DEFINING SUCCESS - Wyatt Tarrant & Combs LLP

WYATT TARRANT & COMBS LLP
DEFINING SUCCESS
2011 YEAR IN REVIEW
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2011 YEAR IN REVIEW
LOUISVILLE.KY
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LEXINGTON.KY
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Lexington, KY 40507
859.233.2012
NASHVILLE.TN
2525 West End Avenue
Suite 1500
Nashville, TN 37203
615.244.0020
MEMPHIS.TN
1715 Aaron Brenner Drive
Suite 800
Memphis, TN 38120
901.537.1000
NEW ALBANY.IN
120 West Spring Street
Suite 300
New Albany, IN 47150
812.945.3561
JACKSON.MS
4450 Old Canton Road
Suite 210
Jackson, MS 39211
601.987.5300

FROM THE MANAGING PARTNER
How do you define success?
Bill Hollander - Managing Partner
For all of us at Wyatt, it is what we accomplish for
our clients – the problems we solve, the transactions
we close, the advice we are trusted to give.
When we help our clients achieve their goals, we
are successful.
This publication, our sixth “Year in Review,” spotlights
17 clients we were privileged to represent
in 2011. Our new website collects many of the
client stories we have told in these pages over
the last six years and keeps the focus on our
clients.
We trace our roots to a firm started 200 years
ago, in 1812. A lot has changed since then, but
our commitment to our clients and our delight in
their successes is enduring. We hope you enjoy
these new stories and all of our client profiles at
www.wyattfirm.com.

HYDRATREK
Conceived as the sportsman’s ultimate dream machine, the Hydratrek® amphibious vehicle traverses
land, water, sand, mud, marsh and swamp – and transitions between them with ease.
Following the aftermath of Hurricane Katrina, the Gulf oil spill and massive Mississippi River flooding
in Memphis, this remarkable amphibious vehicle proved to be just short of miraculous for search
and rescue missions and coastal clean-up activities. What’s more, the rubber track system and the
light weight of the Hydratrek® vehicle significantly reduce environmental impact – the vehicle does
not uproot vegetation – making it ideal for pipeline construction, surveying, wildfire suppression and
the like. The Hydratrek® vehicle is also perfectly adapted for utility infrastructure work, oil sands
mining, and other mining-related projects.
Able to trek up and down steep inclines, through heavy mud, woodlands, water and natural disaster
zones, the Tennessee-made Hydratrek® amphibious vehicle is now being used in 17 states,
Australia, Canada, and Saudi Arabia.
Wyatt assists Hydratrek® with obtaining protection for its intellectual property, including securing
multiple patents protecting Hydratrek’s revolutionary vehicle and drive system.

SEMMES-MURPHEY
LEARNING HOUSE
The complex intricacies of the human brain, spinal
cord and nerve network are the expert domain of the
Semmes-Murphey Neurologic & Spine Institute in Memphis,
which marks its centennial anniversary in 2012.
Semmes-Murphey’s well-regarded team of neurosurgeons,
neurologists, neuropsychologists, physiatrists,
anesthesiologists and interventional neuroradiologists
work on illnesses or injuries ranging from migraine headaches
and sleep disorders to spinal cord and traumatic
brain injuries. In August, a Semmes-Murphey team assisted
in the remarkable and successful separation of
infant twins, joined at the pelvis and lower spine, at a
pediatric hospital in Memphis.
Recognized by referring physicians both nationally and
globally, Semmes-Murphey continues to lead in the development
of improved neurological technologies and
procedures, and freely shares its knowledge through
hands-on teaching of medical personnel in Memphis
and around the world.
If your 20-something daughter says she’s been Moodling a lot lately,
be happy. It means she’s been studying and learning college course
material online, from her own computer, at times that suit her.
And it’s possible that her curriculum was developed by The Learning
House, Inc., a Louisville-based company that helps independent colleges
build online “distance learning” programs for their students. With
a content library of more than 250 courses, Learning House works
with schools to develop high caliber online curriculum, manage student
recruiting, enrollment and retention, customize technology for seamless
systems interface, provide faculty training and development, and
deliver 24/7 support to both students and instructors.
With more than 100 partner schools, Learning House is a high-growth
company, earning a spot three years running on Louisville’s Business
First “Fast 50,” and nationally on the Inc. 5000 list for the past two
years.
Wyatt has served as counsel to Learning House for the last four years,
from the initial acquisition and capital raise to the expansion of the business
and the recent sale to Weld North.
Wyatt assists Semmes-Murphey on all of its corporate,
regulatory and contracting matters.

MODERN MARKETING CONCEPTS
Nostalgia sells – especially when wrapped around the latest electronics.
Just ask Modern Marketing Concepts, a Louisville company which manufactures
replica Crosley radios, jukeboxes and turntables with gleaming, handrubbed
mahogany casings and bronze faceplates that conceal high-tech radios,
CD players, iPod docks and USB ports for converting vinyl discs into MP3
files. From the 1932 classic “Cathedral” radio like the one the Waltons gathered
around, to a rockin’ ’50s chrome beauty reminiscent of a vintage Chevy, the
Crosley line has a retro look for every taste, but is equipped with the latest in
sound technology.
Modern Marketing Concepts partners with big box retailers such as Target and
Sears, department stores such as Belk, Bon-Ton and Dillard’s, mail order/specialty
retailers such as Brookstone, Frontgate and Herrington, and numerous
online retailers to bring these unique products to consumers.
Wyatt represents Modern Marketing Concepts in a variety of matters, including
protection of its valuable intellectual property.

LIFEPOINT
Its stated mission is to make communities healthier – and LifePoint Hospitals is
as good as its word.
When the Nashville-based hospital company acquired Clark Regional Medical
Center in Winchester, Kentucky last year, it pledged $60 million to build a stateof-the-art
facility. That pledge is nearly fulfilled. The 132,000-square-foot, 79-bed
facility is slated to open early in 2012, equipped with sophisticated diagnostics,
medical technologies, emergency and obstetrical facilities, operating rooms,
information systems and patient amenities.
Even the environment will be
healthier. The building’s ecological design incorporates an energy-efficient
geothermal heating and cooling system.
Operating 54 hospitals in 18 states, LifePoint is the sole hospital provider in most
of its communities, underscoring its commitment to bring quality healthcare
close to home.
Wyatt served as counsel to Clark Regional Medical Center in its sale to LifePoint
and has represented LifePoint on certificate of need and licensure matters for
many years.

CRACKER BARREL
A haven for home-cooked meals in a fast-food world, Cracker
Barrel Old Country Store® got its start in 1969 in rural Tennessee
as one man’s remedy for the road-weary traveler. Combining
a menu of home-style favorites with the nostalgic appeal of an
old country store, the restaurant struck a resounding chord with
customers hungry for delicious food, genuine hospitality and
honest value.
Four decades later, that first Cracker Barrel has been carefully
replicated over 600 times in 42 states. Customers step from
the fast pace of the present into the sweet comfort of the past,
surrounded by big jars of candy, homemade jams, cast-iron
cookware, toys, figurines and all manner of country-style gifts.
And the food – hand-made mashed potatoes, biscuits and gravy,
meatloaf, chicken n’ dumplings – recalls the family table, where
Mom served up the bounty of the harvest.
Wyatt represents Cracker Barrel by protecting its interests in
areas ranging from intellectual property to commercial business
matters.

BONNIE PLANTS
OWINGS PATTERNS
When Bonnie and Livingston Paulk planted two pounds of cabbage
seed in their Alabama back yard in 1918, they hoped for a
little extra income to help survive the winter.
It was fertile ground. Today, Bonnie Plants is the nation’s largest
grower of vegetable starter plants, raising hundreds of varieties at
70 facilities in 40 states. Part of the Alabama Farmers Cooperative,
Bonnie Plants grows all its vegetables, herbs and flowers in biodegradable
pots made from recycled paper and peat moss, and
distributes them nationwide through retailers such as Home Depot,
Lowes and Kmart.
Bonnie Plants donates the bounty raised in its test beds, and last
year shared nearly seven tons of fresh produce with its neighbor
communities. It also distributes more than a million free cabbage
plants to third-grade classrooms each year, inspiring a love of gardening
in the youngsters who grow jumbo-sized cabbages.
Wyatt assisted Bonnie Plants in protecting its financial interests in growing
operations in Kentucky with a precedent-setting victory in court.
From pulleys and packaging to dashboards and drills, all manufactured items
are made from patterns. But who makes the patterns in the first place?
Companies like Owings Patterns, Inc., which crafts wood, metal and plastic
patterns for the foundry industry. Recently relocated to spacious new quarters
in Sellersburg, Indiana, the company’s engineers and skilled craftsmen
create patterns and prototypes for all manner of intricate, manufactured
parts. The company also produces thermo-formed plastic parts and packaging
tooling.
The burgeoning business needed room to grow, so in December Owings
Patterns moved into its new, expanded facility, investing some $2 million in
the process and has committed to hiring 20 new employees, a move which
will bring even more jobs to Sellersburg.
Wyatt has served Owings Patterns in a broad range of corporate matters,
from real estate to labor law, as well as helping with estate planning and succession
planning for the owners who can carry this innovative company into
the next generation.

EARTHWELL
Boost energy and cut costs at the same time? That’s a true power play – one that
Earthwell Energy Management runs again and again.
The Louisville-based energy services company works with public and private enterprises
to create high-performing, energy-efficient buildings that are more comfortable to
work in and cost less to operate. In one project alone – the 27-story Capital Plaza state
office building in Frankfort – Earthwell’s work resulted in annual savings of $164,000.
Lighting retrofits, solar electric and water heating, back-up generators, water conservation,
systems upgrades – whatever the task, Earthwell designs, purchases, installs,
services and guarantees it all. In fact, if a completed job doesn’t deliver the estimated
savings, Earthwell pays the difference.
Wyatt attorneys have helped Earthwell with regulatory and corporate matters, including
working with local officials to eliminate zoning barriers to on-site energy generation and
setting up innovative transactions to allow for public-private energy partnerships.

SHELMAR RETAIL PARTNERS
Metal stud platform pumps. Jordan 3 RETRO ‘Black
Cement’ sneakers. Brim caps, insignia jackets, shoes
for every sneakerhead, and the kind of clothes that Diddy,
Ludacris and Mos Def wear – all that and more is to
be found at City Gear.
The hip, totally urban clothing store is owned by Shelmar
Retail Partners, LLC., a Memphis, Tennessee-based
company that is growing by leaps and bounds. During
the last year, it opened five new stores for a total of 65
locations, with five additional stores slated to open in
January. The stores, some operating as Marty’s, are
located in 10 Southeastern states.
The company enhances its brand by sponsoring hiphop
concerts, and draws crowds with ‘meet and greet’
appearances by rapper greats and pro athletes.
Wyatt represented Shelmar in recapitalizing its business
with approximately $21 million in debt and equity, including
venture capital, to help facilitate further expansion
of the business.

ADVANCE FINANCIAL
Life’s emergencies don’t always happen during banker’s hours.
That’s why Advance Financial opens early and closes late, seven
days a week. In fact, many of its two dozen money centers are
open 24/7 – all for the convenience of customers who may find
themselves short of cash or needing to wire emergency funds to
a family member.
Begun 15 years ago in Franklin, Tennessee, this family owned and
operated company offers a true one-stop shop of money solutions:
Cash advances, title and signature loans, check-cashing services,
bill payment, wire transfers, free money orders and more. With a
customer ‘Bill of Rights’ that vows to deliver professional, honest
and courteous service, Advance Financial even offers customers
free classes on how to better manage their finances.
For the past five years, Wyatt has represented Advance Financial
in various corporate, securities, real estate and regulatory matters,
and the company’s owners in estate planning.

OXFORD RESOURCE
PARTNERS
RECOVERCARE
Bucking the trend of coal industry consolidation, Oxford Resource
Partners has remained robustly independent.
Now the 14th largest surface mining company in the United States and
18th largest producer overall, Oxford was founded by two brothers in
1985 and has its executive offices in Columbus, Ohio. In just the past
five years, the company more than doubled its revenues and boosted
coal production by 83 percent (as of third quarter 2011), and last year
it went on the Big Board (NYSE: OXF).
With 22 active surface mines in Eastern Ohio and Western Kentucky,
as well as two strategically located river terminals for optimizing
distribution, Oxford enjoys long-standing relationships and multi-year
sales contracts with top electric utility customers in both Ohio and
Kentucky.
Wyatt has assisted Oxford with strategic acquisitions, leasing and
contracting matters.
Healthcare facilities depend on RecoverCare because special
patients require special care. From its headquarters in Louisville,
RecoverCare leads the industry in distributing equipment
for wound care, bariatric and safe patient handling to acute
care hospitals, skilled nursing facilities, rehabilitation facilities,
hospice centers and home care patients nationwide. From
pressure-relieving mattresses, to beds and chairs supporting
1,000 pounds of weight, RecoverCare delivers for its clients.
With its easy online ordering and equipment tracking system,
quick delivery and set-up, staff training and 24/7 customer
service, RecoverCare helps its client facilities improve patient
care, streamline operations, and reduce operating costs from
its 120 locations servicing 48 states.
Wyatt assists RecoverCare on a variety of corporate, regulatory
and compliance matters.

INVESTMENT PROPERTY
ADVISORS
An Old Louisville neighborhood landmark has been artfully transformed
into a vibrant new one.
Cardinal Towne, a $62 million conversion at the former site of a
landmark local restaurant and catering hall, created much-needed
campus housing for students at the University of Louisville. Developed
by Valparaiso, Indiana-based Investment Property Advisors (IPA),
the mixed-use complex covers a four-acre block adjacent to the
University’s urban campus. It includes one to four bedroom upscale
units, complete with walk-in closets, granite countertops, fitness
center, swimming pool, hot tub and lounges, as well as ground-floor
commercial space that currently houses eight restaurants and other
student-friendly retail stores. The complex will house upwards of 550
students and include an underground parking garage when a second
phase of the development is completed in August.
Eco-friendly and green roofed, Cardinal Towne is the first major
Louisville project for IPA, which specializes in mixed-use multi-family
housing.
Wyatt represented IPA in connection with the land-use planning,
financing, and tax incentives for the project.

RIVER RIDGE COMMERCE CENTER
Talk about location! Superior access by rail, air, water and interstate. Thousands of expansion
acres. Millions of square feet of office, warehouse and manufacturing space. State and local
incentives, urban enterprise zone, U.S. foreign trade zone – all in one site.
The River Ridge Commerce Center sits on 6,000 prime acres along the Ohio River in Southern
Indiana, part of a site previously occupied by an army ammunition plant. With every conceivable
business advantage – including access to a large, qualified labor pool, great universities, and
the urban excitement of the Louisville metropolis – this large-scale redevelopment project has
attracted a wide spectrum of commercial and light industrial enterprises.
The result? The creation of 2,700 jobs in the last five years, construction of three million square
feet of industrial and office space, and a boost to the area’s economy.
Wyatt represents the River Ridge Commerce Center and its board of directors, the River Ridge
Development Authority, on matters involving complex issues of land use, environmental law, risk
management and contracts.

CHRISTIAN CARE COMMUNITIES
A much-needed skilled nursing center is set to open in February
in Louisville’s West End, an area conspicuously lacking in services
for seniors. Not-for-profit Christian Care Communities has invested
nearly $5 million to purchase and completely renovate what is now
called Christian Health Center West, in order to provide affordable,
24-hour skilled nursing care, to include physical, occupational and
speech therapy, pastoral care, and other services and activities for its
residents.
An adjacent adult day center will open in May 2012 and will provide
personal and nursing care, senior activities and meals, all in a homelike
setting. An added bonus for this underserved area is the creation
of approximately 100 new jobs, which should provide a needed boost
to the economic health of the neighborhood.
Founded in 1884, Louisville-based Christian Care Communities provides
affordable retirement living and long-term care for older adults
throughout Kentucky.
Wyatt has been honored to assist Christian Care in a number of its
transactions, and to participate in Christian Care’s fundraisers, including
the annual “Kentucky Derby Festival Battle of the Bounce,” held on
the Great Lawn of Louisville’s waterfront each spring.

CHURCHILL DOWNS
Though its Twin Spires are as legendary as the “Greatest Two Minutes in Sports,”
there’s a lot more to Churchill Downs Incorporated (CDI) than the annual running of the
Kentucky Derby.
With a 138-year racing legacy behind it, CDI has grown its stable of businesses to
include four racetracks, three casinos, the country’s premier online wagering platform,
video poker operations, a totalizator company, a multistate network of off-track betting
parlors and an array of leading-edge, racing-related technologies that support the company’s
sports and gaming operations. TwinSpires.com, CDI’s advance-deposit wagering
company, allows customers to deposit money in advance and then wager on horse
racing from computers, tablet devices and smart phones at their convenience--any
time, any place. Meanwhile, CDI’s United Tote designs and manufactures pari-mutuel
wagering systems for more than 150 racing facilities in the United States and abroad.
With more than 3,700 employees and operations in seven states, CDI has evolved from
a famous racetrack in Louisville, Kentucky to one of the premier racing, gaming and
entertainment companies in the country. That’s horsepower you can bet on.
Wyatt is pleased to have helped CDI strengthen its leadership position even during a
very challenging time for its industry.

Athenian Commitment
One of our Firm’s name partners, Wilson Wyatt, was
an admirer of the civic goal of the ancient Athenians--
upon becoming an adult, every youth took an oath to
leave his city better than he found it.
At Wyatt, we believe the ability to lead is essential to
providing the highest level of service to our clients.
When recruiting, we seek individuals with demonstrated
leadership ability, and our internal mentoring program
continues to hone that skill once they are on board.
We require all of our lawyers to perform 60 hours of
pro bono work a year for their first three years, and as
a firm, we encourage an ongoing commitment to legal
aid work, community involvement and bar association
activities.
That commitment is clearly evidenced by the high
number of Wyatt lawyers serving in leadership roles in
2011. These individuals give their time generously to
promote the highest standards of the legal profession.
We congratulate them and are proud to highlight them
here.
K. Gregory Haynes
President,
Louisville Bar Asssociation
Cynthia W. Young
President,
Legal Aid Society
Erin Brisbay McMahon
President,
Fayette County Bar Association
Charles M. Key
Chairman,
Tennessee Bar Foundation
HOOKS SCHOLARSHIP
An iconic figure in the civil rights movement, preacher,
public defender, judge, and long-time executive
director of the NAACP, Dr. Benjamin L. Hooks also was
a lawyer in Wyatt’s Memphis office, where he led the
Firm’s diversity practice until his death in 2010.
To honor his legacy and promote diversity within the
legal profession, Wyatt created the Dr. Benjamin L.
Hooks Scholarship at the Cecil C. Humphreys School
of Law at the University of Memphis. Every three years,
the scholarship will provide tuition, books, supplies and
other fees to one full-time minority student, who will
also be eligible for a summer associate position at the
Firm after the student’s first year.
The scholarship’s first recipient, Memphis native Corey
Strong, earned a bachelor’s degree from the U.S. Naval
Academy, an MBA from San Diego State University,
and recently completed a tour of duty in Afghanistan.

NETWORKS AND AWARDS
Wyatt is a member firm of the Advance Law program, the new model
in legal service delivery. As one of the eight firms carefully vetted to
participate in the program, Wyatt connects with large-company general
counsel when the need arises for outside counsel.
Wyatt is a member of Lex Mundi, the world’s largest association of
independent law firms.
Wyatt is one of 39 member firms in the DuPont Primary Law Firm network.
The Best Lawyers in America® 2012 named 83 of our lawyers in its
publication and 17 of our lawyers were also named “Lawyer of the Year” for
their practice and market.
Chambers USA, America’s Leading Lawyers for Business 2011, named
Wyatt a “Leading Law Firm” and 23 of our lawyers as “Leading Individuals”
in its publication.
2011 Super Lawyers® (Kentucky, Indiana and the Mid-South editions)
named 56 of our lawyers in its publications.
Corporate Counsel Magazine’s survey of General Counsel at top 500
companies named Wyatt a “Go-To Law Firm” for labor and employment
and litigation matters.
Benchmark Litigation named Wyatt a “Highly Recommended” and
“Leading Litigation” firm.
The Kentucky Chamber of Commerce and the Kentucky Society for
Human Resource Management named Wyatt one of the “Best Places to
Work.”

This publication is provided as general information rather than legal advice.
The ethical rules of some state bars require us to identify this 2011 In Review as advertising material.
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