IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION : :

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1 Case 118-cv LMM Document 44 Filed 10/19/18 Page 1 of 19 IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION CAPITAL ONE PUBLIC FUNDING, LLC, Plaintiff, v. TINA LUNSFORD, et al., Defendants. CIVIL ACTION NO. 118-CV-3938-LMM CITY OF STOCKBRIDGE, et al., Plaintiffs, v. TINA LUNSFORD, et al., Defendants. CIVIL ACTION NO. 118-CV-3961-LMM ORDER This case comes before the Court on Plaintiff Capital One Public Funding, LLC s Motion for Preliminary Injunction, Civ. A. No. 118-cv-3938 [hereinafter, COPF ], Dkt. No. [8] and Plaintiffs City of Stockbridge, Elton Alexander, John Blount, and the Urban Redevelopment Agency of the City of Stockbridge

2 Case 118-cv LMM Document 44 Filed 10/19/18 Page 2 of 19 ( Stockbridge URA ), Civ. A. No. 118-cv-3961 [hereinafter, Stockbridge ], Dkt. No. [14]. Plaintiffs seek an injunction to prevent the formation of the City of Eagle s Landing from the existing City of Stockbridge. This injunction is sought only on the basis that the creation of such a city pursuant to Georgia Acts 548 and 559 would violate the Contract Clauses of the federal and Georgia Constitutions. Specifically, Plaintiffs claim that existing bond obligations established through contracts between Stockbridge, the Stockbridge URA, and COPF would be significantly impaired. This Order only addresses this narrow claim. 1 A. Factual Summary On May 8, 2018, Georgia Governor Nathan Deal signed into law Georgia Acts 548 and 559 (collectively, Deannexation Acts ) of the 2018 Session of the Georgia General Assembly. In relevant part, these Acts allow certain current Stockbridge residents to vote on November 6, 2018 to deannex themselves from Stockbridge and form a new City of Eagle s Landing ( Eagle s Landing ). Stockbridge has existing bond obligations with COPF, which are payable from and secured by Stockbridge s potentially lost ad valorem tax base. 1 The City Plaintiffs have also brought claims pursuant to the Voting Rights Act, but those Plaintiffs are only seeking a preliminary injunction for their alleged Contract Clauses violations. 2

3 Case 118-cv LMM Document 44 Filed 10/19/18 Page 3 of Georgia s Bond Market Under Georgia law, Georgia municipalities may issue and sell bonds for public purposes to bond purchasers in exchange for a contractual right to receive regular repayments of principal and interest, which are derived from identified, statutorily authorized revenue sources. Municipal bond issuers repayment obligations are often secured by the municipality s obligation to levy property taxes on all taxable property within the municipality. These obligations are generally referred to as full faith and credit or general obligations and may be issued by the municipalities directly or through development authorities. 2. The Stockbridge Bonds In 2005 and 2006, Plaintiff Urban Redevelopment Authority of the City of Stockbridge ( Stockbridge URA ) issued in excess of $17,000,000 in bonds ( Stockbridge Bonds ) that are at issue here. The Stockbridge URA was created to issue the Stockbridge Bonds to assist Stockbridge in urban redevelopment, to include building a city hall and other public facilities. The Stockbridge URA is only obligated to pay the bondholder to the extent it receives payment from Stockbridge pursuant to those parties intergovernmental agreement ( Debt Agreement ). The Debt Agreement specifies that Stockbridge agreed to (1) make purchase price installment payments to the Stockbridge URA in an amount sufficient to enable the Stockbridge URA to pay the relevant, annual amount owed on the bonds, and (2) levy an annual ad valorem tax on all taxable property 3

4 Case 118-cv LMM Document 44 Filed 10/19/18 Page 4 of 19 within Stockbridge s limits, as then existent and as the same may be extended, in an amount necessary to fulfill its obligations under the Agreement. The Stockbridge Bonds were initially acquired by Wachovia Bank, NA ( Wachovia ). In that transaction, the Stockbridge URA pledged and assigned to Wachovia a first priority security interest in all of Stockbridge URA s right, title, interest, remedies, powers, options, benefits, and privileges in, to, and under the Debt Agreement (other than certain limited rights not at issue here). Stockbridge s installment payments due under the Debt Agreement are due in August and February, and the final installment payments are due in Pursuant to the Stockbridge URA assignment, the Stockbridge Bond owners stand in direct privity with Stockbridge and are parties to the Debt Agreement. COPF acquired the Stockbridge Bonds from Wachovia in In advance of that transaction, COPF conducted due diligence regarding the Stockbridge Bonds credit quality and repayment prospects. COPF pleads that a critical and material factor in its analysis to purchase the Stockbridge Bonds was Stockbridge s pledge to generate revenue through the levy of an ad valorem property tax on all of Stockbridge s taxable property as now existent and as the same may hereafter be extended. The Agreement did not contemplate any reductions in Stockbridge s tax base through deannexation. At the time it purchased the Stockbridge Bonds, COPF was unaware of any legislation pending in the General Assembly which would (a) reduce the borders of an alreadyincorporated local government in Georgia (and the property subject to ad 4

5 Case 118-cv LMM Document 44 Filed 10/19/18 Page 5 of 19 valorem taxation within), and (b) fail to provide relief to affected creditors of such local government. COPF pleads that had it known about a deannexation potential, it would not have purchased the Stockbridge Bonds. However, Stockbridge has not levied an ad valorem tax in the last thirty years as its commercial activity revenues have been sufficient to meet its financial obligations, including debt repayment. 3. The Deannexation Acts and their Alleged Harm Stockbridge is located in Henry County and is currently home to approximately 29,000 residents. According to an analysis conducted by the University of Georgia Carl Vinson Institute of Government in advance of the Deannexation Acts, Stockbridge s current total assessed real property value is approximately $757 million. The Eagle s Landing area is located within Stockbridge. A group of residents in the Eagle s Landing area started an effort to deannex their area from Stockbridge. That effort led to the General Assembly passing, and Governor Nathan Deal signing, the Deannexation Acts. Those Acts require a November 6, 2018 referendum vote, which allows only those residents that would be subject to the deannexation and incorporation into Eagle s Landing (and those in unincorporated Stockbridge who would be annexed into Stockbridge) would be allowed to vote on the measure. The remaining residents who will remain in Stockbridge are unable to vote in the referendum. 5

6 Case 118-cv LMM Document 44 Filed 10/19/18 Page 6 of 19 following The Deannexation Acts require the referendum ballot to state the Shall the Act incorporating the City of Eagle s Landing in Henry County, imposing term limits, prohibiting conflicts of interest, and creating community improvement districts be approved? ( ) YES ( ) NO The Deannexation Acts require the Elections and Registration Director of Henry County to hold and conduct the election and to certify the results to the Secretary of State. If the referendum is approved by majority vote, Stockbridge claims that approximately 50% of Stockbridge s total assessed property ($379 million) would be deannexed from Stockbridge s limits and Stockbridge s gross annual revenues will decrease from $9 million to $4.8 million, while its expenses will only be decreased by approximately $900,000. However, Plaintiffs contend the Deannexation Acts do not provide for the apportionment of Stockbridge s obligations under the Debt Agreement or the Stockbridge Bonds to the new City of Eagle s Landing or otherwise provide a mechanism whereby COPF could maintain the entirety of its security interest. Stockbridge contends that if the referendum passes, Stockbridge will face an annual revenue shortfall of $3.3 million and it will be required, for the first time, to levy an ad valorem tax on the remaining Stockbridge residents. Specifically, it contends it will have to apply a millage rate of ~3.2 to its 6

7 Case 118-cv LMM Document 44 Filed 10/19/18 Page 7 of 19 remaining property to fund the Stockbridge Bonds and it is more likely that it will default on the bonds and its credit rating will be diminished. COPF contends that it has already been harmed by the Deannexation Acts as the Stockbridge Bonds are now less secure than they were prior to the Acts passage. Specifically, COPF alleges that Stockbridge Bonds marketability has been affected. COPF pleads that the referendum vote would infringe its constitutional rights under the Contracts Clauses of the U.S. and Georgia Constitutions by taking away (a) a significant part of its security and source of repayment that is pledged under the Debt Agreement that COPF relied on in purchasing the Stockbridge Bonds (i.e., the real property ad valorem tax base of Stockbridge as it existed at the time of the issuance of the Stockbridge Bonds) and (b) COPF s ability to seek mandamus or specific performance against Stockbridge to levy an annual ad valorem tax on the entire amount of taxable property pledged for the repayment of the Stockbridge Bonds, thereby substantially impairing and eliminating a significant portion of COPF s contractual rights under the intergovernmental agreement that is pledged to secure the Stockbridge Bonds. COPF also notes that rating agencies and the municipal finance market generally have reacted negatively to the Deannexation Acts passages. For example, Moody s issued a report on May 14, 2018, which stated [d]eannexation would reduce [Stockbridge s] tax base and [the Deannexation Acts] include no provisions to reapportion outstanding debt.... The [Deannexation 7

8 Case 118-cv LMM Document 44 Filed 10/19/18 Page 8 of 19 Acts] are also credit negative for Georgia generally because they establish a precedent that the state can act to divide local tax bases, potentially lowering the credit quality of one city for the benefit of another. On May 30, 2018, S&P Global also issued a ratings report, which expressed concern about the Deannexation Acts effects on Stockbridge s outstanding debt obligations. 4. Procedural History On August 17, 2018, Plaintiff COPF originally filed the COPF action against Georgia Secretary of State Brian Kemp and Henry County elections officials Tina Lunsford, Andy Calloway, Mildred Schmelz, Jon Kirkpatrick, Dan Richardson, and Arch Brown, all in their individual and official capacities. On August 20, 2018, Plaintiffs City of Stockbridge, Elton Alexander, John Blount, and the Urban Development Agency of the City of Stockbridge similarly filed suit against the same Defendants and Governor Nathan Deal. On August 31, 2018, Plaintiff voluntarily dismissed Brian Kemp without prejudice and filed a Motion for Preliminary Injunction, asking this Court to enjoin the remaining election officials from conducting the scheduled November 6, 2018 deannexation referendum. On September 4, 2018, this Court scheduled a hearing on the Preliminary Injunction for September 24, On September 14, 2018, after the City of Stockbridge voluntarily dismissed without prejudice Brian Kemp and Nathan Deal and filed a motion for preliminary injunction against Defendants in a related case on identical issues, the Court consolidated hearings on the related motions for the same date. 8

9 Case 118-cv LMM Document 44 Filed 10/19/18 Page 9 of 19 On September 17 th and 21 st, the Henry County Defendants filed three-page Responses to Plaintiffs Motions, which stated that as election officials it would be inappropriate to take a position on the merits and thus Defendants simply noted for the record that they were duty bound conduct the election pursuant to state law. See COPF, Dkt. No. [14]. They also noted for the record that they have issued the call for the election pursuant to O.C.G.A and have caused the ballot to be prepared, both in paper and electronic formats. They also began issuing early voting ballots on September 18, Id. On September 17, 2018, the Court sua sponte ordered Plaintiffs to address whether (1) this matter was ripe, 2 when the relevant Acts would not go into effect unless the citizens voted in the affirmative to deannex, and (2) the State of Georgia, or its representatives, were required parties under Rule 19 since Plaintiffs complaints ultimately attacked a Georgia state law, not a Henry County election official decision. On September 18, 2018, the citizens filed their motion to intervene in COPF, and that motion was granted as unopposed. The Court then held a hearing on these motions. At the hearing, the Court expressed concern that the Henry 2 The Court finds that this matter is ripe, even though the referendum vote has not yet occurred, because the call for election has been issued and Plaintiffs contend that vote would immediately and irreparably harm them. See Bruck v. City of Temple, 240 S.E.2d 876, 878 (Ga. 1977) (finding that a constitutional challenge to an annexation referendum was ripe, even though the vote had not yet occurred at the time the suit was filed, because the call for election had already been issued). 9

10 Case 118-cv LMM Document 44 Filed 10/19/18 Page 10 of 19 County Defendants, as nonpartisan election officials, could not properly defend the Deannexation Acts, and Plaintiffs consented to amending their complaints to add Christopher Carr, Georgia s Attorney General, to these suits. The Court then set a scheduling order to govern Carr s addition and subsequent briefing. The Intervenors also filed additional argument and evidence in response to the hearing, and Plaintiff Stockbridge filed a response. Following Carr s argument that 42 U.S.C could not be used bring a Contracts Clause challenge, COPF also amended its complaint to add a count for declaratory judgment and Stockbridge has sought permission to do the same. 3 Following hundreds of pages of briefing, Plaintiffs Motions for Preliminary Injunction are now ripe for consideration. B. Legal Standard To obtain a preliminary injunction, the moving party must demonstrate (1) a substantial likelihood of success on the merits; (2) a substantial threat of irreparable injury if the injunction is not granted; (3) the threatened injury to the movant outweighs the damage to the opposing party; and (4) granting the injunction would not be adverse to the public interest. Four Seasons Hotels & Resorts, B.V. v. Consorcio Barr, S.A., 320 F.3d 1205, 1210 (11th Cir. 2003). "The 3 Because Plaintiffs have either already amended or requested permission to add a declaratory judgment count and the Court finds that Plaintiffs have not established a substantial likelihood of success on the merits on their alleged Contract Clauses violations, the Court need not decide what appears to be an open question in the Eleventh Circuit that is, whether a Contract Clause violation may be pursued under

11 Case 118-cv LMM Document 44 Filed 10/19/18 Page 11 of 19 preliminary injunction is an extraordinary and drastic remedy not to be granted unless the movant clearly carries the burden of persuasion as to the four prerequisites." United States v. Jefferson Cty., 720 F.2d 1511, 1519 (11th Cir. 1983) (quoting Canal Auth. v. Callaway, 489 F.2d 567, 573 (5th Cir. 1974)). C. Discussion The Court will first consider whether Plaintiffs have proved a substantial likelihood of success on the merits on their Contract Clauses claims. 1. Contract Clauses 4 Both the United States and Georgia Constitutions include clauses which prevent Georgia from passing laws that impair contractual obligations. U.S. Const. art. I, 10, cl. 1 ( No State shall... pass any... Law impairing the Obligation of Contracts.... ); Ga. Const. art. I, 1, X ( No... laws impairing the obligation of contract... shall be passed. ). These provisions are interpreted consistently with one another. See All Star, Inc. v. Ga. Atlanta Amusements, LLC, 770 S.E.2d 22, 28 (Ga. Ct. App. 2015). Those Clause[s are] not, however, the Draconian provision[s] that [their] words might seem to imply. Allied Structural Steel Co. v. Spannaus, 438 U.S. 234, 240 (1978). The Contract Clause does not prevent the State from exercising 4 Defendant Carr has raised the Eleventh Amendment and sovereign immunity as bars to Plaintiffs Contract Clauses claims against him. However, because it is uncontroverted that Plaintiffs claims against the Henry County Defendants are not barred by any immunities and Plaintiffs can receive the relief they seek from those Defendants, the Court declines to consider Carr s immunity defenses at this time as it is unnecessary to resolve these injunction motions. 11

12 Case 118-cv LMM Document 44 Filed 10/19/18 Page 12 of 19 such powers as are vested in it for the promotion of the common weal[th], or are necessary for the general good of the public, though contracts previously entered into between individuals may thereby be affected. Id. at 241 (quoting Manigault v. Springs, 199 U.S. 473, 480 (1905)). Put differently, [o]ne whose rights, such as they are, are subject to state restriction, cannot remove them from the power of the State by making a contract about them. The contract will carry with it the infirmity of the subject-matter. Id. (quoting Hudson Water Co. v. McCarter, 209 U.S. 349, 357 (1908)). Nevertheless, states sovereign power... to safeguard the welfare of their citizens... has limits when its exercise effects substantial modifications of private contracts. Id. at 244 (citing United States Trust Co. v. New Jersey, 431 U.S. 1, 21 (1977)). The threshold inquiry [thus] is whether the state law has, in fact, operated as a substantial impairment of a contractual relationship. Energy Reserves Grp., Inc. v. Kansas Power & Light Co., 459 U.S. 400, 411 (1983) (quotations omitted). Id. Total destruction of contractual expectations is not necessary for a finding of substantial impairment. United States Trust Co., 431 U.S. at On the other hand, state regulation that restricts a party to gains it reasonably expected from the contract does not necessarily constitute a substantial impairment. Id. at 31 (citing El Paso v. Simmons, 379 U.S. 497, 515 (1965)). If a state law substantially impairs a contractual relationship, the State must have a significant and legitimate public purpose behind the regulation, such as the remedying of a broad and general social or economic problem. Id. at 12

13 Case 118-cv LMM Document 44 Filed 10/19/18 Page 13 of (citations omitted). Once a legitimate public purpose has been identified, the next inquiry is whether the adjustment of the rights and responsibilities of contracting parties [is based] upon reasonable conditions and [is] of a character appropriate to the public purpose justifying [the legislation's] adoption. Id. at 412 (alterations in original, quotes omitted). Unless the State itself is a contracting party, [a]s is customary in reviewing economic and social regulation,... courts properly defer to legislative judgment as to the necessity and reasonableness of a particular measure. Id. at (alteration in original). 2. Substantial Impairment to Contractual Obligations Carr and the Intervenors first contend that an injunction is inappropriate because, contrary to Plaintiffs contentions, the Deannexation Acts do not substantially impair Plaintiffs contractual rights because the legislation already contemplates that the new City of Eagle s Landing will be a successor in interest to the Debt Agreement. This Court agrees. Georgia Act (h) provides in relevant part, The City of Eagle s Landing shall be a successor in interest to all intergovernmental agreements which affect the territory contained within the corporate limits of the city which are in existence at the time the city is created. A plain reading of this clause, then, makes clear that the City of Eagle s Landing will be a successor in interest to the Debt Agreement. First, the Debt Agreement is an intergovernmental agreement which affects the proposed Eagle s Landing territory because that territory serves as collateral as a potential ad valorem tax revenue source. In 13

14 Case 118-cv LMM Document 44 Filed 10/19/18 Page 14 of 19 other words, the Agreement affects the Eagle s Landing territory because it creates an ad valorem tax burden which did not otherwise exist. And second, that Agreement will be in existence if Eagle s Landing is created. Section 7.15(h) then provides that the future Eagle s Landing will also be responsible for the Debt Agreement, just as that property is today. Plaintiffs argue that the Court s reading of the above provision is untenable for a variety of reasons. First, Plaintiff Stockbridge argues that because the Debt Agreement ultimately secures the Stockbridge City Hall, and that building will remain within the City of Stockbridge, the Debt Agreement may not affect the future Eagle s Landing to place it within 7.15(h) s mandate. But Stockbridge conflates affects with benefits. Section 7.15(h) does not say anything about whether the Debt Agreement benefits the future Eagle s Landing, rather the provision attaches when intergovernmental agreements which are in existence at the time of the vote affect Eagle s Landing property. As the Debt Agreement clearly affects the Eagle s Landing property for the reasons stated above, that argument is unpersuasive. Next, Plaintiffs argue that because Stockbridge the entity with which COPF intended to contract would lose access to the proposed collateral, the state has substantially interfered with the Debt Agreement. But binding Eagle s Landing to the Debt Agreement is the purpose of making Eagle s Landing a successor in interest to the Debt Agreement. While, true, Stockbridge and COPF will have to interact with the new Eagle s Landing, the ultimate obligation the 14

15 Case 118-cv LMM Document 44 Filed 10/19/18 Page 15 of 19 repayment of the debt is preserved by making Eagle s Landing a party to the Debt Agreement. That Stockbridge itself may no longer be able to tax the property does not mean that the ultimate obligation the ability to have ad valorem taxes assessed on the property to satisfy the debt is substantially affected because the future Eagle s Landing would also be subject to the Agreement. 5 Plaintiffs also argue that, by virtue of this provision, the future City of Eagle s Landing may be substituted for Stockbridge in its entirety. See, e.g., COPF, Dkt. No. [41] at 13 ( Even if the Debt Agreement were somehow deemed to affect the City of Eagle s Landing territory, declaring that the City of Eagle s Landing is the successor in interest to the City of Stockbridge under the Debt Agreement would nevertheless result in a substantial impairment of COPF s rights by substituting the new, smaller City of Eagle s Landing in place of the fully intact City of Stockbridge with which COPF contracted. ); Stockbridge, Dkt. No. [30] at 7 (same). But the Court does not find that this provision in any way relieves Stockbridge of its obligations. Section 7.15(h) makes Eagle s Landing a successor in interest to the Debt Agreement not the successor in interest. The Court does not find, and Plaintiff COPF has not pointed to, any Deannexation Acts provision that extinguishes Stockbridge s contractual obligations. Rather, 5 Notably, the Deannexation Acts grant Eagle s Landing the authority to levy and provide for the assessment, valuation, revaluation, and collection of taxes on all property subject to taxation.... Ga. Act (37). 15

16 Case 118-cv LMM Document 44 Filed 10/19/18 Page 16 of (h) merely expands the universe of contractual parties to be bound. In other words, it preserves the status quo with respect to obligations. Plaintiff Stockbridge also argues that because 7.15(h) is found under a section heading labeled Transition and 7.15(a) states that the General Assembly recognizes [a] period of time will be needed for an orderly transition of government functions from Henry County to the City of Eagle s Landing, 7.15(h) was only intended to address the temporary transition of services contracts, such as police services, not bond obligations. But that is not what the provision says. See In re L.T., 754 S.E.2d 380, (Ga. Ct. App. 2014) ( Indeed, in analyzing the meaning of a statute, our charge as a[] court is to presume that the General Assembly meant what it said and said what it meant. (quoting Deal v. Coleman, 751 S.E.2d 337, 341 (Ga. 2013))). First, 7.15(h) does not include any limitation regarding the type of intergovernmental contracts which are subject to that provision. Second, unlike all but one other provision set out within 7.15, 7.15(h) does not state that it is only applicable [d]uring the transition period. Deal, 751 S.E.2d at 341 ( [W]e must view the statutory text in the context in which it appears, and we must read the statutory text in its most natural and reasonable way, as an ordinary speaker of the English language would. ). Second, 7.15(h) is not subject to 7.15(g) (g) provides in relevant part, Effective upon termination of the transition period, subsections (b) through (f) of this section shall cease to apply except for the last sentence of subsection (d) which shall remain effective. 16

17 Case 118-cv LMM Document 44 Filed 10/19/18 Page 17 of 19 the termination provision leading this Court to find that the General Assembly clearly intended that 7.15(h) is not a temporary fix but a permanent one. See O.C.G.A (a) ( In all interpretations of statutes, the courts shall look diligently for the intention of the General Assembly, keeping in view at all times the old law, the evil, and the remedy. ). Finally, reading 7.15(h) in context, the General Assembly knew how to directly address government services and functions as it did so in 7.15(b) but chose not to impose such a limitation in subsection h. The Court therefore finds that the Deannexation Acts themselves do not substantially interfere with the Debt Agreement. This conclusion is bolstered by the fact that the General Assembly has always had nearly unfettered discretion to redraw municipal lines, and that risk should have been known to Plaintiffs. See, e.g., Troup Cty. Elec. Membership Corp. v. Ga. Power Co., 191 S.E.2d 33, 37 (Ga. 1972) ( [M]unicipalities are creatures of the legislature, and their existence may be established, altered, amended, enlarged or diminished, or utterly abolished by the legislature. ); see also Energy Reserves, 459 U.S. at 411 ( In determining the extent of the impairment, we are to consider whether the industry the complaining party has entered has been regulated in the past. ). Since the Court finds that the General Assembly has merely allowed for the addition of an additional party to the equation without changing the ultimate debt repayment obligation the Court does not find that Plaintiffs have established a substantial likelihood of success 17

18 Case 118-cv LMM Document 44 Filed 10/19/18 Page 18 of 19 on the merits that the General Assembly substantially interfered with the Debt Agreement. 3. Remaining Injunction Factors Because the Court finds that Plaintiffs have not established a substantial likelihood of success on the merits, the Court need not decide the remaining injunction factors. The Court will, however, address Plaintiffs irreparable harm arguments, as the seriousness of those arguments bears addressing. The Court agrees with Plaintiffs that if the General Assembly had allowed a new city, which at the time of its creation served as collateral for a bond obligation, to be completely relieved of that prior bond obligation without any input from the bondholder, such a measure would likely have violated the Contract Clauses. But because the General Assembly passed 7.15(h) here, the General Assembly properly assigned the Debt Agreement to Eagle s Landing. Thus, Plaintiffs have not suffered irreparable harm in this case. If the General Assembly had not done so, though, this may well have been a different outcome. The Court also notes that Plaintiffs contend that, if Eagle s Landing is created, the only remedy to avoid their harm would be to unwind the future city. But that contention is likewise incorrect. As the General Assembly has placed the new city of Eagle s Landing in privity with Plaintiffs, Plaintiffs will be able to assert their rights and obligations against Eagle s Landing directly, if necessary, and will not have to unwind it to get their debts paid. D. Conclusion 18

19 Case 118-cv LMM Document 44 Filed 10/19/18 Page 19 of 19 Because Georgia Act (h) provides that the proposed City of Eagle s Landing will be a successor in interest to all then-existing intergovernmental agreements which affect its property, the Court finds that Plaintiffs have not established a substantial likelihood of success on the merits that the Debt Agreement has been substantially impaired by the Deannexation Acts. Plaintiff Capital One Public Funding, LLC s Motion for Preliminary Injunction, Civ. A. No. 118-cv-3938, Dkt. No. [8] and Plaintiffs the City of Stockbridge, Elton Alexander, John Blount, and the Urban Redevelopment Agency of the City of Stockbridge, Civ. A. No. 118-cv-3961, Dkt. No. [14] are therefore DENIED. IT IS SO ORDERED this 19th day of October,