Full opinion text
MEMORANDUM AND ORDER NAOMI REICE BUCHWALD, District Judge. I. Introduction These cases arise out of the alleged manipulation of the London .InterBank Offered Rate (“LIBOR”), an interest rate benchmark that has been. called “the world’s most important number.” British Bankers’ Ass’n, BBA LIBOR: The World’s Most Important Number Now Tweets Daily (May 21, 2009), http://www.bbalibor. com/news-releases/bba-libor-the-worldsmost-important-number-now-tweets-daily. As numerous newspaper articles over the past year have reported, domestic and foreign regulatory agencies have already reached settlements with several banks involved in the LIBOR-setting process, with penalties reaching into the billions of dollars. The' cases presently before us do not involve governmental regulatory action, but rather are private lawsuits by persons who allegedly suffered harm as a result of the suppression of LIBOR. Starting in mid-2011, such lawsuits began to be filed in this District and others across the country. On August 12, 2011, the Judicial Panel on Multidistrict Litigation transferred several such cases from other districts to this Court for “coordinated or consolidated pretrial proceedings.” In re Libor-Based Fin. Instruments Antitrust Litig., 802 F.Supp.2d 1380, 1381 (J.P.M.L.2011); see also 28 U.S.C. § 1407 (2006). On June 29, 2012, defendants filed motions to dismiss. Four categories of cases are subject to defendants’ motions to dismiss: cases brought by (1) over-the-counter (“OTC”) plaintiffs, (2) exchange-based plaintiffs, (3) bondholder plaintiffs, and (4) Charles Schwab plaintiffs (the “Schwab plaintiffs”). The first three categories each involve purported class actions, and each has a single lead action. The lead action for the OTC plaintiffs is Mayor and City Council of Baltimore v. Bank of America (11 Civ. 5450); the lead action for the exchange-based plaintiffs is FTC Capital GmbH v. Credit Suisse Group (11 Civ. 2613), and the lead action for the bondholder plaintiffs is Gelboim v. Credit Suisse Group (12 Civ.1025). By contrast, the Schwab plaintiffs do not seek to represent a class, but rather have initiated three separate cases: Schwab Short-Term Bond Market Fund v. Bank of America America Corp. (11 Civ. 6411), and Schwab Money Market Fund v. Bank of America Corp. (11 Civ. 6412). Subsequent to defendants’ filing of their motion to dismiss, several new complaints were filed. It quickly became apparent to us that information relating to this case would continue indefinitely to come to light, that new complaints would continue to be filed, and that waiting for the “dust to settle” would require an unacceptable delay in the proceedings. Therefore, on August 14, 2012, we issued a Memorandum and Order imposing a stay on all complaints not then subject to defendants’ motions to dismiss, pending the present decision. In re LIBOR-Based, Fin. Instruments Antitrust Litig., No. 11 MD 2262, 2012 WL 3578149 (S.D.N.Y. Aug. 14, 2012). Although we encouraged the prompt filing of new complaints, see id. at *1 n. 2, we determined that the most sensible way to proceed would be to wait on addressing those cases until we had clarified the legal landscape through our decision on defendants’ motions. For the reasons stated below, defendants’ motions to dismiss are granted in part and denied in part. With regard to plaintiffs’ federal antitrust claim and RICO claim, defendants’ motions are granted. With regard to plaintiffs’ commodities manipulation claims, defendants’ motions are granted in part and denied in part. Finally, we dismiss with prejudice the Schwab plaintiffs’ Cartwright Act claim and the exchange-based plaintiffs’ state-law claim, and we decline to exercise supplemental jurisdiction over the remaining state-law claims. II. Background Despite the legal complexity of this case, the factual allegations are rather straightforward. Essentially, they are as follows: Defendants are members of a panel assembled by a banking trade association to calculate a daily interest rate benchmark. Each business day, defendants submit to the association a rate that is supposed to reflect their expected costs of borrowing U.S. dollars from other banks, and the association computes and publishes the average of these submitted rates. The published average is used as a benchmark interest rate in financial instruments worldwide.- According to plaintiffs; defendants conspired to report rates that did not reflect their good-faith estimates of their borrowing costs, and in fact submitted artificial rates over the course of thirty-four months. Because defendants allegedly submitted artificial rates, the final computed average was also artificial. Plaintiffs allege that they suffered injury because they 'held positions in various financial instruments that were negatively affected by defendants’ alleged fixing of the benchmark interest rate. . As one would expect, the parties’ primary factual disagreement concerns whether defendants conspired to submit artificial rates and whether they in fact did so. Plaintiffs have included in their complaints extensive evidence that allegedly supports their allegations on these points, and defendants, were this case to proceed to trial, would surely present evidence to the contrary with equal vigor. However, our present task is not to resolve the parties’ factual disagreements, but rather to decide defendants’ motions to dismiss. These motions raise numerous issues of law, issues that, although they require serious legal analysis, may be resolved without heavy engagement .with the facts. Therefore, we will set out in this section only those factual allegations necessary to provide context for our decision, and will cite further allegations later as appropriate. This section will begin by explaining. what LIBOR is and will then discuss defendants’ alleged misconduct and how it allegedly injured plaintiffs. A. LIBOR LIBOR is a' benchmark interest rate disseminated by the British Bankers’ Association (the “BBA”), a “leading trade association for the U.K. banking and financial services sector.” OTC Am. Compl. ¶ 42 (quoting BBA, About Us, http://www. bba.org.uk/about-us (last visited Mar. 29, 2013)). LIBOR is calculated for ten currencies, including the U.S. dollar (“USD LIBOR”). Id. ¶ 43. For each of the currencies, the BBA has assembled a panel of banks whose interest rate submissions are considered in calculating the benchmark (a “Contributor Panel”); each member of the Contributor Panel must be a bank that “is regulated and authorized to trade on the London money market.” Id. ¶ 46. The Contributor Panel for USD LIBOR, the only rate at issue in this case, consisted at all relevant times of sixteen banks. The defendants here, or one of their affiliates, are each members of that panel. Each business day, the banks on a given LIBOR Contributor Panel answer the following question, with regard to the currency for which the bank sits on the Contributor Panel: “At what rate could you borrow funds, were you to do so by asking for and then accepting inter-bank offers in a reasonable market size just prior to 11 am?” Id. ¶ 48. Importantly, this question does not ask banks to report an interest rate that they actually paid or even an average of interest rates that they actually paid; rather, it inquires at what rate the banks “predict they can borrow unsecured funds from other banks in the London wholesale money market.” Id. ¶ 44. Each bank will answer this question with regard to fifteen maturities, or tenors, ranging from overnight to one year. Id.; Settlement Agreement Between Dep’t of Justice, Criminal Div., and Barclays (June 26, 2012), Appendix A, ¶ 5, Ex. 3, Scherrer Deck [hereinafter DOJ Statement]. The banks submit rates in response to this question (“LIBOR quotes”' or “LIBOR submissions”) each business day by 11:10 AM London time to Thomson Reuters, acting as the BBA’s agent. OTC. Am. Compl. ¶ 47; DOJ Statement ¶ 3. Each bank “must submit its rate without reference to rate contributed by other Contributor Panel banks.” DOJ Statement ¶ 6. After receiving quotes from each bank on a given panel, Thomson Reuters determines the LIBOR for that day (the “LI-BOR fix”) by ranking the quotes for a given maturity in descending order and calculating the arithmetic mean of the middle two quartiles. OTC Am. Compl. ¶ 48; DOJ Statement ¶ 4. For example, suppose that on a particular day, the banks on the Contributor Panel for U.S. dollars submitted the following quotes for the three-month maturity (“three-month USD LI-BOR”): 4.0%, 3.9%, 3.9%, 3.9%, 3.8%, 3.8%, 3.7%, 3.6%, 3.5%, 3.5%, 3.4%, 3.3%, 3.3%, 3.1%, 3.0%, and 3.0%. The quotes in the middle two quartiles would be: 3.8%, 3.8%, 3.7%, 3.6%, 3.5%, 3.5%, 3.4%, and 3.3%. The arithmetic mean of these quotes, 3.575%, would be the LIBOR fix for that day. Thomson Reuters publishes the new LI-BOR fix each business day by approximately 11:30 AM London time. DOJ Statement ¶ 5. In addition to publishing the final fix, “Thomson Reuters publishes each Contributor Panel bank’s submitted rates along with the names of the banks.” Id. Therefore, it is a matter of public knowledge not only what the LIBOR fix is on any given business day, but also what quote each bank submitted and how the final fix was calculated. LIBOR is “the primary benchmark for short term interest'rates globally.” OTC Am. Compl. ¶ 44. For example, market actors “commonly set the interest rate on floating-rate notes [in which the seller of the note pays the buyer a variable rate] as a spread against LIBOR,” such as LIBOR plus 2%, and “use LIBOR as a basis to determine the correct rate of return on short-term fixed-rate notes [in which the seller of the note pays the buyer a fixed rate] (by comparing the offered rate to LIBOR).” In short, LIBOR “affects the pricing of trillions of dollars’ worth of financial transactions.” Id. ¶ 45. B. Defendants’ Alleged Misconduct According to plaintiffs, “Defendants eollusively and systematically suppressed LI-BOR during the Class Period,” defined as August 2007 to May 2010. OTC Am. Compl. ¶ 2; see also id. ¶¶ 4-8; Exchange Am. Compl. ¶ 1. Defendants allegedly did so by each submitting an artificially low LIBOR quotes to Thomson Reuters each business day during the Class Period. OTC Am. Compl. ¶ 6. Plaintiffs argue that defendants had two primary motives for suppressing LIBOR. First, “well aware that the interest rate a bank pays (or expects to pay) on its debt is widely, if not universally, viewed as embodying the market’s assessment of the risk associated with that bank, Defendants understated their borrowing costs (thereby suppressing LIBOR) to portray themselves as economically healthier than they actually were.” OTC Am. Compl. ¶ 5. Moreover, “because no one bank would want to stand out as bearing a higher degree of risk than its fellow banks, each Defendant shared a powerful incentive- to collude with its co-Defendants to ensure it was not the ‘odd man out.’ ” Id. ¶ 52. Second, “artificially suppressing LIBOR allowed Defendants to pay lower interest rates on LIBOR-based financial instruments that Defendants sold to investors, including [plaintiffs], during the Class Period.” Id. ¶ 5; see also id. ¶ 53. Plaintiffs devote the bulk of their complaints to amassing evidence that LIBOR was fixed at artificially low levels during the Class Period. For one, plaintiffs offer statistical evidence showing that LIBOR diverged during the Class Period from benchmarks that it would normally track. First] each defendant’s LIBOR quotes allegedly diverged over the Class Period from its probabilities of default, as calculated by experts retained by plaintiffs. OTC, Am. Compl. ¶¶ 57-66. A bank’s probability of default should correlate positively with its cost of borrowing, based on the basic principle that “investors require a higher ... rate of return as a premium for taking on additional risk exposure.” Id. ¶ 59. However, plaintiffs’ experts found “a striking negative correlation between USD-LIBOR panel bank’s LIBOR quotes and [probabilities of default] during 2007 and 2008.” Id. ¶ 66. This suggests that defendants “severely depressed LI-BOR during that time.” Id. Second, LIBOR diverged, during the Class Period from another comparable benchmark, the Federal Reserve Eurodollar Deposit Rate (the “Fed Eurodollar Rate”). Eurodollars are defined as “U.S. dollars deposited in commercial banks outside the United States.” Exchange Am. Compl. ¶ 200 (quoting CME Group, Eurodollar Futures, http://www.cmegroup.com/ tradin^interest-rates/files/IR148_ Eurodollar_Futures_FacLCard.pdf). Like LIBOR, the Fed Eurodollar Rate “reflect[s] the rates at which banks in the London Eurodollar money market lend U.S. dollars to one another,” OTC Am. Compl. ¶ 68, though because LIBOR is based on the interest rate that banks expect lenders to offer them (an “offered rate”), whereas' the Fed Eurodollar Rate is based on what banks are willing to pay to borrow (a “bid rate”), “the Fed’s Eurodollar rate should be less than LIBOR.” Scott Peng et al., Citigroup, Special Topic: Is LIBOR Broken?, Apr. 10, 2008. However, plaintiffs’ experts found that LIBOR was lower than the Fed Eurodollar Rate, and that individual defendants’ LIBOR quotes were also lower than the Fed Euro-dollar Rate, for most of the Class Period. OTC Am. Compl. ¶¶ 67-88. According to plaintiffs, this finding suggests not only that “suppression of LIBOR occurred during the Class Period,” but also that defendants conspired to suppress LIBOR, as “[t]he sustained period during which the [Fed Eurodollar Rate] — LIBOR Spread fell and remained starkly negative ... is not plausibly achievable absent collusion among Defendants.” Id. ¶ 88. In addition to the above statistical analysis, plaintiffs cite “publicly available analyses by academics and other commentators” which “collectively indicate LIBOR was artificially suppressed during the Class Period.” Id. ¶ 89. For instance, plaintiffs discuss studies that found “variance between [banks’] LIBOR quotes and their contemporaneous cost of buying default insurance ... on debt they issued during [the Class Period].” Id. ¶ 90; see also id. ¶¶ 90-103. Plaintiffs also note commentators’ findings that defendants’ LIBOR quotes “demonstrated suspicious ‘bunching’ around the fourth lowest quote submitted by the 16 banks,” which “suggests Defendants collectively depressed LIBOR by reporting the lowest possible rates that would not be excluded from the calculation of LIBOR on a given day. Id. ¶ 105; see also id. ¶¶ 105-13. Plaintiffs further observe that “during 2008 and 2009 at least some of [defendants’] LIBOR quotes were too low in light of the dire financial circumstances the banks faced.” Id. ¶ 128. For instance, the LIBOR submissions of Citigroup, RBS, and WestLB were suspiciously low given the financial troubles facing those banks during the Class Period. Id. ¶¶ 128-38. Finally, plaintiffs allege that they were not aware of defendants’ manipulation “until March 15, 2011, when UBS released its annual report 20-F stating that it had received subpoenas from the Department of Justice, the SEC, the CFTC, as well as an information request from the Japanese Financial Supervisory Agency, all relating to its interest rate submissions to the BBA.” Id. ¶ 205. UBS had explained that these investigations addressed “whether there were improper attempts by UBS, either acting on its own or together with others, to manipulate LIBOR at certain times.” Plaintiffs maintain that, even though several news articles had warned as early as spring 2008 that LIBOR was suspiciously low, these warnings did not provide notice of defendants’ alleged manipulation of LIBOR because they were counteracted by public statements from the BBA and individual defendants that provided alternative explanations for why LIBOR had failed to track comparable benchmarks. Id. ¶¶ 192-204. Following the filing of plaintiffs’ amended complaints on April 30, 2012, several governmental agencies disclosed that they had reached settlements with Barclays with regards to Barclays’ submission of artificial LIBOR quotes. Although plaintiffs were not able to incorporate information from these settlements into their amended complaints, they have submitted to the Court, in the course of opposing defendants’ motions to dismiss, settlement documents issued by the Criminal Division of the Department of Justice, the Commodities Futures Trading Commission (the “CFTC”), and the United Kingdom Financial Services Authority (the “FSA”). See DOJ Statement; CFTC Settlement Order (June 27, 2012) [hereinafter CFTC Order], Ex. 4, Scherrer Decl.; FSA Final Notice (June 27, 2012), Ex. 5, Scherrer Decl. [hereinafter FSA Notice]. These agencies found that Barclays had engaged in “wrongful conduct spanning] from at least 2005 through at least 2009,” at times “on an almost daily basis.” CFTC Order 2. Specifically: During the period from at least mid-2005 through the fall of 2007, and sporadically thereafter into 2009, Barclays based its LIBOR submissions for U.S. Dollar (and at limited times other currencies) on the requests of Barclays’ swaps traders, including former Bar-clays swaps traders, who were attempting to affect the official published LIBOR, in order to benefit Barclays’ derivatives trading positions; those positions included swaps and futures trading positions .... Id. The agencies documented instances in which Barclays’ LIBOR submitters had accommodated requests from traders for an artificially high LIBOR quote as well as instances where the LIBOR submitters had accommodated requests for an artificially low LIBOR quote. See, e.g., id. at 7-11. In addition to this manipulation to benefit daily- trading positions, leading to either an artificially high or artificially low LIBOR quote, the agencies found that from “late August 2007 through early 2009,” Barclays’s LIBOR submitters, “[p]ursuant to a directive by certain members of Barclays’ senior management,” consistently submitted artificially low LI-BOR quotes “in order to manage what [Barclays] believed were inaccurate and negative public and media perceptions that Barclays had a liquidity problem.” Id. at 3. C. Plaintiffs’ Alleged Injury As discussed above, the present motions to dismiss apply to the amended complaints of four groups of plaintiffs: the OTC, bondholder, exchange-based, and Schwab plaintiffs. Each of these groups alleges that it suffered a distinct injury as a result of defendants’ alleged misconduct. We will address each group in turn. 1. OTC Plaintiffs The lead OTC plaintiffs are the Mayor and City Council of Baltimore (“Baltimore”) and the City of New Britain Firefighters’ and Police Benefit Fund (“New Britain”). Baltimore “purchased hundreds of millions of dollars in interest rate swaps directly from at least one Defendant in which the rate of return was tied to LI-BOR.” OTC Am. Compl. ¶ 12. New Britain “purchased tens of millions of dollars in interest rate swaps directly from at least one Defendant in which the rate of return was tied to LIBOR.” Id. ¶ 13. These plaintiffs seek to represent a class of “[a]ll persons or entities ... that purchased in the United States, directly from a Defendant, a financial instrument that paid interest indexed to LIBOR ... any time during the [Class Period].” Id. ¶ 34. According to plaintiffs, they suffered injury as a result of defendants’ alleged misconduct because their financial instruments provided that they would receive payments based on LIBOR, and when defendants allegedly suppressed LIBOR, plaintiffs received lower payments from defendants. See id. ¶¶ 8, 219. 2. Bondholder Plaintiffs The lead bondholder plaintiffs are Ellen Gelboim (“Gelboim”) and Linda Zacher (“Zacher”). Gelboim “is the sole beneficiary of her Individual Retirement Account that during the Class Period owned a ... LIBOR-Based Debt Security issued by General Electric Capital Corporation.” Bondholder Am. Compl. ¶ 15. Similarly, Zacher “is the sole beneficiary of her late husband’s Individual Retirement Account that during the Class Period owned a ... LIBOR-Based Debt Security issued by the State of Israel.” Id. ¶ 16. These plaintiffs seek to represent the following class: [A]ll [persons] who owned (including beneficially in ‘street name’) any U.S. dollar-denominated debt security (a) that was assigned a unique identification number by the [Committee on Uniform Securities Identification Procedures] system; (b) on which interest was payable at any time [during the Class Period]; and (c) where that interest was payable at a rate expressly linked to the U.S. Dollar Libor rate. Id. ¶ 1; see also id. ¶ 198. This class excludes holders of debt securities to the extent that their securities were “issued by any Defendant as obligor.” Id. Plaintiffs allege that they suffered injury as a result of defendants’ alleged misconduct because they “receiv[ed] manipulated and artificially depressed amounts of interest on [the] [d]ebt [securities they owned during the Class Period.” Id. ¶ 14. 3. Exchange-Based Plaintiffs In order to place the exchange-based plaintiffs’ claims in context, we will first provide a brief overview of Eurodollar futures contracts. We will then summarize who plaintiffs are and how they allege they were injured. a. Eurodollar Futures Contracts A futures contract “is an agreement for the sale of a commodity on a specific date (the ‘delivery date’).” In re Amaranth Natural Gas Commodities Litig., 269 F.R.D. 366, 372 (S.D.N.Y.2010). The seller of a futures contract, known as the “short,” agrees to deliver the commodity specified in the contract to the buyer, known as the “long,” on the delivery date. See id. However, in most cases, the commodity never actually changes hands; rather, “[m]ost investors close out of their positions before the delivery dates,” id., such as by entering into offsetting contracts whereby the commodity delivery requirements cancel out and “[t]he difference between the initial purchase or sale price and the price of the offsetting transaction represents the realized profit or loss,” Exchange Am. Compl. ¶ 208. Although many futures contracts are based on an underlying commodity that is a physical good, such as copper, others are not. One such futures contract is a Eurodollar futures contract, which is “the most actively traded futures contract!] in the world.” Id. ¶ 201; see also DOJ Statement 4 (“In 2009, according to the Futures Industry Association, more than 437 million Eurodollar futures contracts were traded.... ”). Eurodollar futures contracts, traded on the Chicago Mercantile Exchange (the “CME”), Exchange Am. Compl. ¶ 201, are based on an “underlying instrument” of a “Eurodollar Time Deposit having a principal value of USD $1,000,000 with a three-month maturity.” CME Group, Eurodollar Futures: Contract Specifications, http://www.cmegroup.coni/ trading/interest-rates/stir/eurodollar_ contract_specifications.html (last visited Mar. 29, 2013). “Eurodollars are U.S. dollars deposited in commercial banks outside the United States.” CME Group,-Eurodollar Futures, http://www.cmegroup.com/ trading/interest-rates/files/IR148_ Eurodollar_Futures_Fact_Card.pdf. Eurodollar futures contracts do not require the seller actually to deliver cash deposits to the buyer, but rather provide that at the end of the contract, the “settlement date,” the seller pays the buyer a specified price. The price at settlement “is equal to 100 minus the three-month Eurodollar interbank time deposit rate,” which rate is defined as the USD three-month LIBOR fix on the contract’s last trading day. CME Group, Eurodollar Futures Final Settlement Procedure, http:// www.cmegroup.com/trading/interest-rates/ files/final-settlement-procedure-eurodollarfutures.pdf. Like other futures contracts, Eurodollar futures contracts may be traded prior to settlement, and their trading price will reflect “the market’s prediction of the [three]-month [USD] LIBOR on [the contract’s last trading day].” DOJ Statement ¶ 9. Finally, options on Eurodollar futures contracts are also traded on the CME. Exchange Am. Compl. ¶ 210. A trader might purchase a “call,” which gives him “the right, but not the obligation, to buy the underlying Eurodollar futures contract at a certain price — the strike price.” Id. A trader could also purchase a “put,” giving him “the right, but not the obligation, to sell the underlying Eurodollar futures contract at the strike price.” Id. The price at which a Eurodollar option trades “is affected by the underlying price of the Eurodollar futures contract, which, in turn, is directly affected by the reported LIBOR.” Id. b. Plaintiffs and Their Alleged Injury There are seven lead exchange-based plaintiffs. Plaintiff Metzler Investment GmbH (“Metzler”) is a German company that launched and. managed investment funds which traded Eurodollar futures. Exchange Am. Compl. ¶ 20. Plaintiffs FTC Futures Fund SICAV (“FTC SI-CAV”) and FTC Futures Fund PCC Ltd. (“FTC PCC”) are each funds, based in Luxembourg and Gibraltar, respectively, which traded Eurodollar futures. Id. ¶¶ 21-22. Plaintiffs Atlantic Trading USA, LLC (“Atlantic”) and 303030 Trading LLC (“303030”) are both Illinois limited liability companies with principal places of business in Illinois and which traded Eurodollar futures. Id. ¶¶ 23-24. Finally, plaintiffs Gary Francis (“Francis”) and Nathanial Haynes (“Haynes”) are both residents of Illinois who traded Eurodollar futures. Id. ¶¶ 25-26. These plaintiffs seek to represent a class of “all persons ... that transacted in Eurodollar futures and options on Eurodollar futures on exchanges such as the CME [during the Class Period] and were harmed by Defendants’ manipulation of LIBOR.” Id. ¶ 221. Plaintiffs allege that they suffered injury from defendants’ alleged manipulation of LIBOR. According to plaintiffs, defendants’ suppression of LIBOR caused Eurodollar contracts to trade and settle at artificially high prices. Id. ¶¶ 215-16. Plaintiffs purchased Eurodollar contracts during the Class Period, id. ¶214, and “the direct and foreseeable effect of the Defendants’ intentional understatements of their LIBOR rate was to cause Plaintiffs and the Class to pay supracompetitive prices for [their] CME Eurodollar futures contracts.” Id. ¶ 217. 4. Schwab Plaintiffs The last group of plaintiffs comprises the Schwab plaintiffs. As discussed above, these plaintiffs do not seek to represent a class, but rather have filed three separate amended complaints. First, the “Schwab Bank” amended complaint has three plaintiffs. Plaintiff The Charles Schwab Corporation is a Delaware corporation with its principal place of business in California. Schwab Bank Am. Compl. ¶ 17. Plaintiff Charles Schwab Bank, N.A., is a national banking association which is a wholly-owned subsidiary of The Charles Schwab Corporation and is organized under the laws of Arizona, with its principal place of business in Nevada. Id. ¶ 18. Finally, Plaintiff Charles Schwab & Co., Inc., is a California corporation and a wholly owned subsidiary of The Charles Schwab Corporation, which through its division Charles Schwab Treasury, manages the investments of Charles Schwab Bank, N.A. Id. ¶ 19. Each of these plaintiffs “purchased or held LIBOR-based financial instruments during the [Class Period].” Id. ¶¶ 17-19. Second, the “Schwab Bond” amended complaint also has three plaintiffs. Plaintiff Schwab Short-Term Bond Market fund is “a series of Schwab Investments, an open-end, management investment company organized under Massachusetts law.” Schwab Bond Am. Compl. ¶ 17. Plaintiff Schwab Total Bond Market Fund “is also a series of Schwab Investments.” Id. ¶ 18. Finally, plaintiff Schwab U.S. Dollar Liquid Assets Fund is a fund managed in California and which is “a series of Charles Schwab Worldwide Funds pic, an investment company with variable capital, incorporated in Ireland.” Id. ¶ 19. Each of these plaintiffs “purchased or held LIBOR-based financial instruments during the [Class Period].” Id. ¶¶ 17-19. Third, the “Schwab Money” amended complaint has seven plaintiffs. Plaintiff Schwab Money Market Fund is “a series of The Charles Schwab Family of Funds, an open-end investment management company organized as a Massachusetts business trust.” Schwab Money Am. Compl. 11 17. Plaintiffs Schwab Value Advantage Money Fund, Schwab Retirement Advantage Money Fund, Schwab Investor Money Fund, Schwab Cash Reserves, and Schwab Advisor Cash Reserves are each also “a series of The Charles Schwab Family of Funds.” Id. ¶¶ 18-22. Finally, Plaintiff Schwab YieldPlus Fund is “a series of Schwab Investments, an open-end investment management company organized as a Massachusetts business trust.” Id. ¶ 23. “Contingent interests of Schwab YieldPlus Fund have passed to Plaintiff Schwab YieldPlus Fund Liquidation Trust.” Id. Each of these plaintiffs “purchased or held LIBOR-based financial instruments during the [Class Period].” Id. ¶¶ 17-23. Plaintiffs argue that they were injured as a result of defendants’ alleged suppression of LIBOR, which “artificially depressed] the value of tens of billions of dollars in LIBOR-based financial instruments the [plaintiffs] held or purchased.” Id. ¶ 194. These financial instruments included floating-rate instruments paying a rate of return directly based on LIBOR, id. ¶ 195, and fixed-rate instruments which plaintiffs decided to purchase by comparing the instruments’ fixed rate of return with LIBOR, id. ¶ 197. Plaintiffs purchased both floating- and fixed-rate instruments directly from defendants, from subsidiaries or other affiliates of defendants, and from third parties. Id. ¶¶ 196, 198-99. III. Discussion Under Federal Rule of Civil Procedure 12(b)(6), a complaint may be dismissed for “failure to state a claim upon which relief can be granted.” Fed. R.Civ.P. 12(b)(6). To avoid dismissal, a complaint must allege “enough facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). Where plaintiffs have not “nudged their claims across the line from conceivable to plausible, their complaint must be dismissed.” Id. In applying this standard, a court must accept as true all well-pleaded factual allegations and must draw all reasonable inferences in favor of the plaintiff. See Erickson v. Pardus, 551 U.S. 89, 94, 127 S.Ct. 2197, 167 L.Ed.2d 1081 (2007) (per curiam); Kassner v. 2nd Ave. Delicatessen, Inc., 496 F.3d 229, 237 (2d Cir.2007). The Court may also “properly consider ‘matters of which judicial notice may be taken, or documents either in plaintiff’s] possession or of which plaintiff] had knowledge and relied on in bringing suit.’” Halebian v. Berv, 644 F.3d 122, 130 n. 7 (2d Cir.2011) (quoting Chambers v. Time Warner, Inc., 282 F.3d 147, 153 (2d Cir.2002)). In the case at bar, defendants have moved to dismiss all of plaintiffs’ claims. Our analysis will proceed in an order roughly based on the structure of the parties’ briefing: (1) antitrust claims, (2) exchange-based claims, (3) RICO claim, and (4) state-law claims. A. Antitrust Claim Each amended complaint asserts a cause of action for violation of section 1 of the Sherman Act. OTC Am. Compl. ¶¶ ,220-26; Bondholder Am. Compl. ¶¶ 205-11; Exchange Am. Compl. ¶¶ 245-49; Schwab Bond Am. Compl. ¶¶ 202-08; Schwab Bank Am. Compl. ¶¶ 201-07; Schwab Money Am. Compl. ¶¶ 214-20. The Schwab plaintiffs have also asserted a cause of action for violation of California’s antitrust statute, the Cartwright Act. Schwab Bond Am. Compl. ¶¶ 239-45; Schwab Bank Am. Compl. ¶¶ 238-44; Schwab Money Am. Compl. ¶¶ 251-57. Defendants have moved to dismiss these claims on four grounds: (1) plaintiffs do not adequately plead a contract, combination, or conspiracy, (2) plaintiffs fail to allege a restraint of trade, (3) plaintiffs lack antitrust standing, and (4) indirect purchasers lack standing under Illinois Brick Co. v. Illinois, 431 U.S. 720, 97 S.Ct. 2061, 52 L.Ed.2d 707 (1977). Because we find that the third ground, that plaintiffs lack antitrust standing, is a sufficient reason to dismiss plaintiffs’ antitrust claims, we need not reach the remaining grounds. Section 1 of the Sherman Act provides: “Every contract, combination in the form of trust or otherwise, or conspiracy, in restraint of trade or commerce among the several States, or with foreign nations, is declared to be illegal.” 15 U.S.C. § 1 (2006). The private right of action to enforce this provision is established in section'4' of the Clayton Act: Except as provided in subsection (b) of this section [relating to the amount of damages recoverable by foreign states and instrumentalities of foreign states], any person who shall be injured in his .business or property by reason of anything forbidden in the antitrust laws may sue therefor in any district court of the United States in the district in which the defendant resides or is found or has an agent, without respect to the amount in controversy, and shall recover threefold the damages by him sustained, and the cost of suit, including a reasonable attorney’s fee. Id. § 15. Here, plaintiffs claim that they were injured by defendants’ alleged conspiracy in restraint of trade, in violation of section 1 of the Sherman Act, and accordingly bring suit pursuant to section 4 of the Clayton Act. To have standing under the Clayton Act, a private plaintiff must demonstrate (1) antitrust injury, and (2) “that he is a proper plaintiff in light of four ‘efficient enforcer’ factors” derived from the Supreme Court’s decision in Associated General Contractors v. California State Council of Carpenters (“AGC”), 459 U.S. 519, 103 S.Ct. 897, 74 L.Ed.2d 723 (1983). In re DDAVP Direct Purchaser Antitrust Litig., 585 F.3d 677, 688 (2d Cir.2009). Here, plaintiffs have not plausibly alleged that they suffered antitrust injury, thus, on that basis alone, they lack standing. We need not reach the AGC “efficient enforcer” factors. 1. Antitrust Injury a. Antitrust Injury Defined As articulated by the Supreme Court in Atlantic Richfield Co. v. USA Petroleum Co., 495 U.S. 328, 334, 110 S.Ct. 1884, 109 L.Ed.2d 333 (1990) (“ARCO ”), “antitrust injury” refers to injury “attributable to an anticompetitive aspect of the practice under scrutiny.” Id.; see also Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc., 429 U.S. 477, 489, 97 S.Ct. 690, 50 L.Ed.2d 701 (1977) (“Plaintiffs must prove antitrust injury, which is to say injury of the type the antitrust laws were intended to prevent and that flows from that which makes defendants’ acts unlawful. The injury should reflect the anticompetitive effect either of the violation or of anticompetitive acts made possible by the violation.”). Although conduct in violation of the Sherman Act might reduce, increase, or be neutral with regard to competition, a private plaintiff can recover for such a violation only where “the loss stems from a competition-reducing aspect or effect of the defendant’s behavior.” ARCO, 495 U.S. at 344, 110 S.Ct. 1884 (emphasis in original). Moreover, it is not enough that defendant’s conduct disrupted or distorted a competitive market: “Although all antitrust violations ... ‘distort’ the market, not every loss stemming from a violation counts as antitrust injury.” Id. at 339 n. 8, 110 S.Ct. 1884. Therefore, a plaintiff must demonstrate not only that it suffered injury and that the injury resulted from defendants’ conduct, but also that the injury resulted from the anticompetitive nature of defendant’s conduct. See Nichols v. Mahoney, 608 F.Supp.2d 526, 543-44 (S.D.N.Y.2009). The rationale, of course, is that the Clayton Act’s rich bounty of treble damages and attorney’s fees should reward only those plaintiffs who further the purposes of the Sherman and Clayton Acts, namely, “protecting competition.” Brooke Grp. Ltd. v. Broum & Williamson Tobacco Corp., 509 U.S. 209, 251, 113- S.Ct. 2578, 125 L.Ed.2d 168 (1993). b. A Per Se Violation of the Sherman Act Does Not Necessarily Establish Antitrust Injury Critically, even when a plaintiff can successfully allege a per se violation of section 1 of the Sherman Act, such as horizontal price fixing, the plaintiff will not have standing under section 4 of the Clayton Act unless he can separately demonstrate antitrust injury. See ARCO, 495 U.S. at 344, 110 S.Ct. 1884 (“[P]roof of a per se violation and of antitrust injury are distinct matters that must be shown independently.” (quoting Phillip Areeda & Herbert Hovenkamp, Antitrust Law ¶ 334.2c, p. 330 (1989 Supp.))); see also Paycorn Billing Servs., Inc. v. Mastercard Int’l, Inc., 467 F.3d 283, 290 (2d Cir.2006) (“Congress did not intend the antitrust laws to provide a remedy in damages for all injuries that might conceivably be traced to an antitrust violation.” (quoting Associated Gen. Contractors, Inc. v. Cal. State Council of Carpenters, 459 U.S. 519, 534, 103 S.Ct. 897, 74 L.Ed.2d 723 (1983)) (internal quotation marks omitted)). In other words, even though a defendant might have violated the Sherman Act and thus be subject to criminal liability, it is a separate question whether Congress intended to subject the defendant as well to civil liability, in particular to the plaintiffs suing. c. California’s Cartwright Act also Requires Antitrust Injury The antitrust injury requirement also applies to claims pursuant to the Cartwright Act, Cal. Bus. & Prof. Code § 16700 et seq. (West 2012). See Flagship Theatres of Palm Desert, LLC v. Century Theatres, Inc., 198 Cal.App.4th 1366, 1378, 1380, 131 Cal.Rptr.3d 519 (App.2d Dist.2011) (“[F]ederal case law makes clear that the antitrust injury requirement also applies to other federal antitrust violations [beyond anticompetitive mergers]. California case law holds that the requirement applies to Cartwright Act claims as well.... [T]he antitrust injury requirement means that an antitrust plaintiff must show that it was injured by the anti-competitive aspects or effects of the defendant’s conduct, as opposed to being injured by the conduct’s neutral or even procompetitive aspects.”); Morrison v. Viacom, Inc., 66 Cal.App.4th 534, 548, 78 Cal.Rptr.2d 133 (App. 1st Dist.1998) (“The plaintiff in a Cartwright Act proceeding must show that an antitrust violation was the proximate cause of his injuries----An ‘antitrust injury’ must be proved; that is, the type of injury the antitrust laws were intended to prevent, and which flows from the invidious conduct which renders defendants’ acts unlawful.” (alteration in original) (quoting Kolling v. Dow Jones & Co., 137 Cal.App.3d 709, 723, 187 Cal.Rptr. 797 (App. 1st Dist.1982))); id. (“Appellants failed to allege antitrust injury ... because they have failed to allege any facts to show they suffered an injury which was caused by restraints on competition.”). The common antitrust injury requirement derives from the Cartwright Act’s and Sherman Act’s common purpose. See Exxon Corp. v. Superior Court, 51 Cal.App.4th 1672, 1680, 60 Cal.Rptr.2d 195 (App. 6th Dist.1997) (citations omitted) (“The Cartwright Act, as the Sherman Antitrust Act, was enacted to promote free market competition and to prevent conspiracies or agreements in restraint or monopolization of trade.”). 2. Defendants’ Alleged Conduct Was Not Anticompetitive a. The LIBOR-Setting Process Was Never Competitive Here, plaintiffs do not argue that the collaborative- LIBOR-setting process itself violates the antitrust laws, but rather that defendants violated the antitrust laws by conspiring to set LIBOR at an artificial level. See, e.g., OTC Compl. ¶¶ 217-26. According to plaintiffs: Defendants’ anticompetitive conduct had severe adverse consequences on competition in that [plaintiffs] who traded in LIBOR-Based [financial instruments] during the Class Period were trading at artificially determined prices that were made artificial as a result of Defendants’ unlawful conduct. As a consequence thereof, [plaintiffs] suffered financial losses and were, therefore, injured in their business or property. Id. ¶ 219; see also Tr. 17-18. Although these allegations might suggest that defendants fixed prices and thereby harmed plaintiffs, they do not suggest that the harm plaintiffs suffered resulted from any anticompetitive aspect of defendants’ conduct. As plaintiffs rightly acknowledged at oral argument, the process of setting LIBOR was never intended to be competitive. Tr. 12, 18. Rather, it was a cooperative endeavor wherein otherwise-competing banks agreed to submit estimates of their borrowing costs to the BBA each day to facilitate the BBA’s calculation of an interest rate index. Thus, even if we were to credit plaintiffs’ allegations that defendants subverted this cooperative process by conspiring to submit artificial estimates instead of estimates made in good faith, it would not follow that plaintiffs have suffered antitrust injury. Plaintiffs’ injury would have resulted from defendants’ misrepresentation, not from harm to competition. b. Plaintiffs Do Not Allege a Restraint on Competition in the Market for LIBOR-Based Financial Instruments It is of no avail to plaintiffs that defendants were competitors outside the BBA. Tr. 29-30. Although there might have been antitrust injury if defendants had restrained competition in the market for LIBOR-based financial instruments or the underlying market for interbank loans, plaintiffs have not alleged any such restraint on competition. First, with regard to the market for LIBOR-based financial instruments, plaintiffs have not alleged that defendants’ alleged fixing of LIBOR caused any harm to competition between sellers of those instruments or between buyers of those instruments. Plaintiffs’ allegation that the prices of LIBOR-based financial instruments “were affected by Defendants’ unlawful behavior,” such that “Plaintiffs paid more or received less than they would have in a market free from Defendants’ collusion,” Antitrust Opp’n 36, might support an allegation of price fixing but does not indicate that plaintiffs’ injury resulted from an anticompetitive aspect of defendants’ conduct. In other words, it is not sufficient that plaintiffs paid higher prices because of defendants’ collusion; that collusion must have been anticompetitive, involving a failure of defendants to compete where they otherwise would have. Yet here, undoubtedly as distinguished from most antitrust scenarios, the alleged collusion occurred in an arena in which defendants never did and never were intended to compete. c. Plaintiffs Do Not Allege a Restraint on Competition in the Interbank Loan Market Second, there was similarly no harm to competition in the interbank loan market. As discussed above, LIBOR is an index intended to convey information about the interest rates prevailing in the London interbank loan market, but it does not necessarily correspond to the interest rate charged for any actual interbank loan. Plaintiffs have not alleged that defendants fixed prices or otherwise restrained competition in the interbank loan market, and likewise, have not alleged that any such restraint, on competition caused them injury. Plaintiffs theory is that defendants competed normally in the interbank loan market and then agreed to lie about the interest rates they were paying in that market when they were called upon to truthfully report their expected borrowing costs to the BBA. This theory is one of misrepresentation, and possibly of fraud, but not of failure to compete. 3. Plaintiffs Could Have Suffered the Harm Alleged Here Under Normal Circumstances The above analysis is confirmed by inquiring, as courts previously have in evaluating antitrust injury, whether plaintiff could have suffered the same harm under normal circumstances of free competition. For example, in Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc., 429 U.S. 477, 97 S.Ct. 690, 50 L.Ed.2d 701 (1977), defendant was a manufacturer of bowling equipment that had purchased financially distressed bowling centers. Plaintiffs, operators of other bowling centers, brought suit against defendant pursuant to. the Clayton Act, arguing, that they had lost future income because the distressed bowling centers purchased by defendant would otherwise have gone bankrupt. The Supreme Court held that these allegations did not establish antitrust injury. Although defendants’ actions might have violated the Sherman Act by bringing “a ‘deep pocket’ parent into a market of ‘pygmies,’ ” plaintiffs did not suffer antitrust injury because their alleged harm bore “no relationship to the size of either the acquiring company or its competitors.” Id. at 487, 97 S.Ct. 690. Plaintiffs “would have suffered the identical ‘loss’ but no compensable injury had the acquired centers instead obtained refinancing or been purchased by ‘shallow pocket’ parents.” Id. Therefore, even if respondents were injured, “it was not ‘by reason of anything forbidden in the antitrust laws’: while respondents’ loss occurred ‘by reason of the unlawful acquisitions, it did not occur ‘by reason of that which made the acquisitions unlawful.” Id. at 488, 97 S.Ct. 690. In ARCO, the Court reaffirmed this approach in the context of price fixing. Defendant in that case was an integrated oil company that marketed gasoline both directly through its own stations and indirectly through dealers' operating under its brand name. Facing competition from independent “discount” gas dealers, such as those operated by plaintiff, defendant allegedly conspired with its dealers to implement a vertical, maximum-price-fixing scheme. ARCO, 495 U.S. at 331-2, 110 S.Ct. 1884. Many independent gas dealers could not compete with- the below-market prices established by this scheme, and consequently went out of business. Despite the harm that defendant’s conspiratorial conduct had caused plaintiff, the Supreme Court held that plaintiff had not suffered antitrust injury. The Court reasoned that a competitor could establish antitrust injury only by demonstrating predatory pricing, that is, pricing below cost in order to drive competitors out of business: When a firm, or even a group of firms adhering to a vertical agreement, lowers prices but maintains them above predatory levels, the business lost by rivals cannot be viewed as an “anticompetitive” consequence of the claimed violation. A firm complaining about the harm it suffers from nonpredatory price competition “is really claiming that it [is] unable to raise prices.” Blair & Harrison, Rethinking Antitrust Injury, 42 Vand. L. Rev. 1539, 1554 (1989). This is not antitrust injury; indeed, “cutting prices in order to increase business often is the very essence of competition.” [Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 594, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986) ]. Id. at 337-38, 110 S.Ct. 1884 (footnote omitted). In other words, cutting prices to a level still above cost is not merely consistent with competition — something that could be expected to occur under normal circumstances — but indeed is often “the very essence of competition” — something to be desired. Because the harm plaintiffs suffered resulted from competitive, healthy conduct, it did not constitute antitrust injury. As with the harm alleged in Brunswick and ARCO, the harm alleged here could have resulted from normal competitive conduct. Specifically, the injury plaintiffs suffered from defendants’ alleged conspiracy to suppress LIBOR is the same as the injury they would have suffered had each defendant decided independently to misrepresent its borrowing costs tu the BBA. Even if such independent misreporting would have been fraudulent, it would not have been anticompetitive, and indeed would have been consistent with normal commercial incentives facing' defendants. Those incentives, of course, are alleged on the face of plaintiffs’ complaints: defendants allegedly had incentive (1) “to portray themselves as economically healthier than they actually were” and (2) “to pay lower interest rates on LIBOR-based financial instruments that Defendants sold to investors.” OTC Compl. ¶ 5. In this respect, the present case contrasts with more traditional antitrust conspiracies, such as a conspiracy among sellers to raise prices. Whereas in such a scenario, the sellers’ supracompetitive prices could exist only where the sellers conspired not to compete, here, each defendant, acting independently, could rationally have submitted false LIBOR quotes to the BBA. The reason why it would have been sustainable for each defendant individually to submit an artificial LIBOR quote is that, as discussed above, the LIBOR submission process is not competitive. A misreporting bank, therefore, would not have been concerned about being forced out of business by competition from other banks. In other words, precisely because the process of setting LIBOR is not competitive, collusion among defendants would not have allowed them to do anything that they could not have done otherwise. This analysis would not change if we were to accept plaintiffs’ argument that defendants could not, absent collusion, have submitted the “clustered” rates that they submitted during the Class Period. The question is not whether defendants could have submitted independently the exact quotes that they in fact submitted, but rather whether they could have caused plaintiffs the same injury had they acted independently. As discussed above, the answer is yes: each defendant could have submitted, independently, a LIBOR quote that was artificially low. Further, whether the quotes would have formed a “cluster” or not is irrelevant: plaintiffs’ injury resulted not from the clustering of LIBOR quotes, but rather from the quotes’ alleged suppression. In short, just as the bowling center operators in Brunswick could have suffered the same injury had' the failing bowling centers remained open for legitimate reasons, and just as the gas dealers in ARGO could have suffered the same injury had defendant’s prices been set through normal competition, the plaintiffs here could have suffered the same injury had each bank decided independently to submit an artificially low LIBOR quote. Moreover, Brunswick and ARCO,.which each held that plaintiffs did not suffer antitrust injury, involved more harm to competition than was present here. In Brunswick, defendant’s conduct brought “a ‘deep pocket’ parent into a market of ‘pygmies,’ ” altering the positions of competitors in the bowling center market in a manner that was potentially harmful to competition. In ARCO, similarly, the prices set by defendants’ conspiracy displaced prices set through free competition and thereby gave defendants’ dealers a competitive advantage over other dealers in the retail gas market. Here, by contrast, there is no allegation of harm to competition. For one, LIBOR was never set through competition, even under normal circumstances. While it is true that the prices of LIBOR-based financial instruments are set through competition, and that a change in LIBOR may have altered the baseline from which market actors competed to set the price of LIBOR-based instruments, competition proceeded unabated and plaintiffs have alleged no sense in which it was displaced. Additionally, there is no allegation that defendants’ conduct changed their position vis-á-vis their competitors. At any given time, there is only one LIBOR, used by all actors throughout the relevant market. Although defendants’ alleged manipulation of the level of LIBOR might have had the distributive effect of transferring wealth between the buyers and sellers of LIBORbased financial instruments, including between defendants and their customers, plaintiffs have not alleged any structural effect wherein defendants improved their position relative to their competitors. Because Brunswick and ARCO each involved more harm to competition than was present here, yet the Supreme Court held in each case that plaintiff had not suffered antitrust injury, it is even clearer here that antitrust injury does not exist. 4. Plaintiffs’ “Proxy” Argument Is Unavailing At oral argument, plaintiffs contended that LIBOR is a proxy for competition in the underlying market for interbank loans, and thus defendants effectively harmed competition by manipulating LIBOR. According to plaintiffs, when defendants reported artificial LIBOR quotes to the BBA, they “snuff[ed] out ... the proxy for competition” by “interdicting the competitive forces that set [defendants’] rates” and otherwise would have affected LIBOR and the price of LIBOR-based instruments. Tr. 24, 27. This argument was advanced in the context of Eurodollar futures contracts, which are based on the underlying market for interbank loans, but it also applies to other LIBOR-based financial instruments. If LIBOR “interdict[ed]” competition that would otherwise have affected the market for Eurodollar futures contracts, it equally interdicted competition that would have affected the market for LIBOR-based financial instruments more broadly. Although there is a sense in which this argument accurately characterizes the facts, the argument does not demonstrate that plaintiffs suffered antitrust injury. It is true that LIBOR is a proxy for the interbank lending market; indeed, it is precisely because LIBOR was thought to accurately represent prevailing interest rates in that market that it was so widely utilized as a benchmark in financial instruments. It is also true that if LIBOR was set at an artificial level, it no longer reflected competition in the market for interbank loans and its value as a proxy for that competition was diminished, even “snuffed out.” However, the fact remains that competition in the interbank lending market and in the market for LIBORbased financial instruments proceeded unimpaired. If LIBOR no longer painted an accurate picture of the interbank lending market, the injury plaintiffs suffered derived from misrepresentation, not from harm to competition. Contrary to plaintiffs’ contention, Tr. 28, their “proxy” argument does not derive support from the line of cases finding an antitrust violation where a defendant manipulated one component of a price, both because those cases do not involve a proxy for competition and because they are distinguishable. Plaintiffs cite Catalano, Inc. v. Target Sales, Inc., 446 U.S. 643, 100 S.Ct. 1925, 64 L.Ed.2d 580 (1980), in which the Supreme Court held that beer wholesalers violated the Sherman Act by conspiring to discontinue a previously common practice of extending short-term interest-free credit to retailers. However, not only did Catalano not involve a proxy for competition, but it also is plainly distinguishable: whereas the beer wholesalers in Catalano had previously competed over the credit terms they offered to retailers, such that the conspiracy to fix credit terms displaced an arena of competition, here there was never competition over LI-BOR — a rate that, at any given time, is necessarily uniform throughout the market — and thus defendants’ alleged conspiracy to fix LIBOR did not displace competition. Plaintiffs also cite In re Yam Processing Patent Validity Litigation, 541 F.2d 1127 (5th Cir.1976), in which the Fifth Circuit considered a scheme whereby a manufacturer of yarn processing machines which also owned the patent in those machines conspired with other manufacturers to split the royalty income the patent holder received equally among all of the manufacturers. The Court held that the scheme violated the antitrust laws because it fixed a portion of the prices that manufacturers received for the machines— prices over which the manufacturers competed. Id. Here, by contrast, the LIBORbased financial instruments that defendants competed to sell had always contained LIBOR, a value uniform throughout the market, and thus defendants’ conduct did not displace competition where it normally would have occurred. Finally, plaintiffs cite Northwestern Fruit Co. v. A. Levy & J. Zentner Co., 665 F.Supp. 869 (E.D.Cal.1986), which considered a claim by cantaloupe purchasers that cantaloupe sellers had conspired to fix the cooling and palletizing charge added to the price of cantaloupe. The Court held that the conspiracy violated the antitrust laws, even if cantaloupe sellers continued to compete on the underlying price, because fixing even a component of price is unlawful. Id. at 872. Our case is plainly distinguishable because the price of LIBORbased financial instruments had always contained a “fixed” component — LIBOR— and thus defendants’ alleged conspiracy, as discussed above, did not displace competition. 5. Plaintiffs’ Remaining Cases Are Distinguishable The other cases plaintiffs put forward as addressing arguably similar facts are also distinguishable because they involve harm to competition which is not present here. To begin, plaintiffs read Allied Tube & Conduit Corp. v. Indian Head, Inc., 486 U.S. 492, 108 S.Ct. 1931, 100 L.Ed.2d 497 (1988), as establishing that “plaintiffs who lost business due -to defendants’ manipulation of a standard-setting process with persuasive influence on marketplace transactions were entitled to Sherman Act relief.” Antitrust Opp’n 37. However, not only did Allied Tube not rule on antitrust injury or liability, addressing instead the single question of whether defendants were immune from antitrust liability under Eastern Railroad Presidents Conference v. Noerr Motor Freight, Inc., 365 U.S. 127, 81 S.Ct. 523, 5 L.Ed.2d 464 (1961); see Allied Tube, 486 U.S. 492, 108 S.Ct. 1931, but to whatever extent it might provide persuasive authority regarding antitrust injury, it is distinguishable. In Allied Tube, a manufacturer of plastic electrical conduit sued a manufacturer of steel conduit that had conspired with other members of a trade association to exclude plastic conduit from the association’s safety standard; which standard was widely incorporated into local government regulations. Allied Tube, 486 U.S. at 495-96, 108 S.Ct. 1931. Like the LIBOR-setting process, the process of forming the safety standard was a cooperative endeavor by otherwise-competing companies under the auspices of a trade association. Critically, however, whereas the conspiracy in Allied Tube gave defendants a competitive advantage over plaintiff by shutting plaintiffs product out of the industry safety standard, here plaintiffs have not alleged that defendants’ suppression of LIBOR gave them an advantage over their competitors. Each of the other decisions plaintiffs cite involving defendants’ failure to provide accurate information also involved a harm to competition beyond what is present here. See F.T.C. v. Indiana Fed’n of Dentists, 476 U.S. 447, 106 S.Ct. 2009, 90 L.Ed.2d 445 (1986) (dentists agreed not to submit x-rays to dental insurance companies, where dentists would otherwise have competed .over their degree of cooperation with insurance companies); Nat’l Soc’y of Profl Eng’rs v. United States, 435 U.S. 679, 98 S.Ct. 1355, 55 L.Ed.2d 637 (1978) (trade association of engineers adopted rule prohibiting the discussion of costs until the client had selected an engineer, thus prohibiting competitive bidding among engineers); Woods Exploration & Producing Co. v. Aluminum Co. of America, 438 F.2d 1286 (5th Cir.1971) (defendant oil producers submitted artificially low sales forecasts to state regulator in order to lower the total production limit in an oil field in which both plaintiffs and defendants operated, where the regulator’s formula for allotting production allowables favored plaintiffs and thus a decrease in the total production limit disproportionately harmed plaintiffs). Similarly, plaintiffs’ “list price” cases are distinguishable. For instance, the Ninth Circuit in Plymouth Dealers’ Ass’n of N. Cal. v. United States, 279 F.2d 128 (9th Cir.1960), considered a conspiracy among Plymouth car dealers to fix the list prices for cars and accessories. The C