Valvoline Inc., the quick, easy, trusted leader in preventive automotive maintenance, today announced that it has signed a definitive agreement to acquire Breeze Autocare from Greenbriar Equity Group, a middle market private equity firm. Breeze Autocare is a strong operator of nearly 200 stores across 17 states, predominantly under the Oil Changers brand. Valvoline will acquire the business for approximately $625 million in cash, which Valvoline intends to fund with a newly issued Term Loan B.

Breeze Autocare is an independent provider of automotive quick lube and other preventive maintenance services with an extensive footprint of company-owned stores across California, Texas, and the Midwest. With a strong, proven track record of growth, including organic same-store-sales growth and store additions, Breeze Autocare generated $200 million in net sales for its most recent year end2.

With Valvoline’s goal to grow its network to 3,500-plus stores, the addition of Breeze Autocare will bring the total store count to more than 2,200 locations across North America. Valvoline expects its track record of successful acquisition integration and operational capabilities will drive meaningful transaction growth and unlock long-term synergies. Initially, the Breeze Autocare stores will continue to operate under their current branding. Valvoline is developing its long-term integration plan which may include the possible refranchising of certain stores.

“Welcoming Breeze Autocare into the Valvoline network allows us to immediately add nearly 200 stores that are geographically complementary and will expand our customer reach,” said Lori Flees, President and CEO. “This acquisition will accelerate our growth and earnings potential while enhancing our already strong cash flow profile. Our aligned cultures of putting people first and our track record of successfully integrating acquisitions give us confidence in our ability to deliver sales and profit growth.”

Eric Frankenberger, President and CEO of Breeze Autocare, added, “Valvoline has been a respected name in preventive maintenance for decades and we look forward to joining forces with them. I believe our combined expertise and culture will benefit our team members and customers for years to come.”

Strategic and Financial Benefits of the Transaction

Expands Geographic and Customer Reach: Addition of nearly 200 stores drives accelerated network growth and reinforces Valvoline’s position as a leading provider of preventive automotive maintenance services.

Complementary Employee and Customer-Focused Operating Model: Well-trained employees delivering a best-in-class customer experience focused on speed, ease and trust with highly consistent cultures.

Scale Advantages: Allows Valvoline to leverage the benefits of scale, such as retail-specific technology investments and fleet sales expansion, across a larger store base.

Compelling Financial Benefits: Based on Valvoline’s track record of successfully integrating acquisitions into its network, this transaction will enable delivery of top line sales and profit growth and enhance an already strong cash flow profile. The purchase price represents a multiple of 10.7 times Breeze Autocare’s adjusted EBITDA1. The transaction is expected to be relatively neutral to Valvoline’s adjusted diluted EPS in the first year and accretive over time.
Transaction Details

The transaction is anticipated to close in fiscal Q3 2025 subject to satisfaction of customary closing conditions and regulatory approvals. The purchase price is expected to be funded with a newly issued Term Loan B. Valvoline will pause its share repurchase activity and anticipates reaching a rating agency adjusted net leverage ratio of 2.5x – 3.5x within 24 months post-close.

Notes

Adjusted EBITDA is a non-GAAP pro forma measure for the twelve month period ended October 31, 2024 based upon reported results adjusted for certain normalizing and pro forma activity as a result of buy-side diligence.

Unaudited amount for the year ended December 28, 2024.