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 and a member of the Insurance Industry Sector Group. His practice focuses on capital markets and alternative risk transfer transactions involving US and international insurance and reinsurance companies, with a particular emphasis on new financial products. Vlad has represented issuers, sponsors and underwriters on a wide variety of capital markets transactions, including public offerings and private placements of equity, surplus, debt and hybrid securities. He has extensive experience in all aspects of structured solutions for the insurance industry, including pension risk transfer transactions, embedded value and excess reserve financing transactions, contingent capital facilities, derivative instruments and other alternative risk transfer solutions. Vlad also has extensive experience in advising companies more generally on corporate and securities law issues, including disclosure and reporting obligations under US federal securities laws, as well as corporate governance issues.

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 "will run through walls to get things done” and “will always find the right answer” (2012).

Vlad has participated in the structuring and execution of a wide variety of innovative "first-time" insurance financing structures that employ structured finance techniques to provide capital markets access to nontraditional financing transactions, such as the first ever XXX securitization of excess reserves and GIC-backed note offerings (including Farmer Mac guaranteed notes and US/Canadian reverse hybrid transactions). He also has been working with issuers and underwriters on the development of hybrid capital instruments for the insurance industry, including the first offering of Exchangeable Surplus Trust Securities (X-SURPS) for MetLife, Inc.

+ Continue Reading

Highlights

Vladimir Nicenko is a partner in the Corporate and Financial Services Department and a member of the Insurance Industry Sector Group. His practice focuses on capital markets and alternative risk transfer transactions involving US and international insurance and reinsurance companies, with a particular emphasis on new financial products. Vlad has represented issuers, sponsors and underwriters on a wide variety of capital markets transactions, including public offerings and private placements of equity, surplus, debt and hybrid securities. He has extensive experience in all aspects of structured solutions for the insurance industry, including pension risk transfer transactions, embedded value and excess reserve financing transactions, contingent capital facilities, derivative instruments and other alternative risk transfer solutions. Vlad also has extensive experience in advising companies more generally on corporate and securities law issues, including disclosure and reporting obligations under US federal securities laws, as well as corporate governance issues.

Selected Significant Matters

Vlad has acted as counsel for Prudential, Allstate, MetLife, New York Life, ACA Capital, Amlin, AXIS, CNO Financial, Genworth Financial, Jackson, ING Security Life, Liberty Mutual, Nationwide, Pan American Life, RGA, SCOR, Sun Life and Tower Group. Most recently, he has represented:

  • The Allstate Corporation in $5.3 billion waterfall tenders and offerings of perpetual preferred stock, depositary shares, hybrid securities and senior notes constituting the insurance industry’s largest capital management plan in 2013
  • MetLife, Inc. in its September 2013 remarketing of $1 billion of senior notes and settlement of stock purchase contracts under its 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
  • SCOR SE in its first-ever $180 million offering of extreme mortality bonds
  • Tower Group in a Section “4(1½)” $225 million private placement of common shares of Canopius Bermuda Holdings Ltd.

In addition, Vlad has advised on the following transactions:

Longevity Risk Transfers and ILS

  • Prudential in the structuring and execution of 19 longevity risk transfer transactions covering more than $43 billion of pension obligations of certain U.S. and U.K. defined benefit plans, including Verizon, Rolls Royce and British Airways.
  • Genworth Financial in the structuring and execution of the first-ever $300 million securitization of Regulation XXX reserves through River Lake Insurance Company I.
  • 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.
  • AXIS Specialty Limited and its affiliates in a $200 million aggregate principal amount of principal-at-risk notes through Northshore Re Limited
  • Reinsurance Group of America, Inc. in a $850 million securitization of XXX reserves through Timberlake Financial L.L.C.
  • 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.
Equity Offerings
  • 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
  • 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
  • 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
  • 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
  • MetLife, Inc. (MICC) in its $750 million offering of X-SURPS (exchangeable surplus notes)
  • MetLife, Inc. (MLIC) in its $700 million offering of X-SURPS (exchangeable surplus notes)
  • 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
Structured Finance
  • MetLife, Inc. and its affiliates in connection with an asset-backed commercial paper (ABCP) program
  • Allstate Life Insurance Company in SEC-registered offerings of $4.8 billion of asset-backed notes
  • Sun Life Financial in a $750 million U.S./Canadian “reverse hybrid Rule 144A offering and a subsequent defeasance structuring and unwinding of the transaction.
  • MetLife and its affiliates in $1.5 billion offerings of secured notes guaranteed by Farmer Mac
  • The Prudential Insurance Company of America in offerings of $7.1 billion of senior secured notes
  • The underwriters in Genworth Life & Annuity’s $1.7 billion offerings of SEC-registered asset-backed notes
  • New York Life in $4.2 billion of funding agreement-backed notes
  • Scottish Re as obligor in a $200 million offering of fixed rate securities through a trust
  • ACA Capital as obligor and financial guarantor in a $100 million offering of floating rate securities through ACA Premium Asset Trust
  • Jackson National in offerings of asset-backed notes totaling more than $5.1 billion
  • Metropolitan Life Insurance Company in $14.5 billion offerings of senior secured notes
  • ING Security Life in offerings of $2.4 billion of funding agreement-backed notes
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
  • Mutual of Omaha in connection with the restructuring of a captive reinsurance agreement related to its XXX securitization of non-economic reserves.
*Vladimir advised on some of these matters at his prior firm.

Publications / News / Events

+ View All Publications / News / Events