A recently finalized consent order from the Federal Trade Commission (FTC) illustrates how local the “relevant market” can be when assessing the potential competitive effects of a proposed corporate transaction, even one that is national in scope. In May 2026, the FTC announced it had finalized a consent order resolving antitrust concerns arising from a $625 million transaction in which Valvoline Inc. acquired approximately 200 quick-lube oil change outlets across the United States, requiring Valvoline to divest 45 stores to prevent anticompetitive effects in 25 local markets. The FTC’s market definition in this case is instructive for automotive industry participants when examining the impact of proposed dealership transactions on interbrand competition.

National Deal But Local Markets

In February 2025, Valvoline announced it would acquire approximately 200 quick-lube oil change stores operating primarily under the Oil Changers brand from a private equity firm in a $625 million cash deal. Because the transaction exceeded the $126.4 million premerger notification threshold then in effect under the Hart Scott Rodino (HSR) Act, the parties filed the required premerger notification with the FTC and U.S. Department of Justice (DOJ). Valvoline then reported in April 2025 the parties had received a “second request” from the FTC seeking additional documents and information so the agency could evaluate the competitive impact of the proposed transaction.

In November 2025, the FTC announced it would require Valvoline to divest 45 stores to a competitor, finding the transaction otherwise would violate Section 7 of the Clayton Act—which prohibits the acquisition of stock or assets where the effect “may be substantially to lessen competition, or to tend to create a monopoly”—as well as Section 5 of the FTC Act. Although the transaction was national in scope, the FTC assessed its potential competitive effects on a local level, alleging in its complaint that “[q]uick lube customers generally receive quick lube services within three to five miles of where they live, work, or regularly shop.”

Given this very local definition of the relevant geographic market, the FTC alleged that “[r]espondents and their franchisees currently operate quick lube outlets that compete head-to-head in 25 highly concentrated local markets;” that Valvoline would hold post-closing market shares of 50% or greater in these markets (with a merger to monopoly in one market) if the transaction were to go forward; and that this would make it “more likely that the prices of quick lube oil change services will increase and that the quality of quick lube oil change services will decrease” in the affected markets. In May 2026, the FTC announced it had finalized a consent order with Valvoline, and that the consent order would protect consumers “from higher prices for quick-lube oil changes and lower quality quick-lube oil change services in California, Kentucky, Idaho, Illinois, Indiana, Michigan, Washington and Wisconsin."

Lessons for the Auto Industry

While some large dealer group acquisitions—like the February 2025 purchase by Asbury Automotive of New England regional powerhouse Herb Chambers Companies—exceed the HSR reporting threshold and are subject to premerger notification filing requirements, a significant number of transactions for the sale of dealership assets fall below the HSR reporting threshold and are never reported to or reviewed by federal antitrust enforcement agencies.Those transactions are nevertheless subject to Section 7 of the Clayton Act, and where the effect of a transaction “may be substantially to lessen competition, or to tend to create a monopoly” in a particular market, that transaction is illegal.

The local market definition used by the FTC in the recent Valvoline transaction may be instructive to auto industry participants in evaluating the potential competitive effects of transactions for the sale of dealership assets. A manufacturer, for example, might consider whether a proposed buyer of dealership assets already represents one or more interbrand competitors in the same geographic market, and if so, whether the effect of the proposed transaction may be substantially to lessen competition in that market. While some state dealer statutes impose certain limits on the ability of manufacturers to review and consider the qualifications of a buyer candidate, those state dealer statutes do not (and cannot) exempt those transactions from the restrictions imposed by Section 7 of the Clayton Act. Moreover, the FTC and DOJ do not have exclusive authority to bring actions to enforce Section 7 of the Clayton Act; a private right of action is available under the Clayton Act, and a court can award injunctive relief to prevent potential harm to competition, where appropriate.