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Published on 11/8/2007 in the Prospect News Special Situations Daily.

Equity firm to acquire Restoration Hardware

By Lisa Kerner

Charlotte, N.C., Nov. 8 - Restoration Hardware, Inc. agreed to be acquired by an affiliate of Catterton Partners with participation by Restoration Hardware chairman, president and chief executive officer Gary Friedman.

Several institutional stockholders of Restoration Hardware agreed to invest in the transaction or exchange some of their company shares for equity of the purchaser or its affiliate, a company news release stated.

All of the remaining outstanding shares of Restoration Hardware will be acquired for $6.70 cash per share, a 150% premium to the stock's closing price on Nov. 7.

The total equity value of the transaction, slated to close in the first quarter of 2008, is approximately $267 million.

"We are pleased to announce this transaction, which delivers significant value to our stockholders," Friedman said in the release.

Restoration Hardware's 35-day go-shop period ends Dec. 13. A $10.68 million termination fee is included in the deal, according to a form 8-K filing with the Securities and Exchange Commission.

Restoration Hardware is a Corte Madera, Calif.-based specialty retailer of hardware, bath ware, furniture, lighting, textiles, accessories and related merchandise.

Catterton Partners is a private equity firm based in Greenwich, Conn.

Acquirer:Catterton Partners affiliate
Target:Restoration Hardware, Inc.
Announced: Nov. 8
Transaction total:$267 million
Price per share:$6.70
Termination Fee:$10.68 million
Expected closing:First quarter of 2008
Stock price of target:Nasdaq: RSTO: $2.68 on Nov. 7

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