Allegations
(i) the credit quality of certain of the Company’s assets had deteriorated prior to the Merger, and were continuing to deteriorate at the time of the Merger; (ii) certain of the Company’s loans, including four loans of approximately $261 million related to a New York hotel, were substantially impaired, there was insufficient collateral to secure the loans, and it was unlikely that the loans would be repaid; (iii) as a result, the valuation attributed to certain of the Company’s assets was overstated; (iv) that certain of the assets contributed as part of the Merger were of substantially lower value than reflected in the Company’s financial statements and the Registration Statement; (v) as a result, the Company’s financial condition, including its book value, was materially overstated; and (vi) as a result of the foregoing, the positive statements in the Registration Statement about the Company’s business, operations, and prospect were materially misleading and/or lacked a reasonable basis.