CVR Energy Acquisition of Marathon Refineries

CVR Energy announced on November 3, 2026, that it entered a definitive agreement to acquire Marathon Petroleum’s St. Paul Park, Minnesota, and Mandan, North Dakota, refineries. The deal expands CVR’s refining footprint following third-quarter results that showed sharply higher profits amid stronger refining margins.

Deal Terms, Approvals, and Financing

CVR Energy (CVI) agreed to acquire Marathon Petroleum’s (MPC) St. Paul Park and Mandan refineries, related midstream assets, and a regional marketing platform for approximately $4.2 billion, plus net working capital and customary purchase-price adjustments, according to a company release. The two refineries have a combined crude-processing capacity of 177,000 barrels per day (bpd), with St. Paul Park at 105,000 bpd and Mandan at 72,000 bpd. The marketing platform supplies up to 590 branded locations.

A separate Marathon and MPLX release detailed that MPLX will transfer related midstream infrastructure for $750 million, while Marathon will receive $3.45 billion for the refining assets, excluding inventory value. The parties executed an Equity and Asset Purchase Agreement on November 2, 2026. The transaction is expected to close by December 31, 2026, subject to expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and customary closing conditions.

CVR reported third-quarter 2026 net income attributable to shareholders of $570 million, or $5.67 per diluted share; adjusted earnings per diluted share were $4.00, and adjusted EBITDA, a proxy for operating profit, was $582 million. Marathon reported third-quarter net income attributable to MPC of $7.4 billion, or $26.59 per diluted share, with adjusted EBITDA of $11.7 billion. Both companies’ results reflected stronger refining margins.

CVR’s filing summary identified financing plans tied to the deal, including roughly $2.5 billion of senior secured debt or a 364-day bridge facility, an $800 million private-equity placement, up to $500 million of affiliate equity financing, and an amendment adding $550 million of revolving-credit commitments. CVR President and Chief Executive Dane Neumann said the company "remains optimistic about the near-term outlook while we seek to close on our transformative transaction with Marathon Petroleum by the end of the year."

Industry reports estimate the acquisition will raise CVR’s crude-throughput capacity from about 207,000 bpd to roughly 384,000 bpd and cited annual run-rate synergies of approximately $70 million. If completed, the deal will materially expand CVR’s regional refining scale and hinge on multi-billion-dollar financing that will shape the company’s leverage and earnings accretion prospects.