New York, September 15, 2006  — Shearman & Sterling represented Oneida Ltd. and certain of its subsidiaries in their Chapter 11 cases.  Oneida, a long-time client of the firm, is one of the world's largest sourcing and distribution companies for consumer and foodservice stainless steel and silverplated flatware, as well as the largest supplier in North America of dinnerware to the foodservice industry. 

Oneida emerged from Chapter 11 on September 15 after its "prenegotiated" Chapter 11 plan of reorganization was approved by the United States Bankruptcy Court for the Southern District of New York.  Pursuant to the plan, Oneida emerged as a private company owned by its Tranche B lenders, and its outstanding debtor-in-possession financing and Tranche A loan were refinanced in full with proceeds from a $170 million exit facility. 

The plan had been vigorously contested by an official committee of equity security holders.  The equity committee argued principally that the plan purposefully undervalued the company, inappropriately favoring secured and unsecured creditors and depriving equity holders of a distribution, and also that the plan had been proposed in bad faith.  The Bankruptcy Court's decision, which followed a six-day trial in July featuring testimony from Oneida's senior management and four valuation experts, rejected those claims.  In addition to finding the company's valuation expert and other witnesses credible and persuasive, Judge Allan L. Gropper concluded that despite "a thorough (and very expensive)" effort by a "well-represented Equity Committee," which "ran up hundreds of thousands (perhaps millions) of dollars in legal and consultants' fees" in its attack on the plan, Oneida "amply met [its] burden of establishing that the [p]lan had been proposed in good faith" and that  "there is no value for the equity."

Attorneys included partners Abigail Arms (WA-CM), Roger Baneman (NY-TX), Douglas Bartner (NY-BR), John Cannon (NY-ECEB), Danielle Carbone (NY-CM), Constance Fratianni (NY-FG) and William Roll (NY-LT), counsel Lynette Kelly (NY-BR) and John Morrison (NY-ECEB), associates Abigail Deering (NY-BR), Simon Dunbar (SI-IA), Susan Fennessey (NY-BR), Yuichi Haraguchi (NY-BR), Bryan Kaplan (NY-BR), Maxwell Morgan (NY-LT), Henry Nguyen (NY-BR), Solomon Noh (NY-BR), Panayiotis Psiachos (NY-TX), Cherie Schaible (NY-BR) and Ned Schodek (NY-BR), specialist Marian Luketic (NY-BR) and legal assistant Nicholas Pullen (NY-BR).