pending structure covering a parking area adjacent to Sun Devil Stadium at Arizona State University and will purchase the energy generated by the project.
  • representation of a developer in connection with the development, construction and sale of various distributed generation solar PV projects in Southern California
  • representation of a developer in the development of a 350 MW photovoltaic project in California
  • representation of a purchaser in the acquisition and tax equity sale-leaseback financing of a utility scale photovoltaic solar plant in the eastern United States
  • representation of a project company in the development of a 30 MW solar photovoltaic plant for a municipal utility in the southwestern United States
  • representation of a lender in connection with the financing of a utility scale solar project in Imperial Valley, California
  • representation of a lender in connection with permanent financing for a 21 MW photovoltaic solar project in Southern California
  • representation of a lender in connection with permanent financing for a 20 MW photovoltaic solar project in New Mexico
  • representation of a utility in the development of a 15 MW photovoltaic solar plant in the western United States
  • representation of a developer in connection with a power purchase agreement for a 150 MW solar project in Imperial Valley, California
  • representation of developers in the creation of residential solar programs and the negotiation and consummation of portfolio tax equity commitments totaling more than $45 million
  • representation of a developer in connection with two 80 MW solar projects (SEGS VII-IX) in California
  • representation of SunPower Corporation in the supply of photovoltaic modules and related balance of system equipment, design services and technical advice for NRG Energy’s 26 MW Borrego Project in San Diego County, California
  • representation of SunPower Corporation in the supply of photovoltaic modules and related equipment to NRG Energy’s 92 MW Alpine Solar Project in Los Angeles County, California
  • representation of Rabobank International in the lease financing of a portfolio of over 30 commercial distributed generation solar projects developed and installed by Solar City in California
  • representation of a prominent solar panel manufacturer and project developer in connection with the lease financing of a solar project to be installed on a site owned by the city of Galt in California
  • representation of a prominent solar panel manufacturer and project developer in connection with the lease financing of a solar project to be installed on a site owned by Castaic Lake Water Agency in California
  • representation of NRG Energy, Inc. in the acquisition of Solar Power Partners (SPP), a developer of distributed solar projects. SPP has over 30 MW of distributed solar projects in operation or under construction, and a pipeline of over 1,300 MW of projects in development located in California, Hawaii, Arizona, Connecticut, New Mexico, Massachusetts, New Jersey, Canada and Puerto Rico.

Hydroelectric

  • representation of an infrastructure development company in the development and financing of the Xacbal 94 MW hydroelectric power project located in Guatemala, currently the largest privately developed and financed greenfield hydroelectric power project in Central America. This project was recognized in 2007 by Project Finance Magazine as the Latin American Renewable Energy Deal of the Year, Latin Finance Magazine as the Energy/Power Deal of the Year and The Banker magazine and Financial Times Group as the Deal of the Year (Guatemala)
  • representation in the development and financing of a 240 MW hydroelectric power project upgrade in central Africa
  • representation of engineering and construction organizations in connection with the development and financing of the 1,500-km Inga-Shaba Transmission Line and in connection with the negotiation and performance of its operation and maintenance agreement in respect of the transmission line, which involved hydroelectric plant considerations
  • negotiation of electric power facility and supply agreements with Société National de l’Électricité, as well as the financing of two hydro projects in Katanga
  • representation of a construction contractor with respect to infrastructure work for the Shrinagar Hydroelectric Project
  • representation involving the development of a $700 million copper and cobalt mining project in the Democratic Republic of the Congo, including negotiation of the mining convention with the government, preparation and negotiation of the EPCM agreement, negotiation of the electric power facility and supply agreements with the state-owned electric power company, and other project documentation and financing
  • representation of the sponsor of a pumped-storage hydroelectric power project in California.

Biomass, Biofuels and geothermal

  • representation of sponsor in the negotiation of power purchase agreements with Southern California Edison for the sale of energy from geothermal projects with a capacity of up to 150 MW to be installed in the southwestern United States
  • representation of a developer in connection with the financing, operation and expansion of a geothermal project near Coso Junction, California
  • representation of a developer in the development and financing stages of two 80 MW geothermal power projects in California, with power sales to Southern California Edison
  • representation of a leading U.S. developer in the development and financing stages of a 90 MW geothermal power project in Steamboat Springs, Nevada, with power sales to Nevada Power
  • representation of a joint venture in a project financing of a major geothermal project, BLM, in California
  • representation of a U.S.-based development company in the development, structuring and capital raise for a geothermal fund that is developing several geothermal projects in Nevada
  • representation of a developer in connection with the power off-take arrangements of a geothermal energy project in California
  • representation of a sponsor in connection with the repowering of geothermal projects located in California and Nevada
  • representation of a developer in connection with the development of a series of new geothermal projects in California and Nevada
  • representation of an energy company in connection with the development and vendor financing of an ethanol plant located in central Texas
  • representation of a biomass supplier in connection with various biomass projects in the United States and Latin America
  • representation of an international energy company in connection with various biomass projects
  • representation of a financial institution in connection with a wood-to-syngas-to-biofuel project in Wisconsin.