CVR Energy agrees US$4.2bn deal for two Marathon refineries

Why CVR Energy, Inc. is buying Marathon Petroleum's St. Paul Park and Mandan refineries and related marketing business

CVR said the acquisition would raise its crude oil throughput capacity from about 207,000 to about 384,000 barrels a day and give it a footprint across the Upper Midwest and Northern Great Plains. The acquired business generated about US$1.2bn of EBITDA in the 12 months to 30 September 2026, and on a pro forma basis would have lifted CVR's nine-month EBITDA from about US$900m to about US$2.0bn. The company expects about US$70m of annual run-rate synergies, mainly in selling, general and administrative costs.

“We are thrilled to deliver on our plan to strategically grow and diversify our business.”Dane Neumann, President and Chief Executive Officer, CVR Energy

Deal terms and financing

CVR will pay about US$4.2bn plus net working capital. Funding comes from US$2.5bn of committed secured debt arranged by Barclays, Wells Fargo and Mizuho, a US$500m equity commitment from CVR's controlling shareholder, an US$800m equity investment from Trafigura US Holdings and cash on hand. A Trafigura affiliate will also enter long-term commercial arrangements with CVR subsidiaries. Marathon said it will receive US$3.45bn of the proceeds and its MPLX unit US$750m for the associated logistics assets.

Regulatory approvals and timing

CVR's board has unanimously approved the deal, which is subject to customary closing conditions and the expiry or termination of the Hart-Scott-Rodino waiting period. Both companies expect completion by the end of 2026.

Market context

Marathon said it intends to reinvest its share of the proceeds mainly on the Gulf Coast, while MPLX plans to redeploy its portion in the Permian and Marcellus basins. The two refineries averaged 98% utilisation from 2023 to 2025, excluding turnarounds, according to CVR.