M&A - VALVOLINE INC

Form Type: 8-K

Filing Date: 2025-04-11

Corporate Action: Merger

Type: Update

Accession Number: 000167491025000070

Filing Summary: Valvoline Inc. has entered into a Merger Agreement with OCI Merger Sub Inc. and OC IntermediateCo, involving the merger of OCI Merger Sub into OC IntermediateCo, with OC IntermediateCo becoming a wholly-owned subsidiary of Valvoline. OC Intermediate owns and operates Breeze Autocare, which includes quick lube oil change stores under the Oil Changers brand. On April 9, 2025, both Valvoline and Greenbriar Equity Group received a Second Request from the FTC during their review of the merger, extending the waiting period under the HSR Act. The transaction is expected to close in the second half of fiscal 2025, contingent on the fulfillment of regulatory requirements and customary closing conditions.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000167491025000043

Filing Summary: On February 17, 2025, Valvoline Inc. entered into a Merger Agreement to acquire OC IntermediateCo, which operates Breeze Autocare business, including Oil Changers stores. The base purchase price for the acquisition is set at $625 million, adjustable at Closing. An escrow of $10 million will be maintained for any post-Closing adjustments. The completion of the Merger is contingent upon the satisfaction of customary conditions, including regulatory approvals and the absence of legal injunctions. The agreement allows for termination if the Merger is not completed by July 1, 2025, with possible extensions until October 1, 2025. A press release about this agreement was issued on February 20, 2025, alongside investor presentation materials.

Document Link: View Document