Vladimir Nicenko

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8273
F 212 728 9273
vnicenkowillkie.com

Vladimir Nicenko is a partner in the Corporate and Financial Services Department focusing on transactions in the insurance industry. He advises insurance and reinsurance companies, investment banks and other insurance industry participants on longevity and pension risk transfers, capital markets transactions and all aspects of structured finance solutions for the insurance industry, including insurance-linked securities, embedded value and excess reserve financing transactions, and contingent capital facilities.  

Chambers USA ranks Vlad among the leading individuals practicing in the Insurance: Transactional and Regulatory category in New York. According to Chambers, he is “an excellent lawyer held in high regard by his clients” (2014) who consider him “brilliant and hard-working” while “peers also praise his impressive handling of complicated transactions” (2013). Clients describe him as "highly professional, exceedingly knowledgeable and highly creative" (2011), and say that he is "really expert in the field, very responsive and extremely helpful" (2016).

Vlad serves on the Board of Directors of Metropolis Ensemble, a Grammy Award-nominated professional chamber orchestra dedicated to emerging the next generation of performers and composers. 

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Highlights

Vladimir Nicenko is a partner in the Corporate and Financial Services Department focusing on transactions in the insurance industry. He advises insurance and reinsurance companies, investment banks and other insurance industry participants on longevity and pension risk transfers, capital markets transactions and all aspects of structured finance solutions for the insurance industry, including insurance-linked securities, embedded value and excess reserve financing transactions, and contingent capital facilities.  

Selected Significant Matters

Vlad has advised insurers and reinsurers on some of the most innovative and prominent transactions in the market, including:  

  • Prudential Financial in a $27.7 billion longevity risk transfer transaction with British Telecom, the largest longevity transaction on record
  • Sun Life Financial in a C$5 billion longevity insurance transaction with Bell Canada, the first-ever North American longevity risk transfer
  • MetLife, Inc. in a $3 billion public offering of common stock, and the concurrent offerings by American International Group, Inc. of $3.4 billion of MetLife’s common stock and $3.3 billion of the company’s common equity units
  • Prudential in the sale of a buy-out group annuity contract to the Verizon Management Pension Plan covering approximately $7.5 billion of the Plan’s pension liabilities to approximately 41,000 Plan beneficiaries
  • The Allstate Corporation in $5.3 billion waterfall tenders and offerings of perpetual preferred stock, depositary shares, hybrid securities and senior notes
  • Genworth Financial in the structuring and execution of the first-ever $300 million securitization of Regulation XXX reserves through River Lake Insurance Company I
  • Prudential in the structuring and execution of an interposed longevity risk transfer structure with Deutsche Bank covering over $750 million of pension liabilities of the Rolls-Royce Pension Fund
  • SCOR SE in its first-ever $180 million offering of extreme mortality bonds
  • MetLife, Inc. in the first-ever $750 million offering of X-SURPS (exchangeable surplus securities)
  • Reinsurance Group of America, Inc. in its $850 million securitization of XXX reserves through Timberlake Financial L.L.C.

In addition, Vlad has advised on the following transactions:

Longevity and Pension Risk Transfers

  • Prudential in longevity transactions with Legal & General plc covering more than $5 billion of pension liabilities of certain U.K. defined benefit plans
  • Prudential in the issuance and sale of a $3 billion buy-out contract to a Motorola Solutions retirement plan covering approximately 30,000 Motorola retirees
  • Prudential in longevity transactions with Pension Insurance Corporation covering more than $3 billion of pension liabilities
  • Prudential in the sale of a buy-out group annuity contract to Kimberly-Clark Corporation structured to reduce Kimberly-Clark’s pension liabilities by more than $1 billion
  • Prudential in the sale of a group annuity contract to Philips Electronics North America Corporation as part of a transaction structured to reduce Philips’ pension obligations by approximately $1.1 billion
  • Prudential in longevity risk transfer transactions with Rothesay Life Limited covering more than $3 billion pension liabilities of certain U.K. defined benefit plans, including British Airways
  • Prudential in a $1.4 billion pension risk transfer with Bristol-Myers Squibb Company
  • Prudential in a pension risk transfer transaction with J.C. Penney Company structured to cover between 25% and 35% of J.C. Penney’s pension liabilities
  • Prudential in the sale of a $600 million pension buy-out group annuity contract to The Timken Company

Structured Finance

  • Allstate Life Insurance Company in SEC-registered offerings of $4.8 billion of asset-backed notes
  • Jackson National in private placements of senior secured notes totaling more than $5.1 billion
  • Sun Life Financial in a $750 million “reverse hybrid” transaction
  • AXIS Specialty Limited and its affiliates in a $200 million aggregate principal amount of principal-at-risk notes through Northshore Re Limited
  • MetLife and its affiliates in private placements of $1.5 billion of secured notes guaranteed by Farmer Mac
  • The Prudential Insurance Company of America in offerings of more than $7 billion of senior secured notes
  • Swiss Re Capital Markets as the sole book-runner and structuring agent in Argo Group’s $172 million offering of catastrophe bonds through Loma Reinsurance (Bermuda) Ltd.
  • The underwriters in Genworth Life & Annuity’s offerings of $1.7 billion of SEC-registered asset-backed notes
  • Amlin plc in a $75 million offering of catastrophe bonds through Tramline Re II Ltd.
  • The initial purchasers in Assurant Inc’s $185 million offering of principal-at-risk notes through Ibis Re II Ltd.
  • The Initial Purchasers in QBE Insurance Group’s offering of $250 million of catastrophe bonds through VenTerra Re, Ltd.
  • New York Life in private placements of $4.2 billion of senior secured notes
  • MetLife, Inc. and its affiliates in connection with an asset-backed commercial paper program
  • ACA Capital as obligor and financial guarantor in a $100 million offering of floating rate securities through ACA Premium Asset Trust
  • MetLife, Inc. in its $700 million offering of X-SURPS (exchangeable surplus notes)
  • Scottish Re as obligor in a $200 million offering of fixed rate securities through a trust
  • Metropolitan Life Insurance Company in offerings of senior secured notes aggregating more than $14.5 billion
  • ING Security Life in offerings of $2.4 billion of asset-backed notes
  • Mutual of Omaha in connection with the restructuring of a captive reinsurance agreement related to its XXX securitization of non-economic reserves

Restructuring Transactions

  • ACA Capital Holdings in its global settlement and restructuring transactions concerning obligations under $100 million of the Premium Asset Trust Certificates, modification of the related ACA financial guaranty, insurance policy and CDS credit covenant trigger under ISDA’s 2005 monoline supplement
  • A leading Japanese life insurer in connection with a proposed minority rescue investment in a U.S. life insurance company
  • Radian Group as swap counterparty and financial guarantor in connection with a $980 million ABCP program of Ajax Bambino Funding Ltd sponsored and managed by ING Capital and the related hedging instruments and financial guaranty insurance policy
Equity Offerings

  • The Allstate Corporation in its offering of $287.5 million of perpetual preferred stock
  • The underwriters in the $370 million initial public offering of Bristol West, a KKR portfolio company
  • The underwriters in a $166.5 million initial public offering of common stock by Direct General Corporation and selling shareholders and a $130 million follow-on offering by selling shareholders
  • Tower Group in a Section “4(1½)” $225 million private placement of common shares of Canopius Bermuda Holdings Ltd.
  • The underwriters in connection with Radian Group, Inc.’s offerings of $550 million of common stock
  • The underwriters in a public offering in the US and Canada by Fairfax Financial Holdings Limited of approximately $1 billion of subordinate voting shares
  • The underwriters in a $92 million initial public offering of James River Group, Inc.
  • The underwriters in a $295 million offering of common stock of Max Re Capital Ltd.
  • The underwriters in connection with a registered offering by Endurance Specialty Holdings, Ltd. of $230 million of 7.50% Non-Cumulative Preferred Shares
  • The underwriters in a $194 million initial public offering of common stock by American Equity Investment Life Holding Company
  • CastlePoint Insurance Company in a convertible share investment in Cinium Financial Services Corporation
Hybrid Securities
  • The Allstate Corporation in its offering of $1 billion of Basket D junior subordinated debentures
  • MetLife, Inc. in the remarketing of $1 billion of senior notes and settlement of stock purchase contracts under its common equity units
  • The underwriters in the remarketing of $172.5 million of Assured Guaranty Ltd’s senior notes and settlement of 3,450,000 of its Equity Units
  • Liberty Mutual Insurance Company in its $1.25 billion offering of Basket D junior subordinated debentures
  • MetLife, Inc. in its $500 million offering of junior subordinated debentures
  • The Allstate Corporation in its $500 million offering of junior subordinated debentures
  • MetLife, Inc. in its $1.8 billion offering of common equity units
  • MetLife, Inc. in its $1.25 billion offering of junior subordinated debentures
Surplus Notes
  • Nationwide Mutual in a $400 million Rule 144A offering of surplus notes
  • AXIS Specialty Ltd. in connection with its participation in a surplus note facility of Farmers Insurance
  • Pan American Life Insurance Company in a $50 million private placement of surplus notes
  • The underwriters in a Rule 144A offering of $250 million of surplus notes by Ohio National Life Insurance Company
  • Nationwide in a $400 million contingent surplus note facility backed by proceeds from the issuance of CSN pass-through securities through North Front Pass-Through Trust
Debt Instruments
  • MetLife, Inc. in its public offering of $3 billion of senior notes
  • The Allstate Corporation in an SEC-registered offering of $1 billion of senior notes
  • CNO Financial Group, Inc. in its public offering of $275 million of secured high yield notes
  • Telefonica S.A. in a $5.25 billion SEC-registered offering of senior notes in connection with its acquisition of O2 plc
  • The underwriters in connection with Radian Group, Inc.’s offering $450 million of convertible notes
  • Delphi Financial in a private placement of floating rate capital securities
  • The underwriters in a €125 million Rule 144A offering of high yield notes by BROKAT AG and the subsequent A/B exchange offer
  • The underwriters in a Rule 144A and Regulation S offering by Ohio National Financial Services, Inc. of $250 million of senior notes
  • Scottish Re and its affiliates in several private placements of capital securities
  • The underwriters in a $400 million public offering of high yield notes by Conseco Inc. (CNO Financial)
  • Republic Companies Inc. in a private placement of capital securities



*Vlad advised on some of these matters at his prior firm.

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