Bryan W. Metcalf
For nearly 20 years, Bryan Metcalf has provided federal, state and local tax counsel for public and private companies as well as nonprofit entities. Bryan offers innovative solutions for clients in the healthcare, manufacturing, financial services, food and beverage, real estate, automotive and retail industries.
Bryan’s practice concentrates on corporate, partnership, real estate investment trust and regulated investment company tax planning and analysis and tax-exempt organization formation and compliance. Bryan also advises clients on a broad range of compensation-related issues in both the corporate and partnership context, including the implementation of equity-based and other executive compensation plans and the analysis of golden parachute and other compensation issues which arise in negotiating mergers and other acquisitions or dispositions.
His practice includes:
- Corporate Restructuring – Advising domestic and international clients with regard to the tax implications of mergers, acquisitions, joint ventures and other major transactions as well as spinoffs and other forms of restructuring.
- Private Equity and Real Estate Transactions – Advising private equity and real estate clients with regard to structuring acquisitions and divestitures of portfolio investments as well as fund formation strategies.
- Executive Compensation – Advising public and private clients on the design and administration of equity incentive and other compensation arrangements.
- REIT Representation – Advising public clients in REIT tax compliance matters, public offering opinions and transaction structuring.
Memberships
American Health Law Association (AHLA)
Representative Experience
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Representation of J. Alexander’s Holdings, Inc. (NYSE: JAX), owner and operator of J. Alexander’s Restaurant, Redlands Grill, Stoney River Steakhouse and Grill and selected other restaurants, in its $220 million all cash sale to SPB Hospitality LLC, a leading operator and franchisor of full-service dining restaurants.
Since J. Alexander’s first opened in 1991, Bass, Berry & Sims has served as primary corporate and securities counsel to the company for more than 30 years. Additional details about the transaction can be found in the official news release.
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We represented Helix Sleep, Inc. (Helix) in its sale to Cerberus Capital Management, L.P. (Cerberus), a global leader in alternative investing.
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Representation of Pharos Capital’s post-acute care provider platform, Charter Health Care Group, in its acquisition of Genesis Hospice, a Texas-based hospice care provider. The addition of Genesis and Saints brings the number of Charter locations to 18 and marks the company’s fourth program in Texas.
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Representation of Integrated Polymer Solutions (IPS), an Arcline Investment Management portfolio company and leading manufacturer of custom, highly engineered elastomeric components, in its acquisition of Seal Science, Inc., a designer and manufacturer of engineered elastomeric sealing solutions.
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Representation of Health Enterprise Partners (HEP) – a healthcare and technology focused middle milled-market private equity firm – and Providence Ventures – the Venture capital arm of Providence St. Joseph Health (PSJH) and nation’s third largest health system – in its $15 million Series A funding round of Kno2, a healthcare interoperability technology platform.
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Representation of Mainsail Partners, a San Francisco-based growth equity firm focused on software companies, in its recapitalization of Centerbase, a legal billing and practice management software company.
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Representation of Brookdale Senior Living Inc. (NYSE: BKD) in its definitive agreement to sell 80 percent of Brookdale Health Care Services, the Brentwood-based company’s home health and outpatient therapy division, to HCA Healthcare (NYSE: HCA), one of the nation’s leading healthcare providers, in an all-cash transaction for $400 million
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Representation of Humana Innovation Enterprises Inc. (affiliated with Humana Inc.) in its minority joint venture investment in Summit Medical Group, East Tennessee’s largest primary care organization.
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Representation of LFM Capital’s portfolio company, J&E Precision Tool, in its acquisition of Beranek, LLC, a precision manufacturer of technical components for the aerospace & defense, and space exploration markets
Publications
Past Events
Media Mentions & Firm News
Accolades
The Best Lawyers in America© — Tax Law (2008-2022)
Mid-South Super Lawyers (2009-2010, 2012-2015, 2017-2018)
Chambers USA — Corporate/M&A (2006)
Michigan Law Review — Associate Editor
Tax Law Review — Graduate Editor