Valvoline Inc.

08/12/2025 | Press release | Distributed by Public on 08/12/2025 05:04

Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on February 17, 2025, Valvoline Inc., a Kentucky corporation ("Valvoline"), OCI Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Valvoline ("Merger Sub"), OC Parent, L.P., a Delaware limited partnership ("HoldCo"), and OC IntermediateCo, Inc., a Delaware corporation and wholly-owned subsidiary of HoldCo ("OC IntermediateCo"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), providing for the merger of Merger Sub with and into OC IntermediateCo, with OC IntermediateCo surviving the merger as a wholly-owned subsidiary of Valvoline (the "Merger"). OC IntermediateCo, through its subsidiaries, owns and operates the Breeze Autocare business, including quick lube oil change stores operating under the Oil Changers brand.
As previously disclosed, on April 9, 2025, Valvoline and Greenbriar Equity Group, LP, parent of HoldCo, each received a Request for Additional Information and Documentary Material (the "Second Request") from the U.S. Federal Trade Commission (the "FTC") in connection with the FTC's review of the Merger. Valvoline continues to have constructive conversations with the FTC regarding a potential path forward to close the Merger.
To provide additional time to work through the Second Request process, on August 11, 2025, Valvoline, Merger Sub, HoldCo and OC IntermediateCo entered into the First Amendment to Agreement and Plan of Merger (the "Amendment") pursuant to which, among other things, the parties have agreed to extend the Termination Date set forth in the Merger Agreement to the later of (i) November 15, 2025 or (ii) the date of Closing, provided all Closing conditions have been satisfied on or prior to November 15, 2025. The Amendment also revises the date of Closing to the fifteenth day (or, if such date is not a business day, then the first succeeding business day thereafter) after all Closing conditions have been satisfied unless another date is agreed to by the parties.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein.
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