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Transformative increase to its asset portfolio, nearly doubling refining capacity
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Expands and diversifies its footprint with high-quality refineries in new distribution areas
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Synergistic marketing business is anticipated to provide margin uplift across integrated platform
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Improved positioning for potential future acquisitions and margin improvement opportunities
SUGAR LAND, Texas, November 03, 2026–(BUSINESS WIRE)–CVR Energy, Inc. (NYSE: CVI) (“CVR Energy”) today announced that it has entered into a definitive agreement with subsidiaries of Marathon Petroleum Corporation (NYSE: MPC) (“Marathon”) under which CVR Energy would acquire (the “Acquisition”) Marathon’s St. Paul Park, Minnesota and Mandan, North Dakota refineries, along with Marathon’s related marketing business (collectively, the “Acquired Business”), for a total purchase price of approximately $4.2 billion, plus net working capital.
The Acquired Business generated approximately $1.2 billion of EBITDA reflecting current favorable market conditions for the trailing twelve months ended September 30, 2026, when adjusted for CVR Energy’s accounting policies. For the nine months ended September 30, 2026, the Acquisition would have increased CVR Energy’s EBITDA from approximately $900 million, on a stand-alone basis, to approximately $2.0 billion, on a pro forma basis. Additionally, earnings per share for the nine months ended September 30, 2026 would have increased from $3.73 per share, on a stand-alone basis, to $7.67 per share, on a pro forma basis, an accretion in earnings per share of over 105% for stockholders. These figures do not include approximately $70 million in estimated future annual run-rate synergies, primarily relating to Selling, General, & Administrative (“SG&A”) expenses and commercial and operational opportunities.
“We are thrilled to deliver on our plan to strategically grow and diversify our business. We are acquiring 2 well-maintained, highly productive refineries from Marathon that have generated more than $1.1 billion of EBITDA for the first nine months of 2026. In light of current favorable market conditions, we expect the Acquired Business to continue to generate substantial cash flows over at least the next twelve months,” said Dane Neumann, President and Chief Executive Officer of CVR Energy. “Marathon has been an excellent steward of these high-quality assets, and we look forward to welcoming the hardworking employees at these facilities into the CVR Energy family. Looking ahead, with a larger and stronger asset portfolio, we believe CVR Energy is well-positioned to deliver more durable cash flow through the cycle, provide meaningful commercial and operational synergies and significant per share accretion, strengthening CVR Energy’s position while serving as a platform for future growth.”
Transaction Terms
Under the terms of the purchase agreement, CVR Energy would acquire:
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St. Paul Park Refinery: 105,000 barrel-per-day refinery in St. Paul Park, Minnesota;
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Mandan Refinery: 72,000 barrel-per-day refinery in Mandan, North Dakota; and
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Marketing Business: Integrated marketing channel supplying up to 590 branded locations across the Upper Midwest and Northern Great Plains regions.
CVR Energy’s Board of Directors has unanimously approved the transaction, which is expected to close by the end of 2026. The transaction is subject to customary closing conditions and regulatory clearance, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Strategic and Financial Benefits
This transaction is expected to:
Deliver a Transformative Increase in Scale and Scope. The acquisition would increase CVR Energy’s crude oil throughput capacity from approximately 207,000 to approximately 384,000 barrels per day while establishing its footprint across the Upper Midwest and Northern Great Plains regions, diversifying CVR Energy’s asset portfolio and broadening its exposure to regional transportation fuel demand. By increasing both the scale and scope of CVR Energy’s asset base, the acquisition would position CVR Energy to significantly grow its earnings.
Add High-Quality, Well-Maintained Assets. The refineries have an average complexity of approximately 7.8. Under Marathon’s ownership, the refineries had strong operating records, averaging 98% utilization from 2023 to 2025, excluding turnarounds.
Add an Established, Synergistic Marketing Business. The marketing business is expected to increase margin optimization opportunities across CVR Energy’s entire platform by introducing new distribution channels while creating a base for expansion of CVR Energy’s existing footprint. Product distribution for gasoline, ultra-low sulfur diesel, jet fuel and asphalt is balanced between local rack sales and wholesale channels, and the business’s high blending capacity reduces exposure to volatile renewable identification number (“RIN”) costs, decreasing compliance outlay.
Create More Durable and Diversified Earnings on an Expanded Platform for Growth. A larger, more diversified asset base is expected to support consistent free cash flow generation through the cycle and reduce the inherent volatility of CVR Energy’s existing, smaller refining system. Increased production capacity is expected to produce sustainable capital returns and greater balance sheet flexibility, along with a larger platform for future expansion opportunities.
Deliver Accretion and Synergies. The transaction is expected to significantly enhance earnings and cash flow from operations per share before synergies. CVR Energy expects approximately $70 million of annual run-rate SG&A and commercial and operational synergies.
Improve Competitive Positioning. A larger platform strengthens CVR Energy’s strategic reach and position, adding new geographies including the Upper Midwest and Northern Great Plains regions.
Financing and Capital Structure
CVR Energy expects to fund the transaction, including related fees and expenses, from a combination of $2.5 billion of committed secured debt financing, a $500 million equity commitment from our controlling shareholder, an $800 million equity investment from Trafigura US Holdings, Inc. (“Trafigura”) and cash on hand. An affiliate of Trafigura is also entering into long-term commercial arrangements with CVR Energy subsidiaries. In connection with the new secured financing, CVR’s existing 7.500% Senior Notes due 2031 and 7.875% Senior Notes due 2034 will become secured on an equal and ratable basis with the new secured debt, and CVR’s existing 5.750% Senior Notes due 2028 will be redeemed.
Advisors
Barclays serves as exclusive financial advisor to CVR Energy, and Vinson & Elkins and Proskauer Rose LLP serve as legal counsel. Barclays, Wells Fargo and Mizuho are providing fully committed debt financing for a portion of the acquisition consideration.
Conference Call and Webcast
CVR Energy previously announced that it will host its third quarter 2026 Earnings Conference Call on Tuesday, November 3, 2026, at 10 a.m. Eastern. The Earnings Conference Call will also include discussion of Company developments including the potential transaction, forward-looking information and other material information about business and financial matters.
The third quarter 2026 Earnings Conference Call
Source: finance.yahoo.com — article syndicated from the publisher’s feed; all rights remain with the original publisher.
