Lehman Brothers Holdings Inc.'s Sept. 15 bankruptcy complicated things for the deal team charged with selling IndyMac Federal Bank FSB for the Federal Deposit Insurance Corp.

The FDIC, which controls the Pasadena, Calif.-based mortgage lender, agreed Jan. 2 to sell IndyMac to a private equity consortium in a deal valued at $13.9 billion. The FDIC took over IndyMac on July 11 and put out a request for proposal to investment banks to help it "maximize the value of the institution for a future sale." A Lehman Brothers team of Lee Einbinder, William Curley, Anthony Viscardi and Jason Whiting ultimately won the mandate.

But just as an auction for IndyMac was gearing up, the financial crisis worsened, Lehman Brothers declared bankruptcy and Barclays plc acquired the investment bank. "The whole market melting down in the middle of the process didn't help," says a source close to the transaction.

It would have been relatively simple to transfer the advisory contract to Barclays, but things became complicated when Curley and Viscardi decamped to Deutsche Bank AG on Nov. 4. Further complicating matters was IndyMac's "very messy assets" and the fact that it was the seventh-largest mortgage servicer in the country, which meant its sale would have repercussions for several other mortgage lenders. All involved therefore thought it best for the same investment bankers to continue working on the deal for the entire process, says one source.

"For the purposes of continuity, the FDIC decided to allow Barclays to subcontract the mandate to Deutsche Bank," says the source.

As such, both Barclays' team of Einbinder and Whiting and Deutsche Bank's team of Curley and Viscardi, along with that bank's head of financial institutions, Jorge Calderon, were given credit for advising on transaction.

Thacher Proffitt & Wood LLC provided legal advice to the FDIC. Most of that firm's partners joined Sonnenschein Nath & Rosenthal LLP, as of Jan. 1, and Thacher is now dissolving.

The consortium of private equity investors buying IndyMac consists of Dune Capital Management LP's chairman Steve Mnuchin, JC Flowers & Co. LLC, Paulson & Co., MSD Capital LP, Stone Point Capital, SSP Offshore LLC and Silar Advisors LP. They were advised by Merrill Lynch & Co. banker Michael Rubinoff, global head of the financial institutions group.

Legal advice came from the Cleary Gottlieb Steen & Hamilton LLP team of Paul Glotzer and Bill Groll.

A source says Mnuchin approached Rubinoff and Merrill CEO John Thain about the deal, and they cobbled together the consortium, which had a strong thread of Goldman, Sachs & Co. alums running through it. Indeed, Mnuchin, Rubinoff, J.C. Flowers founder J. Christopher Flowers, Stone Point investment advisers' Stephen Friedman and Charles Davis, and MSD Capital co-managing directors Glenn Fuhrman and John Phelan all worked at Goldman in the late 1980s.

Interestingly, Mnuchin's Dune Capital was not officially an investor in the deal. One source says Mnuchin didn't want the fund to come under the purview of the Office of Thrift Supervision, which oversees IndyMac. This is also why none of the other investors have more than the 24.9% that is considered a controlling stake in a thrift, according to OTS rules.