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
-
Pharos Capital’s Charter Health Care Group Acquires Physmed Home Health Care and Serene Care HospiceRead More
Representation of Pharos Capital’s post-acute care provider platform, Charter Health Care Group, in its acquisition of sister companies Physmed Home Health Care and Serene Care Hospice. Physmed Home Health specializes in geriatric care, delivering traditional home health nursing and therapy services, as well as social work and dietician services. Serene Care Hospice provides in-home end-of-life care with services including nursing care, spiritual care and bereavement support. Terms of the transaction were not disclosed.
-
Read More
We represented Dean Solon, the founder of Shoals Technologies Group, Inc. (backed by Oaktree Capital), a leading solar-power components maker, in connection with Shoals’ initial public offering (IPO) of 88.5 million shares of Class A common stock for a total net proceeds of more than $2.2 billion. The shares began trading on the Nasdaq Global Market under the symbol “SHLS” on January 27, 2021. Bass Berry & Sims has represented Shoals since the 2016 recapitalization transaction with Oaktree Capital.
-
Read More
We represented Tivity Health, Inc. (NASDAQ: TVTY), a fitness and social engagement solutions provider, in the divestiture of its nutrition business, Nutrisystem® and South Beach Diet®, to Kainos Capital, a leading food and consumer-focused private equity firm, for $575 million in cash.
-
Read More
Representation of HCA Healthcare (NYSE: HCA), one of the nation’s leading healthcare providers, in a joint venture business with A Plus International Inc., a global manufacturer of healthcare products, to expand access to personal protective equipment (PPE) by manufacturing surgical and procedure masks in the United States. Terms of the transaction were not disclosed.
-
Read More
Representation of Mainsail Partners, a San Francisco-based growth equity firm focused on software companies, in its recapitalization of JobNimbus, a leading home services CRM and job management system.
-
Read More
Representation of Family Care Center, a provider of outpatient psychiatry services to the U.S. Armed Forces, veterans, and the surrounding communities, in its sale to Revelstoke Capital Partners, a Denver-based private equity firm
-
Read More
Representation of Altamont Capital’s portfolio company, Sequel Youth & Family Services, in its acquisition of North Shore Pediatric Therapy, a Chicago-based pediatric therapy provider that specializes in pediatric occupational therapy, speech therapy, physical therapy, Applied Behavior Analysis (ABA), and neuropsychology diagnostics and support. Sequel Youth & Family Services is a Dallas-based provider of behavioral health services
-
Read More
Representation of Triage Consulting Group, a healthcare revenue integrity company in its acquisition by Revint Solutions, a leader in technology-enabled revenue integrity solutions for healthcare providers
-
Read More
We served as lead counsel to Triple Tree Capital Partners, Noro Moseley Partners and SSM Partners in the formation of its holding company, Riva Health Holdings, Inc., a newly formed holding company that facilitated the merger of Revel and NovuHealth.
-
Read More
Representation of LFM Capital, a private equity firm focused on lower middle-market manufacturing and industrial services businesses, in its acquisition of Diamabrush, a manufacturer of advanced abrasive technology utilized in various building, maintenance and construction applications
Publications
Past Events
Media Mentions & Firm News
Accolades
The Best Lawyers in America© — Tax Law (2008-2021)
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