CVR Energy Inc. agreed to buy two Midwest refineries and a fuel-marketing network from Marathon Petroleum Corp. for about $4.2 billion, a deal that would nearly double the smaller refiner’s processing capacity just as fuel margins run unusually high.
CVR, which is controlled by Carl Icahn’s Icahn Enterprises, will acquire Marathon’s St. Paul Park refinery near Minneapolis and its Mandan plant in North Dakota, along with a marketing arm that supplies as many as 590 branded stations across the Upper Midwest and Northern Plains. The price excludes inventory and working capital, which will be added at closing. The companies announced the agreement Tuesday.
Who gets what
Marathon will collect $3.45 billion for the refining business, and its pipeline affiliate MPLX LP will receive $750 million for the crude pipeline interest, storage tanks and three terminals that serve the two plants. Marathon said the midstream piece was priced at about nine-fold forecast 2027 earnings before interest, taxes, depreciation and amortization, and that it would redeploy the money mainly into its Gulf Coast refining system and MPLX’s Permian and Marcellus operations. Even after the sale, Marathon will run roughly 2.8 million barrels a day of refining capacity, the largest system in the country.
For CVR, the deal lifts crude throughput to about 384,000 barrels a day from roughly 207,000 and moves the company beyond its existing plants in Kansas and Oklahoma. The acquired business generated about $1.2 billion of Ebitda in the 12 months through September, a figure CVR acknowledged reflects a strong market. On a pro forma basis, CVR said its earnings per share for the first nine months of 2026 would have more than doubled, to $7.67 from $3.73, before about $70 million a year of expected cost and commercial savings.
Financing with partners
CVR plans to pay with $2.5 billion of committed secured debt from Barclays, Wells Fargo and Mizuho, an $800 million equity investment from a Trafigura unit, a $500 million equity commitment from Icahn Enterprises and cash. Trafigura will also sign long-term commercial agreements with CVR. As part of the new financing, CVR’s notes due 2031 and 2034 will become secured alongside the new debt, and its 5.75% notes due 2028 will be redeemed.
Both boards approved the deal, which requires clearance under the Hart-Scott-Rodino antitrust law and is expected to close by the end of 2026. Barclays advised CVR. Goldman Sachs and Moelis advised Marathon, while RBC Capital Markets advised the conflicts committee of MPLX’s general partner.
