CVR Energy has agreed to acquire two US refineries and associated marketing assets from Marathon Petroleum for a consideration of about $4.2bn plus net working capital.
The agreement covers the St. Paul Park facility in Minnesota and the Mandan plant in North Dakota, along with a marketing platform.
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The two refineries have a combined crude oil processing capacity of 177,000 barrels per day (bpd), with St. Paul Park operating at 105,000bpd and Mandan at 72,000bpd.
Together, they would increase CVR Energy’s crude oil throughput capacity from 207,000bpd to approximately 384,000bpd.
The marketing business supplies up to 590 locations across Upper Midwest and Northern Great Plains.
The transaction also includes midstream infrastructure, which includes crude oil pipeline interests, storage, and three terminals.
Marathon will receive $3.45bn for the refining assets, excluding inventory value, while its midstream subsidiary, MPLX, is receiving $750m for related midstream assets.
The deal remains subject to customary closing conditions and regulatory approvals, including antitrust review under the Hart-Scott-Rodino Act. It is expected to close by the end of 2026.
CVR Energy reported that, for the 12 months ending 30 September 2026, the acquired business generated around $1.2bn in earnings before interest, taxes, depreciation, and amortisation (EBITDA), reflecting favourable market conditions and adjusted for CVR Energy’s accounting standards.
CVR Energy president and CEO Dane Neumann said: “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 $1.1bn 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 12 months.”
If the transaction had taken place for the nine-month period to 30 September 2026, CVR Energy’s EBITDA would have risen from $900m to $2bn on a pro forma basis.
Pro forma earnings per share for the period would have increased from $3.73 to $7.67 per share, representing an accretion of over 105%.
To finance the purchase, CVR Energy said it will use a mix of $2.5bn in secured debt, a $500m equity commitment from its controlling shareholder, an $800m equity investment from Trafigura US, and existing cash.
Trafigura has also agreed to become the exclusive crude oil supplier and intermediation counterparty to the acquired sites and will enter into petroleum product offtake arrangements.
CVR Energy stated that the refineries averaged 98% utilisation from 2023 to 2025 under Marathon’s ownership, excluding scheduled maintenance periods.
Barclays is acting as the sole financial adviser to CVR Energy, with legal support provided by Vinson & Elkins and Proskauer Rose.
Debt financing for part of the transaction is being arranged by Barclays, Wells Fargo, and Mizuho, who have committed the necessary funds.
Marathon received financial advice from Goldman Sachs & Co, strategic advice from Moelis & Company and legal counsel from Jones Day.
