공시 • Dec 02
Valvoline Inc. (NYSE:VVV) completed the acquisition of Oil Changers, Inc. from Greenbriar Equity Group, L.P. for approximately $590 million
Valvoline Inc. (NYSE:VVV) agreed to acquire Oil Changers, Inc. from Greenbriar Equity Group, L.P. for approximately $630 million on February 17, 2025. As for the consideration a cash consideration of $625 million will be paid by Valvoline Inc for the equity of Oil Changers, Inc, this price is subject to standard closing adjustments, effective at the time of closing, which will account for net working capital, cash and cash equivalents, indebtedness, and unpaid transaction expenses. $10 million of the consideration will be placed into an escrow account to secure any amounts payable for any post-Closing adjustments to the consideration. Initially, within 90 days post-closing, the company is obligated to calculate and propose adjustments to the initial estimated Merger Consideration, failure to deliver these calculations on time will result in no adjustments being made. Upon receiving these calculations, the company has a 30-day window to review. In the event of a dispute, the parties enter a 30-day negotiation period to try and resolve their differences. Valvoline Inc. (NYSE:VVV) intends to fund the acquisition with a newly issued $740 million Term Loan B. With the acquisition of Oil Changers, Inc, Valvoline Inc. (NYSE:VVV) will increase its total store count to more than 2,200 locations in North America. Initially, the Breeze Autocare (Oil Changers, Inc) locations will maintain their existing brand identity. but Valvoline is currently formulating a long-term integration plan which may involve refranchising some of these newly acquired stores in the future. The purchase price represents a multiple of 10.7 times Breeze Autocare's adjusted EBITDA. Oil Changers, Inc. generated $200 million in net sales for its most recent year end.
The completion of the Merger is subject upon the expiration or termination of any waiting period under the Hart-Scott-Rodino (HSR) Act, the absence of any legal requirement or order from a Governmental Entity that would make the merger illegal or prevent its completion and the anti-trust regulations. The board of directors of both the companies have approved the merger agreement and the transactions outlined within it under the Delaware General Corporation Law (DGCL). The transaction is anticipated to close in fiscal Q3 2025 subject to satisfaction of customary closing conditions and regulatory approvals. On April 9, 2025, it was announced that Valvoline and Greenbriar each received a Request for Additional Information and Documentary Material (the “ Second Request ”) from the FTC in connection with the FTC’s review of the merger. The Second Request extends the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) until 30 days after Valvoline and Greenbriar have substantially complied with the requests unless the waiting period is voluntarily extended by the parties or terminated sooner by the FTC. As of September 30, 2025, the transaction has been approved by the Federal Trade Commission. The transaction is expected to close on December 1, 2025.
Jefferies Group LLC acted as financial advisor for Oil Changers, Inc. Piper Sandler & Co. acted as financial advisor for Oil Changers, Inc. Shawn OHargan, P.C., Kathryn Keves Leonard, Raghav Gupta and Philippe Simard of Kirkland & Ellis LLP acted as legal advisor for Oil Changers, Inc. Morgan Stanley & Co. LLC acted as financial advisor for Valvoline Inc. Jonathon Whittlesey, Jaime R. Daddona and David Saltzman of Squire Patton Boggs LLP acted as legal advisor for Valvoline Inc. David Higbee and Benjamin Gris of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Valvoline Inc.
Valvoline Inc. (NYSE:VVV) completed the acquisition of Oil Changers, Inc. from Greenbriar Equity Group, L.P. for approximately $590 million on December 1, 2025. A cash consideration of $593 million was paid by Valvoline, subject to adjustments. The acquisition was financed through borrowings under the Incremental Term Facility.