Sears Submits Draft of Deal to Buy Restoration Hardware


San Francisco Sears Holdings Corp. reported Friday that it has submitted a draft acquisition agreement to the furniture retailer Restoration Hardware Inc. that offers to pay its stockholders $6.75 per share in cash through a tender offer.

The draft agreement, which was submitted Wednesday, was disclosed in a Securities and Exchange Commission filing on Friday.

After receiving the draft agreement, Restoration Hardware's special committee declared Sears Holdings an "excluded party" under its prior acquisition deal with Catterton Partners, which allows negotiations to move forward. The private-equity firm offered Restoration Hardware $6.70 per share on Nov. 8.

Sears, which already owns 13.7 percent of Restoration, had made a tentative offer of $6.75 per share for Restoration Hardware on Nov. 23.

Last week, Restoration Hardware and Sears agreed to a confidentiality pact that gives Sears access to nonpublic information about the retailer. According to Friday's filing, Sears plans to evaluate the company and the desirability of the acquisition under the terms of the confidentiality deal.

In other news, Sears chairman Edward Lampert has increased his stake in AutoNation to 31.9%, according to a Securities and Exchange Commission filing Thursday.

Lampert's hedge fund, ESL Investments, and related parties now hold about 58.8 million shares of the Fort Lauderdale, Fla.-based auto retailer.

Lampert stepped down from AutoNation's board in May to devote more time to his duties at ESL and Sears.

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