CVR Energy Buys Two Marathon Petroleum Refineries for $4.2 Billion

CVR Energy agreed on November 3 to pay $4.2 billion, plus net working capital, for two Midcontinent refineries and a fuels marketing platform that Marathon Petroleum has been trying to shed. The 8-K filed with the SEC the same day sets the base cash price at exactly $4,200 million, with customary working capital adjustments at close.

The acquired plants, Marathon's 105,000-barrel-per-day St. Paul Park refinery in Minnesota and its 72,000-barrel-per-day Mandan refinery in North Dakota, together add 177,000 bpd of crude processing capacity to CVR's existing 207,000 bpd, according to a deal announcement reviewed by Oil & Gas Journal. That lifts CVR's pro forma throughput to roughly 384,000 bpd. The two sites averaged 98% utilization between 2023 and 2025, excluding scheduled maintenance, per CVR's disclosure.

The price tag looks defensible on trailing cash flow, at least at current crack spreads. Per the SEC 8-K, the acquired business generated approximately $1.2 billion in EBITDA for the twelve months ended September 30, 2026, adjusted to CVR's accounting policies. That implies a purchase multiple of roughly 3.5 times trailing EBITDA. CVR's own standalone EBITDA for the first nine months of 2026 ran about $900 million; the company projects that adding these assets on a pro forma basis would have pushed that figure to approximately $2 billion over the same period, according to the filing.

Funding is a patchwork. Per a Pulse2 report on the deal terms, CVR plans to use $2.5 billion in committed secured debt, a $500 million equity check from its controlling shareholder, and an $800 million preferred equity investment from Trafigura US Holdings, with the balance from cash on hand. The 10-Q filed alongside the earnings release shows Barclays leading a 364-day bridge facility of up to $2.5 billion as the debt backstop. Trafigura's role as an $800 million preferred investor also makes it, per the SEC filing, the exclusive crude supply and intermediation counterparty for the acquired refineries, subject to specified exceptions.

CVR posted Q3 net income of $563 million, up from $401 million a year earlier, in results released alongside the deal announcement, per an exhibit to the company's 8-K reviewed by ETL Newswire. Adjusted EBITDA for the quarter came in at $582 million.

Marathon receives $3.45 billion for the refining and marketing assets, while its MLP, MPLX LP, gets $750 million for midstream assets including crude pipeline interests, storage, and three terminals, according to Oil & Gas Journal's coverage of the announcement.

The deal is subject to regulatory clearance. CVR's board voted unanimously to approve it, and the company targets closing before December 31. Regulatory sign-off is the variable that matters most here: Midcontinent refining is already fairly consolidated, and the DOJ's current posture on energy M&A isn't a known quantity. CVR said in its 10-Q that there's no assurance the deal closes on the anticipated terms or timeline.

Annualized synergies from integrating the two facilities are projected at approximately $70 million, per Oil & Gas Journal, though CVR didn't detail how or when it expects to capture that figure.

Sources cited:
- CVR Energy 8-K (SEC EDGAR) (https://www.sec.gov/Archives/edgar/data/0001376139/000119312526444428/d87305dex991.htm)
- Oil & Gas Journal (https://www.ogj.com/general-interest/companies/news/55416182/cvr-energy-to-acquire-midcontinent-refineries-from-marathon-petroleum-in-42-billion-deal)
- CVR Energy 10-Q (SEC EDGAR) (https://www.sec.gov/Archives/edgar/data/0001376139/000137613926000043/cvi-20260930.htm)
- Pulse2 (https://pulse2.com/cvr-energy-to-acquire-marathon-petroleum-refineries-for-4-2-billion-and-add-177000-barrels-per-day-of-capacity/)
- CVR Energy Q3 Earnings 8-K (SEC EDGAR) (https://www.sec.gov/Archives/edgar/data/0001376139/000119312526444434/d897437dex991.htm)