CVR Energy to Acquire Two Marathon Refineries and Marketing Business in $4.2 Billion Deal
CVR Energy, Inc. (NYSE: CVI) has entered into a definitive agreement with subsidiaries of Marathon Petroleum Corporation (NYSE: MPC) to acquire two refineries and an associated marketing business for approximately $4.2 billion, plus net working capital. The proposed transaction represents a major expansion of CVR Energy’s refining capacity and commercial presence across the Upper Midwest and Northern Great Plains regions of the United States.
Under the agreement, CVR Energy would acquire Marathon’s St. Paul Park refinery in Minnesota, its Mandan refinery in North Dakota, and the related marketing business. The transaction is expected to expand the company’s refining operations, strengthen its distribution network and provide additional opportunities to improve earnings and cash flow.
The acquired business generated approximately $1.2 billion in adjusted EBITDA for the trailing twelve months ended September 30, 2026, reflecting favorable market conditions and adjustments for CVR Energy’s accounting policies. During the first nine months of 2026, the acquired assets generated more than $1.1 billion in EBITDA.
The financial impact of the proposed acquisition is expected to be substantial. For the nine months ended September 30, 2026, CVR Energy reported approximately $900 million in EBITDA on a standalone basis. Including the acquired operations, the company’s pro forma EBITDA would have increased to approximately $2.0 billion.
The transaction would also have increased earnings per share from $3.73 on a standalone basis to $7.67 on a pro forma basis for the same nine-month period. This represents an improvement of more than 105% for shareholders, before accounting for anticipated synergies. CVR Energy estimates that the acquisition could generate approximately $70 million in annual run-rate synergies through reductions in selling, general and administrative expenses, as well as commercial and operational improvements.
Dane Neumann, President and Chief Executive Officer of CVR Energy, said the acquisition represents an important step in the company’s strategy to expand and diversify its operations. He highlighted the opportunity to acquire two productive and well-maintained refineries that have delivered significant financial contributions under Marathon’s ownership.
Neumann noted that current market conditions provide an opportunity for the acquired assets to generate substantial cash flows over at least the next twelve months. He also recognized Marathon’s management of the facilities and expressed the company’s intention to welcome their employees into the CVR Energy organization.
According to Neumann, the expanded asset portfolio is expected to support more consistent cash generation throughout different market cycles. The additional facilities and marketing operations are also expected to create commercial and operational synergies, improve earnings per share and provide a stronger foundation for future growth.
Details of the Acquisition
The proposed transaction includes three principal components that will expand CVR Energy’s refining and marketing operations.
The first asset is the St. Paul Park Refinery, located in St. Paul Park, Minnesota. The facility has a processing capacity of approximately 105,000 barrels of crude oil per day. Its location provides CVR Energy with an expanded presence in the Minnesota market and access to regional transportation fuel demand.
The second asset is the Mandan Refinery in Mandan, North Dakota. The refinery has a capacity of approximately 72,000 barrels per day and will add further processing capabilities to CVR Energy’s existing refining system.
The third component is Marathon’s related marketing business, which operates an integrated distribution channel supplying up to 590 branded locations throughout the Upper Midwest and Northern Great Plains. This business will provide additional outlets for refined products and create opportunities to coordinate production, distribution and sales across the expanded company platform.
CVR Energy’s Board of Directors has unanimously approved the proposed acquisition. The transaction is expected to close by the end of 2026, subject to customary closing conditions and required regulatory approvals.
One of the regulatory requirements involves the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Completion will depend on the satisfaction of these conditions and the necessary clearances.
Expansion of Refining Capacity and Geographic Reach
The acquisition is expected to significantly increase CVR Energy’s overall operating scale. Its crude oil throughput capacity would rise from approximately 207,000 barrels per day to approximately 384,000 barrels per day following completion.
This increase would strengthen the company’s position in the U.S. refining industry while expanding its geographic footprint into additional markets. The Upper Midwest and Northern Great Plains offer access to regional transportation fuel demand and provide opportunities to diversify the company’s exposure across different markets.
The expanded refining network is also expected to improve CVR Energy’s ability to manage production and distribution activities. By operating a larger group of facilities, the company expects to benefit from improved commercial coordination and greater flexibility in responding to changing market conditions.
Well-Maintained Refinery Assets
The two refineries being acquired have an average complexity rating of approximately 7.8, reflecting their processing capabilities and operational characteristics.
Under Marathon’s ownership, the facilities demonstrated strong operating performance. Between 2023 and 2025, the refineries achieved average utilization of approximately 98%, excluding scheduled turnaround periods.
These operating records provide an established foundation for CVR Energy as it prepares to integrate the facilities into its existing refining portfolio. The company expects the refineries to contribute additional production capacity and support its efforts to improve operational efficiency.
Marketing Business and Commercial Opportunities
The acquired marketing platform is expected to provide additional commercial opportunities across CVR Energy’s expanded operations. Its established distribution network will introduce new sales channels and create opportunities to increase the value of products manufactured at the company’s refineries.
The business distributes several refined petroleum products, including gasoline, ultra-low sulfur diesel, jet fuel and asphalt. Its distribution activities are balanced between local rack sales and wholesale channels, providing access to different customer groups and regional markets.
Another important feature is its high blending capacity, which is expected to reduce exposure to fluctuations in renewable identification number (RIN) costs. This capability could help lower regulatory compliance expenses and provide greater flexibility in managing the economics of fuel production and distribution.
The marketing network is also expected to support margin optimization across CVR Energy’s entire refining platform. By combining production capabilities with additional distribution channels, the company anticipates opportunities to improve product placement and commercial performance.
Financial Benefits and Expected Synergies
CVR Energy expects the larger and more diversified business to generate more durable earnings and free cash flow throughout different refining market cycles. The addition of two refineries is expected to reduce the concentration and volatility associated with its existing smaller refining system.
The increased production capacity could also strengthen the company’s ability to generate capital returns while improving balance sheet flexibility. A broader operating platform may provide additional opportunities to pursue future investments and expansion initiatives.
In addition to the projected improvement in EBITDA and earnings per share, CVR Energy anticipates approximately $70 million in annual run-rate synergies. These benefits are expected to come primarily from lower selling, general and administrative expenses and opportunities to improve commercial and operational activities.
The company expects the acquisition to enhance earnings and operating cash flow per share even before these synergies are realized. The additional efficiencies could provide further financial benefits as the integration process progresses.
Strengthening CVR Energy’s Long-Term Position
The proposed $4.2 billion transaction marks a significant expansion of CVR Energy’s refining and marketing operations. By adding the St. Paul Park and Mandan refineries alongside an established network of up to 590 branded locations, the company would substantially increase its production capabilities and regional market presence.
The acquisition is expected to provide greater operating scale, diversified revenue opportunities and improved commercial flexibility. It would also create a larger platform for managing market conditions, optimizing product distribution and pursuing additional growth opportunities.
With its board approval secured and closing anticipated by the end of 2026, CVR Energy is moving forward with a transaction designed to reshape the scale and geographic reach of its business. Final completion remains subject to regulatory clearance and customary closing requirements.
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