The Federal Trade Commission will require automotive services company Valvoline Inc. and private equity firm Greenbriar Equity Fund V., L.P. to divest 45 quick-lube oil change shops to resolve antitrust concerns surrounding their $625 million acquisition deal. Main Street Auto, LLC will acquire the divested outlets under the terms of the FTC's proposed divestiture order.
Valvoline seeks to acquire approximately 200 quick-lube oil change outlets from Greenbriar through the transaction. Greenbriar currently operates these outlets under the Oil Changers brand name through a subsidiary. The quick-lube oil change industry serves consumers who need reliable oil changes completed in under 30 minutes without requiring appointments.
The FTC's intervention addresses competitive concerns across 25 local markets where Valvoline and Oil Changers directly compete in providing quick-lube oil change services. According to the commission, the proposed deal would eliminate competition in California, Kentucky, Idaho, Illinois, Indiana, Michigan, Washington, and Wisconsin without the required divestitures.
"The FTC took action today to ensure that quick-lube oil changes remain affordable and available for American consumers across the country," said Daniel Guarnera, Director of the FTC's Bureau of Competition. "The FTC's divestiture order will preserve competition that is critical to providing convenient oil changes at affordable prices to millions of consumers."
The commission alleges that without the divestiture requirement, the proposed acquisition would result in higher prices and lower service quality for consumers seeking quick-lube oil changes in the affected markets. The FTC's analysis focused on how the elimination of direct competition between the two companies could harm consumer welfare in local markets where both brands currently operate.
Under the proposed consent agreement, Main Street Auto, LLC will acquire the 45 outlets that Greenbriar must divest. This arrangement is designed to maintain competitive dynamics in the affected markets by ensuring an independent operator continues to provide quick-lube services in areas where Valvoline and Oil Changers previously competed against each other.
The $625 million transaction represents a significant consolidation in the quick-lube oil change industry. Valvoline, already a major player in automotive services, would substantially expand its footprint through the acquisition of approximately 200 Oil Changers locations. The deal reflects broader trends in the automotive services sector, where companies are seeking scale advantages and expanded geographic presence.
Quick-lube oil change services have become increasingly important for time-conscious consumers who prefer rapid service without scheduling appointments. These outlets typically complete oil changes and basic maintenance services within 30 minutes, competing on convenience, speed, and pricing. The market structure in local areas can significantly impact pricing and service quality for consumers who rely on these services.
The FTC's enforcement action demonstrates the commission's continued scrutiny of mergers and acquisitions that could reduce competition in local service markets. The agency's analysis examined how the transaction would affect competitive dynamics in specific geographic markets rather than evaluating competition on a national basis.
The Commission voted 3-0 to issue the administrative complaint and accept the consent agreement for public comment. The public will have 30 days to submit comments on the proposed consent agreement package, with instructions for filing comments available on the FTC's docket. Once processed, submitted comments will be posted on Regulations.gov for public review.
The FTC issues administrative complaints when it has "reason to believe" that antitrust law has been or is being violated and determines that enforcement proceedings serve the public interest. When the commission issues a consent order on a final basis, it carries the force of law for future actions by the parties involved.
This enforcement action reflects the FTC's broader approach to merger review under the current administration, which has emphasized protecting competition in local markets and preventing consolidation that could harm consumers through higher prices or reduced service quality. The automotive services industry has faced particular scrutiny as companies seek to expand through acquisitions.
For consumers in the affected markets, the divestiture requirement should preserve existing competitive dynamics and pricing in quick-lube oil change services. The arrangement ensures that independent competition continues in markets where Valvoline and Oil Changers previously competed directly, maintaining consumer choice and competitive pricing pressure.
The transaction can proceed with the required divestitures once the FTC finalizes the consent order following the public comment period. Valvoline will be able to acquire the remaining outlets from Greenbriar while Main Street Auto takes control of the 45 divested locations, preserving competitive market structures in the affected geographic areas.