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 Lawyers Association (AHLA)
Representative Experience
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Representation of Tennessee Community Bank Holdings, Inc., the parent company for Community Bank & Trust located in Ashland City, Tennessee, in its definitive agreement to sell to Reliant Bancorp, Inc. (Nasdaq: RBNC) for $37 million in an approximately 50% stock and 50% cash transaction.
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Representation of MyHealthDirect, a digital care coordination platform, in its sale to Experian Health
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We represented Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) in its investment in Denver-based Punch Bowl Social, an award-wining experiential food and beverage concept.
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Represented SERVPRO in its recapitalization transaction, in partnership with Blackstone, one of the world’s leading investment firms
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Represented Tivity Health, Inc. in its acquisition of Nutrisystem, Inc.
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Represented Genesco in its sale of Lids its hat-focused division
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Represented American Physician Partners in its acquisition of Texas-based Emergigroup Physician Associates
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Represented PhyMed Healthcare Group in its Partnership with Grand Canyon Anesthesia
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Represented Gen Cap America in its sale of portfolio company CPS Distributors, Inc.
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Represented Wholesale, LLC and Wholesale Express, LLC in its sale to RumbleOn, Inc (Nasdaq: RMBL) for $16 million in cash and 1,317,329 in shares of RumbleOn Series B Preferred Stock
Past Events
Media Mentions & Firm News
Accolades
The Best Lawyers in America© — Tax Law (2008-2020)
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