                                                                              [PUBLISH]



                      IN THE UNITED STATES COURT OF APPEALS

                                   FOR THE ELEVENTH CIRCUIT
                                    ________________________               FILED
                                                                  U.S. COURT OF APPEALS
                                                                    ELEVENTH CIRCUIT
                                            No. 11-13254
                                                                    NOVEMBER 10, 2011
                                        Non-Argument Calendar
                                                                         JOHN LEY
                                      ________________________            CLERK

                                D.C. Docket No. 1:11-cv-00117-TCB



COMPUCREDIT HOLDINGS CORPORATION,

llllllllllllllllllllllllllllllllllllllll                         Plaintiff - Appellant,

                                                versus

AKANTHOS CAPITAL MANAGEMENT, LLC,
ARIA OPPORTUNITY FUND LTD.,
AQR ABSOLUTE RETURN MASTER ACCOUNT, L.P.,
CC ARBITRAGE, LTD.,
CNH CA MASTER ACCOUNT, L.P., et al.,

llllllllllllllllllllllllllllllllllllllll                         Defendants - Appellees.

                                     ________________________

                           Appeal from the United States District Court
                              for the Northern District of Georgia
                                 ________________________

                                           (November 10, 2011)
Before WILSON, PRYOR and KRAVITCH, Circuit Judges.

PER CURIAM:

       Plaintiff-Appellant CompuCredit Holdings Corporation (“CompuCredit”)

brought suit alleging antitrust violations against a number of hedge funds

(Defendants-Appellees) that hold convertible senior notes issued by CompuCredit.

CompuCredit claimed that Defendants acted collectively to force CompuCredit to

pay above-market prices to redeem its notes early, thus violating the Sherman

Act.1 The district court granted Defendants’ motion for judgment on the

pleadings; CompuCredit now appeals.

                                    I. BACKGROUND2

       CompuCredit is a provider of credit and related financial services products.

Defendants are holders of long-term convertible promissory notes issued by

CompuCredit in 2005 in two series. The first series is due and payable in 2025;

the second series is due and payable in 2035. These notes were originally issued

in a private placement, but are now traded on the secondary market. As of

December 2009, the twenty-one hedge fund Defendants collectively owned 70%

of the notes issued in 2005.

       1
           15 U.S.C. § 1.
       2
        We recite the facts in the light most favorable to the nonmoving party. See Ortega v.
Christian, 85 F.3d 1521, 1524 (11th Cir. 1996).

                                                2
      In December 2009, CompuCredit announced that it was planning to issue a

dividend of $25 million to stockholders and was considering spinning off its

profitable microloan business. In response, Defendants filed suit under the

Uniform Fraudulent Transfer Acts (“UFTA”), alleging that CompuCredit was

insolvent on a pro forma basis and requesting that the court enjoin the payment of

the dividend and the spinoff to ensure that CompuCredit could pay back its debt

obligations. At the time of the suit, CompuCredit had never missed an interest

payment on the notes.

      The court found that CompuCredit was not insolvent and denied the

injunctions. CompuCredit then offered to repurchase up to $160 million of its

notes outstanding at a price purportedly at or above market value. None of the

Defendants participated in the tender offer, and CompuCredit alleges that they

conspired in their refusal of the offer. CompuCredit was able to repurchase about

11% of the outstanding 2025 notes at roughly 50% of face value and about 10% of

its outstanding 2035 notes at approximately 35% of face value.

      The Defendants continued to allege CompuCredit’s insolvency. In January

2010, they wrote a letter to CompuCredit’s auditor, expressing doubt about

CompuCredit’s financial health. In February 2010, they wrote the Securities and

Exchange Commission, alleging that CompuCredit was insolvent. In March 2010,

                                         3
Defendants contacted the indenture trustee, claiming that CompuCredit had

violated the terms of the indentures. Finally, on March 8, 2010, Defendants made

a collective demand that CompuCredit repurchase their notes at par value.

CompuCredit estimates that the 2025 notes were trading at 53.5 percent of par and

the 2035 notes were trading at 37 percent of par at the time of this demand.3

            CompuCredit refused Defendants’ request to repurchase the notes at par

and brought this suit. CompuCredit alleges that Defendants conspired to boycott

its tender offer in order to inflate the redemption price of their notes and thereby

violated the Sherman Act. Defendants moved for a judgment on the pleadings,

and the district court granted their motion on June 17, 2011. This appeal followed.

                                           II. DISCUSSION

        We review de novo a ruling on a motion for judgment on the pleadings.

Horsley v. Rivera, 292 F.3d 695, 700 (11th Cir. 2002). For the sake of our review,

we will accept all well-pled factual allegations in the complaint as true. Douglas

Asphalt Co. v. Qore, Inc., 541 F.3d 1269, 1273 (11th Cir. 2008). However, we are

not obligated to accept alleged legal conclusions as true. See Green Leaf Nursery

v. E.I. DuPont De Nemours & Co., 341 F.3d 1292, 1304 n.12 (11th Cir. 2003). “If



        3
            Defendants argue that this demand was required under the litigation procedures of the
UFTA.

                                                   4
upon reviewing the pleadings it is clear that the plaintiff would not be entitled to

relief under any set of facts that could be proved consistent with the allegations,

the court should dismiss the complaint.” Horsley, 292 F.3d at 700.

      Construing the facts most favorably to CompuCredit, we find that the

behavior of Defendants alleged by CompuCredit does not constitute a violation of

the Sherman Act. The cases that CompuCredit offers in support of its position

are factually distinguishable from and thus irrelevant to the current dispute, and

we find no other case law that would support the proposition that the actions

alleged are illegal under the Sherman Act. Therefore, we affirm the district court.

      CompuCredit first argues that the controlling case for this dispute is FTC v.

Superior Court Trial Lawyers Ass’n, in which the Supreme Court held that it was

a violation of the Sherman Act for trial lawyers to boycott taking on court-

appointed criminal cases in order to gain leverage in pay negotiations with the

District of Columbia Superior Court. 493 U.S. 411, 428, 110 S. Ct. 768, 869

(1990). Despite CompuCredit’s characterization of Defendants as “horizontal

competitors” engaged in a “boycott” of CompuCredit’s tender offer, we disagree

with CompuCredit’s assertion that Superior Court Trial Lawyers Ass’n is an

appropriate parallel. Defendants here are holders of CompuCredit’s promissory

notes. This relationship arose when CompuCredit willingly took on an obligation

                                          5
to repay the notes via a free-market transaction. Although these promissory notes

are traded on a secondary market, they retain their essential character as debt

instruments. The pre-existing debtor and creditor relationship differentiates this

case from Superior Court Trial Lawyers Ass’n. CompuCredit was not in the same

position as a normal buyer of goods or services; instead it wished to pay back the

money it already owed (at a price below par value but at or above market value).

Defendants’ choice to reject this offer and seek full par value is not the same as a

boycott intended to raise future sales prices.

      CompuCredit also relies heavily on Catalano, Inc. v. Target Sales, Inc., 446

U.S. 643, 100 S. Ct. 1925 (1980) (per curiam). Although Catalano actually

involved debtors, the alleged antitrust violations concerned the terms of future

transactions, not a pre-existing debt. Id. at 644–45, 100 S. Ct. at 1926. The

Supreme Court held that an agreement among beer wholesalers to begin denying

short-term credit to retailers was “merely one form of price fixing” and thus

illegal. Id. at 650, 100 S. Ct. at 1929. Here, the par value of the debt was already

fixed by agreement of the parties. Negotiations about the repayment of a debt are

factually dissimilar from a unilateral conspiracy to fix future prices in a market.

      Furthermore, other circuits have held that it is not a violation of the

Sherman Act for creditors to act collaboratively to collect pre-existing debts. In

                                          6
United Airlines v. U.S. Bank, N.A., the Seventh Circuit held that collective action

of a group of creditors to recover the full amount of debts arising from

“competitively determined contracts” was not in violation of the antitrust laws.

406 F.3d 918, 921 (7th Cir. 2005). Similarly, in Sharon Steel Corp. v. Chase

Manhattan Bank, N.A., the Second Circuit firmly rejected the appellant’s claim

that joint activity by its creditors to collect the debts owed by appellant violated

antitrust law. 691 F.2d 1039, 1052–53 (2d Cir. 1982).

                                 III. CONCLUSION

      We do not find that the facts alleged constitute a violation of the Sherman

Act. The order of the district court granting Defendants’ motion for judgment on

the pleadings is affirmed.

      AFFIRMED.




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