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 Spring Fertility, a premier provider of fertility care in the United States backed by Wildcat Capital, in its acquisition of Genesis Fertility Centre, a Vancouver, British Columbia-based fertility clinic
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Representation of Pinnacle Financial Partners(NASDAQ: PNFP) in its $225 Million offering of Series B Non-Cumulative Perpetual Preferred Stock depositary shares
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Representation of CRH Healthcare, LLC, a quality- and patient-focused operator of urgent care centers, in its acquisition of a membership interest in a Maryland joint venture with Calvert Health System that owns and operates urgent care clinics in the Baltimore area
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Representation of i3 Verticals, Inc. (Nasdaq: IIIV), an integrated payment and software solutions provider, in its offering of $138 million aggregate principal amount of 1.00% Exchangeable Senior Notes due 2025, its concurrent amendment to its Amended and Restated Credit Agreement, and its concurrent entrance into exchangeable note hedge and warrant transactions with certain financial institutions. BofA Securities served as the representative of the initial purchasers of the exchangeable notes
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Representation of HCA Healthcare (NYSE: HCA), one of the nation’s leading healthcare providers, in its acquisition of Valify, a healthcare cost management technology platform
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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 Advanced Diagnostic Imaging Partners, a premier provider of radiology services to Middle Tennessee, in its partnership with Radiology Partners, the largest physician-led and physician-owned radiology practice in the United States
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Representation of LucidHealth, a portfolio company of Excellere Partners, in its acquisition of Madison Radiologists
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Representation of Trilliant Health Analytics, a healthcare analytics company, in its recapitalization by Primus Capital. Primus joins existing investors who also participated in the recapitalization, including Providence Ventures, Martin Ventures, Noro-Moseley Partners, and Nashville Capital Network
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Represented of Ryman Hospitality Properties, Inc. (NYSE: RHP) in various refinancing transactions in September and October 2019, which successfully refinanced almost $2 billion in indebtedness
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