Practice Focus

 

José Víctor Torres is a member of González Calvillo´s Corporate Finance Practice Group. Mr. Torres is a seasoned financial lawyer with ample experience in complex cross-border mergers and acquisitions, and founded  the firm’s Finance and Banking practice groups. With well over twenty years of experience, he has been consistently ranked as a foremost practitioner in his fields of expertise by Chambers & Partners, IFLR Expert Guides, Who’s Who and Latin Lawyer. Mr. Torres has been selected as counsel in numerous cross-border transactions, financings and acquisitions during his career. Mr. Torres is a member of the board of directors of several companies.

 

 

Mr. Torres has been designated as head counsel in numerous cross-border transactions, financings and acquisitions and his practice includes public offerings (debt and equity instruments), M&A, telecommunication and large-scale real estate projects, joint ventures and strategic alliances. Mr. Torres has also been sought to advise in multimillion workouts. He has actively participated in numerous transnational financings that involve project sponsorhips, lending, syndicated facilities and financial leases, and has been consulted to render expert opinions required for public offerings in local and foreign capital markets. A substantial portion of the transactions in which Mr. Torres has participated has had an antitrust analysis or filing component due to the underlying amounts or by nature of the relevant markets involved.

 

 

Representative Transactions 

 

 

•  Counsel to IFM Global Infrastructure Fund (as potential acquirer) with OHL Concesiones in the launching of the Public Offer in the Mexican Stock Exchange of up to 100% of OHL México public shares for approximately US$1 billion.

 

 

•  Counsel to Take Two Interactive Software, Inc. (NASDAQ) in the acquisition of all rights of the videogame Kerbal Space Program, ranked #11 on PC Gamer’s “Top 100 PC Games of All-Time”.

 

 

•  Counsel to IFM Investors  (global fund manager) in the Pesos $8,644 millions add-on transaction with OHL México, for an additional acquisition of 24.01% of the equity of Organización de Proyectos de Infraestructura (which owns the Circuito Exterior Mexiquense 110 km toll-road in the State of Mexico).

 

 

•  Counsel to IFM Investors (global fund manager) in the negotiation and execution of a stock purchase agreement to acquire a 25% equity participation in Organización de Proyectos de Infraestructura, S. de R.L. de C.V (OPI), a wholly-owned subsidiary of OHL México, S.A.B. de C.V., one of the main infrastructure operators in Mexico, for approximately US$600 million. The mandate included obtaining regulatory approvals, a corporate and labor restructuring and antitrust clearance. 

 

 

•  Counsel to Mexican information-technology leader KIO Networks in its global 144A-Reg S note issuance for US$500 million with Citigroup, Goldman Sachs, J.P. Morgan and Morgan Stanley, acting as joint book runners and Barclays acting as co-manager, to leverage a portion of its acquisition of technology and telecommunications rival RedIT (MetroNet).

 

 

• Counsel to Mexican information-technology leader KIO Networks, in its acquisition of technology and telecommunications rival RedIT (MetroNet) for approximately US$400 million, including obtaining telecom regulatory approvals and antitrust clearance. 

 

 

• Counsel to the German Government Private Equity Bank DEG - Deutsche Investitions- und Entwicklungsgesellschaft mbH and private equity firm Wamex/Multinational Industrial Fund in their strategic equity investment in major retail operator Bodesa, owner and operator of “La Marina” and “Bodegón” department and retail  stores. 

 

 

• Counsel to J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Nomura Capital Investment Co., Ltd in the US$150,000,000 Secured Revolving Facility and US$1.1 Billion Term Facility to Arysta LifeScience Corporation.

 

 

• Counsel to Metalsa, a global leading supplier of structural chassis for automotive and commercial vehicle markets in North America, in its market debut of USD$300,000,000 144A/REG-S investment-grade offering.

 

 

• Counsel to Credit Suisse and a syndicate of lenders, in the financing of USD$575 million to Kerzner Group, a leading international developer and operator of destination resorts, casinos, and luxury hotels, including among others, the Palm in Dubai, United Arab Emirates, and the One and Only Hotel in los Cabos, Mexico.

 

 

• Counsel to Royal Bank of Canada in a multimillion secured credit financing to Palliser Furniture Upholstery Ltd. collateralized by IMMEX inventory located in Mexico.

 

 

• Counsel to Wells Fargo, as agent, and a syndicate of lenders, in the financing of USD$500 million to Ravago Group, one of the world’s largest plastic derivative raw materials supplier.

 

 

• Counsel to Grupo Name and Modatelas, the preeminent cloth, woven materials and drapery company in Mexico, in the sale of a minority equity participation to Nexxus Capital Private Equity Fund V.

 

 

• Counsel to Bank of America and LBC Credit Partners, as agents, and a syndicate of lenders, in the financing of USD$127.5 million to American & Efird Global.

 

 

• Counsel to Private Equity Firm Wamex and Multinational Industrial Fund II and Fund II CKD in its equity investment in Mediaccess.  

 

 

• Counsel to Private Equity Firm Wamex and Multinational Industrial Fund II and Fund II CKD in its equity investment in City Express Hotels and the subsequent exit divestment through an IPO.

 

 

• Counsel to Citibank and Barclays Capital in relation with a joint venture by INEOS and BASF on their styrenic businesses and assets, including a revolving credit facility and a high-yield bond issuance.

 

 

• Counsel to Pardus Capital Management and a group of other leading private equity investors, in the corporate reorganization and spin-off of a certain business of Delphi in México, arising from the approximately US$2.55 billion worldwide Chapter 11 reorganization of Delphi Corporation.

 

 

External counsel to PEMEX in the issuance of over US$4 billion in public debt instruments.

 

 

• External securities counsel to Nissan-Renault Finance Mexico in the issuance and placement of over US$1.5 billion in certificados bursátiles. Counsel and the launching and renewal of its US$1 billion debt securities program and the various takedowns under such program.

 

 

• Counsel to Qualcomm Incorporated in the implementation of a US$1.4 billion Senior Secured Vendor Financing Facility to Pegaso Telecomunicaciones (currently Telefónica Movistar).

 

 

• Counsel to GICSA, one of Mexico`s foremost real estate developer, in a US$1.2 billion financing provided by General Electric Real Estate Mexico.

 

 

• Counsel to Macquarie Capital in its business establishment process in Mexico.

 

 

• Counsel to Apollo Investment Corporation in connection with a US$86 million senior secured note purchase financing to Varel International Industries.

 

 

• Counsel to GICSA in a US$180 million secured construction and term loan facility granted by Metlife for the purchase of HSBC`s Mexican office and retail portfolio.

 

 

• Counsel to Votorantim Metais in its participation of a private offer of a major steel industrial plant in Mexico for an amount of approximately US$990 million.

 

 

• Counsel to Wells Fargo Capital Finance LLC, and other financial institutions, in the US$500 million syndicated credit agreement and collateral package granted to Ravago Holdings America, Inc., and its Canadian and Mexican subsidiaries.

 

 

 

Education and Experience

 

Mr. Torres holds a Master of Laws degree from the University of Texas at Austin and obtained a J.D. degree from the Universidad Iberoamericana in 1993. He was also an associate with Dewey & Leboeuf LLP (formerly Dewey Ballantine LLP) from 1997 to 1999. Mr. Torres was selected by Time Warner`s business weekly Expansión as one of the five top newcomer Mexico`s business lawyers, as based upon research performed by Chambers & Partners.

 

 

Professional Associations

 

• Ilustre y Nacional Colegio de Abogados - Member

 

• Instituto Mexicano de la Mediación – Member and Secretary.