Sears was at one point America's largest retailer and its largest employer.
The committee has been resisting the plan amid concerns that creditors and shareholders would sue over it being too favorable for Lampert.
Shares of Sears (SHLD.O), an iconic American retail brand which traded above $100 a decade ago but have fallen to less than $1 in the past year, were down at 41 cents in trading before the bell.
A sign hangs above a 60-year-old Sears store slated for closing on July 7, 2017, in Chicago. Sears's poor performance has always been an issue for owners, but landlords are split between those that are likely cheering the possibility of reclaiming its locations for more profitable tenants and those that see its potential bankruptcy as a negative tipping point.
The Sears special committee had been weighing a prior offer from Lampert to acquire the retailer's Kenmore appliances brand and its home services business for as much as $480 million.
Just two weeks after unveiling an unorthodox debt-reduction plan and on the same day that it added a restructuring specialist to its corporate board comes word via the Wall Street Journal that Sears Holdings has hired a boutique advisory firm to craft a bankruptcy plan that could be filed as early as this week.
Sears had previously said there was "substantial doubt" the company would be able to stay in business and sustain as online sales and chains such as Walmart continue to take over the market. Toys "R" Us' creditors lost faith in the retailer after revenue during last year's holiday season failed to meet their expectations.
The Hoffman Estates, Illinois-based retailer has posted seven straight years of losses and its sales have not grown since the 2008 financial crisis. CEO and primary shareholder Eddie Lampert told the company's board that it was crucial it restructure more than $5 billion it owes "without delay", according to a recent regulatory filing.
Sears and Kmart have lost more than $11 billion since 2011, and their annual sales have dropped almost 60 percent in that period to $16.7 billion, according to the report.