CVR Energy, Inc. has announced that it has entered into a definitive agreement with subsidiaries of Marathon Petroleum Corp. under which CVR Energy would acquire Marathon’s St. Paul Park, Minnesota, and Mandan, North Dakota refineries, both in the US, along with Marathon’s related marketing business, for a total purchase price of approximately US$4.2 billion, plus net working capital.

The Acquired Business generated approximately US$1.2 billion of EBITDA reflecting current favourable market conditions for the trailing 12 months ended 30 September 2026, when adjusted for CVR Energy’s accounting policies. For the nine months ended 30 September 2026, the acquisition would have increased CVR Energy’s EBITDA from approximately US$900 million, on a stand-alone basis, to approximately US$2.0 billion, on a pro forma basis. Additionally, earnings per share for the nine months ended 30 September 2026 would have increased from US$3.73 per share, on a stand-alone basis, to US$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 US$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 two well-maintained, highly productive refineries from Marathon that have generated more than US$1.1 billion of EBITDA for the first nine months of 2026. In light of current favourable 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:

  • St. Paul Park Refinery: 105 000 bpd refinery in St. Paul Park, Minnesota, US.

  • Mandan Refinery: 72 000 bpd refinery in Mandan, North Dakota, US.

  • 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.

For the full breakdown of the transaction, see the original release here.