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 Ring2Media, a leading direct response marketing agency specializing in Medicare enrollment, in its sale to Osceola Capital’s portfolio company Quote.com, which connects high-intent insurance shoppers to the world’s best and most trusted brands. Terms of the transaction were not disclosed.
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Representation of Prairie Capital’s portfolio company Family Allergy & Asthma, an allergy medical practice headquartered in Louisville, KY, in its Physician Practice Management transaction with Asthma and Allergy Associates of Florida, an allergy and asthma medical practice in Flordia. Terms of the transaction were not disclosed.
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Representation of Tivity Health Inc. (Nasdaq: TVTY), a leading provider of healthy life-changing solutions, in its sale to Stone Point Capital, an investment firm based in Greenwich, Connecticut, with over $40 billion of assets under management. Tivity Health stockholders received $32.50 in cash per share, representing a total transaction value of $2.0 billion. Tivity Health’s common stock ceased trading and will no longer be listed on Nasdaq.
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Representation of LFM Capital, a private equity firm focused on lower middle market manufacturing and industrial services businesses, in its acquisition of Novex, Inc., a seasoned manufacturer and distributor of polyurethane belting and sheet product used in high-abrasion applications across a wide variety of industries. Terms of the transaction were not disclosed.
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Representation of Arcline Investment Management’s portfolio company Standard Elevator Systems, which manufactures and provides products and solutions for elevators, escalators and moving walks, in its acquisition of McIntosh Industries, LLC, a company specializing in rebuilding, repair and service of elevator motors and machines. Terms of the transaction were not disclosed.
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Representation of Northlane Capital Partners, a middle market private equity firm, in its acquisition of SAI MedPartners, a leading consultancy providing strategic insights and analytics to the pharmaceutical, biotechnology, and medical device industries. Terms of the transaction were not disclosed.
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Representation of Arcline Investment Management’s portfolio company Fairbanks Morse, which builds, maintains, and services naval power and propulsion systems, in its acquisition of Research Tool & Die, a privately owned manufacturer of marine electrical-systems hardware. Terms of the transaction were not disclosed.
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Representation of Kinderhook Industries, LLC, a private equity firm, in their recapitalization and partnership with Smoky Mountain Urgent Care PC, an urgent care provider, to launch a primary care platform, focusing on rural markets in medically underserved areas. Terms of the transaction were not disclosed.
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Representation of Vektek, a portfolio company of LFM Capital and a market leading designer and manufacturer of hydraulic clamps and related products that are used to secure parts during the metal cutting process associated with CNC machining, in its sale to CNL Strategic Capital, a company that owns private companies. Terms of the transaction were not disclosed.
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Representation of an affiliate of Island Capital Group LLC, a merchant bank with synergistic investing and advisory platforms specializing in real estate and real estate related transactions, in its $10 million financing with Charge Enterprises, Inc. (Nasdaq: CRGE), consisting of a portfolio of global businesses with the vision of connecting people everywhere with communications and electric-vehicle charging (“EV”) infrastructure.
Publications
Past Events
Media Mentions & Firm News
Accolades
The Best Lawyers in America© — Tax Law (2008-2023)
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