Sears' Lampert Finds a New Foe

So far, according to a filing with the Securities and Exchange Commission on Monday, Sears Holdings has been shut out of the process. That doesn't sit well with the Sears and Kmart owner, which bought a 13.6% stake in Restoration Hardware after the Catterton deal was announced.

Sears Holdings' lawyer, William Crowley, said in a letter to a Restoration board committee that he is "concerned by certain aspects of the management and director-led buyout."

"We note in this regard that you entered into a confidentiality agreement with the private equity leader of the insider group on July 20, and apparently have been focused exclusively on the insider deal since that time rather than exploring our known interest," wrote Crowley. "We believe that providing us with information and the opportunity to offer all stockholders more consideration than they would receive pursuant to the current merger agreement would be in their best interest."

Based on the public information available, Crowley said in the letter that Sears Holdings is "prepared to enter into an agreement" to offer $6.75 a share in cash to Restoration's shareholders, though Sears does not "understand your requirement that we submit such a proposal prior to providing us with due diligence information."

Catterton's $6.70-a-share deal came at a 150% premium to where Restoration's stock was trading the day the deal was announced, so it's hardly a low-ball offer. But with Restoration's shares trading Monday at over $7, investors are betting on a bidding war between the private-equity firm and the Guru of Greenwich.