Valvoline receives FTC second request on Breeze Autocare acquisition

April 11, 2025 – Lexington, KY – Valvoline Inc. (NYSE: VVV) announced that it and Greenbriar Equity Group, L.P. have received a Second Request from the U.S. Federal Trade Commission (FTC) regarding the proposed acquisition of Breeze Autocare. The request is part of the regulatory review process under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

The Second Request extends the waiting period for the transaction until 30 days after both parties have substantially complied with the FTC's request for additional information and documents, unless extended or terminated sooner.

Valvoline stated that the completion of the acquisition remains subject to this regulatory review and other customary closing conditions. The company continues to work constructively with the FTC and expects to close the transaction in the second half of fiscal 2025.

The proposed acquisition of Breeze Autocare, including its Oil Changers stores, aligns with Valvoline’s strategy to grow its retail service network and enhance shareholder value.

Valvoline operates more than 2,000 franchised and company-operated service centers across the U.S. and Canada, performing over 28 million services annually. The company is focused on growing its core business and preparing for evolving vehicle technologies.

Valvoline Inc. announced that it has entered into an Agreement and Plan of Merger to acquire OC IntermediateCo, the parent company of Breeze Autocare, which operates quick lube oil change stores under the Oil Changers brand. The acquisition is valued at approximately $625 million, subject to customary closing adjustments.

Under the agreement, Valvoline’s wholly owned subsidiary, OCI Merger Sub Inc., will merge with OC IntermediateCo, making it a wholly owned subsidiary of Valvoline. The deal includes provisions for potential adjustments related to net working capital, cash and liabilities, as well as real estate transactions.

The transaction is expected to close by July 1, 2025, with an automatic extension to October 1, 2025, if regulatory approvals are pending. Closing conditions include clearance under the Hart-Scott-Rodino Antitrust Improvements Act and the absence of any government-issued injunction preventing the merger.

Valvoline has stated that this acquisition aligns with its growth strategy, expanding its quick lube service network and strengthening its market position. The company issued a press release and investor presentation on February 20, 2025, outlining the details of the transaction.

Valvoline Inc. reported strong financial results for the first quarter of fiscal year 2025, with notable growth across key metrics. Sales reached $414 million, reflecting an 11% increase, driven by system-wide same-store sales (SSS) growth of 8%. System-wide store sales grew 14% to $820 million. Income from continuing operations soared 177% to $94 million, and earnings per diluted share (EPS) rose 181% to $0.73, boosted by a $71 million pre-tax gain from refranchising.

Adjusted EBITDA increased 14% to $103 million, and adjusted EPS grew 10% to $0.32. The company opened 35 new stores during the quarter, including 14 franchise locations, and completed a refranchising transaction in December, adding a partner who plans to double the store count in the central and west Texas area. Valvoline's goal is to expand to over 3,500 stores through new builds, acquisitions, and franchise partnerships.