Notice2025-20500
Valvoline and Greenbriar; Analysis of Agreement Containing Consent Orders to Aid Public Comment
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
November 21, 2025
Issuing agencies
Federal Trade Commission
Abstract
The consent agreement in this matter settles alleged violations of Federal law prohibiting unfair methods of competition. The attached Analysis of Agreement Containing Consent Orders to Aid Public Comment describes both the allegations in the complaint and the terms of the consent order--embodied in the consent agreement--that would settle these allegations.
Full Text
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<title>Federal Register, Volume 90 Issue 223 (Friday, November 21, 2025)</title>
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[Federal Register Volume 90, Number 223 (Friday, November 21, 2025)]
[Notices]
[Pages 52663-52665]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-20500]
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FEDERAL TRADE COMMISSION
[File No. 251 0058]
Valvoline and Greenbriar; Analysis of Agreement Containing
Consent Orders to Aid Public Comment
AGENCY: Federal Trade Commission.
ACTION: Proposed consent agreement; request for comment.
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SUMMARY: The consent agreement in this matter settles alleged
violations of Federal law prohibiting unfair methods of competition.
The attached Analysis of Agreement Containing Consent Orders to Aid
Public Comment describes both the allegations in the complaint and the
terms of the consent order--embodied in the consent agreement--that
would settle these allegations.
DATES: Comments must be received on or before December 22, 2025.
[[Page 52664]]
ADDRESSES: Interested parties may file comments online or on paper by
following the instructions in the Request for Comment part of the
SUPPLEMENTARY INFORMATION section below. Please write: ``Valvoline and
Greenbriar; File No. 251 0058'' on your comment and file your comment
online at <a href="https://www.regulations.gov">https://www.regulations.gov</a> by following the instructions on
the web-based form. If you prefer to file your comment on paper, please
mail your comment to the following address: Federal Trade Commission,
Office of the Secretary, 600 Pennsylvania Avenue NW, Mail Stop H-144
(Annex L), Washington, DC 20580.
FOR FURTHER INFORMATION CONTACT: Rachel Frank (202-326-2404), Mergers
III Division, Bureau of Competition, Federal Trade Commission, 400 7th
Street SW, Washington, DC 20024.
SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule Sec. 2.34, 16 CFR
2.34, notice is hereby given that the above-captioned consent agreement
containing a consent order to cease and desist, having been filed with
and accepted, subject to final approval, by the Commission, has been
placed on the public record for a period of 30 days. The following
Analysis of Agreement Containing Consent Orders to Aid Public Comment
describes the terms of the consent agreement and the allegations in the
complaint. An electronic copy of the full text of the consent agreement
package can be obtained from the FTC website at this web address:
<a href="https://www.ftc.gov/news-events/commission-actions">https://www.ftc.gov/news-events/commission-actions</a>.
The public is invited to submit comments on this document. For the
Commission to consider your comment, we must receive it on or before
December 22, 2025. Write ``Valvoline and Greenbriar; File No. 251
0058'' on your comment. Your comment--including your name and your
State--will be placed on the public record of this proceeding,
including, to the extent practicable, on the <a href="https://www.regulations.gov">https://www.regulations.gov</a> website.
Because of the agency's heightened security screening, postal mail
addressed to the Commission will be delayed. We strongly encourage you
to submit your comments online through the <a href="https://www.regulations.gov">https://www.regulations.gov</a>
website. If you prefer to file your comment on paper, write ``Valvoline
and Greenbriar; File No. 251 0058'' on your comment and on the
envelope, and mail your comment by overnight service to: Federal Trade
Commission, Office of the Secretary, 600 Pennsylvania Avenue NW, Mail
Stop H-144 (Annex L), Washington, DC 20580.
Because your comment will be placed on the publicly accessible
website at <a href="https://www.regulations.gov">https://www.regulations.gov</a>, you are solely responsible for
making sure your comment does not include any sensitive or confidential
information. In particular, your comment should not include sensitive
personal information, such as your or anyone else's Social Security
number; date of birth; driver's license number or other State
identification number, or foreign country equivalent; passport number;
financial account number; or credit or debit card number. You are also
solely responsible for making sure your comment does not include
sensitive health information, such as medical records or other
individually identifiable health information. In addition, your comment
should not include any ``trade secret or any commercial or financial
information which . . . is privileged or confidential''--as provided by
section 6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule Sec.
4.10(a)(2), 16 CFR 4.10(a)(2)--including competitively sensitive
information such as costs, sales statistics, inventories, formulas,
patterns, devices, manufacturing processes, or customer names.
Comments containing material for which confidential treatment is
requested must be filed in paper form, must be clearly labeled
``Confidential,'' and must comply with FTC Rule Sec. 4.9(c). In
particular, the written request for confidential treatment that
accompanies the comment must include the factual and legal basis for
the request and must identify the specific portions of the comment to
be withheld from the public record. See FTC Rule Sec. 4.9(c). Your
comment will be kept confidential only if the General Counsel grants
your request in accordance with the law and the public interest. Once
your comment has been posted on <a href="https://www.regulations.gov">https://www.regulations.gov</a>--as legally
required by FTC Rule Sec. 4.9(b)--we cannot redact or remove your
comment from that website, unless you submit a confidentiality request
that meets the requirements for such treatment under FTC Rule Sec.
4.9(c), and the General Counsel grants that request.
Visit the FTC website at <a href="https://www.ftc.gov">https://www.ftc.gov</a> to read this document
and the news release describing this matter. The FTC Act and other laws
the Commission administers permit the collection of public comments to
consider and use in this proceeding, as appropriate. The Commission
will consider all timely and responsive public comments it receives on
or before December 22, 2025. For information on the Commission's
privacy policy, including routine uses permitted by the Privacy Act,
see <a href="https://www.ftc.gov/site-information/privacy-policy">https://www.ftc.gov/site-information/privacy-policy</a>.
Analysis of Agreement Containing Consent Orders to Aid Public Comment
I. Introduction
The Federal Trade Commission (``Commission'') has accepted for
public comment, subject to final approval, an Agreement Containing
Consent Orders (``Consent Agreement'') from Valvoline, Inc.
(``Valvoline'') and Greenbriar Equity Fund V., L.P. (``Greenbriar'')
(collectively, the ``Respondents''). The Consent Agreement is designed
to remedy the anticompetitive effects that likely would result from
Valvoline's proposed acquisition of quick lube oil change outlets from
Greenbriar.
Under the terms of the proposed Decision and Order (``Order'')
contained in the Consent Agreement, Respondent Valvoline must divest 45
quick lube oil change outlets in California, Idaho, Illinois, Indiana,
Kentucky, Michigan, Washington and Wisconsin. Respondent Valvoline must
complete the divestiture to Main Street Auto, LLC (``Main Street'')
within ten days after the closing of the acquisition.
The Commission has placed the Consent Agreement on the public
record for 30 days to solicit comments from interested persons.
Comments received during this period will become part of the public
record. After 30 days, the Commission will review the comments received
and decide whether to withdraw, modify, or make the order final.
II. The Respondents
Respondent Valvoline is a publicly traded company headquartered in
Lexington, Kentucky. Valvoline operates and franchises approximately
2,000 Valvoline Instant Oil Change outlets, with locations in every
State except Alaska, Hawaii, and Maine. Respondent Greenbriar is a
private equity owner of Breeze Autocare (``Breeze''). Breeze owns and
operates approximately 200 quick lube oil change outlets across 15
States, largely under the brand name ``Oil Changers.''
III. The Proposed Acquisition
On February 17, 2025, Respondents executed a Merger Agreement for
Valvoline to acquire 100 percent of capital stock related to
Greenbriar's motor oil change business for $625 million (the
``Acquisition''). The Commission's Complaint alleges that the
Acquisition, if consummated, would
[[Page 52665]]
violate section 7 of the Clayton Act, as amended, 15 U.S.C. 18, by
substantially lessening competition for quick lube oil change services
in 25 local markets in California, Idaho, Illinois, Indiana, Kentucky,
Michigan, Washington, and Wisconsin. The Commission's Complaint also
alleges that the Acquisition agreement is an unfair method of
competition that violates section 5 of the Federal Trade Commission
Act, as amended, 15 U.S.C. 45.
IV. The Provision of Quick Lube Oil Changes
The Commission alleges that the relevant service market in which to
analyze the Acquisition is quick lube oil changes. All cars with an
internal combustion engine (including hybrid cars) require routine oil
changes. Quick lube oil change is a convenience service. Quick lubes
reliably provide appointment-free oil changes within 30 minutes. The
automotive industry recognizes quick lube distinct from other oil
change services. The distinctions that set quick lube services apart
include specialized outlets focused on providing fast oil changes, a
limited menu of other services, and distinct pricing from other oil
change providers. Quick lube outlets are designed to offer fast oil
changes, typically offering drive-through capabilities that allow
customers to remain in their vehicles during the service. Quick lube
providers charge premium prices for the convenience they provide to
customers. Quick lube oil change outlets compete on price, including
coupons and discounts, convenience, service speed, and service quality.
Quick lube outlets compete most closely with other, nearby quick
lubes. The Commission's Complaint alleges that geographic markets for
quick lube oil changes are highly localized, based on the unique
circumstances of each area and outlet. Consumers typically choose
between nearby quick lube oil change outlets along their planned routes
near their homes, work, or shopping destinations. The geographic market
for quick lube oil changes is typically about 3 to 5 miles in radius or
a 10 to 15-minute drive. However, each relevant market the Commission
alleges is distinct and fact-dependent and reflects, among other
things, customer preferences, commuting patterns, traffic flows,
driving distances, and outlet characteristics.
The Commission alleges that the Acquisition would substantially
lessen competition for quick lube oil changes in the 25 local markets
surrounding 45 Oil Changers quick lube outlets in California, Idaho,
Illinois, Indiana, Kentucky, Michigan, Washington, and Wisconsin.
Absent the Acquisition, Valvoline Instant Oil Change outlets and Oil
Changers outlets would continue to compete head-to-head in these local
markets. Competitive harm would occur in these relevant markets
regardless of whether the Valvoline outlets are corporate-owned or
franchisee-owned.
The Acquisition occurs in the context of a broader trend of
consolidation among quick lube oil change providers. New entry is
unlikely to be timely, likely, or sufficient to deter or counteract the
anticompetitive effects arising from the Acquisition. Entry conditions
for quick lube oil changes vary across geographic markets. In some
markets, there are meaningful entry barriers, including the cost and
availability of attractive real estate, the time and cost associated
with constructing a new outlet, and the time and difficulty associated
with obtaining necessary permits and approvals. In the relevant
geographic markets alleged in the Commission's Complaint, entry would
not prevent or neutralize anticompetitive effects resulting from the
Acquisition.
V. The Consent Agreement
The proposed Order would remedy the Acquisition's likely
anticompetitive effects by requiring Valvoline to divest Oil Changers
outlets to Main Street in each local market. Main Street does not
currently operate quick lube oil change outlets under a unified or
established brand name. It would be a new entrant into each of the
local markets described above.
The proposed Order requires that the divestiture be completed no
later than ten days after Valvoline and Greenbriar consummate the
Acquisition. The proposed Order further requires Valvoline to maintain
the economic viability, marketability, and competitiveness of each
divestiture asset until the divestiture to Main Street is complete.
In addition to requiring outlet divestitures, the proposed Order
prohibits Respondent Valvoline from re-acquiring any of the divested
assets. The proposed Order also requires Respondent Valvoline to notify
the Commission in writing at least 30 days before acquiring an interest
in a facility within a three-mile radius of a divested outlet that has
operated as a quick lube within six months of Valvoline's proposed
acquisition. The prior notice provision is necessary because an
acquisition in close proximity to the divested assets likely would
raise the same competitive concerns as the Acquisition and may fall
below the Hart-Scott-Rodino Act premerger notification thresholds.
The Consent Agreement contains additional provisions designed to
ensure the effectiveness of the relief. For example, Respondents have
agreed to an Order to Maintain Assets that will issue at the time the
proposed Consent Agreement is accepted for public comment. The Order to
Maintain Assets requires Respondent Valvoline to operate and maintain
each divestiture outlet in the normal course of business until the
divestiture is complete. The proposed Order also includes a provision
that allows the Commission to appoint an independent third party as a
Monitor to oversee the Respondents' compliance with the requirements of
the Order.
The purpose of this analysis is to facilitate public comment on the
Consent agreement, and the Commission does not intend this analysis to
constitute an official interpretation of the proposed Order or to
modify its terms in any way.
By direction of the Commission.
April J. Tabor,
Secretary.
[FR Doc. 2025-20500 Filed 11-20-25; 8:45 am]
BILLING CODE 6750-01-P
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</html>Indexed from Federal Register on November 21, 2025.
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