Full opinion text
ORDER G. MURRAY SNOW, District Judge. Several motions to dismiss are pending before the Court. First, the Defendants in this action move to dismiss the Amended Complaints filed by Allstate Life Insurance Company and the Class Action Plaintiffs (collectively “Plaintiffs”). (See Doc. 157-59, 164-65). Defendants then move to dismiss the Counterclaim filed by Counter-Complainant Wells Fargo Bank, N.A. (See Doc. 170, 173-74, 177). As set forth below, the Motions to Dismiss are granted in part and denied in part. BACKGROUND The instant action arises from the offering and sale of $35 million in revenue bonds (the “Bonds”) used to finance the construction of a 5,000 seat event center in the Town of Prescott Valley, Arizona. Beginning in November 2005, Plaintiffs purchased these Bonds pursuant to a set of offering documents, entitled the “Official Statements.” The Official Statements, which were allegedly prepared and/or circulated by Defendants, contained, among other things, information and disclosures pertaining to the purchase, redemption, financing, debt servicing, and security of the Bonds. (See Doc. 155, Ex. 1). According to Plaintiffs, however, the Official Statements also omitted critical information, allegedly known to Defendants, that rendered portions of the Statements false or misleading. I. The Parties Plaintiffs in this action are individuals and business entities that purchased the Bonds pursuant to the Official Statements. Plaintiff Allstate Life Insurance Company (“Allstate”) invested $26.4 million and is the Bondholder with the largest single financial interest in the Bonds. The Class Action Plaintiffs include Bondholders, other than Allstate, who invested approximately $9 million into the Bonds. These Plaintiffs are represented by five retirees: Ronald Covin, Bernard Patterson, Allen Patzke, Walter Krause, and Larry Verhulst. Wells Fargo Bank, N.A. (the “Trustee”) was appointed as Indenture Trustee for the Bonds in the latter part of 2005. According to the Trustee, it has power to bring claims on the Bondholders’ behalf pursuant to its Indenture Agreement with the Bondholders. Plaintiffs and the Trustee bring claims against multiple defendants, who allegedly failed to disclose material information to purchasers of the Bonds. Defendants Robert W. Baird & Co., Inc. (“Baird”), M.L. Stern & Co., LLC (“Stern”), and Edward D. Jones & Co., L.P. (“Jones”) were the Underwriters for the Bonds. Plaintiffs and the Trustee contend that these Defendants are at least partially responsible for the misleading information allegedly contained in the Official Statements. Defendants Kutak Rock LLP (“Kutak”) and Stinson, Morrison, Heckler LLP (“Stinson”) are law firms which allegedly prepared and drafted much of the language contained in the Official Statements. In preparing the Official Statements, Kutak acted as bond counsel and Stinson represented the Underwriters. The Bonds were issued by the Development Authority of the County of Yavapai (the “Authority”), and the proceeds were loaned to Defendant Prescott Valley Event Center LLC (“PVEC-LLC”). PVECLLC is allegedly owned and controlled by Defendants Global Entertainment Corporation (“Global Entertainment”) and Prescott Valley Signature Entertainment, LLC (“PVSE”). Global Entertainment is owned and controlled by Defendants Richard Kozuback and W. James Treliving. PVSE is allegedly owned and controlled by Defendant Fain Signature Group, LLC (“FSG”), which is owned by Brad Fain and his family. PVSE and FSG (collectively the “Fain Group”) allegedly own a significant amount of commercial real estate in the Prescott Valley area. According to Plaintiffs, Global Entertainment, and the Fain Group also knowingly contributed to the allegedly misleading information contained in the Official Statements. Sometime before the Bonds were issued, Defendant T.L. Hocking & Associates, which is controlled by Defendant Thomas L. Hocking (collectively the “Hocking Defendants”), and Global Entertainment entered into a partnership to promote and develop small to mid-sized event centers. Pursuant to this arrangement, Global and Hocking approached the Town of Prescott Valley (“Prescott Valley” or the “Town”) in 2004 to promote the construction and financing of the Prescott Valley Event Center. After the Town agreed, financing agreements were prepared and signed, the Official Statements were drafted (allegedly with input from each of the Defendants), the Bonds were issued, and the Event Center was constructed. After the Event Center failed to meet financial expectations and projections, as set forth in the Official Statements, Plaintiffs filed this case. II. The Alleged Fraud A. The Official Statements The Official Statements provide two sources for paying debt service on the Bonds: (1) the net operating income from the Event Center and (2) certain Transaction Privilege Tax Revenues (“TPT Revenues”), which consist of sales taxes generated by the Event Center, sales taxes created by an “Entertainment District” immediately adjacent to the Event Center, and certain taxes generated in a “Secondary Credit Support Area” located near the Event Center, but beyond the Entertainment District. (Doc. 130 at ¶ 6). Accordingly, the amount of money available for servicing the debt owed on the Bonds, at least in large part, depends on the total number of persons attending events at the Center. (See Doc. 155, Ex. 1 at 12). According to the Official Statements, the Event Center was expected to generate 133 events per year with an average attendance of 3,609 people per event. See id. In total, the Official Statements projected an “annual ... paid attendance [of] approximately 480,000.” Id. Based on these attendance figures, the Official Statements projected that the Event Center’s first full year of operation would generate around $5 million in total revenues and just over $4 million for debt servicing on the Bonds. Id. at 18. The Amended Complaints allege that because the amount of money available for paying the debt service on the Bonds was expected to be approximately two times the annual amount due to Bondholders, Fitch Ratings (“Fitch”), an independent rating agency, gave the Bonds an investment-grade “A — ” rating. (See Doc. 188, Ex. 16). The projections set forth in the Official Statements, however, have not yet materialized, and, according to Plaintiffs, these projections will never materialize. Rather than producing an annual attendance of 480,000, the Event Center has generated attendance closer to 200,000 per year. While the Official Statements projected approximately 133 events with an average attendance of 3,609 per event, the Center has generated approximately 70 events per year with only about 2,857 attendees per event. Where the Official Statements opined that funding available for paying debt service on the Bonds would be approximately two times the annual amount due to Bondholders, the actual amount of net income and TPT Revenue available to pay debt servicing has been substantially less. When it was revealed that the Event Center would not be able to generate the revenue originally projected in the Official Statements, Fitch downgraded the Bonds to junk status. Though the projections in the Official Statements are forward-looking, Plaintiffs contend that they were fraudulent because Defendants knowingly omitted material information that seriously undermined the Event Center’s ability to generate the attendance, event, and revenue figures set forth in the estimates contained in the Official Statements. Specifically, Plaintiffs allege that Defendants conducted, or were at least aware of, two internal feasibility studies suggesting that the Prescott Valley area could not be expected to generate the event and attendance statistics set forth in the Official Statements. Plaintiffs first point to a 2001 Feasibility Report prepared by International Coliseums Company (“ICC”), which later became an affiliate of Global Entertainment. The 2001 ICC Report examined the feasibility of a similarly-sized event center in the nearby community of Prescott, Arizona and concluded that an event center in this area could reasonably be expected to generate approximately 78 events per year with an annual attendance of approximately 202,-500. (Doc. 188, Ex. 2 at 215). Based on these projections, the 2001 Report concluded that an event center in the greater Prescott area could be expected to generate annual revenues of approximately $1,579,675. Id. at 218. In drawing these conclusions, the 2001 Report considered factors such as “demographics, disposable income for entertainment, tourism, etc.” for the Prescott area. Id. at 214. Plaintiffs next allege that Defendants failed to disclose information contained in a February 2005 Feasibility Study conducted by Economics Research Associates (“ERA”). The 2005 ERA Report, which was prepared at the request of Global Entertainment, the Town, and the Fain Group, concluded that an event center in Prescott Valley could be expected to host approximately 103 events during its first year "with a total paid attendance of just over 321,000. (Doc. 188, Ex. 5 at 72-73). The Report also concluded that an event center in the Prescott Valley area could be expected to generate approximately $4,577,000 in total gross revenue per year. Id. at 6. The Report made these projections after conducting a demographic analysis of 32 arenas in other markets. See id. at 72-73. Each of these other markets hosted event centers with minor league sports teams similar to the CHL Hockey and Arena Football 2 Teams that were expected to be anchor tenants in Prescott Valley. See id. at 31-32. This demographic analysis determined that the average population in other markets was approximately three times larger than the population in the Prescott Valley area. Id. In markets with CHL Hockey Franchises, the average population within a fifteen mile radius of the relevant arena was 4.1 times greater than that of Prescott Valley. See id. at 31. Markets with Arena Football 2 Teams had an average population 4.8 times greater than the Town. See id. at 32. Given these population disparities, ERA indicated that an event center in the Prescott Valley area could merely be expected to generate “between approximately 97 and 102 annual events.” Id. at 71. Meanwhile, similarly sized event centers in the substantially larger markets might be expected to generate between approximately 120-140 events. See id. at 72. The following chart summarizes the projections set forth in the ICC Report, the ERA Report and the Official Statements. It also contains the estimated total cost of the project at the time of these projections. _2001 ICC Report 2005 ERA Report 2005 Official Statements Number of Events_78_103_133_ Average Attendance_2,596_3,118_3,609_ Annual Attendance_202,500_321,170_480,000_ First Year Revenue_$1.58 Million_$4,5 Million_$5.84 Million_ Projected Costs_$22 Million_$25 Million_$35 Million_ Thus, based on the conclusions and calculations set forth in the 2001 ICC Report and the 2005 ERA Report, Plaintiffs allege that the event and attendance projections in the Official Statements were never realistic and that Defendants knew as much. Plaintiffs further claim that Defendants intentionally and fraudulently increased event and attendance projections to inflate projected revenue and achieve an investment-grade rating. B. Defendants’ Other Alleged Omissions Aside from Defendants’ failure to disclose the content of the 2001 and 2005 Reports, Plaintiffs allege that the Official Statements were misleading because they omitted several other key facts. In their Amended Complaints, Plaintiffs allege that Global Entertainment, the Town, and the Fain Group originally had planned to have ERA conduct a final “examination report” on the projections that were to be revised following the 2005 Report. This examination, had it been conducted, apparently would have been attached to the Official Statements. But, rather than proceed with the final examination report, Global Entertainment and the Fain Group allegedly convinced the Town that the additional evaluation was not necessary. According to Plaintiffs, Defendants failure to disclose the decision to cancel the ERA examination also rendered the Official Statements false or misleading. Plaintiffs next contend that Defendants failed to disclose the fact that the Town’s financial advisor, Stone & Youngberg (“S & Y”), terminated its involvement with the Event Center when the Town decided not to go through with the final ERA examination report. When the Town voiced a desire to disclose that its financial advisor felt that a final feasibility report was necessary and had withdrawn from project, Global Entertainment, the Hocking Defendants, and the Fain Group convinced the Town otherwise. According to Plaintiffs, Defendants’ failure to disclose these facts in the Official Statements rendered them misleading. Plaintiffs further assert that the Official Statements falsely implied that no feasibility report was prepared. Specifically, Plaintiffs assert that the following language in the Official Statements is false, or at least misleading: No feasibility report on [PVEC-LLC] and [the] unaudited projected financial performance of the Project has been prepared and the unaudited projected financial performance of the Project has not been examined by any financial adviser or by any accounting firm in order to verify either the reasonableness of the assumptions used by [PVEC-LLC] and [Global Entertainment], the appropriateness of the preparation and presentation of the unaudited projected financial performance of the Project or the conclusions contained in such unaudited projected financial performance of the Project. (Doc. 155, Ex. 1 at 22). Plaintiffs assert that this provision is misleading because it implies that a feasibility study was never conducted and because it ignores the 2001 and the 2005 ERA Feasibility Studies. And while Plaintiffs acknowledge that the existence of the 2005 Report was disclosed in a separate portion of the Official Statements, Plaintiffs allege that this disclosure, which mentioned little more than the Report’s existence, was insufficient because it was “buried” in an appendix to the Official Statements. Based on these allegations, Plaintiffs assert that Defendants violated § 10(b) of Securities Exchange Act and Rule 10-b-5 promulgated thereunder. Plaintiffs also claim that Defendants Global Entertainment, Kozuback, Treliving, and the Fain Group violated Section 20(a) of the Exchange Act. Allstate further brings state-law claims against Defendants for securities fraud, common-law fraud, aiding and abetting fraud, and negligent misrepresentation. C. The Trustee’s Allegations In its Counterclaim, the Trustee raises factual allegations similar to those asserted in Plaintiffs’ Complaints. Unlike Plaintiffs’ claims, however, the Trustee does not assert a federal securities claim. Instead, the Trustee alleges that the Town breached the Development Agreement, which apparently requires the Town to deliver TPT Revenues for debt servicing on the Bonds to the Trustee by specified dates. According to the Trustee, the Town has not complied with these requirements. The Trustee also seeks declaratory relief and reformation of the Development Agreement to correct drafting errors allegedly found therein. Finally, the Trustee contends that Defendants violated various state securities laws and that they negligently misrepresented the contents of the Official Statements. In raising these claims, the Trustee also asserts that the Official Statements falsely indicated that debt service on the Bonds would be “secured” by a first lien on the TPT revenues. According to the Trustee, this assertion turned out to be incorrect due to drafting defects in certain Bond documents. D. Defendants’ Motions to Dismiss As discussed in greater detail below, Defendants have filed numerous motions to dismiss Plaintiffs’ Complaints and the Trustee’s Counterclaim. Essentially, Defendants assert that Plaintiffs have not pled their federal securities fraud claims with the particularly required by the Private Securities Litigation Reform Act (“PSLRA”) and Federal Rule of Civil Procedure 9(b). Defendants also contend that their allegedly false statements are not actionable because they are forward-looking statements. Similarly, Defendants contend that Allstate and the Trustee have failed to plead their state-law claims with the requisite particularity. With respect to the Trustee’s claims, Defendants jointly contend that the Trustee lacks standing to bring its tort-based claims, and the Town contends that Allstate and the Trustee have failed to comply with Arizona’s notice of claim requirements. DISCUSSION Upon review of the parties’ 9 separate motions, 538 pages of briefing, duplicative requests for judicial notice — totaling 1217 pages, and 462 footnotes, the Court concludes that Plaintiffs have stated a claim pursuant to §§ 10(b) and 20(a) against several of the Defendants. Likewise, the majority of the state-law claims asserted by Allstate and the Trustee survive the Motions to Dismiss. I. Plaintiffs’ Have Stated a Claim Pursuant to § 10(b) of the Securities and Exchange Act Against Certain Defendants. To establish a valid claim under § 10(b) and Rule 10b-5, Plaintiffs must satisfy five elements: “(1) a material misrepresentation or omission of fact, (2) scienter, (3) a connection with the purchase or sale of a security, (4) transaction and loss causation, and (5) economic loss.” In re Daou Sys. Inc., Sec. Litig., 411 F.3d 1006, 1014 (9th Cir.2005) (citing Dura Pharms., Inc. v. Broudo, 544 U.S. 336, 341-42, 125 S.Ct. 1627, 161 L.Ed.2d 577 (2005)). When evaluating motions to dismiss, courts must “accept the plaintiffs’ allegations as true and construe them in the light most favorable to plaintiffs[.]” Zucco Partners, LLC v. Digimarc Corp., 552 F.3d 981, 989 (9th Cir.2009) (quotation omitted). “[Dismissal is inappropriate unless the plaintiffs’ complaint fails to ‘state a claim to relief that is plausible on its face.’ ” Id. (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). Additionally, where a complaint alleges securities fraud, the PSLRA and Federal Rule of Civil Procedure 9(b) require the plaintiff to “ ‘plead with particularity both falsity and scienter.’ ” Id. (quoting Gompper v. VISX, Inc., 298 F.3d 893, 895 (9th Cir.2002)). In their Amended Complaints, Plaintiffs allege that each of the Defendants, with the exception of Treliving, committed a primary violation of § 10(b). Upon review of these allegations, the Court finds that Plaintiffs have stated a § 10(b) claim against Global Entertainment, Kozuback, the Hocking Defendants, the Fain Group, the Town, and PVEC-LLC. Plaintiffs, however, have not pled scienter with the requisite particularity as to the Underwriters, Kutak, or Stinson. A. Plaintiffs Have Alleged a Material Misrepresentation or Omission Against Several of the Defendants. Under the PSLRA, a securities fraud complaint must “ ‘specify each statement alleged to have been misleading, the reason or reasons why the statement is misleading, and, if an allegation regarding the statement or omission is made on information and belief, ... state with particularity all facts on which that belief is formed.’ ” Zucco Partners, 552 F.3d at 990-91 (quoting 15 U.S.C. § 78u-4(b)(l)). Similarly, Federal Rule of Civil Procedure 9(b) requires that “in all averments of fraud or mistake, the circumstances constituting fraud or mistake shall be stated with particularity!.]” Fed.R.Civ.P. 9(b). “Averments of fraud must” further “be accompanied by the who, what, when, where, and how of the misconduct charged.” Kearns v. Ford Motor Co., 567 F.3d 1120, 1124 (9th Cir.2009) (quoting Vess v. Ciba-Geigy Corp. USA, 317 F.3d 1097, 1106 (9th Cir.2003)). Thus, to adequately allege that Defendants uttered false or misleading statements, Plaintiffs must first identify specific statements and explain how they are misleading. Plaintiffs then must plead particular facts indicating that each of the Defendants made or substantially participated in the making of the allegedly false or misleading statements. (1) Plaintiffs Have Adequately Alleged that the Event and Attendance Projections in the Official Statements Were Misleading. Plaintiffs allege that the Official Statements were false or misleading for three reasons: (1) the Official Statements affirmatively created the false impression that no analysis had been conducted with respect to the feasibility of the Event Center; (2) the Official Statements omitted the decision to forgo ERA’s final feasibility analysis and S & Y’s withdrawal from the project following that decision; and (3) the Official Statements failed to disclose information from the 2001 and 2005 Feasibility Reports, which indicated that Prescott Valley would be unable to attain the event, attendance, and revenue projections set forth in the Official Statements. Though the first two allegations do not independently support a claim for securities fraud, Plaintiffs have sufficiently pled facts indicating that Defendants’ failure to disclose the information from the 2001 and 2005 Reports rendered the Official Statements false or misleading. And while these allegedly misleading projections are forward-looking, the Court rejects Defendants’ assertion that those projections are immunized by the “bespeaks caution” doctrine because sufficient allegations exist upon which a fact-finder could conclude that at least some of the Defendants knew that the projections were unreasonable. (a) The Disclosure on Page 22 of the Official Statements Does Not Give Rise to an Actionable Misstatement. Under § 10(b) and Rule 10b-5, an affirmative statement is actionable only if it is “untrue or misleading.” Brody v. Transitional Hosps. Corp., 280 F.3d 997, 1005-06 (9th Cir.2002). Accordingly, a disclosure that is “literally true,” may be actionable, if it is somehow “misleading.” Id. at 1006 (citing See In re GlenFed, Inc. Sec. Litig., 42 F.3d 1541, 1545 (9th Cir.1994)). And while “literally true,” statements can give rise to liability under certain circumstances, “Rule 10b-5 ... prohibits] only misleading and untrue statements, not statements that are incomplete.” Id. In this case, Plaintiffs allege that the following language, located on page 22 of the Official Statements, is false or misleading: No feasibility report on [PVEC-LLC] and [the] unaudited projected financial performance of the Project has been prepared and the unaudited projected financial performance of the Project has not been examined by any financial adviser or by any accounting firm in order to verify either the reasonableness of the assumptions used by [PVEC-LLC] and [Global Entertainment], the appropriateness of the preparation and presentation of the unaudited projected financial performance of the Project or the conclusions contained in such unaudited projected financial performance of the Project. (Doc. 155, Ex. 1 at 22). Plaintiffs argue that this provision is false or misleading because it indicates that no feasibility report had been conducted, though two prior feasibility studies had been conducted. According to Defendants, this provision is limited to the estimates in the Official Statements, and thus it is not a misstatement at all. Nonetheless, even if the disclosure on page 22 is a misstatement, it is difficult to conclude how such a misstatement is separate from the allegation that the Official Statements failed to disclose material information from the 2001 and 2005 feasibility reports that calls into questions the Official Statements’ estimates and projections. Plaintiffs allege that the misstatement is disguised to direct the reader’s attention away from the 2005 feasibility studies and the determination not to conduct a final feasibility study. But, even assuming that is true, the statement itself, at most, implies that no feasibility studies were performed. Plaintiffs cannot seriously contend that, in purchasing the Bonds, they relied on the lack of a feasibility report. See Stoneridge Inv. Partners, LLC v. Scientific-Atlanta, Inc., 552 U.S. 148, 159, 128 S.Ct. 761, 169 L.Ed.2d 627 (2008) (“Reliance by the plaintiff upon the defendant’s deceptive acts is an essential element of the § 10(b) private cause of action”). And, while reliance is generally presumed when the statement in question is issued to the public, especially at the pleading stage, that presumption can be rebutted when it is clear that no reasonable investor could have relied on the statement at issue in purchasing the securities. See Stark Trading v. Falcon-bridge Ltd., 552 F.3d 568, 569 (7th Cir. 2009) (affirming dismissal where the “inference of reliance” was completely “implausible” based on the facts alleged in the complaint); cf. In re Infineon Techs. AG. Sec. Litig., 266 F.R.D. 386, 395 (N.D.Cal. 2009) (“A presumption of reliance cannot exist where such a presumption would be unreasonable....”); In this case, it seems absurd to suggest that investors made their decision to buy the Bonds based on the alleged assertion that no feasibility analysis of the Event Center had been conducted. See Ashcroft v. Iqbal, — U.S. -, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009) (“To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face’ ”) (quo ting Twombly, 550 U.S. at 570, 127 S.Ct. 1955). This would be akin to a home buyer choosing a specific property on the basis that neither an inspection nor an appraisal of the property had been conducted. While a purchaser may still select the property or the security for other reasons, no reasonable buyer would base his or her decision on a lack of relevant information. To be sure, and as further discussed in this Order, the omission of data from the 2001 and 2005 Reports was arguably misleading because that data may have cast serious doubt on the projections in the Official Statements. This omission, however, does not give rise to an independent claim based on the disclosure found on page 22 of the Official Statements. (b) The Failure to Reveal the Decision to Forgo a Final ERA Study and S & Y’s Withdrawal Was Not Misleading. To be actionable under Section 10(b) and Rule 10b-5, an alleged omission must render some affirmative public statement misleading. See In re Metropolitan Sec. Litig., 532 F.Supp.2d 1260, 1290 (E.D.Wash.2007) (holding that to state cause of action based on an omission, a plaintiff must explain “how [an] alleged omitted fact negates the truth of or renders misleading the statements actually made”) (quotation omitted). There is no duty to disclose information simply because it is material. Instead, an omission is actionable only if it “affirmatively create[s] an impression of a state of affairs that differs in a material way from the one that actually exists.” Brody, 280 F.3d at 1006 (citing McCormick v. Fund Am. Cos., 26 F.3d 869, 880 (9th Cir.1994)); see Wessel v. Buhler, 437 F.2d 279, 283 (9th Cir. 1971) (interpreting Rule 10b-5 as prohibiting only “omission[s] occurring as part of an affirmative statement”). In their Amended Complaints, Plaintiffs contend that the Official Statements were misleading because Global Entertainment, the Town, and the Fain Group had originally planned to have ERA conduct a final feasibility study on the event, attendance, and revenue projections that would ultimately be contained in the Official Statements. This examination, had it been conducted, would also have been attached to the Official Statements. But, rather than proceed with the planned examination, Global Entertainment and the Fain Group allegedly convinced the Town that the additional analysis was not necessary. Following that decision, the Town’s financial advisor, S & Y, allegedly terminated its involvement with the Event Center. According to Plaintiffs, S & Y’s decision was based on the belief that a final feasibility report was necessary. As the project moved forward, Prescott Valley negotiated and entered the Development Agreement, which set forth the Town’s debt servicing obligations. And while the Town apparently wanted to disclose in this Agreement that S & Y withdrew from the project due to the lack of a final feasibility report, the Complaint alleges that Global Entertainment, the Hocking Defendants, and the Fain Group convinced the Town otherwise. In the drafting phases of the Development Agreement, the Town allegedly proposed that the following language be placed in that Agreement: The Town’s financial advisors have advised that the Town no longer directly participate in the [Event Center] Financing determinations based on the decision by [the Fain Group] and [Global Entertainment] not [to] pursue [a final] ERA Feasibility Study. (Doc. 122 at 70). When Global Entertainment, the Hocking Defendants, and the Fain Group rejected this language, the Town proposed that the Development Agreement include a provision indicating that the Town wanted a final study proving feasibility of the Event Center. Ultimately, the final draft of the Development Agreement, without these specific disclosures, was attached as “Appendix A” to the Official Statements. While some of the alleged facts may potentially be material, Plaintiffs fail to demonstrate how these alleged omissions somehow render the affirmative provisions in the Official Statements false or misleading. For instance, while Plaintiffs assert that Defendants should have disclosed their decision to forgo a final feasibility report, it is unclear how this impacted some affirmative provision in the Official Statements. Defendants do not suggest that the final data in the Official Statements underwent a feasibility analysis; instead, the Official Statements indicate that no final feasibility study was conducted. (Doc. 155, Ex. 1 at 22). Similarly, to the extent Plaintiffs allege that Defendants should have disclosed their alleged dispute about whether to conduct a final feasibility report, Plaintiffs fail to explain how facts relating to this internal dispute make an affirmative portion of the Official Statements false or misleading. See In re Silicon Image, Inc. Sec. Litig., 2007 WL 607804, at *7 (N.D.Cal. Feb. 23, 2007) (dismissing a § 10(b) claim where “plaintiffs fail[ed] to allege how [the] omission” of an internal dispute “created a materially different impression from the one that actually existed”). The Official Statements do not disclaim or deny that a dispute took place, nor do they suggest that the parties unanimously agreed to forgo an additional study. There simply is no per se rule requiring companies to disclose every internal disagreement that occurs in the course of a company’s decision-making process. The allegations of S & Y’s withdrawal from the project and the subsequent decision not to disclose S & Y’s withdrawal suffer from the same deficiencies. Although S & Y, which served as the Town’s financial advisor for a time, apparently withdrew because it wanted ERA to conduct an additional feasibility study, it is unclear how Defendants’ failure to disclose this fact created an impression that differed from reality. The Official Statements do not state or imply that the Town’s financial advisor was monitoring the project or that the advisor supported construction of the Event Center. Similarly, the fact that S & Y wanted a final feasibility report does not mean or suggest that an additional report was actually necessary for the event, attendance, and revenue projections to be reasonable. These alleged omissions simply do not, in and of themselves, “create[] an impression of a state of affairs that differ[ed] in a material way from the one that actually exist[ed].” Brody, 280 F.3d at 1006 (citation omitted), (c) The Alleged Failure to Disclose Information from the 2001 & 2005 Reports States a Claim Under § 10(b). As a general rule, companies are not required to disclose all of their internal projections. In re Convergent Tech Sec. Litig., 948 F.2d 507, 516 (9th Cir.1991). Instead, where a “firm generates a range of estimates internally or through consultants!;,] [i]t may reveal the projection it thinks best while withholding others, so long as the one revealed has a ‘reasonable basis.’ ” In re Stac Elects. Sec. Litig., 89 F.3d 1399, 1411 (9th Cir. 1996) (emphasis added). On the other hand, companies have a duty to disclose internal forecasts “made with ... reasonable certainty.” Convergent, 948 F.2d at 516 (emphasis added). For example, in Provenz v. Miller, 102 F.3d 1478, 1487-88 (9th Cir.1996), the Ninth Circuit held that material issues of fact precluded summary judgment where a company executive disregarded reliable internal data predicting a $4,000,000 loss for the quarter and instead predicted quarterly earnings of approximately $624,000. Id.; see also In re Cirrus Logic Sec. Litig., 946 F.Supp. 1446, 1455 (N.D.Cal.1996) (“[C]ompanies have a duty to disclose internal forecasts made with ... reasonable certainty ... as well as financial data and other material information upon which an internal forecast is based.”) (internal quotations omitted). Accordingly, allegations of fraud involving expectations, beliefs, or projections are misleading only if “(1) the defendant did not actually believe the statement, (2) there was no reasonable basis for the belief, or (3) the speaker is aware of undisclosed facts tending seriously to undermine the statement’s accuracy.” Kaplan v. Rose, 49 F.3d 1363, 1375 (9th Cir.1994) cert. denied, 516 U.S. 810, 116 S.Ct. 58, 133 L.Ed.2d 21 (1995) (quoting In re Wells Fargo Sec. Litig., 12 F.3d 922, 930 (9th Cir.1993), cert. denied, 513 U.S. 917, 115 S.Ct. 295, 130 L.Ed.2d 209 (1994)). Plaintiffs have adequately pled that the Official Statements were false or misleading because those documents allegedly omitted critical information contained in the 2001 and 2005 Feasibility Reports. Those Reports tend to indicate that the Prescott Valley area could not be expected to generate the number of events and attendees that were projected in the Official Statements. The 2001 ICC Report, which considered the feasibility of a similarly-sized event center in the Prescott/Prescott Valley area, concluded that an event center would generate approximately 78 events per year with an annual attendance of approximately 202,500. (Doc. 188, Ex. 2 at 215). In drawing these conclusions, the 2001 Report considered factors such as “demographics, disposal income for entertainment, tourism, etc.” for the Prescott area. Id. at 214. The 2005 ERA similarly stated that an event center in Prescott Valley could be expected to host “between approximately 97 and 102 annual events” during its first year with a total paid attendance of just over 321,000. (Doc. 188, Ex. 5 at 72-73). The 2005 Report made these projections after conducting a demographic analysis of 32 similarly-sized arenas in other markets. See id. at 72-73. These markets had populations more than four times larger than Prescott Valley; yet, the Official Statements projected that the Event Center would generate event and attendance numbers that were significantly higher than the projected data set forth in the prior 2001 and 2005 Feasibility Studies. Indeed, the Official Statements set forth event and attendance figures that were similar to the arenas in markets that were much more heavily populated. Given that the event and attendance range in the 2005 Report was based on objectively verifiable demographic data, a fact-finder could conclude with reasonable certainty that the Event Center would be unable to generate much more than about 105 events and 320,000 attendees in a given year. See Convergent, 948 F.2d at 516 (emphasis added). This is especially the case given the data from the more conservative 2001 Feasibility Study. Nonetheless, despite the fact that several of the Defendants specifically commissioned these studies, or were intimately aware of their contents, the Official Statements, perhaps unreasonably, projected a substantially higher annual number of events (133) and attendees (480,000). See Kaplan, 49 F.3d at 1375 (holding that a future projection is misleading when a speaker makes that projection with knowledge that it is unreasonable). Accordingly, as with the executive in Provenz, who knowingly disregarded reliable internal data that a loss was forthcoming, at least some of the Defendants may have disregarded the 2001 and 2005 Reports and made event, attendance, and revenue projections (predicated on event and attendance calculations) that were unreasonable in light of the internal data at their disposal. See 102 F.3d at 1487-88. To be sure, the Official Statements do project that the Event Center would generate slightly fewer attendees and events than arenas in some larger markets. Nonetheless, viewing the well-pled allegations in the light most favorable to the Plaintiffs, the projections, though slightly tempered, are still arguably unreasonable. For instance, while the ERA Report indicated that markets with CHL Hockey Franchises averaged approximately 4,187 attendees per event, the average population in these markets was over 408,000. (Doc. 188, Ex. 5 at 31, 41). The Report also indicated that markets with Arena Football 2 Teams, which were located in cities with an average population of 474,-279, generated attendance of 5,745 attendees per event. Id. at 32, 42. In spite of these statistics, and though the Prescott Valley Area’s population is approximately one fourth of that of these other markets, the Official Statements projected that the Event Center would generate over 3,609 people per event, or nearly 86% of the average attendance in other CHL Hockey cities and 63% of the average attendance in Arena Football 2 markets. Given the large disparities in population, Plaintiffs have adequately alleged that these projections were untenable. Similarly, while at least one city’s event center in the 2005 ERA Report held as many as 140 events per year, the Official Statements’ projection of 133 events was still potentially unreasonable. In its Report, ERA provided the number of events held at event centers in twelve of the thirty-two markets. According to the Report, these facilities hold between 91 and 140 events per year with an average of 118 events per year. (Doc. 188, Ex. 5 at 72). Nonetheless, while the specific locations of these event centers are not identified by market, the twelve smallest markets analyzed by the Report contain an average population of nearly 200,000 — or more than two times the population of the Prescott Valley area. Id. at 31-32. Yet, in spite of the other markets’ substantially larger populations, the Official Statements projected that the Event Center would generate 133 events in its first year of operation. This may have been unreasonable given that Defendants were allegedly aware that markets with at least twice the population of Prescott Valley averaged only 118 events per year. The fact that the Official Statements revealed the existence of the 2005 ERA Report does not change this analysis. Appendix A in the Official Statements does little more than mention the 2005 Report by name and disclose that the parties had commissioned the Report to “determine! ] whether the proposed [event center] could successfully develop event-based revenues from which it would largely be financed and operated.” (Doc. 155, Ex. 1 at Appendix A, §§ N-O). The Appendix then summarizes the 2005 Report as indicating “that the [Event Center] would not be self-supporting but could potentially develop sufficient event-based revenues from which it could largely be financed and operated with the assistance” of the Town, the Fain Group, Global Entertainment, and others. While this disclosure is not insignificant, it does not mention the fact that the 2005 Report estimated significantly lower event and attendance figures than did the Official Statements. The disclosure also does not discuss the fact that the event and attendance numbers were almost on par with markets that were four times larger than the Town. Indeed, none of the omitted facts that allegedly rendered portions of the Official Statements misleading are discussed in this disclosure. There also is no mention of the 2001 Report. Next, to the extent that Defendants contend that the 2001 and 2005 Reports contained “soft,” rather than “hard,” information, this is not a basis for dismissal at this point. As other courts have explained, “Hard information is typically historical information or other information that is objectively verifiable.” In re Sofamor Danek Group, Inc., 123 F.3d 394, 401 (6th Cir.1997). Soft information, on the other hand, “includes predictions and matters of opinion.” Id. Accordingly, such soft information is generally not actionable unless “it is virtually as certain as hard information.” See City of Monroe Emps. Ret. Sys. v. Bridgestone Corp., 399 F.3d 651, 669 (6th Cir.2005) (quotation omitted). The demographic information in the 2005 Report, which compared the size of the Town to those markets with similarly-sized event centers, appears to be objectively verifiable hard information that arguably should have been disclosed. That hard data indicated that the Town and its surrounding area had a substantially lower population base than cities with similar event centers and sports franchises. Further, to the extent that the specific event, attendance, and revenue projections in the 2001 and 2005 Reports arguably constitute “soft information,” the conclusions made in those reports, i.e. that the area around Prescott would generate fewer event and attendance totals than substantially larger markets, appear to be virtually as objectively verifiable as hard information. In fact, the 2005 ERA Report itself specifically provides that “[e]very reasonable effort has been made to ensure that the data contained in this study reflect the most accurate and timely information possible, and they are believed to be reliable.” (Doc. 188, Ex. 5 at 2). Regardless, even if the event and attendance projections were “soft data,” this does not mean as a matter of law that the failure to disclose that information was not materially misleading. See United States v. Smith, 155 F.3d 1051, 1065 (9th Cir.1998) (“[B]oth the Supreme Court’s landmark decision in Basic and preexisting Ninth Circuit authority confirm that so-called “soft” information can, under the proper circumstances, be “material” within the meaning of Rule 10b — 5.”). Accordingly, since the Official Statements project that the Event Center would generate event and attendance figures that are almost on par with those of much larger cities, Defendants’ failure to disclose the demographic data, as well as the conclusions therefrom, may have made the Official Statements misleading. The Court also rejects Defendants’ assertion that, as a matter of law, the demographic information of other communities was not the type of “firm specific” information required to be disclosed. Although the demographic information of other communities does not specifically pertain to Prescott Valley, the compilation of that information, which was the basis for the event and attendance projections in the 2005 Report, was the type of “firm specific” information Defendants may have had a duty to disclose, at least to the extent it undercut Defendants’ affirmative statements. See Cirrus Logic, 946 F.Supp. at 1455 (noting that “companies have a duty to disclose ... financial data and other material information upon which” a reasonably certain “internal forecast is based”) (internal quotations omitted). As discussed above, the conclusion that the Event Center would not be able to generate the event and attendance data of larger markets was arguably made with reasonable certainty. Because the Official Statements deviate from that conclusion, Defendants may have created an impression of a state of affairs that was materially different from the one that actually existed. The Underwriters’ allusions to the revenue projections in the 2005 ERA Report do not alter the Court’s ruling that the projections in the Official Statements may be actionable. Though the Underwriters are correct that the Official Statements estimated less net revenue from the operations of the Center itself than the 2005 ERA Study projected, Plaintiffs’ § 10(b) claim does not rely on ERA’S revenue projections. Instead, Plaintiffs allege that the Official Statements were misleading because these documents ignored ERA’s event and attendance statistics, which were based on the demographic data of the Town. And while Plaintiffs do assert that the revenue projections in the Official Statements were unreasonable, they make this assertion on the basis that the allegedly untenable event and attendance data did not figure only into the net revenue for the operation of the Event Center alone, but also into area sales taxes — which were to be used to pay debt servicing on the Bonds. In other words, if the event and attendance projections were artificially inflated, those increased projections would have a commensurate effect on revenue. Regardless, the fact that the 2005 Feasibility Report projected nearly the same amount of revenue as the Official Statements does not mean as a matter of law that the failure to disclose the event, attendance, and demographic information from that Report could not have been misleading. Likewise, to the extent that Defendants contend that the inflated event and attendance projections did not result in a significant addition to the Event Center’s projected net income, the Underwriters’ contention appears to ignore Plaintiffs’ allegation that the event and attendance figures also impacted the amount of revenue from the Entertainment District. Regardless, even if the additional event only-added approximately $160,000 in gross revenue, as Defendants assert, this amount may still have been instrumental in allowing the Event Center to obtain an investment-grade rating. (d) Bespeaks Caution Doctrine Is Not an Absolute Bar to Liability on the Basis of Forward-Looking Statements. Under the bespeaks caution doctrine, forward-looking statements are not actionable if they are accompanied by sufficient cautionary language that warns of specific risks that may prevent a projection, estimate, or expectation from materializing. See Livid Holdings, Ltd. v. Salomon Smith Barmy, Inc., 416 F.3d 940, 947 (9th Cir.2005). The doctrine, however, is not a complete bar to liability. As the District Court for the District of Columbia recently explained, “[N]o degree of cautionary language will inoculate statements that the defendants knew were simply not true when made.” See Freeland v. Iridium World Comm’ns, Ltd., 545 F.Supp.2d 59, 71-72 (D.D.C.2008) (citing Va. Bankshares, Inc. v. Sandberg, 501 U.S. 1083, 1097, 111 S.Ct. 2749, 115 L.Ed.2d 929 (1991)). In other words, the bespeaks caution doctrine does not immunize forward-looking statements, even if accompanied by cautionary language, when a defendant asserts forward-looking statements with knowledge or awareness of their falsity. See, e.g., Provenz v. Miller, 102 F.3d 1478, 1493-94 (9th Cir.1996) (holding that the bespeaks caution doctrine did not immunize a corporate executive from liability when the executive made financial projections while aware of information that rendered those projections unreasonable); FSP Stallion 1 v. Luce, 2009 WL 1219683 (D.Nev. May 1, 2009) (rejecting defendants’ reliance on the bespeaks caution doctrine where plaintiffs alleged specific facts indicating that defendants knowingly made future financial projections that were unreasonable); In re World Access, Inc. Sec. Litig., 119 F.Supp.2d 1348, 1358 (N.D.Ga.2000) (holding that the “bespeaks caution” doctrine is inapplicable when defendants “are aware ... of ... facts rendering their” forward-looking “statements untrue when made”). Defendants’ reliance on the “bespeaks caution doctrine,” at least at this point in the proceeding, is without merit. Although the Official Statements contain cautionary language and a list of potential risk factors, Plaintiffs have adequately alleged that at least some of the Defendants made event and attendance projections that they knew were unreasonable. According to Plaintiffs’ Amended Complaints, at least some of Defendants appear to have been aware of prior feasibility reports, which contained a thorough analysis of other markets with event centers. A reasonable jury could determine from these reports that the population of Prescott Valley was insufficient to generate more than about 105 events and 320,000 attendees per year. Yet, despite their awareness of the relevant facts, at least some of the Defendants, without further justification, allegedly inflated the number of events and attendance figures in a manner that would qualify the Bonds for an investment-grade rating. The Court, therefore, finds that Plaintiffs have adequately alleged that the projections in the Official Statements were made with knowledge that those statements were unreasonable. The Court also rejects the Fain Group’s attempt to invoke the PSLRA’s statutory safe harbor for forward-looking statements. See 15 U.S.C. 78u-5(c). Under this safe harbor, “a forward-looking statement” that “is identified as such and accompanied by meaningful cautionary statements ... is not actionablet,]” even if the plaintiff makes a strong “showing of scienter.” In re Cutera Sec. Litig., 610 F.3d 1103, 1112 (9th Cir.2010). But while the safe harbor protects certain forward-looking statements, it is inapplicable to statements uttered by speakers that are not subject to the Exchange Act of 1934’s registration and reporting requirements. See 15 U.S.C. § 78u-5(a). Instead, the safe harbor is available only when statements are made by: (1) an issuer that, at the time that the statement is made, is subject to the reporting requirements of section 78m(a) of this title or section 78o (d) of this title; (2) a person acting on behalf of such issuer; (3) an outside reviewer retained by such issuer making a statement on behalf of such issuer; or (4) an underwriter, with respect to information provided by such issuer or information derived from information provided by such issuer. Id. Thus, before an issuer will be eligible for the safe harbor, that issuer generally must have properly filed a registration statement with the SEC and must be in compliance with any applicable reporting requirements. See 15 U.S.C. §§ 781, 78m(a), 78o (d). The Bonds in the instant case were issued by the Industrial Development Authority of the County of Yavapai (the “Authority”). (Doc. 155, Ex. 1 at 1). The Authority, at least on the record presently before the Court, does not appear to have been subject to the reporting requirements of the Exchange Act. See 15 U.S.C. §§ 781, 78m(a), 78o (d). Instead, the Official Statements explicitly state that the Bonds have not been registered with the SEC. (Doc. 155, Ex. 1 at i). Accordingly, it appears that Defendants’ allegedly false statements, though forward-looking, do not fall under the PSLRA’s statutory safe harbor. (2) Plaintiffs Have Adequately Alleged that Each of the Defendants Made or Contributed to the Misleading Statements. Although the Official Statements were allegedly false or misleading statements due to the failure to disclose content from the 2001 and 2005 Feasibility Reports, Defendants can be held accountable only for those statements to the extent each had a duty to disclose. See Basic Inc. v. Levinson, 485 U.S. 224, 239 n. 17, 108 S.Ct. 978, 99 L.Ed.2d 194 (1988) (“Silence, absent a duty to disclose is not misleading under Rule 10b-5.”). “ ‘When an allegation of fraud [under § 10(b) ] is based on nondisclosure, there can be no fraud absent a duty to speak.’ ” Cent. Bank of Denver, N.A. v. First Interstate Bank of Denver, N.A., 511 U.S. 164, 174, 114 S.Ct. 1439, 128 L.Ed.2d 119 (1994) (quoting Chiarella v. United States, 445 U.S. 222, 232, 100 S.Ct. 1108, 63 L.Edüd 348 (1980)). A defendant generally has a duty to disclose when it utters or signs a statement that is misleading due to a material omission. See Howard v. Everex Sys., 228 F.3d 1057, 1061 (9th Cir.2000). Where a party does not actually utter or sign the statement at issue, that party may still be held responsible under § 10(b) if it “substantially participated” in the preparation, “creation, drafting, editing, or making” of the materially false or misleading statement. In re Homestore.com Sec. Litig., 347 F.Supp.2d 790, 800 (C.D.Cal.2004); see Howard, 228 F.3d at 1061 n. 5 (“[Substantial participation or intricate involvement in the preparation of fraudulent statements is grounds for primary liability even though that participation might not lead to the actor’s actual making of the statements.”) (citing In re Software Toolworks Sec. Litig., 50 F.3d 615, 628 n. 3 (9th Cir.1994)). On the other hand, a defendant who does not make or otherwise substantially participate in the creation of the false or misleading statement, but who nonetheless knows of its falsity, owes “no duty of disclosure ... absent a fiduciary or agency relationship, prior dealings, or circumstances such that [the plaintiff] has placed trust and confidence” in that defendant. Paracor Fin., Inc. v. Gen. Elec. Capital Corp., 96 F.3d 1151, 1157 (9th Cir.1996) (quotation omitted). In considering whether such a relationship or circumstances exist, courts consider five nonexclusive factors: “(1) the relationship of the defendant to the plaintiff; (2) the defendant’s access to information as compared to the plaintiffs access; (3) the benefit that the defendant derives from the relationship with the plaintiff; (4) the defendant’s awareness of plaintiffs reliance; and (5) the defendant’s activity in initiating the securities transaction in question.” Roberts v. Peat, Marwick, Mitchell & Co., 857 F.2d 646, 653-54 (9th Cir.1988) cert. denied, 493 U.S. 1002, 110 S.Ct. 561, 107 L.Ed.2d 556 (1989); see Paracor, 96 F.3d at 1157; Goel v. Jain, 259 F.Supp.2d 1128, 1137 (W.D.Wash.2003). Plaintiffs have effectively alleged facts indicating that Defendants had a duty to disclose the information that allegedly rendered the Official Statements false or misleading — at least to the extent they knew that the projections were false or misleading. (a) Global Entertainment, Kozuback, the Hocking Defendants, and the Fain Group On their face, the Official Statements explicitly attribute most of the allegedly misleading event, attendance, and revenue projections to Global Entertainment, Kozuback, the Hocking Defendants, and the Fain Group. According to the Official Statements, Global Entertainment, allegedly through Kozuback, provided the projections regarding the anticipated number of events and attendees; Global Entertainment and Kozuback also provided the Estimated Project Net Operating Income, which appears to have incorporated the same event and attendance projections. (Doc. 155, Ex. 1 at 12-14). The Official Statements provide that T.L. Hocking & Associates, allegedly through Thomas L. Hocking, made the projections pertaining to the Estimated Pledged Revenues and Debt Service Coverage. Id. at 18. These projections were allegedly unreasonable because they too were based, at least in part, on the event and attendance numbers. Id. at 12-14. Likewise, the Official Statements specifically provide that FSG, allegedly in concert with PVSE and Brad Fain, provided the projections in Table 2 of the Official Statements. Table 2, which was also prepared with the help of the Town, included Actual and Projected Sales Taxes for the Entertainment District that was located adjacent to the Event Center. Id. at 16-18. These tax calculations appear to have been directly related to the number of visitors to the Entertainment District, which depended in large part, on attendance and the quantity of events. See SEC v. Fraser, 2010 WL 5776401, at *4, 2010 U.S. Dist. LEXIS 7038, at *15, (D.Ariz. Jan. 28, 2010) (finding that a defendant had “substantially participated in the ‘creation, drafting, editing, or making’ of false statements[,]” when that defendant knowingly “incorporated” false data into a “company’s financial statements”). Because it appears that each of these Defendants either made or substantially participated in the “creation, drafting, editing, or making” of the statements at issue, see Homestore.com, 347 F.Supp.2d at 800, they had a responsibility to disclose information, to the extent they were aware of it, that tended to seriously undermine the affirmative impressions created by their contributions to the Official Statements. See In re ZZZZ Best Sec. Litig., 864 F.Supp. 960, 971 (C.D.Cal.1994) (observing that if a defendant is found “to have sufficiently participated in the preparation of ... misstatements or omissions such that they are attributed to [defendant], then [defendant] will likewise be found to have a duty to disclose or correct these previously released misrepresentations”). (b) The Town The preface to the Official Statements specifically identifies the Town as one of the primary sources of the information contained in those documents. (Doc. 155, Ex. 1 at i) (“The information set forth herein has been obtained from the Borrower, the Town, Underwriters, and other sources believed to be reliable[.]”). The Official Statements further indicate that the Town “certified] that the information [it] supplied does not contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or necessary to make the statements herein ... not misleading.” Id. (emphasis added). Reading this provision in the light most favorable Plaintiffs, the Town attested to two things: (1) that its own contributions to the Official Statements were not misleading, and (2) that it did not omit any fact that was necessary to prevent other provisions in the Official Statements — i.e. “the statements herein ” — from misleading investors. By making this assertion, the Town may have placed its “imprimatur” on each of the statements contained in the Official Statements. See In re Syntex Corp. Sec. Litig., 95 F.3d 922, 935 (9th Cir.1996) (holding that a defendant places its “imprimatur, express or implied” on “unreasonably disclosed third-party forecasts,” when it “adopt[s]” or “sufficiently entangle[s] [it]self with the ... forecasts”) (internal quotations omitted). Of the allegedly false or misleading content in the Official Statements, Plaintiffs allege that the Town provided the Actual and Projected Sales Taxes for the Entertainment District contained in Table 2. (Doc. 155, Ex. 1 at 16). According to Plaintiffs, these tax projections were dependant on the event and attendance projections that were allegedly unreasonable. On its face, Table 2 specifically identifies the Town’s Management Services Department as one of its primary sources. Id. And while Table 2 also indicates that the “Projected Sales Taxes within the Entertainment District [were] based on estimates of current and future development projections provided by [the Fain Group]” the caption to the Table 2 implies that the Town made substantial contributions to these allegedly misleading projections. See id. Viewing these facts in the light most favorable to Plaintiffs, they have adequately alleged that the Town participated in the creation of these allegedly unreasonable projections and that the Town had a duty disclose facts that tended to undermine those projections. (c) PVEC-LLC Each of the allegedly misleading statements at issue in this case can also be attributed to PVEC-LLC. The preface to the Official Statements specifically ident