CVR Energy has agreed to buy two Marathon Petroleum refineries and a related marketing business for approximately $4.2 billion, in a deal that nearly doubles the Carl Icahn-controlled company’s refining footprint and brings commodities trader Trafigura in as a major investor.
Under the definitive agreement announced on Tuesday, November 3, CVR Energy will acquire Marathon’s St. Paul Park refinery in Minnesota and its Mandan refinery in North Dakota, along with Marathon’s related marketing business. Marathon will receive $3.45 billion for the two refineries, while its midstream subsidiary MPLX will receive $750 million for related infrastructure, Reuters reported.
What CVR is buying
The two refineries have a combined crude processing capacity of 177,000 barrels per day, according to Reuters. CVR said the acquisition would lift its total crude throughput capacity from about 207,000 to about 384,000 barrels per day, establishing its footprint across the Upper Midwest and Northern Great Plains and broadening its exposure to regional transport fuel demand.
The acquired business generated approximately $1.2 billion of EBITDA for the twelve months ended September 30, 2026, CVR said, reflecting what it described as current favourable market conditions. On a pro forma basis, the deal would have raised CVR’s EBITDA for the first nine months of 2026 from about $900 million standalone to about $2.0 billion.
How the deal is funded
CVR expects to fund the transaction, including related fees and expenses, from a combination of $2.5 billion of committed secured debt financing, a $500 million equity commitment from its controlling shareholder, an $800 million equity investment from Trafigura US Holdings, and cash on hand. Trafigura will invest in newly issued CVR shares for a minority stake, and an affiliate of Trafigura is entering long-term commercial arrangements with CVR subsidiaries. Reuters reported Trafigura will also become the exclusive crude supplier and trading intermediary for the acquired refineries and enter petroleum product offtake arrangements.
Barclays served as exclusive financial adviser to CVR Energy. The deal is expected to close by the end of 2026, according to Reuters.
Why Marathon is selling
Marathon announced the divestiture alongside third-quarter results that beat Wall Street estimates on stronger refining margins, Reuters reported. Selling the two refineries lets Marathon streamline its portfolio while CVR, controlled by investor Carl Icahn, scales up sharply in Midwestern refining.
What is not yet known
The announcements confirm the price, assets, funding mix and expected closing timeframe, but do not detail every closing condition or the exact per-refinery price split beyond the $3.45 billion refinery and $750 million midstream figures reported by Reuters. Those details may emerge in regulatory filings before closing.
Related coverage
Read Emadan’s earlier coverage of refining margins and energy earnings: https://emadan.store/exxon-chevron-q3-earnings-beat-refining-margins-surge/ and of recent oil price moves: https://emadan.store/oil-prices-fall-3-percent-trump-netanyahu-iran-diplomacy-november-2/
Frequently asked questions
Which refineries is CVR buying? Marathon’s St. Paul Park refinery in Minnesota and its Mandan refinery in North Dakota, plus the related marketing business.
How much is the deal worth? Approximately $4.2 billion plus net working capital, with $3.45 billion for the refineries and $750 million for related midstream infrastructure.
What is Trafigura’s role? Trafigura is investing $800 million in newly issued CVR shares for a minority stake and will become the exclusive crude supplier and trading intermediary for the acquired refineries.
When will the deal close? It is expected to close by the end of 2026, according to Reuters.
Sources
- CVR Energy / Business Wire announcement: https://www.businesswire.com/news/home/20261102533425/en/CVR-Energy-Announces-Transformative-Transaction-to-Acquire-2-Refineries-and-Marketing-Platform-From-Marathon-Petroleum
- Reuters: https://www.reuters.com/business/energy/marathon-beats-quarterly-estimates-sell-two-refineries-cvr-energy-2026-11-03/
