CVR Energy Prices 10,515,248 Shares at $47.55 to Fund Refinery Deal
Key Facts
On November 3, 2026, CVR Energy priced an underwritten public offering of 10,515,248 common shares at $47.55 per share to help fund its announced acquisition of two refineries and related marketing businesses. The company said it expects net proceeds of about $490 million after underwriting discounts and commissions. The offering includes an option for the underwriters to purchase additional shares, which could increase the number of shares issued if exercised in full. The capital raise is part of a broader financing package for a deal valued at about $4.2 billion, plus net working capital. The company also intends to use the funds to redeem senior notes due in 2028, in addition to financing the deal and paying related fees and expenses.
For 30 days, the underwriters may purchase up to 1,577,287 additional shares under the option, equal to 15% of the shares sold in the offering. This could increase the issue size beyond the shares priced in the announcement, with the decision to exercise the option resting with the underwriters. CVR estimates the base offering will generate net proceeds of about $490 million after discounts and commissions. The company says those funds will be combined with available cash and proceeds from other financing transactions. The financing will go toward the acquisition of the St. Paul Park and Mandan refineries and their affiliated marketing businesses, as well as redemption of the 5.750% notes due in 2028.
The acquisition financing plan includes $2.5 billion of committed secured financing, $500 million from the controlling shareholder and an $800 million investment from Trafigura, alongside available cash and offering proceeds. CVR disclosed that the acquisition is not conditioned on obtaining financing. This means closing remains subject to the deal’s conditions and approvals, rather than financing alone. Those conditions include the expiration or termination of waiting periods under the Hart-Scott-Rodino Act. Closing also requires written approval or non-objection to the transfer of the Mandan refinery’s hazardous-waste permit from the North Dakota Department of Environmental Quality.
The deal includes the St. Paul Park refinery in Minnesota, with capacity of 105,000 barrels per day, and the Mandan refinery in North Dakota, with capacity of 72,000 barrels per day, along with a marketing channel serving up to 590 branded locations. CVR estimated that the acquisition would increase its crude oil processing capacity from about 207,000 to about 384,000 barrels per day. The company said the target assets recorded EBITDA of about $1.2 billion in the twelve months ended September 30, 2026, under its accounting policies. On a pro forma basis for the nine months ended on the same date, the company estimated EBITDA of about $2.0 billion after the acquisition, compared with about $900 million on a standalone basis. It also estimated pro forma earnings per share for the period at $7.67 after the deal, versus $3.73 on a standalone basis, an increase of more than 105% before accounting for about $70 million in expected annual synergies.
In its disclosure on the deal, Chief Executive Dean Newman said the company expects the acquired assets to continue generating significant cash flow for at least the next twelve months, given the favorable market conditions at the time. CVR said the target refineries recorded an average utilization rate of 98% during 2023–2025, excluding turnaround maintenance periods. The acquisition would give the company a larger presence in refining and marketing, based on the capacities and locations it announced. However, post-deal earnings and capacity estimates remain pro forma until the transaction closes and the assets are integrated. Offering proceeds will be used according to the company’s announced plan, while CVR said it would allocate the net proceeds for general purposes if the deal does not close.
The offering is expected to close on November 5, 2026, subject to customary closing conditions, according to a CVR Energy statement. The company said the offering is not conditioned on completion of the acquisition, and the acquisition is not conditioned on closing the offering. In the stock market, CVI closed at $48.6 on November 3, 2026, according to EL7 data. The stock had closed at $57.07 on October 28, $56.82 on October 29, $58.37 on October 30, and $55.92 on November 2. These successive closes put the stock’s movement in the preceding days in the context of the pricing announcement session, without identifying the cause of the price change on their own.