Independent Directors, Independent Managers & Springing Members

Ensure that your ownership structure satisfies a critical lender requirement — and check a key item off your closing checklist.

Billions of dollars in loan transactions — in the last 12 months alone

DBO’s Independent Directors and Springing Members satisfy all Lender requirements — and have been engaged to serve in association with hundreds of large loans, encumbering properties across the country.
We work with leading global lenders.
We have worked with borrowers from the nation’s largest financial institutions, including JP Morgan, Deutsche Bank, Wells Fargo, Citi, Bank of America, and dozens of others.

Recent closings

$153,750,000

New Jersey office building (Bank of Montreal)

$127,000,000

Multifamily property in Northern Virginia (KKR)

$33,500,000

Hotel in
Norfolk, VA (Wells Fargo)

$154,000,000

Multifamily property in Long Island (MSD)

What is an Independent Director?

Also known as “Independent Manager,” an Independent Director is a third-party individual unaffiliated with the Borrower or its ownership.

The primary responsibility of the Independent Director is to grant approval for specific material actions on behalf of the Borrower. For instance, should the Borrower consider filing for bankruptcy, the Independent Director is tasked with providing requisite consent.

What is a Springing Member?

A Springing Member is a non-economic member of the entity who “springs to life” only in the event of specific circumstances or triggers.

For instance, in the event the member of an LLC dissolves, whether as a result of bankruptcy or otherwise,  the Springing Member would 
emerge to ensure the LLC remains a viable and effective LLC under applicable State law.

Why is an Independent Director or Springing Member Required?

Lenders seek protection against the repercussions of Borrower bankruptcy. To this end, many loans — particularly securitized loans — mandate the appointment of an Independent Director and/or Springing Member. This ensures that the Borrower retains a bankruptcy-remote structure.

How does DBO help?

We have a roster of individuals qualified to serve as both Independent Directors and Springing Members. This enables our clients to effectively navigate and complete large financial transactions.
OUR INDEPENDENT DIRECTORS

Our members are qualified, experienced — and accessible

Experienced

Our appointees have more than a decade of experience serving in this capacity, and have worked with lenders & law firms across the country.

Accessible

Our members are readily available and on standby — including nights and weekends — to ensure your deal closes without unnecessary delay.

Serve in both capacities

Our Independent Directors can also serve as Springing Members when required — and this service is provided at no extra fee.

PRICING STRUCTURE

The DBO Guarantee:
Competitive rates, always

Independent Director or Springing Member

Includes:

Completion of all necessary forms
Seamless collaboration with your counsel
Fulfillment of all bankruptcy-remote requirements
Designation of Springing Member, if required in tandem with Independent Director — at no additional cost

Two pricing options:

Contact us for exact pricing

Substantial discounts for deals involving 5+ entities.

One-time fee

Paid at loan origination, per entity

Best for long-term loans, or entities that require multiple Independent Directors

Low per annum fee

Paid annually, per entity

Best for short-term loans, or entities that require only one Independent Director

Not sure which option is best for you? Reach out — we'll be happy to discuss.

Contact A Specialist

Frequently asked questions

Can any person serve as Independent Director for my entity?

No. There are specific criteria that must be satisfied for someone to serve as Independent Director.

What size loans require Independent Directors or Springing Members?

Loans as low as $10M may come with this requirement — but it’s more typically required for loans of $15M or more.

What type of loans require Independent Directors or Springing Members?

CMBS loans and securitized loans typically have this requirement. That said, it’s occasionally required in connection with other loans too.

Your lender will generally let you know about this requirement upfront — or include it as part of a loan closing checklist. If you’re not sure whether this will be required for an upcoming loan, feel free to reach out here and we’ll advise.

How much does this cost?

This depends on your preferred payment structure, and the number of entities involved.
See more details about pricing here.

I need an Independent Manager *and* a Springing Member.
Will I need to pay two separate fees?

No. If both an Independent Director and Springing Member are required, our Independent Directors serve as Springing Members at no extra charge. This is a complimentary bonus that DBO provides to our valued clients.

How long does this take?

As quickly as 24 hours if needed, though we advise clients to contact us at least a week before closing.

How involved is the Independent Director in the day-to-day business of the company?

Not involved at all. Their role is limited to consenting to a set number of bankruptcy-related material actions associated with the company, its subsidiaries, or affiliates.

TRUSTED PARTNERS

Critical real estate deals cannot wait.

Let our seasoned team of specialists help you get to closing.

When the stakes are high and the deal must close, you need the prompt appointment of a qualified Independent Director or Springing Member. We’ve successfully provided this service across hundreds of high-volume transactions, and we’ll be honored to do the same for you.