Davies

Jessica Bullock

Jessica Bullock is a partner in the Pension & Benefits, Labour & Employment, Mergers & Acquisitions and  Capital Markets practices. Jessica advises clients on pension, executive compensation, benefits and employment aspects of corporate mergers and acquisitions, joint ventures and other private and public business combinations. Jessica acts for employers and pension plan trustees on complex issues relating to pension plan investment and administration. She works with private and public companies to address sensitive employment issues in the deal and non-deal context, and has designed and implemented executive compensation arrangements for public and private companies and real estate investment trusts. Jessica frequently advises on tax rules, securities laws and corporate governance standards relating to executive compensation. She provides guidance to public sector pension plans on structuring of private investment funds and regulatory compliance for investments in alternative asset classes.

Jessica routinely advocates client interests before regulators, including the Canada Revenue Agency, the Financial Services Commission of Ontario and the Office of the Superintendent of Financial Institutions. She works with employers (including Board Compensation Committees) in entering and exiting CEO and other senior-level employment relationships. Jessica frequently advises companies on cross-border issues relating to pension, executive compensation, benefits and employment matters. She possesses extensive experience advising boards, purchasers, secured creditors, unsecured creditors, private and court-appointed receivers, interim receivers, monitors and trustees on pension issues that arise in the context of lending arrangements and commercial insolvencies.

Representative Work

  • Acting for the Special Committee of the board of directors of TIO Networks Corp., in connection with its $304-million acquisition by PayPal Holdings, Inc. TIO is a North American cloud-based multi-channel bill payment processing and receivables management company.

  • Acting as Canadian counsel to HP Inc., a world leader in printing, in connection with its US$1.05-billion acquisition of the printer business from Samsung Electronics Co., Ltd.

  • Acted for Vista Equity Partners portfolio companies in connection with (i) an acquisition by Aptean, a leading provider of enterprise software solutions and a Vista Equity portfolio company, of the Government & Enterprise Management Solutions Division from StarDyne Technologies Inc.; and (ii) an acquisition by PowerSchool Group LLC, the leading education technology platform for K-12 and another Vista Equity portfolio company, of the SRB Education Solutions Division of StarDyne Technologies Inc.

  • Acted for PPG Industries in connection with its agreement to sell the assets of its flat glass manufacturing and glass coating operations to Vitro S.A.B. de C.V., a leading producer of flat glass and specialty products, for approximately US$750 million in gross cash proceeds.

  • Acted for Amcor Rigid Plastics USA, Inc. in connection with its US$280-million acquisition of the North American rigid plastics blow molding operations of Sonoco Products Company, a global packaging company based in the United States.

  • Acted as Canadian counsel to Panolam Industries International, Inc., a portfolio company of funds managed by affiliates of Apollo Global Management, LLC, in connection with its acquisition by Insight Equity Management Company LLC, a leading middle market private equity firm.

  • Acted as Canadian counsel to Unique Fabricating, Inc. in connection with its $27.5-million acquisition of all of the assets of Intasco Corporation and all of the outstanding capital stock of Intasco-USA Inc., Intasco's U.S. affiliate, and in connection with a related US$62-million senior credit facility.

  • Acted for the Management Shareholders of Give and Go Prepared Foods Corp., a market leader in the North American bakery industry, in connection with its sale by OMERS Private Equity and Management Shareholders to Thomas H. Lee Partners, L.P.

  • Acted for Alimentation Couche-Tard Inc., the leader in the Canadian convenience store industry, in connection with its $1.68-billion acquisition of 279 Esso-branded fuel and convenience sites; 229 of these sites are located in Ontario and 50 are located in Québec. The acquisition also includes land banks and dealer-operated sites, as well as a long-term supply agreement with Imperial Oil.

  • Acted for McKesson Corporation, a leading international healthcare services and information technology company, in connection with its $3-billion acquisition of Rexall and Rexall Pharma Plus, which operate approximately 470 pharmacies in Canada, from Katz Group, one of Canada's largest privately owned enterprises.

  • Acted for Royal Greenland Seafood A/S in connection with its investment in Canadian seafood producer Quin-Sea Fisheries Limited.

  • Acted for Ironbridge Equity Partners in its acquisition of Advance Engineered Products Ltd.'s tank production and services business under a sale proceeding conducted pursuant to the Companies' Creditors Arrangement Act. The assets purchased also include the mobile vacuum systems business carried on under the Westech Vac Systems name and the metal fabrication and machining business carried on under the Dumur Industries name.

  • Acted as Canadian counsel to First Quality Enterprises, Inc., and its affiliates in connection with the acquisition of Fempro I Inc. and related companies.

  • Acted as Canadian counsel to The MANN+HUMMEL Group of Ludwigsburg, Germany, in connection with its acquisition of the global filtration operations (excluding the South American operations) of Affinia Group for a purchase price of approximately US$1.335 billion (US$513 million for the equity and the assumption of US$822 million of debt).

  • Acted for Fortis Inc. in connection with its sale to Energy Ottawa Inc. of 10 run-of-river hydroelectric facilities located in Ontario and New York State representing 31 megawatts of installed operating capacity.

  • Acted for Ironbridge Equity Partners in connection with its investment in Alliance Corporation, a distributor and manufacturer of products and solutions for North American wireless, broadband, broadcast and wireline networks.

  • Acted for Birch Hill Equity Partners and Sleep Country Canada in connection with the $300-million initial public offering of common shares of Sleep Country Canada Holdings Inc. and in connection with a new $175-million senior secured credit facility. The proceeds of the initial public offering were used to acquire Sleep Country Canada Inc.

  • Acted for AirBoss of America Corp. in connection with its acquisition of Immediate Response Technologies, LLC, a privately owned U.S. company that is a leading provider of personal protection and safety products, for an initial purchase price of approximately US$37 million with additional contingent payments of up to approximately US$25 million.

  • Acted for the Bentall Kennedy Group, a premier real estate investment management firm operating in Canada and the United States, in its acquisition by Sun Life Financial Inc. for a purchase price of $560 million.

  • Acted for Zoom Media Group Inc. in the sale of its non-fitness indoor advertising business (consisting of campus, fashion, business, medical and golf networks) to Newad Media Inc. and in the acquisition of Newad Media Inc.'s fitness indoor advertising business.

  • Acted for Mitchell Goldhar, SmartCentres and Walmart in connection with the sale of the SmartCentres platform to Calloway REIT for $1.16 billion.

  • Acted for Birch Hill Equity Partners in connection with its investment in Sigma Systems, a Toronto-based communications software company.

  • Acted for Fortis Inc. (Fortis) and Fortis Properties Corporation (FPC) in connection with the sale by FPC of its commercial real estate portfolio to Slate Office REIT for $430 million.  The portfolio comprises 2.8 million square feet of leasable space located in Newfoundland, New Brunswick and Nova Scotia and includes the Delta Brunswick hotel in Saint John.  Davies also acted for Fortis in connection with its related $35 million investment in trust units of Slate Office REIT.

  • Acted as Canadian counsel to Square, Inc. and Square Canada Inc. in the acquisition of assets of Kili Technologies, a Canadian developer of silicon, electronics and software that simplify and optimize payment processing.

  • Acted for Central National-Gottesman Inc., a global distributor of pulp, paper and forestry products, and its subsidiary Spicers Canada ULC in connection with the acquisition of the assets and business of Spicers Canada Limited, a distributor of fine paper, sign and display media, industrial packaging and graphic arts supplies, headquartered in Vaughan, Ontario and with locations across Canada, and the related financing with Bank of America, N.A. (Canada branch), as agent.

  • Acted as Canadian counsel for the initial purchasers, Deutsche Bank Securities Inc., RBC Capital Markets, LLC, CIBC World Markets Corp. and Imperial Capital, LLC, in a US$375-million private placement of senior secured notes due 2019 issued by Tembec Industries Inc., a wholly-owned subsidiary of Tembec Inc.

  • Acted for Fortress Investment Group, LLC and Holiday Retirement in connection with the sale of 29 Canadian senior living communities to Ventas, Inc.

  • Acted for Burger King Worldwide, Inc. in connection with its acquisition of Tim Hortons Inc. for approximately US$12.5 billion, the related financing, which involved a US$3-billion preferred equity investment from Berkshire Hathaway Inc., a secured US$7.25-billion credit facility and a private placement of US$2.25 billion of second lien secured notes, and an associated tender offer for Tim Hortons' outstanding US$1.2 billion of debt securities. This transaction resulted in the creation of Restaurant Brands International, a new global company headquartered in Canada, and the third-largest quick service restaurant in the world with approximately US$23 billion in system sales and over 18,000 restaurants in 100 countries. The transaction was recognized as Global M&A Deal of the Year: Canada by The American Lawyer's 2015 Global Legal Awards.

  • Acted as Canadian counsel to global investment firm Marlin Equity Partners in connection with its acquisition of the Arcserve division from CA Technologies. Arcserve is a leading global provider of data protection software solutions with offices in 30 countries.

  • Acted as Canadian counsel for TransMontaigne Inc., a US oil pipeline and terminal company, in connection with the sale of Canterm Canadian Terminals Inc., a company with two distribution terminals for the storage and handling of refined products in Montréal and Québec City, to Royal Vopak, the world's largest independent liquid bulk tank storage service by capacity.

  • Acted for Diversified Global Asset Management Corporation, a global manager of hedge funds with more than $6.7 billion in managed and advised assets, in its acquisition by The Carlyle Group. 

  • Acted for Bureau Veritas SA in connection with its $650-million acquisition of Maxxam Analytics International Corporation.

  • Acted for New Look Vision Group Inc. in connection with its acquisition of all the assets and business of Vogue Optical Inc. New Look financed the acquisition through new credit facilities and the private placement of subscription receipts.

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Recognition

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  • Named one of the 2015 Lexpert Rising Stars: Leading Lawyers Under 40.
  • Recognized in The Best Lawyers in Canada as a leading practitioner in Employee Benefits Law.
  • Winner of the 2011 Lexpert Zenith Award for Innovative Student Program-Non-Law-Student Innovation
  • Winner of the Tony Thurman Award for best international pension paper published between 2007 and 2009 ("Plan Sponsors and Service Providers — Allocating Risks and Responsibilities")

Professional Affiliations

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Executive of the Canadian Bar Association Pensions and Benefits Section

Ontario Regional Counsel, Association of Canadian Pension Management

Teleconference Committee, International Pension and Employee Benefits Lawyers Association

Pension Advisory Committee (Registered Plan Directorate of the Canada Revenue Agency)

Ontario Bar Association – Pensions & Benefits Law Section and Labour & Employment Law Section

Board Memberships

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Community Involvement

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Teaching Engagements

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Jessica is a co-lecturer in the Pension Law class at the University of Toronto Faculty of Law. Jessica also teaches the Corporation Transactions section of the Osgoode Pension Certificate Program.

Speaking Engagements

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Jessica speaks at legal and other conferences in relation to pensions and benefits and employment-related topics, including:

  • “Pension (& Benefits?) Aspects of Cross-Border M&A" International Pension and Employee Benefits Lawyers Association, IACA, PBSS, and IAAHS Joint Conference, St. John's, June 28, 2016
  • “Defined Benefit Plans: Why are we moving away from them? What are we leaving behind?” Pensions Conference, Toronto, December 1, 2015 (co-presented with Malcolm Hamilton, Senior Fellow, C.D. Howe Institute; Jim Keohane, President and CEO, Healthcare of Ontario Pension Plan; and Jeff Richardson, Staff Representative, United Steelworkers)
  • “Meeting Your Fiduciary Duties” post-conference master class at the Canadian Workplace Pensions Forum, Toronto, ON September 30, 2015
  • "Pension Pitfalls in Cross Border M&A" and "Changing World of Deferred Compensation", 15th International IPEBLA Conference, Brussels, Belgium, May 17 to 20, 2015
  • "Pensions in Corporate Transactions and Restructuring Due Diligence" as part of Module 2 of the Osgoode Certificate in Pension Law CLE program, Toronto, ON, April 1, 2015
  • "Compensation Governance: Opportunities and Risks for Directors", 18th Executive Compensation Course, Toronto, ON, March 25, 2015
  • "The Compensation Committee and The Board's Role in Executive Compensation", Board of Directors 6735, Osgoode Hall, Toronto, ON, February 19, 2015
  • "The Impacts of Older Workers on the Workplace and Pension and Benefits Design", Association of Canadian Pension Management, Toronto, December 9, 2014
  • "Pensions in Play: Mergers and Acquisitions Due Diligence", Lancaster House Pensions Pre-Conference Workshop, Toronto, ON, December 1, 2014
  • “Navigating Today’s Turbulent Pension Waters”, Canadian Bar Association National Conference, St. John’s, NFLD, August 17, 2014
  • “Canadian Pension Funding Rules”, Global Pension and Employee Benefits Conference presented by the Canadian Bar Association, American Bar Association and International Pension and Employee Benefits Lawyers Association, Chicago, IL, June 23, 2014
  • “Pension Funding Rules” workshop at the Benefits without Borders: Global Pension and Employee Benefits Lawyers Conference running from June 22 to 24, 2014 in Chicago, IL. Details available here
  • “Due Diligence: Pensions in Corporate Transactions and Restructuring” as part of Module 2 of the Osgoode Certificate in Pension Law CLE program, March 25 to April 30, 2014
  • “Investment Implications of Target Benefit Plans”, Canadian Institute of Actuaries Investment Seminar, November 13, 2013
  • "Security of Pensions in the Post-Indalex World", Canadian Institute of Financial Planners 11th Annual National Conference, May 28, 2013
  • "Pension Crisis: Lessons & Implications for Risk Management", Canadian Institute of Actuaries Annual General Meeting, June 21, 2012
  • "Supplemental Executive Retirement Plans (SERPs)", 7th Taxation of Executive Compensation and Retirement Conference, Federated Press, Toronto, ON, September 2010

Articles and Publications

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Jessica has published numerous papers and articles on pensions, benefits, executive compensation and employment-related topics. She is also a contributing editor of the Pension Planning Journal. Her papers include the following:

  • Bright New Idea for Pensions”, The Lawyers Weekly, November 7, 2014
  • “Target Benefit Plans”, International Pension Lawyer, Volume 81, August 2014
  • “Transfers from a Foreign Plan to an RRSP”, Taxation of Executive Compensation and Retirement journal, Federated Press, Volume XXIV, Number 2 ,October 2013
  • "Pension Reform Timeline", Benefits Canada, February, 2012
  • "Proposed Changes for Individual Pension Plans", Taxation of Executive Compensation and Retirement journal, Federated Press, Volume XXII, Number 8, April 2011
  • "Recent Administrative Positions of the Canada Revenue Agency Regarding Deferred Share Unit Arrangements", Taxation of Executive Compensation and Retirement journal, Federated Press, Volume XX, Number 10, February 2011(referenced in section 6801(d) of the Income Tax Regulations (Canada))
  • "An Overview of the Tax-Free Savings Account", Pension Planning journal, Federated Press, Volume XIV, Number 2, September 2008
  • "Plan Sponsors and Service Providers — Allocating Risks and Responsibilities", International Pension Lawyer journal, Number 64, November 2008
  • "Pension Investment Regulation in Canada", International Pension Lawyer journal, Number 60, December 2007
Jessica Bullock
Jessica Bullock
Partner
Office:
Toronto
Tel:
416.863.5503
Email:
jbullock@dwpv.com
Bar Admissions:

Ontario, 2008

Alberta, 2003

Education:

University of British Columbia, LL.B., 2002

University of Victoria, B.Sc., 1999