CVR Energy to buy two refineries and midstream assets from Marathon for $4.2 billion
Key Facts
Marathon Petroleum and MPLX announced a definitive agreement on November 3, 2026, to sell the St. Paul Park refinery in Minnesota and the Mandan refinery in North Dakota, along with related midstream assets, to CVR Energy. The companies set the total price at $4.2 billion, plus the value of inventory and subject to purchase price adjustments. The announcement said Marathon, or MPC, will receive $3.45 billion for the refining assets, excluding inventory, while MPLX will receive $750 million for the midstream assets. The deal also includes a marketing business serving up to 590 branded locations in the Upper Midwest and Northern Great Plains. The agreement will place the two refineries and related assets under CVR ownership once closing conditions are met.
The St. Paul Park refinery has crude processing capacity of about 105 thousand barrels per day, while Mandan has capacity of about 72 thousand barrels per day. According to an estimate attributed to Reuters, the deal will increase CVR’s crude processing capacity from about 207 thousand barrels per day before the acquisition to about 384 thousand barrels per day afterward. MPC, meanwhile, will continue to operate total refining capacity of about 2.8 million barrels per day after the sale is completed. These figures show the scale of the capacity moving to CVR, alongside the seller’s remaining broad refining base. MPLX’s midstream assets include an interest in a crude pipeline, storage capacity and three terminals. The sale announcement valued those assets at 9 times projected 2027 earnings before interest, taxes, depreciation and amortization.
The chief executive of MPC and MPLX said the company plans to reinvest the capital “primarily on the Gulf Coast,” while supporting MPLX’s growth in the Permian and Marcellus basins. The announcement thus set out a broad destination for the sale proceeds, split between reinvestment in the company’s Gulf Coast business and funding growth in MPLX’s assets in the two basins. The announcement did not describe the deal as a portfolio simplification, but tied the use of capital to these operating priorities. CVR also estimated future annual synergies from the deal at about $70 million. The material attributed to Reuters said the synergies are related mainly to general and administrative expenses, as well as commercial and operational opportunities. These estimated savings provide an additional component in CVR’s calculation of the deal’s value, alongside the increase in crude processing capacity and the marketing and midstream assets.
Trafigura said it will subscribe for $800 million of new CVR shares when the acquisition closes. It said its equity investment and commercial intermediary support related to the deal will total more than $1 billion. Trafigura will become the exclusive crude supplier and a crude trading intermediary for the acquired facilities. According to the company’s announcement, the arrangement links the financing of part of the acquisition with the provision of crude and commercial services to the refineries. Trafigura’s role adds to a deal structure combining asset purchases, equity financing, and supply and intermediary arrangements. The company’s participation remains contingent on completion of the acquisition, with the share subscription set for closing.
The deal is expected to close at the end of 2026, subject to customary closing conditions, including approval under the Hart-Scott-Rodino antitrust law. This means ownership of the refineries and related assets remains subject to the completion of regulatory and contractual procedures. In separate financial news, Marathon posted adjusted EBITDA of $11.7 billion in the third quarter of 2026, compared with $3.2 billion in the same quarter of 2025. MPC shares had closed at $430.39, MPLX shares at $58.94 and CVR Energy shares at $55.92 in the November 2, 2026, session, the session before the deal announcement. CVR was also scheduled to hold its third-quarter results call on November 3 at 10:00 a.m. Eastern time.