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IBEW LOCAL NO. 58 ANNUITY FUND; ELECTRICAL WORKERS PENSION TRUST FUND OF IBEW LOCAL NO. 58, DETROIT, MICHIGAN; IBEW LOCAL NO. 58,
Plaintiffs-Appellants,
v.
EVERYWARE GLOBAL, INC., et al,
Defendants,

JOHN K. SHEPPARD; BERNARD F. PETERS; DANIEL COLLIN; STEPHEN W. PRESSER; MONOMOY CAPITAL PARTNERS, LLC; MONOMOY EXECUTIVE COINVESTMENT FUND, L.P.; MONOMOY CAPITAL PARTNERS II, L.P.; MCP SUPPLEMENTAL FUND II, L.P.; MONOMOY GENERAL PARTNER, L.P.; MONOMOY GENERAL PARTNER II, L.P.; MONOMOY ULTIMATE GP, LLC; OPPENHEIMER & CO. INC.; CJS SECURITIES, INC.; TELSEY ADVISORY GROUP, LLC; IMPERIAL CAPITAL, LLC; BTIG, LLC; THOMAS J. BALDWIN; MICHAEL JURBALA; BARRY L. KASOFF; RONALD D. MCCRAY; WILLIAM J. KRUEGER; JOSEPH A. DE PERIO; RON WAINSHAL; MONOMOY CAPITAL PARTNERS, L.P.; MCP SUPPLEMENTAL FUND, L.P.,
Defendants-Appellees.
   No. 16-3445
Appeal from the United States District Court
for the Southern District of Ohio at Columbus.
No. 2:14-cv-01838—Algenon L. Marbley, District Judge.
Argued: February 1, 2017
Decided and Filed: February 21, 2017
Before: GIBBONS, ROGERS, and McKEAGUE, Circuit Judges.


_________________________
OPINION
_________________________

ROGERS, Circuit Judge. In this private securities litigation, investors in a now-bankrupt company called EveryWare sued EveryWare’s officers, directors, principal shareholders, and underwriters, alleging that some defendants violated the Securities Exchange Act of 1934 by materially misrepresenting EveryWare’s finances, and that some defendants violated the Securities Act of 1933 by verifying those alleged material misrepresentations to be true, and by failing to disclose other material facts, in a registration statement and a prospectus that they signed in connection with an offering of EveryWare’s shares. The district court dismissed plaintiffs’ complaint, reasoning that the Exchange Act claims fail because plaintiffs have not alleged particularized facts giving rise to a strong inference that defendants acted with the requisite scienter, and that the Securities Act claims fail because plaintiffs have not alleged any well-pleaded material statement or omission in the registration statement or the prospectus. On appeal, plaintiffs repeat the arguments that they made in the district court. Their arguments fail here for reasons set out by the district court in its thorough opinion. Because the district court’s No. 16-3445 IBEW Local No. 58 Annuity Fund, et al. v. EveryWare Global, et al. Page 3 opinion fully responds to plaintiffs’ arguments on appeal, we adopt the reasoning of the district court, as indicated below, with respect to those issues necessary to resolve this appeal.