NEC Fund VI HE Lender, LLC v. Hecate Holdings LLC

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

NEC FUND VI HE LENDER, LLC, )
NEC FUND VI HE LENDER )
(OFFSHORE), LLC, and NEC FUND )
VI HE LENDER (SIGNATURE), )
LLC, )
)
Plaintiffs, )
)
v. ) C.A. No. 2025-0875-KSJM
)
HECATE HOLDINGS LLC and )
HECATE ENERGY GROUP LLC, )
)
Defendants. )

MEMORANDUM OPINION

Date Submitted: November 12, 2025
Date Decided: February 25, 2026

A. Thompson Bayliss, Caleb R. Volz, ABRAMS & BAYLISS LLP, Wilmington,
Delaware; Robert A. Skinner, ROPES & GRAY LLP, New York, New York; Sarah M.
Samaha, ROPES & GRAY LLP, Washington, D.C.; Peter J. Sheffer, ROPES & GRAY
LLP, Boston, Massachusetts; Counsel for Plaintiffs, NEC Fund VI HE Lender, LLC,
NEC Fund VI HE Lender (Offshore), LLC, and NEC Fund VI HE Lender (Signature),
LLC.

J. Peter Shindel, Jr., FOX ROTHSCHILD LLP, Wilmington, Delaware; Edward N.
Moss, Anirudh Bansal, Jason M. Hall, Andrew K. Leedom, Jason M. Ecker, CAHILL
GORDON & REINDEL LLP, New York, New York; Counsel for Defendants Hecate
Holdings LLC and Hecate Energy Group LLC.

Michael A. Barlow, Morgan R. Harrison, QUINN EMANUEL URQUHART &
SULLIVAN, LLP, Wilmington, Delaware; Mario O. Gazzola, Julia Teixeira
Rodrigues, Olivia Probetts, QUINN EMANUEL URQUHART & SULLIVAN, LLP,
New York, New York; Eric Winston, QUINN EMANUEL URQUHART &
SULLIVAN, LLP, Los Angeles, California; Counsel for Intervenors LCM Fund II
Sidecar 1, LP and LCM Fund II Sidecar 2, LP.

McCORMICK, C.
The plaintiffs loaned $82 million to Defendant Hecate Holdings LLC

(“Holdings”) in late 2023. The plaintiffs made the loan with the understanding that

Holdings would exercise its contractual right to “put” its 60% stake in Hecate Energy

Group LLC (“HEG”) to HEG’s minority member, Repsol Renewables North America,

Inc. (“Repsol”). Holdings would then use the proceeds from the put option to repay

the loan, under which the plaintiffs are currently owed $120 million. Holdings

exercised its put option in June 2024, but Repsol delayed the contractual appraisal

process for valuing the option, leaving Holdings to question whether Repsol intended

to close the transaction. Holdings sued Repsol in this court to enforce the put option,

and the parties settled the litigation. Holdings agreed to acquire Repsol’s minority

stake in HEG, as opposed to the other way around. As part of this transaction, Repsol

paid HEG $75 million—the value that a third-party appraiser had ascribed to

Holdings’ 60% stake in HEG.

The plaintiffs have rights to collateral under the loan and pledge agreements,

with “collateral” defined to include the proceeds of the put option. During settlement

negotiations with Repsol, Holdings treated the $75 million in settlement proceeds as

the plaintiffs’ collateral and assured the plaintiffs that the money would be wired to

plaintiffs’ control account, as required under the loan and pledge agreements. But

late in negotiations, Holdings instructed Repsol to wire the settlement proceeds to

HEG instead.

The plaintiffs sued Holdings and HEG to enforce their protective rights under

the loan and pledge agreements. They claim that Holdings breached the loan and
pledge agreements and that HEG converted the $75 million. They moved for a

preliminary injunction to require Holdings and HEG to wire the settlement proceeds

into the plaintiffs’ control account. This decision resolves the motion for a

preliminary injunction.

Although the plaintiffs have shown a likelihood of success on their contract

claims, they have not shown that success on those claims warrants the relief they

seek. And although the plaintiffs have shown a threat that the defendants might not

be able to satisfy a monetary judgment, they have not shown that the equities tilt in

their favor. The motion is denied.

I. FACTUAL BACKGROUND

The facts are drawn from the 163 exhibits submitted with briefing and three

affidavits.1

A. Hecate, Repsol, And The Put Option

Holdings owns a membership interest in HEG. Distributions from HEG

constitute Holdings’ only material source of income.2 HEG owns effectively 100% of

non-party Hecate Energy LLC, the operating company (“Hecate” or the “Company”).

1 This decision cites to the parties’ submissions in Docket C.A. No. 2025-0875-KSJM

by “Dkt.” number, and to the following exhibits submitted with briefing by brief and
“Ex.” number: Exs. 1 through 93 to NEC’s Opening Br., Dkts. 91–93; Exs. 1 through
31 to LCM’s Answering Br., Dkts. 94, 95; Exs. A through L to LCM’s Intervenor
Compl., referenced in its Answering Br., Dkt. 52; Exs. 1 through 6 to Hecate’s
Opposition Br., Dkt. 96; Exs. 1 through 21 to NEC’s Reply Br., Dkt. 103. This decision
cites to the following Affidavits by the affiant’s last name: Chris Bullinger (CEO of
Hecate Holdings), John Bills (Partner at PEI Global Partners LLC), and Andrew
Gordon (Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP), Dkt. 96.
2 NEC’s Opening Br., Ex. 1 at 12–13.

2
Chris Bullinger, Nick Bullinger, Fazli Qadir, and David Tohir own approximately

72% of Holdings and serve as members of HEG’s management and Board of Directors

(the “Board”).3 Chris Bullinger is CEO of Holdings, HEG, and Hecate.4

Hecate flips energy projects.5 It acquires land rights, organizes contractors

and suppliers, and oversees project construction.6 Hecate borrows money to develop

its projects.7 It then sells the projects for more than the development costs.8 Hecate

structures the payment terms so that it receives some payment upfront and

additional proceeds when the project reaches development milestones.9

In May 2021, Holdings sold a 40% membership interest in HEG to Repsol, a

subsidiary of a multi-national energy company. 10 The agreement valued HEG at

approximately $530 million. 11 As part of the transaction, Repsol and Holdings

entered into an Amended and Restated Limited Liability Company Agreement (the

“LLC Agreement”).12

3 NEC’s Opening Br., Ex. 1 at 4–5; id. Ex. 3 at 42–43.

4 C. Bullinger Aff. ¶ 1.

5 Id. ¶ 5.

6 Id.

7 Id. ¶¶ 7–8.

8 Id. ¶¶ 5–7.

9 Id. ¶ 6.

10 Id. ¶¶ 10–11.

11 Id. ¶ 11.

12 NEC’s Opening Br., Ex. 5 (LLC Agreement).

3
The LLC Agreement gave Holdings a put option. 13 Under Section 10.3,

Holdings had the right to sell its 60% interest in HEG to Repsol at “Fair Market

Value” beginning on June 25, 2024 (the “Put Option” or “Put Transaction”).14 The

LLC Agreement established a process for determining Fair Market Value. If the

parties could not first agree on Fair Market Value, then the Fair Market Value would

equal the average of the values calculated by each party’s appraisal firm.15 A third

appraisal firm would determine the final value if the first two firms’ valuations

differed by 10% or more.16

B. NEC Lends To Holdings.

On September 29, 2023, Plaintiffs NEC Fund VI HE Lender, LLC, NEC Fund

VI HE Lender (Offshore), LLC, and NEC Fund VI HE Lender (Signature), LLC

(collectively, “Plaintiffs” or “NEC”) entered into a loan agreement with Holdings (the

“Loan Agreement”).17

Holdings borrowed $65 million under the Loan Agreement.18 Holdings had

until December 31, 2024 to repay the loan.19 In December 2023, the parties increased

the loan principal to $82 million.20

13 Id. § 10.3.

14 Id.

15 Id. at -635.

16 Id.

17 Dkt. 1 (Compl.), Ex. A (Loan Agreement).

18 Loan Agreement § 2.1, Schedule X.

19 Id. § 2.7, Schedule X.

20 NEC’s Opening Br., Ex. 10 § 2.

4
According to CEO Chris Bullinger, 21 “it was always understood that NEC

would be repaid from the proceeds of a monetization event of Hecate Holdings’ shares

of HEG (presumably through the Put/Call Transaction).” 22 And Bullinger

represented that the value of the Put Option would cover the loan. In an August 2023

email to NEC, Bullinger valued the Put Option between “$1.2 to $1.8 billion (and

higher).”23

The parties also signed a Pledge and Security Agreement (the “Pledge

Agreement”). The Pledge Agreement provides NEC a security interest in

“Collateral.”24 The definition of “Collateral” includes “contract rights (including the

Put Option).” 25 The Pledge Agreement also pledges “all economic rights and

proceeds” to NEC from Holdings’ membership interest in HEG.26

NEC secured other protections under both the Loan and Pledge Agreements.

The Loan Agreement requires Holdings to place proceeds from Collateral into NEC’s

control account.27 And it prevents Holdings from amending agreements governing

the Collateral without NEC’s consent.28 Similarly, the Pledge Agreement forecloses

21 C. Bullinger Aff. ¶ 1.

22 Id. ¶ 14.

23 NEC’s Opening Br., Ex. 4 at -168.

24 Compl., Ex. D (“Pledge Agreement”) § 2(b).

25 Id. § 2(b)(ii).

26 Id. § 2(b).

27 Loan Agreement, Schedule X at 3; id. §§ 5.1(d), 5.2(h), 5.4.

28 Id. § 5.1(d).

5
Holdings from selling the Put Option for less than the amount due on the Loan

Agreement without NEC’s consent.29

An event of default triggers additional protections under the Loan and Pledge

Agreements. Section 6.1 of the Loan Agreement describes several events of default,

including if “fair market value of the Collateral, as reasonably determined by Lenders

after consultation with Borrower, is more likely than not less than $200 million,” a

breach of “any agreement made part of the Collateral,” and the failure to pay the

principal within five business days of December 31, 2024.30 An event of default allows

NEC to declare the loan payable and direct the disposition of Collateral.31 Section

2.2(c) of the Loan Agreement charges 18% interest on overdue principal and

interest.32 And NEC can step in as Holdings’ attorney-in-fact to “accept an offer of

Put/Call Transaction consideration . . . and collect all proceeds[.]”33

C. Holdings Exercises The Put Option.

Holdings exercised its Put Option on June 25, 2024.34 By that time, Repsol

had concerns about the Company’s financial situation. It observed that “the

Company ha[d] a significant amount in accounts payable overdue” and “struggled to

29 Pledge Agreement § 2(b) (“[W]ithout the consent of Administrative Agent, Grantor

will not agree to any consideration for the Put/Call Transaction that would result in
cash proceeds realized by Grantor less than the amount necessary to fully repay the
Loan and all associated Obligations.”).
30 Loan Agreement § 6.1.

31 Id. § 6.2.

32 Loan Agreement § 2.2(c); id., Schedule X (defining “Interest Rate”).

33 Pledge Agreement § 4(a)(i).

34 NEC’s Opening Br., Ex. 2 ¶ 10.

6
meet its payroll obligations.”35 Further, a consultant concluded that the Company

had “not been able to achieve long and short-term projections” and its “backlog and

pipeline are of poor quality and show uncertainties to succeed.”36

Repsol delayed commencing the contractual appraisal process to value the Put

Option. On September 5, 2024, Holdings filed an action in this court seeking to force

Repsol to consummate the Put Option.37 The court scheduled trial for January 31,

2025.38

D. Hecate Tries To Stabilize Its Financing.

The Repsol litigation further strained Hecate’s resources. Hecate expected

Repsol to acquire some of Hecate’s projects. The litigation jeopardized those sales.39

Hecate struggled to raise additional capital.40 And the litigation diverted significant

time, personnel, and funding.41 Liquidity dwindled.42

Hecate’s operational struggles impacted its lending relationships. When

Holdings filed suit against Repsol, Hecate had a $250 million term loan and a $300

million revolving letter-of-credit facility (the “Galaxy Facility”).43 HEG guaranteed

35 Id., Ex. 15 at -952–53.

36 Id., Ex. 12 at -749.

37 Id., Ex. 2 ¶¶ 4, 19; id. at -445 (showing date of the action).

38 C.A. No. 2024-0928-KSJM, Dkt. 27.

39 C. Bullinger Aff. ¶ 16.

40 Id.

41 Id.

42 Id. ¶ 17.

43 NEC’s Opening Br., Ex. 13 at -959; id., Ex. 14 at -045.

7
the Galaxy Facility. 44 Hecate breached several of the Galaxy Facility’s financial

covenants.45

Hecate sought to stabilize its finances. In late 2024, Hecate entered into a

forbearance agreement with its existing lenders. 46 As part of the transaction,

affiliates of Lumina Capital Management (“LCM”), a Brazilian hedge fund, purchased

the Galaxy Facility’s term loan.47 LCM and other lenders extended forbearance until

January 31, 2026.48 And Plaintiffs and Holdings extended the Loan Agreement to

June 30, 2025.49

E. Repsol And Holdings Start Negotiating A Settlement.

On January 31, 2025, Holdings and Repsol executed a Letter Agreement and

Binding Term Sheet to settle their litigation.50 That agreement began the process to

determine the Fair Market Value of the Put Option.51 Because Repsol and Holdings

“anticipate[d] that the appraiser valuations from Barclays and Morgan Stanley

[would] be more than 10% apart,” they “agree[d] to select and jointly retain Evercore

44 LCM’s Intervenor Compl., Ex. A (“Galaxy Collateral Agreement”) § 1.1 (defining

the “Sponsor,” HEG, as a “Guarantor”).
45 NEC’s Opening Br., Ex. 14 at -045.

46 Id., Ex. 22.

47 See id., Ex. 23.

48 C.A. No. 2025-0875-KSJM, Dkt. 117.

49 NEC’s Opening Br., Ex. 19 (Second Amendment to Loan Agreement) § 2.

50 Id., Ex. 24.

51 Id.

8
as the third-party appraiser to determine the Put Transaction Purchase Price.” 52

From there, the parties would enter into a membership interest purchase agreement

based on Evercore’s determined price.53

Fulfilling the parties’ prediction, Morgan Stanley’s and Barclays’ valuations

diverged. Morgan Stanley, Holdings’ appraiser, valued HEG at $2.7 billion. 54

Barclays, Repsol’s appraiser, valued HEG at $0.55 Ultimately, Evercore valued HEG

at $125 million.56 Under Evercore’s valuation, Holdings’ 60% interest was valued at

$75 million.57

In late May, the Hecate treasurer asked Plaintiffs for their control account

information.58 The treasurer stated that the transaction could happen soon.59 This

led Plaintiffs to believe that they would receive the $75 million in their control

account under the Loan Agreement.

Plaintiffs also sought more information. Repeatedly, they asked Chris

Bullinger and other Hecate principals for copies of the Letter Agreement and Binding

52 Id. at -192.

53 Id. at -198.

54 Id., Ex. 25 at -422.

55 Id., Ex. 13 at -979.

56 Id., Ex. 29 at -855.

57 Id.

58 Id., Ex. 27 at -810; id., Ex. 6 at 221.

59 Id., Ex. 6 at 221.

9
Term Sheet as well as the three valuations.60 In response, Bullinger shared only

Morgan Stanley’s $2.7 billion valuation.61

On June 4, Plaintiffs sent a Notice of Events of Default and Exercise of Lender

Rights to Holdings.62 Plaintiffs asserted two defaults: first, that the market value of

its Collateral fell under $200 million; and second, that Holdings was amending the

terms of the Put Option, Plaintiffs’ Collateral, without Plaintiffs’ consent.63 Given

the defaults, Plaintiffs invoked their powers of attorney-in-fact and asserted that they

had the right to control the Collateral.64

On June 23, Bullinger emailed Plaintiffs drafts of the Confidential Settlement

and Release Agreement (the “Settlement Agreement”) and a Membership Interest

Purchase Agreement (the “MIPA”).65

The draft Settlement Agreement contemplated something other than the Put

Transaction. It provided that Repsol would: (1) transfer its 40% membership interest

in HEG to Holdings for $1 and the cancellation of the Put Option; (2) pay $75 million

to Holdings; and (3) pay HEG $10 million to satisfy all payment obligations in

connection with two solar projects.66

60 Id., Ex. 34 at -920–21; id., Ex. 35 at -002–003.

61 Id., Ex. 34 at -920.

62 Id., Ex. 36.

63 Id. at -060.

64 Id. at -060–061.

65 Id., Ex. 40.

66 Id. at -120.

10
The draft MIPA showed that Holdings’ counsel revised it to provide that Repsol

wire the $75 million to Plaintiffs’ control account.67 This provision gave Plaintiffs

some comfort.

Plaintiffs requested greater comfort. Communicating with Holdings’ counsel

and Bullinger, Plaintiffs emphasized that the Settlement Agreement and MIPA

should clarify that the $75 million is “in further consideration of the cancellation and

termination of the [Put Option].” 68 And on June 26, Holdings’ counsel assured

Plaintiffs that they would “work in [Plaintiffs’] comments.”69 The next day, Holdings

again confirmed they would incorporate Plaintiffs’ comments: “As discussed, we will

incorporate the additional asks around the consideration re: cancellation of the put

in the next draft.”70

Holdings then backtracked. On June 28, Holdings’ counsel agreed to raise

Plaintiffs’ comments only “orally” with Repsol because they wanted “to minimize

changes and maximize the goodwill towards a settlement.”71 Plaintiffs pushed back,

offering to engage with Repsol directly.72 Holdings then shared the latest Settlement

67 Id. at -155.

68 Id., Ex. 41 at -695, -724.

69 Id., Ex. 42 at -783.

70 Id., Ex. 43 at -212, -227, -290.

71 Id., Ex. 44 at -485.

72 Id. at -484.

11
Agreement draft, which continued to reflect that the $75 million would be paid into

Plaintiffs’ control account.73

F. Holdings Directs The Settlement Proceeds To HEG.

While Holdings was negotiating with Repsol, Holdings was simultaneously

proposing refinancing options to Plaintiffs. On June 30, 2025, Chris Bullinger

proposed an allocation of the $75 million: $15 million to its unsecured creditors, $20

million to Hecate principals as a “Tax Distribution,” and $40 million to Plaintiffs.74

Then Holdings would pay the remaining loan balance with discounted equity. 75

Additionally, Bullinger proposed another approach where Plaintiffs receive the $75

million and then reinvest it into HEG in exchange for a new security.76

Meanwhile, on July 2, 2025, Holdings’ counsel changed the MIPA so that the

$75 million would go to HEG instead of Plaintiffs’ control account.77 Holdings did not

inform Plaintiffs of this change. Plaintiffs continued to push for settlement updates

and entertain refinancing proposals.

On July 7, 2025, Plaintiffs reminded Repsol’s counsel that any change to the

Put Option required Plaintiffs’ consent under the Loan Agreement.78 The next day,

73 Id. at -505, -567.

74 Id., Ex. 46 at -699.

75 Id.

76 Id., Ex. 48 at -804.

77 Id., Ex. 51 at -801.

78 Id., Ex. 52.

12
Repsol asked Holdings how it planned to address this issue. 79 Holdings’ counsel

replied,

Because our settlement is not a put transaction under the
[HEG] LLCA by which [Repsol] is acquiring [Holdings’]
interests (in fact, our transaction contemplates the
opposite), NEC has no rights to approve our settlement
and/or to the proceeds. Further, we are placing the
proceeds in HEG because that is where (as you know) the
money is needed.80

On July 11, Plaintiffs responded to the refinancing proposal and Holdings’

July 7 communication with their own solution: Repsol wires $75 million to the control

account, Holdings repays its remaining loan balance with additional units in HEG,

and Plaintiffs invest $45 million in HEG for a 45% ownership stake.81

On July 14, Plaintiffs sent a Supplemental Notice of Events of Default and

Exercise of Lender Rights to Holdings. 82 Adding to the prior two defaults, it

explained that Holdings’ failure to repay its obligations under the Amended Loan

Agreement by July 8 qualified as another default.83

The next day, Bullinger disclosed that the $75 million would not be directed to

Plaintiffs’ control account as prior drafts of the MIPA had reflected.84 In the same

79 Id., Ex. 53 at -815.
80 Id., Ex. 54 at -995.

81 Id., Ex. 55 at -036; see also C. Bullinger Aff. ¶ 21.

82 Id., Ex. 56.

83 Id. at -077–78.

84 Id., Ex. 57 at -735.

13
communication, Bullinger stated that he “believe[d] a commercial discussion could be

quite productive.”85

Holdings and Repsol executed the final Settlement Agreement on July 15,

2025.86 Under the Settlement Agreement:

• Repsol transferred its 40% membership interest in HEG to Holdings in
exchange for $1.00 and cancellation and termination of the Put Option.87

• Repsol paid $75 million to HEG, not into Plaintiffs’ control account.88

• Repsol paid $10 million to HEG in satisfaction of existing or future
payment obligations related to two solar projects.89

• Holdings, HEG, and their affiliates released all potential claims against
Repsol.90

On July 21, 2025, Bullinger shared a third refinancing option with Plaintiffs.91

Like prior proposals, it envisioned distributing the $75 million to Plaintiffs, who

would in turn reinvest the money in HEG.92 Plaintiffs never agreed to any of the

refinancing options.

85 Id.

86 Compl., Ex. I (Settlement Agreement).

87 Id. § 1(a).

88 Id. § 1(b); id. (Membership Interest Purchase Agreement), Ex. B (Wire Instructions

for Payment) (showing payment to HEG’s bank account).
89 Settlement Agreement § 1(c).

90 Id. §§ 2(a), 2(c).

91 NEC’s Opening Br., Ex. 60 at -721.

92 Id. at -725.

14
G. Plaintiffs File This Litigation.

On July 30, 2025, Plaintiffs filed their Verified Complaint for Injunctive and

Other Relief (the “Complaint”) against Holdings and HEG (“Defendants”). 93 The

Complaint asserts three counts:

• In Count I, Plaintiffs claim that Holdings breached the Pledge
Agreement when it modified the Put Option without Plaintiffs’ consent
and when it defaulted under the Loan Agreement.

• In Count II, Plaintiffs claim that Holdings breached the Loan
Agreement due to several defaults and by failing to deposit the $75
million into its control account.

• In Count III, Plaintiffs assert a conversion claim against Holdings and
HEG, alleging that Defendants wrongfully exerted control of their
Collateral.94

Plaintiffs moved to expedite proceedings.95 They also moved for a temporary

restraining order and a preliminary injunction seeking transfer of the $75 million to

their account.96 In response, Defendants stipulated to a Status Quo Order enjoining

Defendants from transferring the $75 million in settlement proceeds “to any person

or entity other than Plaintiffs” pending the court’s decision on the preliminary

injunction. 97 Defendants also agreed to expedition on Plaintiffs’ motion for a

93 Compl.

94 Id. ¶¶ 90–128.

95 See Dkt. 1 (Mot. for Expedition).

96 See id.

97 Dkt. 111 ¶ 5.

15
preliminary injunction.98 The parties completed briefing the motion on November

10.99 The court heard argument on November 12.100

H. Another Creditor Moves To Intervene.

Meanwhile, on August 18, 2025, affiliates of LCM moved to intervene.101 LCM

asserts a claim to the $75 million.102 As creditors to Hecate, LCM held perfected

security interests in receivables resulting from Repsol Renewables Development

Company LLC’s (“RRDC”) agreement to make milestone payments for energy

projects.103 The Settlement Agreement, however, released RRDC from making those

payments.104 LCM thus argues that at least $58 million of the $75 million traces

back to their security interest in the energy project receivables.105

I. Additional Developments

While the court held Plaintiffs’ motion for a preliminary injunction under

submission, Holdings and HEG continued reporting on developments involving HEG.

Defendants have maintained throughout this litigation that they are solvent, and

98 Id. ¶ 1.

99 Dkt. 103.

100 Dkt. 112.

101 Dkt. 11. The LCM affiliates who moved to intervene are: LCM Fund II Sidecar 1,
LP and LCM Fund II Sidecar 2, LP. Id. For simplicity, this decision refers to them
collectively as “LCM.”
102 Id.

103 Id. ¶¶ 9–12; see also Galaxy Collateral Agreement § 3.

104 Dkt. 11 ¶¶ 15–17; see also Settlement Agreement § 1(c).

105 Dkt. 11 ¶ 1.

16
that Plaintiffs thus face no irreparable harm. The updates identified new

transactions that, in Defendants’ view, confirm their solvency.

On December 24, 2025, Defendants entered into a binding Membership

Interest Purchase Agreement to sell an energy project.106 The agreement obligates

the purchaser to pay Hecate $100 million in tranches upon the completion of project

milestones.107 The purchaser has paid Hecate approximately $29 million to date.108

On January 22, 2026, HEG signed an agreement with EGH Acquisition Corp.,

a Special Purpose Acquisition Vehicle, to take HEG public on the NASDAQ stock

exchange.109 The transaction valued HEG at $1.2 billion. 110 The transaction can

provide up to $155 million for the development of utility-scale energy projects. 111

EGH shareholders must approve the transaction for it to close.112

Meanwhile, Holdings’ debt continues to accumulate interest at a rate of 18%.113

As of February 13, Holdings owed approximately $120 million to Plaintiffs.114

106 Dkt. 124 at 2.

107 Id.

108 Id.

109 Dkt. 121, Ex. A at 1.

110 Id.

111 Id.

112 Id.Plaintiffs responded to Defendants’ January 22 letter informing the court of
the SPAC transaction accusing Defendants of hiding the fact that FTI Consulting,
Inc. had sued Hecate Holdings for approximately $235,000. Dkt. 122 at 3. Later,
FTI agreed to a payment plan and dismissed its lawsuit with prejudice. Dkt. 124,
Ex. A.
113 Loan Agreement § 2.2(c), Schedule X at 6.

114 Dkt. 125 at 2.

17
II. LEGAL ANALYSIS

The standard for obtaining a preliminary injunction is typically articulated as

follows: “To obtain a preliminary injunction, a plaintiff must demonstrate: (i) a

reasonable probability of success on the merits; (ii) that they will suffer irreparable

injury if an injunction is not granted; and (iii) that the balance of the equities favors

the issuance of an injunction.”115

If a plaintiff seeks mandatory relief, however, the court adjusts the standard.

As this court explained in In re COVID-Related Restrictions on Religious Services,

“[i]njunctive relief comes in three flavors: TROs, preliminary injunctions, and

permanent injunctions.”116 “Each flavor of relief also can take one of two forms. One

form is a prohibitive injunction stopping a defendant from taking action. The other

form is a mandatory injunction compelling a defendant to take affirmative action.”117

“Particularly at early stages of the case, mandatory forms of relief require a greater

showing.”118 As the Delaware Supreme Court explained in C & J Energy Services,

Inc. v. City of Miami Employees’ and Sanitation Employees’ Retirement Trust, “[t]o

issue a mandatory injunction requiring a party to take affirmative action . . . the

Court of Chancery must either hold a trial and make findings of fact, or base an

115 Mountain W. Series of Lockton Cos., LLC v. Alliant Ins. Servs., Inc., 2019 WL

2536104, at *9 (Del. Ch. June 20, 2019); see also Hollinger Int’l, Inc. v. Black, 844
A.2d 1022, 1090 (Del. Ch. 2004) (weighing likelihood of success “even more heavily”
where the “merits determination is, for all practical purposes, akin to a final ruling”).
116 285 A.3d 1205, 1226 (Del. Ch. 2022), aff’d, 326 A.3d 626 (Del. 2024).

117 Id. at 1226 n.4.

118 Id.

18
injunction solely on undisputed facts.”119 For that reason “[m]andatory injunctions

should only issue with the confidence of findings made after a trial or on undisputed

facts.”120

Plaintiffs seek both prohibitive and mandatory relief. They ask that the court

“prohibit[] Hecate Holdings and HEG from further transferring any portion of the

Collateral, inclusive of the $75 million in cash proceeds from the Settlement

Agreement, to any person or entity other than Plaintiffs.”121 They also ask that the

court mandate Defendants “to transfer all of the Collateral, inclusive of the $75

million in cash proceeds from the Settlement Agreement, to Plaintiffs.”122 To obtain

a mandatory injunction, Plaintiffs must meet the more onerous burden of proof it

involves.

A. Likelihood Of Success

To demonstrate a likelihood of success, a plaintiff must establish a “reasonable

probability of success on the merits.”123 “A party showing a reasonable probability of

success must demonstrate that it will prove that it is more likely than not entitled to

relief.”124 This standard “falls well short of that which would be required to secure

final relief following trial, since it explicitly requires only that the record establish a

119 107 A.3d 1049, 1071 (Del. 2014).

120 Id. at 1053–54.

121 Dkt. 1 (Mot. for Prelim. Inj.).

122 Id.

123 Pell v. Kill, 135 A.3d 764, 783 (Del. Ch. 2016).

124 C & J Energy Servs., 107 A.3d at 1067 (cleaned up).

19
reasonable probability that this greater showing will ultimately be made.” 125 Yet

again, when the preliminary relief sought is mandatory, a plaintiff must make a

stronger factual showing.

To support their motion for a preliminary injunction against Holdings,

Plaintiffs rely on their claims for breach of the Pledge and Loan Agreements. To

support their motion against HEG, Plaintiffs rely on their claim of conversion.

Defendants refute Plaintiffs’ merits arguments and raise a threshold issue of subject-

matter jurisdiction. This analysis addresses the threshold issue before turning to the

merits of the contract and conversion claims.

1. Subject Matter Jurisdiction

Defendants argue that this court lacks subject matter jurisdiction over

Plaintiffs’ claims. The Court of Chancery has limited jurisdiction.126 The court “can

acquire subject matter jurisdiction over a cause in only three ways, namely, if: (1) one

or more of the plaintiff’s claims for relief is equitable in character, (2) the plaintiff

requests relief that is equitable in nature, or (3) subject matter jurisdiction is

conferred by statute.”127

125 Cantor Fitzgerald, L.P. v. Cantor, 724 A.2d 571, 579 (Del. Ch. 1998) (quoting

Donald J. Wolfe, Jr. and Michael A. Pittenger, Corporate and Commercial Practice in
the Delaware Court of Chancery § 10–2(a)).
126 See El Paso Nat. Gas Co. v. TransAmerican Nat. Gas Corp., 669 A.2d 36, 39 (Del.

1995) (“The Delaware Court of Chancery is a court of equity. It has only that limited
jurisdiction that the Court of Chancery in England possessed at the time of the
American Revolution, or such jurisdiction as has been conferred upon it by the
Delaware General Assembly.”)
127 Candlewood Timber Gp., LLC v. Pan Am. Energy, LLC, 859 A.2d 989, 997 (Del.

2004) (footnotes omitted).

20
Under the clean-up doctrine, “the court may also exercise ancillary jurisdiction

over purely legal causes of action that are ‘part of the same controversy over which

the Court originally had subject matter jurisdiction in order to avoid piecemeal

litigation.’” 128 If a plaintiff has adequately pled a basis for subject-matter

jurisdiction, then the court applies a multi-factor analysis to determine whether to

assert ancillary jurisdiction.129 Those factors include judicial efficiency.130

Plaintiffs plead a basis for equitable jurisdiction. They seek equitable relief in

the form of a preliminary injunction. Defendants argue, however, that it is equitable

in form only.131 According to Defendants, Plaintiffs’ requested injunction to send $75

million to their control account is just a claim for money damages disguised as a

request for equitable relief.

128 Rodriguez v. Great Am. Ins. Co., 2021 WL 4892216, at *3 (Del. Ch. Oct. 20, 2021)

(quoting Kraft v. WisdomTree Invs. Inc., 145 A.3d 969, 974 (Del. Ch. 2016)); Wilmont
Homes, Inc. v. Weiler, 202 A.2d 576, 580 (Del. 1964) (“[O]nce a right to relief in
Chancery has been determined to exist, the powers of the Court are broad and the
means flexible to shape and adjust the precise relief to be granted so as to enforce
particular rights and liabilities legitimately connected with the subject matter of the
action.”) (citing 1 John N. Pomeroy, A Treatise on Equity Jurisprudence § 115 (5th ed.
1941) [hereinafter Pomeroy]); see also Getty Ref. & Mktg. Co. v. Park Oil, Inc., 385
A.2d 147, 150 (Del. Ch. 1978) (citing Mackenzie Oil Co. v. Omar Oil & Gas Co., 120
A. 852 (Del. Ch. 1923); Pomeroy § 175) (discussing policy reasons for clean-up
doctrine).
129 Acierno v. Goldstein, 2004 WL 1488673, at *5 (Del. Ch. June 25, 2004) (citing Clark

v. Teeven Hldg. Co., 625 A.2d 869, 882 (Del. Ch. 1992)) (listing the factors as “whether
retention of the claims will: 1) resolve a factual issue which must be determined in
the proceedings; 2) avoid a multiplicity of suits; 3) promote judicial efficiency; 4) do
full justice; 5) avoid great expense; 6) afford complete relief in one action; or 7)
overcome insufficient modes of procedure at law”).
130 Id.

131 Hecate’s Opposition Br. at 23–25.

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Defendants ignore that Plaintiffs sought another form of equitable relief, a

temporary restraining order, at the outset of this litigation. That prompted the

parties to stipulate to a form of status quo order. The status quo order provided

equitable relief. It “enjoined [Defendant] from transferring any portion of the funds

at issue, inclusive of the $75 million in cash proceeds from the Settlement Agreement

to any person or entity other than Plaintiffs.”132

Thus, regardless of whether Plaintiffs’ request for a preliminary injunction is

truly equitable in nature, Plaintiffs have asserted at least one valid basis for

equitable jurisdiction. That allows the court to exercise clean-up jurisdiction. 133

Because this court has invested considerable time in managing this action, judicial

efficiency warrants keeping the case. This court therefore has subject matter

jurisdiction over this action.

2. Breach Of Contract

To prevail on a claim for breach of contract, a party must demonstrate the

existence of a contract, the breach of an obligation imposed by that contract, and harm

or damage resulting from the breach.134

132 Dkt. 111 ¶ 5.

133 Tull v. Turek, 147 A.2d 658, 665 (Del. 1958) (explaining “that once equity has

acquired jurisdiction of a cause, it will retain that jurisdiction to give final relief to
end the controversy. This remains the rule even though circumstances have arisen
after the filing of the complaint which make the equitable relief prayed for
impracticable”); see also DBMP LLC v. Delaware Claims Processing Facility, LLC, --
- A.3d ---, 2025 WL 3013006, at *13 (Del. Ch. Oct. 24, 2025) (exercising “subject matter
jurisdiction based on the initial need for preliminary injunctive relief”).
134 See VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 612 (Del. 2003).

22
Holdings does not dispute that Plaintiffs have met the elements of a claim for

breach of contract. Nor could it. Under the Loan Agreement, Holdings must pay the

loan principal by July 8, 2025.135 To date, Holdings has not paid any principal.136

Holdings has thus breached the Loan Agreement.

Nor does Holdings dispute that it breached the Pledge Agreement. Section 2(b)

of the Pledge Agreement prevents Holdings from “amend[ing] . . . any term or

condition of the Put Option or any Put/Call Transaction without the express written

consent of [NEC].”137 By executing the Settlement Agreement, Holdings terminated

and cancelled the Put Option without NEC’s consent. 138 A termination or

cancellation is an amendment—a dramatic one. Again, Holdings does not dispute

any of this.

But the success relevant to this analysis must support the relief Plaintiffs seek.

Plaintiffs seek an injunction that would compel Holdings and HEG to transfer $75

million to Plaintiffs’ control account or restrict Defendants’ use of those funds pending

final resolution of their claims.139 It is not clear that Plaintiffs’ breach of contract

claims entitle them to the $75 million now, for two reasons. Most importantly, given

135 Second Amendment to Loan Agreement § 2; Loan Agreement §§ 2.7(a), 6.1(a).

136 Compl. ¶ 86; see also Hecate’s Opposition Br. at 1 (“Plaintiffs made a loan to

Defendant Hecate Holdings that has come due, and they seek repayment. They are
owed money.”).
137 Pledge Agreement § 2(b).

138 Settlement Agreement § 1.

139 See C & J Energy Servs., 107 A.3d at 1071 (“[A] mandatory injunction require[s] a

party to take affirmative action.”).

23
the structure of the Settlement Agreement, it is unclear whether the $75 million

constitutes Collateral. Moreover, even if Plaintiffs can claim entitlement to the $75

million, so does LCM.140 LCM’s position is sufficient to raise factual disputes. As a

result, Plaintiffs have not demonstrated the level of success needed to support a

mandatory injunction.

3. Conversion

Plaintiffs assert a conversion claim against HEG and Holdings. Conversion

claims require that: the plaintiff has a property interest in the allegedly converted

property; the plaintiff has a right to possession of that property; and the defendant

wrongfully possessed or disposed of the property as if it were the defendant’s own.141

Plaintiffs’ claim fails on the first element, because whether Plaintiffs have a

property interest over the $75 million requires further factual development. Aspects

of the record weigh in Plaintiffs’ favor. The negotiation history reflects that Holdings

contemplated that the settlement proceeds would be sent to Plaintiffs’ control

account. 142 Holdings even assured Plaintiffs that this would occur during that

time. 143 The amount of consideration matches Evercore’s valuation of Holdings’

interest.144 And the Settlement Agreement settled litigation over the Put Option.145

140 See Dkt. 11 (asserting LCM’s entitlement to the collateral).

141 Israel Discount Bank of N.Y. v. First State Depository Co., LLC, 2012 WL 4459802,

at *13 (Del. Ch. Sep. 27, 2012), aff’d, 86 A.3d 1118 (Del. 2014) (TABLE).
142 NEC’s Opening Br., Ex. 40 at -155; id., Ex. 41 at -724; id., Ex. 42 at -783.

143 Id., Ex. 42 at -783.

144 Id., Ex. 29 at -855.

145 Settlement Agreement at 1.

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But Repsol did not acquire Holdings’ 60% interest in HEG under the

Settlement Agreement. Rather, Holdings acquired Repsol’s interest in HEG. Thus,

it is not clear that the $75 million is “proceeds realized from the Put/Call Transaction”

under the Pledge Agreement,146 which defines “Put/Call Transaction” only as “any

transaction involving the transfer of any of [Holdings’] interest in [HEG] to Repsol.”147

Although the Settlement Agreement altered the Put Option and thus breached

Plaintiffs’ protective rights by doing so, Plaintiffs have not demonstrated at this stage

that they are likely to prevail on their claim to prohibit use of the $75 million, much

less meet the more onerous factual burden necessary to obtain a mandatory

injunction.148

146 Pledge Agreement § 2(b)(xiii); see also id. § 2(b)(ii).

147 Loan Agreement, Schedule X (defining “Put/Call Transaction”) (emphasis added).

148 HEG also argues that Plaintiffs’ claim for conversion is, in essence, a claim for the

payment of money and thus prohibited under Delaware law. “It is settled in Delaware
that ‘an action in conversion will not lie to enforce a claim for the payment of money.’”
Anschutz Corp. v. Brown Robin Capital, LLC, 2020 WL 3096744, at *18 (Del. Ch.
June 11, 2020) (quoting Kuroda v. SPJS Hldgs., L.L.C., 971 A.2d 872, 889–90 (Del.
Ch. 2009)). Unlike other states, no case in Delaware has yet recognized an exception
for conversion of specific money. AM Gen. Hldgs. LLC ex rel. Ilshar Capital LLC v.
Renco Gp., Inc., 2013 WL 5863010, at *16 (Del. Ch. Oct. 31, 2013) (explaining that “in
none of these cases did the Court hold that such a limited [conversion] exception
existed in Delaware”); Anschutz, 2020 WL 3096744, at *18 (explaining that
“Delaware law has not formally recognized any exceptions to this [conversion] rule”).
HEG’s alternative argument thus asks whether Delaware should recognize an
exception and, if so, whether Plaintiffs’ claim falls within it. This decision does not
plumb the depths of HEG’s alternative argument, but rather, merely flags it as an
issue that the court might need to address at a later stage in the action.

25
B. Irreparable Harm

Harm is irreparable unless “alternative legal redress is clearly available and

is as practical and efficient to the ends of justice and its prompt administration as the

remedy in equity.”149 Because a preliminary injunction is an extraordinary form of

equitable relief, it should not be granted if the injury to the moving party is merely

speculative. 150 Although the difficulty in calculating damages may constitute

irreparable harm, 151 “[m]ere apprehension of uncertain damage or insufficient

remedy will not support a finding of irreparable harm.”152

Defendants contend that Plaintiffs’ action boils down to a contract claim for

money damages, 153 which cannot support irreparable harm. 154 Defendants’

argument has intuitive appeal. At bottom, Plaintiffs seek immediate payment of $75

million—that sounds a lot like a claim for money damages.

But this court has recognized in limited circumstances that a plaintiff can

demonstrate irreparable harm by showing that they “would be unable or [at] least

149 Inre Del Monte Foods Co. S’holders Litig., 25 A.3d 813, 838 (Del. Ch. 2011)
(quoting T. Rowe Price Recovery Fund, L.P. v. Rubin, 770 A.2d 536, 557 (Del. Ch.
2000)).
150 Alpha Builders, Inc. v. Sullivan, 2004 WL 2694917, at *5 (Del. Ch. Nov. 5, 2004).

151 Rubin, 770 A.2d at 557.

152 Alpha Builders, 2004 WL 2694917, at *5.

153 Hecate’s Opposition Br. at 36–37.

154 In re Delphi Fin. Gp. S’holder Litig., 2012 WL 729232, at *18 (Del. Ch. Mar. 6,

2012) (“A harm that can be remedied by money damages is not irreparable.”)

26
unlikely later to collect on a money judgment.”155 To meet the standard, a plaintiff

could show that the defendant “is insolvent, is likely imminently to become insolvent,

or would otherwise be unable to compensate Plaintiffs for any monetary harm they

might suffer . . . .”156

Plaintiffs argue that Defendants are insolvent or, at the very least, facing

imminent insolvency. Courts use two tests for insolvency. Under the cash flow test,

a business is insolvent if it cannot “meet maturing obligations as they fall due in the

ordinary course of business.”157 Under the balance sheet test, a business is insolvent

if its liabilities exceed its assets.158

Plaintiffs only need to satisfy one of the tests. 159 And Plaintiffs have

demonstrated insolvency or a threat of insolvency under the cash-flow test. Plaintiffs

have demonstrated that Defendants are unable to timely meet maturing obligations

in the ordinary course of business. Holdings’ debt to Plaintiffs is its primary

155 Gradient OC Master, Ltd. v. NBC Universal, Inc., 930 A.2d 104, 134 (Del. Ch.

2007); see also Brinati v. TeleSTAR, Inc., 1985 WL 44688, at *4 (Del. Ch. Sep. 3, 1985)
(“Injunctive relief is appropriate where the evidence . . . raises serious questions about
defendants’ ability to pay a damage award.”).
156 Gradient, 930 A.2d at 134.

157 Prod. Res. Gp., L.L.C. v. NCT Gp., Inc., 863 A.2d 772, 782 (Del. Ch. 2004) (quoting

Siple v. S & K Plumbing and Heating, Inc., 1982 WL 8789, at *2 (Del. Ch. Apr. 13,
1982)).
158 Id.

159 See id. (explaining that plaintiffs only need to satisfy one of the two tests to show

a defendant’s insolvency); see also Bighorn Ventures Nev., LLC v. Solis, 2022 WL
17948659, at *7 (Del. Ch. Dec. 23, 2022) (explaining “[a] court may conclude that a
corporation is insolvent for one of two reasons” and then describing the cash flow and
balance sheet tests).

27
obligation.160 For months, Holdings has not repaid a cent of principal, which has

grown to approximately $120 million.161 In briefing, Defendants effectively concede

Holdings’ inability to timely pay what is due to Plaintiffs by emphasizing that they

need the funds to meet “payroll and other obligations.” 162 Nor can HEG pay its

lenders in the ordinary course of business. HEG signed a forbearance agreement on

over $300 million of debt for that reason.163 And HEG extended its forbearance for

another year as it negotiates a refinancing package.164

Defendants point to recent developments—Holdings’ signing of a SPAC

transaction and HEG’s project sale—to show that Holdings can make future

payments.165

The recently announced de-SPAC transaction does not improve Holdings’

position because several obstacles impede cash from reaching Holdings. First, the

transaction could take months to close.166 Second, the SPAC investors may choose to

160 See C. Bullinger Aff. ¶ 14 (“Hecate Holdings is, and has always been, a true holding

company.”). Holdings holds HEG, which in turn holds the operating company,
Hecate. Id. ¶ 9.
161 Dkt. 125 at 2.
Holdings must pay 18% default interest under the loan agreement.
Loan Agreement § 2.2(c), Schedule X (defining “Interest Rate”).
162 Hecate’s Opposition Br. at 56.

163 Dkt. 117.

164 Id.

165 Dkts. 121, 124.

166 NEC’s Opening Br., Ex. 71 ¶ 29.

28
redeem their shares, reducing the proceeds available to HEG.167 Third, transaction

costs could further reduce the proceeds.168 Fourth, HEG, not Holdings, receives the

proceeds, making them subject to LCM’s security interest.169 Fifth, Holdings would

only receive shares that it could not sell for months.170 And there is no telling how

shares in a company taken public through a de-SPAC transaction will perform.171

Nor does HEG’s project-level revenue improve Holdings’ solvency. Milestone

payments under project agreements are made to Hecate or its affiliates.172 LCM has

security interests in those funds.173 Holdings is thus structurally subordinated to

debt at the HEG level.174 Project sales therefore do not necessarily translate to cash

167 Id. ¶ 30; see also Delman v. GigAcquisitions3, LLC, 288 A.3d 692, 706 (Del. Ch.

2023) (“Approximately 29% of public stockholders elected to redeem 5.8 million
shares.”).
168 NEC’s Opening Br., Ex. 71 ¶ 30; see also GigAcquisitions3, LLC, 288 A.3d at 702,

724 (stating that the SPAC had approximately $40 million of transaction costs
relative to $200 million of potential proceeds).
169 See Galaxy Collateral Agreement § 3.

170 NEC’s Opening Br., Ex. 71 ¶ 30; see also Dkt. 122 at 3 (noting that the shares will

be subject to a lock-up).
171 See In re Hennessy Capital Acq. Corp. IV S’holder Litig., 318 A.3d 306, 310 (Del.

Ch. 2024), aff’d, 337 A.3d 1214 (Del. 2024) (“As the dust of SPAC mania settled, a
sobering picture emerged. Early-stage companies strained to adapt to the demands
of being exchange listed and struggled to remain viable amid economic headwinds.
The stocks of many de-SPACed companies fell well below the $10 initial public
offering price—the same price available to redeeming stockholders. Some companies
filed for bankruptcy.”).
172 C. Bullinger Aff. ¶¶ 6, 9.

173 Galaxy Collateral Agreement § 3.

174 See LCM Answering Br. at 6, 40 (explaining the risks of lending to a holding

company).

29
for Holdings. In turn, they do not cure Holdings’ inability to meet its obligations in

the ordinary course of business.

Thus, if the threat of a defendant’s insolvency is sufficient to show irreparable

harm, then Plaintiffs have met their burden of demonstrating irreparable harm.

C. Balance Of The Equities

“[A] court of equity has discretion to grant or deny an application for injunctive

relief in light of the relative hardships of the parties.” 175 A party cannot invoke

equitable principles to assert harm “due to the Court’s enforcement of the rights and

obligations for which it specifically bargained[.]” 176 Equity requires the court to

consider harm to “other identified interests” and to avoid “risk[ing] greater harm to

defendants [or] the public . . . in granting the injunction, than it seeks to prevent.”177

The requested injunction would risk significant harm to Defendants.

Defendants have shown that HEG needs money to continue project construction,

purchase equipment, and keep land options.178 It is also a critical time for HEG. New

projects must begin by July 2026 to qualify for renewable energy tax credits. 179

Freezing $75 million thus limits HEG’s ability to preserve existing projects and start

175 Cantor Fitzgerald, 724 A.2d at 587 (quoting Bernard Personnel Consultants, Inc.

v. Mazarella, 1990 WL 124969, at *2 (Del. Ch. Aug. 28, 1990)).
176 True N. Commc’ns Inc. v. Publicis S.A., 711 A.2d 34, 45 (Del. Ch. 1997).

177 Inre Del Monte Foods Co. S’holders Litig., 25 A.3d 813, 838 (Del. Ch. 2011)
(quoting Lennane v. ASK Comput. Sys., Inc., 1990 WL 154150, at *6 (Del. Ch. Oct.
11, 1990)).
178 C. Bullinger Aff. ¶ 27.

179 Id. ¶ 29.

30
new ones. An injunction either prohibiting Defendants’ use of the funds or mandating

the funds’ transfer would thus pose significant harm to Defendants.

The requested mandatory injunction also risks harm to third parties. LCM,

the senior secured lender under the Galaxy Facility, argues that a substantial portion

of the $75 million reflects the value of receivables that served as its collateral.180 An

order transferring the funds to Plaintiffs could thus impair LCM’s security interests

and reorder creditor priorities, all on a preliminary record. This also weighs against

the requested mandatory injunction.

III. CONCLUSION

Although Plaintiffs have shown a likelihood of success on aspects of their

claims, they have not demonstrated entitlement to the injunctions they seek. Even

if Defendants’ imminent insolvency supports a finding that Plaintiffs face irreparable

harm, Plaintiffs have not shown that the equities weigh in their favor. For these

reasons, Plaintiffs’ motion for a preliminary injunction is denied.

180 Dkt. 11.

31