CVR to buy Marathon’s 177,000-bpd refinery pair for $4.2bn

CVR Energy has agreed to buy two Marathon Petroleum refineries for about $4.2 billion plus net working capital, adding 177,000 bpd of U.S. refining capacity if the deal closes by year-end 2026.

What is CVR buying?

At St. Paul Park in Minnesota, the 105,000-bpd facility and the 72,000-bpd Mandan plant in North Dakota give CVR 177,000 bpd of combined crude oil processing capacity.

The package also includes an associated marketing platform that supplies up to 590 locations across the Upper Midwest and Northern Great Plains.

The midstream assets comprise crude oil pipeline interests, storage and three terminals. They sit inside the same sale as the refineries.

Marathon will receive $3.45 billion for the refining assets, excluding inventory value. Its midstream subsidiary, MPLX, will receive $750 million for the related midstream assets.

The transaction combines refining, marketing and midstream assets under one agreement.

How much bigger will the system be?

The acquisition would raise CVR Energy’s crude oil throughput capacity from 207,000 bpd to approximately 384,000 bpd. St. Paul Park and Mandan contribute the full 177,000-bpd addition.

CVR 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.”

CVR said the refineries averaged 98% utilization from 2023 through 2025 under Marathon’s ownership, excluding scheduled maintenance periods. That record supports the company’s description of the plants as productive and well maintained.

The operating case rests on high recent utilization and the scale of the two refineries.

What do the earnings show?

CVR reported that the acquired business generated around $1.2 billion in earnings before interest, taxes, depreciation and amortization for the 12 months ending Sept. 30, 2026. The figure reflected favorable market conditions and was adjusted for CVR Energy’s accounting standards.

If the transaction had closed for the nine months ended Sept. 30, 2026, CVR said pro forma EBITDA would have increased from $900 million to $2 billion. Pro forma earnings per share would have risen from $3.73 to $7.67, an increase of more than 105%.

“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,” Neumann said.

The EPS and EBITDA changes are pro forma rather than post-closing results, while the cash-flow claim remains management’s expectation.

How is the purchase financed?

CVR said it will use this mix to finance the purchase:

• $2.5 billion in secured debt.
• A $500 million equity commitment from CVR’s controlling shareholder.
• An $800 million equity investment from Trafigura US.
• Existing CVR 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.

Barclays, Wells Fargo and Mizuho are arranging the debt financing and have committed the necessary funds.

The funding mix combines secured borrowing, two equity commitments and cash on hand.

Who is advising the transaction?

Barclays is acting as the sole financial adviser to CVR Energy, with Vinson & Elkins and Proskauer Rose providing legal support.

Goldman Sachs & Co advised Marathon financially, Moelis & Company provided strategic advice, and Jones Day served as legal counsel.

Each side has retained financial and legal advisers, while Moelis provides Marathon with strategic advice.

What has to happen next?

The deal remains subject to customary closing conditions and regulatory approvals, including antitrust review under the Hart-Scott-Rodino Act. The expected closing window is the end of 2026.

The next hard markers are Hart-Scott-Rodino clearance, completion by end-2026 and the operating margin needed to support Neumann’s cash-flow expectation. Until approvals are secured, the added 177,000 bpd remains prospective rather than operational.