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 HealthTrust Purchasing Group, a leading Group Purchasing Organization (GPO) and supply chain performance company for healthcare, in its acquisition of Expansion, LLC, an exclusive AdvantageTrust partner and technology company that helps alternate care health and human service providers; Purchase Clinic, LLC, an online contract marketplace that helps you save on your medical/surgical and non-medical supplies; and Plus MSO, LLC, a Third Party Administrator services, offerings claims management, managed care, and risk control solution. Terms of the transaction were not disclosed.
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Representation of ShopSabre Holding Company, a LFM Capital portfolio company, in its acquisition of Langmuir Systems, a manufacturer of computer numerical controlled cutting machines and accessories. Terms of the transaction were not disclosed.
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Representation of Integrated Polymer Solutions, Inc. (“IPS”), a portfolio company of Arcline Investment Management and a leading designer and manufacturer of engineered elastomeric components across the commercial aerospace, defense, medical, semiconductor, and other specialty industrial markets, in its acquisition of AkroFire, LLC, which designs and manufactures highly-engineered, elastomeric, fire seal solutions and cargo bay repairs for the business jet, commercial aerospace, and defense aerospace markets. Terms of the transaction were not disclosed.
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Representation of OMNIA Partners, a purchasing organization for public and private sector procurement, in its acquisition of NCPA, a group purchasing organization in the governmental procurement space. Terms of the transaction were not disclosed.
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Representation of Hyperion Solutions, a portfolio company of Arcline Investment Management L.P., in its acquisition of Capital Electric Motor, LLC, a full service glass and mirror company. Terms of the transaction were not disclosed.
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Sale of large custom and specialty utility trailer lines of business.
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Recapitalization of one of the fastest growing parking management services providers in the country.
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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.
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