Edward W. Zaelke is a member of the firm’s global project finance group. Mr. Zaelke focuses his practice on project development and finance, with a particular emphasis on representing companies engaged in the development, financing and operation of wind power, solar power and other alternative energy projects. His clients include many of the top renewable energy developers and private equity investors in the United States and abroad.

Practice & Background

Mr. Zaelke has been engaged in the renewable energy industry for more than 30 years. His experience extends to all elements of alternative energy development and finance, including equity and debt financing, merger and acquisition transactions, equipment purchase and sale agreements, power purchase agreements, siting and other real property issues, governmental approvals, and construction and EPC contracts.

Mr. Zaelke is the former president of the American Wind Energy Association (AWEA) and was a board member of AWEA for 12 consecutive years (2003-2014). He is also a founding board member of the American Wind Energy Foundation. He has been named three times as one of California’s Top 100 Lawyers by the San Francisco Daily Journal and Los Angeles Daily Journal, and is recognized by Chambers and Partners and numerous other publications for his leading role in the renewables industry. He is one of only 3 lawyers in the United States recognized by Chambers and Partners in its 2017 guide as “Band 1” or better in Projects-Renewables and Alternative Energy.

He received his J.D. in 1983 from the University of California, Los Angeles School of Law, where he was managing editor of the UCLA Law Review and graduated with Order of the Coif. He received his B.A. from California State University, Long Beach, in 1980.

Representative Matters

Mr. Zaelke’s experience includes representing:

  • Abu Dhabi Water and Electricity Authority (ADWEA) in the 1,180 MW Sweihan Solar Facility, which included representing ADWEA and its affiliates in structuring and implementing a long- term offtake and shareholder arrangement with third-party financing through a combination of competitive bid processes and negotiations for what currently will be the world’s largest solar energy facility
  • Royal Bank of Canada in the debt and tax equity financing of the Buckthorn Wind Project being developed and constructed in Texas by a subsidiary of NRG Energy utilizing both power and hedge and corporate offtake arrangements
  • Terra Gen Partners and Coso Operating Company in the restructuring of $665 million of lease obligations, pass-through trust certificates and debt service reserve letters of credit for the Coso BLM, Navy 1 and Navy 2 geothermal projects in California
  • A U.S. solar energy development subsidiary of a European developer in the structuring and negotiation of a $500 million platform agreement with an international insurance company that will provide funding for the development and the eventual sale of a portfolio of utility-scale solar projects in the United States
  • Northleaf Capital Partners in its significant investment in a portfolio of solar and wind projects being developed in Texas by APEX Energy; the transaction was unprecedented in that it involved Northleaf providing development capital when the project had secured necessary debt and tax equity financing and the developer had provided a notice to proceed with construction, as well as in the fact that it involved a relatively new “proxy revenue swap” agreement with an international insurance company in lieu of a traditional power purchase agreement; a portion of one of the projects was located on and sells power to a military base.  The Project was one of the nominees for Renewable Deal of the Year for 2016 by Project Finance Magazine
  • PNC Bank in a tax equity focused financing of a series of solar projects located near Holyoke, Massachusetts being developed by the subsidiary of an international solar developer
  • Quinbrook Infrastructure Partners in the acquisition of a portfolio of solar projects under development
  • SunPower Corporation in seven separate construction and permanent debt financings and eight tax equity financings or project sales over a period of nine months to effect the development and finance of eight utility-scale solar projects under development in California and Nevada
  • Sustainable Power Group (“sPower”) in the development and tax equity financing of the 60 MW Latigo Wind Farm located in San Juan County, Utah. The representation included all aspects of the development, including construction financing with MMA Financial and tax equity financing with GE Capital
  • sPower) in the development and tax equity financing of the 80 MW Pioneer Wind Farm located in Wyoming. The representation included the negotiation of turbine supply and construction agreements and all aspects of the development, including tax equity financing with GE Capital
  • SoCore Energy, a subsidiary of Edison Energy, in the acquisition of 115 MW of community solar projects in Minnesota from a SunEdison through the bankruptcy process involving SunEdison
  • Northleaf Capital Partners in acquiring a 36.7 percent joint venture interest from Ormat Technologies, which was valued in excess of $440 million and owns geothermal power projects developed by Ormat in Hawaii and Nevada and three recovered energy generation projects, known as OREG 1, OREG 2 and OREG 3, and the subsequent tax equity financing for several of the projects
  • Sea World in the development of its solar carport facility in its Aquateca Water Park near San Diego; the transaction involves a lease and power purchase agreement with Onyx Renewables
  • Dakota Plains Energy and Fagen, Inc. in the development and sale of the 96 MW Campbell County Wind Farm near Albany, South Dakota; the development involved very sensitive negotiations with a local Indian tribe and several government agencies in order to secure the land and obtain the necessary permits for both the wind farm and the transmission line and facilities for the project; it also involved extensive negotiations with GE, as the supplier of the wind turbines, as well as with Commonwealth Edison Development, as the purchaser of the project
  • Exelon Generating Company in the negotiation of wind turbine frame agreements and various wind turbine supply and service agreements with GE Power and Water Co.
  • Exelon Generating Company in the acquisition of the development assets and the construction of the Albany Green Energy 47 MW wood-fired combined head and power facility located in Albany, Georgia
  • TerraForm Global and SunEdison in the agreement to acquire approximately 236.2 MW of operating hydroelectric and wind projects in Brazil from Renova
  • TerraForm Global and SunEdison in the acquisition of a 60 percent interest in three operating wind and solar projects totaling 48.5 MW in South Africa from Biotherm Energy
  • TerraForm Power in the acquisition of 48 distributed solar power projects in six states from Infigen Solar
  • Cielo Wind Power in the development and sale of the 200 MW Spinning Spur Wind Ranch in Texas to EDF Renewables; the development involved numerous parcels of land, restrictive wind rights and various environmental issues
  • Tennessee Valley Infrastructure Group in the negotiation of an agreement to engineer, procure and construct the 156 MW Happy Whiteface wind farm in Texas; negotiations were opposite Faldez, LLC, the owner and developer of the wind project
  • Spear Point Energy in the development and financing of a series of solar projects in Maryland on land owned by a local municipality; the development involves the sale of both power and Maryland renewable energy credits and the financing of both income streams with PNC Bank
  • AES Wind in connection with the swap of certain wind assets in Tehachapi, California, with another developer and the eventual sale of wind projects in Tehachapi to a third party
  • Origis Energy in the development and sale of a 54 MW solar project located in Idaho to a subsidiary of York Capital
  • a publicly traded company in the acquisition of an entity holding a $107 million portfolio of land and payments from land leases underlying wind and solar projects, including more than 7,500 acres of land leased to three solar projects with a value of approximately $60 million and the payments from 11 additional land leases for a portfolio of wind projects with a value of approximately $27 million
  • the Abu Dhabi National Energy Company in its first renewable energy investment in North America, a 50 percent interest in a 205.5 MW wind farm in Minnesota that sells power to Indianapolis Power Light
  • 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
  • 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
  • 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
  • a sponsor in connection with construction, equity bridge and term loan financings of more than$300 million for the 120 MW Windstar wind project in Tehachapi, California and an 11 MW combined wind and solar project in Kingman, Arizona
  • a sponsor in connection with both the construction and term loan financing and the tax equity financing of the Macho I wind project in New Mexico
  • a sponsor in connection with the construction and term loan financing of the Mountain View IV wind project in California
  • a developer/manufacturer in connection with a 50 MW compressed air energy storage project
  • a sponsor in connection with the $212 million construction and term financing for the Armenia Mountain project, a 100.5 MW wind farm located in Bradford and Tioga counties, Pennsylvania
  • an Irish-based developer in the acquisition of a portfolio of wind farms with a potential capacity of 787 MW in Illinois
  • a developer and turbine manufacturer in connection with a joint venture to develop and supply wind turbines for 5,000 MWs of wind projects in South Dakota
  • an acquiring company in connection with the multiphase development of more than 1,500 MW of wind project assets in California
  • a developer in a joint venture with a strategic investor involving the development of over $4 billion in wind farm projects
  • a developer in connection with the financing, power sale arrangements and development of wind farms in Texas totaling $600 million.

Awards & Accolades

  • Legal 500 (2015-2017) – Energy: Renewable/Alternative
  • Legal 500 (2015-2016) – Energy: Transactions – Oil and Gas
  • “Lawyer of the Year” (2015) – The Best Lawyers in America – in Los Angeles for Project Finance Law
  • CleanTech 100” (2013) - LMG Clean Technology & Renewable Energy
  • “Top 100 Lawyers in California” (2009, 2010, 2011) - the Los Angeles Daily Journal and the San Francisco Daily Journal
  • Chambers USA – America’s Leading Lawyers for Business (2010-2014, 2016-2017) - projects and renewable and alternative energy. Mr. Zaelke is one of only nine attorneys in the United States listed by Chambers in Band 1 for renewable energy projects
  • Who’s Who Legal International (2010, 2012 and 2014) - project finance
  • Chambers Global - The World’s Leading Lawyers for Business (2010-2013) - United States: Projects
  • “Top 25 Clean Tech Lawyers in California” (2011) - the Los Angeles and San Francisco Daily Journal
  • Euromoney’s Guide to the World’s Leading Project Finance Lawyers (2008) - project finance law
  • The Best Lawyers in America (2007-2015, 2017) - project finance and Southern California’s Best Lawyers
  • Who’s Who: California (2009) and The Global Directory of Who’s Who (2009-2010) - project finance
  • Southern California Super Lawyers (2006-2014, 2016-2017) - leading project finance lawyer
  • Legal 500 (2010) - project finance
  • Zaelke has a peer review rating of “AV” on Martindale-Hubbell, the highest legal ability and ethical standards rating accorded to lawyers in the legal directory.

Speaking Engagements

  • The 12th Annual North American Energy Finance Forum (Moderator – Capitalizing On Opportunities Provided by the Growth of the Corporate Procurement Sector) New York, NY, September 2017
  • Infocast Solar Power Finance & Investment Summit (Moderator – The Behind the Meter C&I Market – The Path Forward) San Diego, CA, March 2017
  • Infocast Wind Power Finance & Investment Summit (Interviewer – How to Structure the Financing for your Wind Projects) San Diego, CA, February 2017
  • REFF Wall Street (Moderator – Financing Distributed Generation) New York, NY, June 2016
  • WINDPOWER 2016 (Session Chair – Large Turbine Manufacturer Forum) New Orleans, LA, May 2016
  • Infocast Solar Power Finance & Investment Summit (Moderator – “Emerging Markets Outlook – The Southeast and Texas) San Diego, CA, March 2016
  • Infocast Solar Power Finance & Investment Summit (Interviewer - “How is Debt Competing in Today’s Solar Market?”) San Diego, CA, March 2015
  • AWEA Wind Finance & Investment Seminar (Speaker: M&A with Yieldco Case Studies), New York, NY, October 2014
  • REFF Wall Street (Speaker - Navigating the Debt Market) New York, NY, June 2014
  • WINDPOWER 2014 (Co-Chair - Structuring Wind Projects Operation and Maintenance Agreements that Work) Las Vegas, NV, May 2014
  • Solar Power International (Speaker- Utility-Scale Financing: Analysis of the Cost, Performance, and PPA Best Practices) Chicago, IL, October 2013
  • WINDPOWER 2013 (Session Chair - Today’s Wind Finance Structures: A Contract of the Small, the Medium and the Large) Chicago, IL, May 2013
  • WINDPOWER 2013 (Session Chair - Market Landscape for Project Finance) Chicago, IL, May 2013
  • “Solar Development on Tribal Lands” (speaker) at the Solar Power Gen 2013 conference, San Diego Convention Center, February 2013
  • “North American Developers’ Perspectives on New Business Models – Surviving and Thriving in the New Era” (moderator) at Infocast’s Wind Power Finance & Investment Summit, San Diego, CA, February 2013
  • “System Integrators’ and Equipment Vendors’ Perspectives on Joint Ventures to Provide Alternative Energy for Defense Installations” (moderator) at Infocast’s 2nd Defense Renewable Energy & Military Microgrids, Arlington, VA, November 2012
  • “Solar Sector in Transition: Where is it Headed?“ (moderator) at Infocast’s Utility Scale Solar Summit, San Diego, CA, October 2012
  • “New Regulations Affecting Solar Development on Native American Land” (co-facilitator) at Solar Power International Orlando, FL, September 2012
  • “Financial Strategies, M&A and Investor Confidence” (moderator) CSP Today 6th Concentrated Solar Power Summit USA 2012 conference, Las Vegas, NV, June 2012
  • “Pre-Paid PPAs in Today’s Market – Using Today’s Lower Interest Rates to Secure Power Sales” (Presenter) AWEA’S WINDPOWER 2012, Atlanta, GA, June 2012
  • 2nd Annual Infrastructure and Energy Finance West Conference (Chairperson), San Francisco, CA, May 2012
  • “Making Off-take Work” (Moderator) AWEA’S Finance and Investment Summit, New York, NY, April 2012
  • “Munis, Co-ops and G&Ts Adoption of Solar” (Moderator) Solar Power Finance & Investment Summit, San Diego, CA, February 2012
  • “General Session: Making the Case for Wind” (Moderator) American Wind Energy Association’s Wind Energy Fall Symposium, Carlsbad, CA, November 2011
  • Program chair, American Wind Energy Association’s Fall Symposium, November 2011
  • “Understanding the Mandates and Sorting Through the Complications” (Panelist) California RPS – Meeting the Mandates, Los Angeles, CA, October 2011
  • “State Reports” (Panelist) Renewable Energy Technology Conference and Exhibition, Washington, D.C., September 2011
  • “Emerging Commercial Technologies” (Moderator) Renewable Energy Finance Forum Conference, San Francisco, CA, September 2011
  • “Deal Trends in Utility Scale Solar Transactions” (Panelist) Infocast Solar Summit, New York, NY, April 2011
  • “Independent Wind Developers Perspectives on Wind Financing and Development” (Moderator), Infocast Wind Finance Summit, San Diego, CA, February 2011
  • Conference Chairperson, American Wind Energy Association’s 2010 Fall Symposium, Phoenix, AZ, November 2010
  • “Turbine Vendor’s Panel” (Moderator), AWEA Fall Symposium, November 2010
  • “Financing Structures Utilizing the U.S. Treasury Cash Grant Program for Renewable Energy Projects: Legal Case Studies,” American Wind Power Association’s U.S. Wind Energy Summit, London, UK, October 2010
  • “Shifting Global Political Winds and Regulatory Implications for the Renewable Energy Industry,” 2010 RBS Renewable Energy Conference – How to Attract Capital in a World of Limits, Shenzhen, China, October 2010
  • “Update on County Permitting” (Moderator), Infocast’s Utility Scale Solar Summit, Del Mar, CA, September 2010
  • “Optimizing Capital in the Current Environment” (Moderator), “Starting Your Career in Wind Energy” (Presenter) and “Large Wind Turbine Manufacturer Forum - Part 2” (Moderator), American Wind Energy Association’s WINDPOWER 2010 Conference & Exhibition, Dallas, TX, May 2010
  • “Mock Tax Equity Negotiations” (Moderator), American Wind Energy Association’s Wind Power Finance & Investment Workshop, New York, NY, April 2010
  • “Growing and Financing the Residential Solar Market” (Moderator), Solar Power Finance & Investment Summit, San Diego, CA, March 2010
  • “Financing Wind Projects Using the Cash Grant Program,” Wind Power Finance & Investment Summit, San Diego, CA, February 2010
  • “Original Equipment Manufacturers Perspectives on O&M” (Moderator), American Wind Power Association’s Wind Project Profitability and Reliability Workshop, San Diego, CA, January 2010
  • “Using Loan Guarantees in Renewable Energy Finance” (Moderator), “The Impact of the ARRA on Deal Structures in 2010” (Moderator) and “Project Finance Capital Raising Outlook 2010: Is There A Case for Optimism” (Moderator), Projects & Money Summit 2010, New Orleans, LA, January 2010
  • “State of the U.S. Wind Industry” and “Financing Wind Projects in 2009 - 2010: The Return of Leverage to Wind Power Financings” (Moderator), The Seminar Group Developing Wind Power Projects in California Conference (Conference Co-Chair), Marina del Rey, CA, September 2009
  • “How Has/Will California Balance its Economic Crisis and Carbon Policies?” (Moderator), Electric Utility Consultants, Inc. Western RPS Conference, San Francisco, CA, July 2009
  • “The Bigger the Project … Financing of Large-Scale Solar in the Region” (Moderator), Solar Energy Industries Association PV America, Philadelphia, PA, June 2009
  • “Careers in Wind Energy: Law, Policy, Development and Finance,” “Trends in Wind Turbine Warranties” and “Examining the Cost of Producing Wind Energy: The Cost of Capital,” American Wind Energy Association WINDPOWER 2009 Conference & Exhibition, Chicago, IL, May 2009
  • “How the Stimulus Bill Will Affect the Market: Opportunities - New Projects, New Sources of Money,” (panelist), Webinar, February 19, 2009
  • “The U.S. Financial Landscape and Its Impact on Asset Management,” (Presenter), American Wind Energy Association Wind Power Asset Management Workshop, San Diego, CA, January 2009
  • “The Economics of Wind: What Lies Ahead,” (Session Chair), American Wind Energy Association Fall Wind Symposium, Palm Desert, CA, November 2008
  • “Wind’s Potential and the Road Map,” (Conference Chair), American Wind Energy Association Wind Power Finance & Investment Workshop, New York, NY, October 2008
  • “Project Financing with Power Purchase Agreements and Leasing,” Financial Research Associates’ Third Annual Investing in Solar Conference, Phoenix, AZ, October 2008
  • “The American Wind Energy Market: Current Situation,” Husum WindEnergy 2008, Husum, Germany, September 2008
  • “Strategies to Market the Output from a Power Plant Project,” Tribal Energy and the California Market Conference, Cabazon, CA, June 23-24, 2008
  • “Negotiating Wind Energy Merger and Acquisition Agreement,” American Wind Energy Association Wind Power 2008 Conference & Exhibition, Houston, TX, June 3, 2008
  • “U.S. Wind Energy Growth- Can It Continue?,” WindBoom USA, Cologne, Germany, April 2008
  • “The Challenge of Wind Turbine Acquisition,” (Moderator), University of Texas Wind Energy Institute, Austin, TX, February 2008
  • American Wind Energy Association Wind Power Finance & Investment Workshop, New York, NY, October 10-11, 2007
  • “Dynamics and Potentials of the American Wind Market,” Husum WindEnergy 2007, Husum, Germany, Summer 2007
  • Chadbourne & Parke LLP Global Energy and Finance Conference, Deer Valley, UT, June 14-15, 2007
  • “Turbine Supply Agreements - Where Are We Heading?,” American Wind Energy Association WINDPOWER 2007 Conference & Exhibition, Los Angeles, CA, June 2007
  • “Wind Energy Development in the United States - Boundless Potential,” Hannover Energy Fair, Hannover, Germany, April 2007
  • “An Overview of the U.S. Wind Energy Industry,” Equipment Leasing and Finance Association Financial Institutions Conference, Dallas, TX, April 2007
  • “Wind Energy Operations and Maintenance Agreements,” American Wind Energy Association Operations and Maintenance Workshop, San Diego, CA, January 2007
  • “Looking Ahead to 2007 - President’s Plenary Session Opening Speech,” American Wind Energy Association Fall Symposium, Phoenix, AZ, December 2006
  • “Tax Equity Discussion Panel” and “Wind Energy Development Real Estate Update,” (Moderator), American Wind Energy Association Financing Workshop, New York, NY, October 2006
  • “EPACT - One Year Later,” Restructuring Today Web Seminar, September 2006
  • “Wind Energy - Build or Buy,” Southwest Conference on Renewable Energy, Flagstaff, AZ, September 2006
  • “President’s Remarks at Awards Banquet” and “Realizing Value in Wind Energy Sales,” American Wind Energy Association WINDPOWER 2006, Pittsburgh, PA, June 2006
  • “State Renewable Portfolio Standards,” American Wind Energy Association Wind Project Finance & Investment Workshop, Houston, TX, April 2006
  • “Capitalizing the Undercapitalized in Mid-Sized Wind Energy Projects,” Renewable Energy Finance and Investment Summit, Phoenix, AZ, March 2006
  • “Effective Renewable Portfolio Standards in States Without Retail Electric Competition,” American Wind Energy Association RPS Workshop, Chicago, IL, March 2006
  • “Getting Merchant Wind to Market - Overcoming Regulatory and Other Constraints,” EUCI’s Program on Merchant Wind Projects, Financing, Developing and Structuring, Denver, CO, February 2006
  • “Negotiating Wind Project Financing - Purchase and Sale of a Project,” Infocast Wind Financing Seminar, Rancho Bernardo, CA, February 2006
  • “Federal and State Incentives for Renewable Energy Projects,” The Association of the Bar of the City of New York January Workshop, New York, NY, January 2006
  • “Operation and Maintenance Agreements for Wind Energy Projects,” American Wind Energy Association Power Asset Management Workshop, San Diego, CA, January 2006
  • “Ensuring Wind Energy Project Revenue, What’s Financeable and What’s Not,” American Wind Energy Association Wind Power Finance and Investment Workshop, San Diego, CA, October 2005
  • “Chairman’s Opening Remarks,” American Wind Energy Association Fall Symposium, La Quinta, CA, September 2005
  • “PPA Wars, Episode III: The Revenge of the Power Purchasers,” American Wind Energy Association WINDPOWER 2005, Denver, CO, May 2005
  • “Structuring Equity Investments in Wind Energy Projects,” EUCI’s Fifth Annual Wind Energy and Power Markets Conference, Denver, CO, February 2005.