Megan A. Odroniec

Partner

Overview

Megan A. Odroniec is a partner and business lawyer with Foley & Lardner LLP. Her practice focuses on representing publicly held companies in connection with initial and follow-on public securities offerings, federal securities law reporting and compliance, corporate governance matters, mergers and acquisitions, joint ventures/strategic alliances, and other corporate business transactions. Ms. Odroniec is a member of the firm’s Transactional & Securities Practice.

Ms. Odroniec regularly advises publicly held companies on all aspects of compliance with the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002, including the requirements relating to proxy statements, annual reports, quarterly reports, and current reports. She also works with companies to prepare their applications for listing on national securities exchanges.

Ms. Odroniec also assists clients in negotiating and drafting corporate organizational documents and business transaction documents, such as stock purchase agreements, asset purchase agreements, merger agreements, strategic alliance agreements, license agreements, and related documents.

Education

Ms. Odroniec graduated from the University of Florida (B.A., with honors, 2000). She obtained her J.D. from the University of Florida, Fredric G. Levin College of Law (magna cum laude, 2003). While in law school, Ms. Odroniec was a member of the Florida Law Review and the Journal of Law and Public Policy.

Representative Matters

Showing of
Handled the acquisition of Accelerated Care Plus (ACP), based in Reno, Nevada. The company is the nation’s leading provider of integrated clinical programs for sub-acute and long-term care rehabilitation providers. Hanger Orthopedic Group, Inc. (NYSE:HGR) announced the closing on December 1, 2010. Hanger paid approximately $155 million in cash, which was funded from cash on hand and the proceeds from the concurrent refinancing of its credit facilities to The ComVest Group and the employee-stockholders of ACP. This transaction included an escrow of cash, employment and noncompetition agreements, and complex issues related to the vesting of stock option awards.
Represented Homeowners Choice, Inc., a Florida property and casualty insurance company, in the initial public offering (IPO) of its common stock and warrants.
Counseled United Insurance Holdings LC in its merger with FMG Acquisition Corporation, a special purpose acquisition company (SPAC). The merger consideration consisted of $25 million in cash and 8.75 million shares in FMG Acquisition. The transaction also included an earnout provision of up to $5 million in cash in the event net income exceeded $25 million in 12 months or in the 2009 calendar year. Because of the nature of United’s business, several representations and warranties concerning compliance with insurance laws and regulations were included in the merger agreement. United Insurance Holdings Corp. became a publicly traded company as a result of the acquisition.