Attorneys

Biography

John Prososki leads the Firm’s Banking and Finance and Real Estate practices and serves on the Firm’s Executive Committee.  He represents lenders and borrowers in structuring, negotiating, documenting, and closing commercial loans of all types, including real estate and construction loans, leveraged ESOP financing, lines of credit, term loans, equipment financing, TIF loans, and private credit transactions.  He also assists lenders and borrowers with workouts, restructurings, and enforcement actions with respect to commercial loans.  In his real estate practice, John assists real estate developers, owners, investors, syndicators, builders, landlords, tenants, title companies, brokers, sanitary and improvement districts, and homeowners and condominium associations with all types of real estate matters, including development, zoning, and land use matters, joint venture formation, acquisitions and sales, financing, and leasing.  He also is actively involved in advising real estate owners on real estate dispute matters, including eminent domain cases, the protest of real estate tax valuations, easement and boundary disputes, and the enforcement of restrictive covenants.  In addition to his focus on financing and real estate issues, and drawing on a deep background of handling a broad and diverse array of business matters for clients, John also serves as general counsel to clients of the Firm in a variety of industries in addressing the entire range of their legal needs, including business formation, corporate governance, securities law compliance associated with capital formation, contract negotiation and preparation, sales and acquisitions of businesses, protection of intellectual property, and general business counseling.

Representative Experience

Commercial Lending

• Represented lenders in connection with structuring, documenting, and closing over 45 leveraged ESOP loans related to ESOP transactions involving senior financing in excess of $400,000,000 in the aggregate, and involving enterprise values in excess of $1,000,000,000 in the aggregate.
• Represented a bank in connection with structuring, negotiating, and documenting a $45,000,000 revolving credit facility for a high volume production home builder.
• Represented a bank participating in syndicated loan facilities for large agribusiness companies.
• Represented lenders in negotiating, documenting, and closing commercial mortgage loans (construction, mini-perm, and permanent financing) for commercial properties in Nebraska, Iowa, South Dakota, Kansas, Missouri, Colorado, Arizona, Texas, Indiana, Minnesota, and Georgia.
• Represented a health care service company in negotiating and documenting a $90,000,000 package of acquisition and working capital financing.
• Represented banks in structuring and documenting loans collateralized by economic incentive streams, including tax increment financing and sales and occupation tax turnbacks.
• Represented borrower in the negotiation and closing of a package of CMBS senior and mezzanine loans with a combined amount in excess of $90,000,000 secured by a multiple-parcel portfolio of commercial properties.
• Represented a trucking company in negotiating and documenting a $65,000,000 working capital facility.
• Represented a developer in negotiating and documenting $59,000,000 in construction financing for a mixed use development.
• Represented a software company in connection with a $40,000,000 private credit refinancing transaction.
• Represented a developer in connection with a $29,000,000 construction loan for construction of a regional medical center.
• Represented a bank in structuring, negotiating, and documenting a $13,000,000 permanent financing for an historic tax credit project, including negotiation of project agreements with the tax credit investor.
• Represented a bank in structuring, negotiating, and documenting a $45,000,000 bridge loan facility to facilitate a pending business acquisition.
• Represented a bank in connection with a $35,000,000 loan financing the construction and permanent financing of auto dealerships in Nebraska and Iowa.
• Represented a credit enhancer in connection with a $7,500,000 revenue bond financing of a manufacturing plant.

Commercial Lending – Workouts and Enforcement

• Represented a bank in connection with a deed in lieu of foreclosure relating to a retail shopping center.
• Represented an investor in connection with the acquisition and enforcement of a defaulted $10,000,000 mezzanine loan secured by equity in a real estate project.
• Represented a bank in the UCC foreclosure of an LLC membership interest securing a defaulted real estate loan.
• Represented a borrower in restructuring and refinancing of a distressed $79,000,000 loan secured by real estate.
• Represented a private credit fund in the foreclosure of agricultural real estate in Nebraska.

Real Estate

• Represented an investor in the acquisition from a bank’s REO portfolio of a $16,000,000 multifamily and retail complex.
• Represented a real estate investor in acquisition and financing of a $100,000,000 portfolio of retail centers in Nebraska and South Dakota.
• Represented a large insurance company in the sale of a $16,000,000 office building.
• Represented a developer in connection with negotiation and documentation of the acquisition of farmland for development into a residential subdivision and negotiation and documentation of a long-term ground lease and option agreement for a related golf facility.
• Represented developers in connection with development of residential, commercial, and industrial subdivisions.
• Represented a regional commercial truck dealership on acquisition and development of dealership sites in Nebraska and Iowa.
• Represented developers and condominium associations in connection with development and administration of condominium projects.
• Represented a large livestock producer in site acquisition and development in Nebraska and Kansas.Represented a real estate investor in connection with the acquisition of multiple office and industrial properties in Minnesota.

Real Estate Disputes

• Appeared before County Boards, the Nebraska Tax Equalization and Review Commission, and the Nebraska Court of Appeals in connection with tax valuation protests on behalf of various multifamily, office, retail, industrial, and residential properties, obtaining cumulative valuation reductions in excess of $90,000,000.
• Obtained a reversal from the Nebraska Court of Appeals in favor of a property owner of unfavorable decisions from the Nebraska Tax Equalization and Review Commission and Douglas County Board of Equalization; Zabawa v. Douglas County Board of Equalization, 17 Neb.App. 221, 757 N.W.2d 522 (2008).
• Obtained a reversal from the Nebraska Court of Appeals in favor of a property owner of unfavorable decisions from the Nebraska Tax Equalization and Review Commission and Douglas County Board of Equalization; Homemakers, Inc. v. Douglas County Board of Equalization, No. A-05-872, 2006 WL 116141.
• Obtained temporary and permanent injunctions enjoining a property owner from violation of restrictive covenants adopted by a developer.
• Represented government bodies in connection with acquisition by eminent domain, and by negotiations in lieu of eminent domain, of easements and rights of way for subdivision development and public works projects.
• Represented property owners in eminent domain matters and negotiations preceding the institution of condemnation proceedings.

Professional Affiliations & Community Involvement

• American and Bar Association (Sections on Business Law and Real Property, Trust and Estate Law)
• Nebraska State Bar Association (Real Estate, Probate and Trust, Bank Attorneys, Bankruptcy, and Securities Sections)

Awards & Recognitions

• Best Lawyers in America® – 2023, 2024, 2025