The Federal Trade Commission will require Valvoline Inc. and private equity firm Greenbriar Equity Fund V, L.P. to sell 45 quick-lube oil change shops as a condition of their $625 million transaction, citing concerns that the deal could raise prices and reduce service quality in multiple states.
Under a proposed consent order announced Tuesday, Main Street Auto, LLC will acquire the divested locations from Greenbriar. The move aims to maintain competition in 25 local markets across California, Kentucky, Idaho, Illinois, Indiana, Michigan, Washington, and Wisconsin, where Valvoline and Greenbriar’s Oil Changers outlets currently compete head-to-head.
Valvoline is seeking to acquire roughly 200 Oil Changers quick-lube shops, which offer fast, appointment-free services. The FTC alleges that absorbing these locations without conditions would give Valvoline excessive market power in several regions, enabling higher prices and diminished service quality.
“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 agency’s Bureau of Competition. “This divestiture order will preserve competition that is critical to providing convenient oil changes at reasonable prices.”
The consent agreement requires Valvoline and Greenbriar to maintain operations at the affected locations until the divestiture is complete and bars Valvoline from reacquiring the shops or entering certain business arrangements with them for 10 years. The settlement also includes monitoring provisions and the potential appointment of a trustee if the companies fail to comply.
Why the Merger Sparked Concerns
Valvoline, a household name for automotive care, proposed to acquire Greenbriar’s Oil Changers network. Regulators at the FTC grew concerned that this move would violate antitrust laws, potentially restricting consumer choice, increasing prices, and reducing service quality in several states where both companies operate.
Agreement Reached to Protect Consumers
After probing the deal under the Clayton Act and Federal Trade Commission Act, the FTC negotiated a sweeping settlement. Valvoline and Greenbriar agreed to a consent order that admits to all the jurisdictional facts of the case but does not concede to legal wrongdoing. Key to the settlement is the enforced divestiture: Valvoline and Greenbriar must sell off 45 retail quick-lube outlets to Main Street Auto, an independent buyer carefully vetted by the FTC.
What the Settlement Means
Main Street Auto will take control of the divested locations, helping to maintain healthy competition for oil change services in communities.
The order includes provisions to ensure a smooth transition, protecting employees’ jobs and customer experience, and maintaining assets until the handover is complete.
For up to 10 years, Valvoline is prohibited from re-acquiring the divested shops or entering new business agreements with them, effectively keeping local markets open to competitors.
The FTC has built in several compliance measures—including monitoring and the potential appointment of a Divestiture Trustee to enforce provisions if needed. With this landmark settlement, the FTC signals its determination to keep automotive service markets fair and competitive. Car owners in the affected states can expect continued access to multiple oil change options and service choices, thanks to the regulatory watchdog.
