CVR Energy to buy two Marathon refineries for $4.2 billion

CVR Energy announced on Tuesday that it signed a definitive agreement with Marathon Petroleum subsidiaries to buy two refineries and a marketing business. The total purchase price for the refineries and marketing business is approximately $4.2 billion.

In the Business Wire release, CVR Energy referred to the assets as the "Acquired Business" and the deal as the "Acquisition". The agreement would move the St. Paul Park, Minnesota, and Mandan, North Dakota, refineries and the related marketing platform from the Marathon subsidiaries to CVR Energy. The acquisition involves two refineries. The related marketing business is included in the acquired assets.

CVR Energy trades on the New York Stock Exchange under the symbol CVI, and Marathon Petroleum trades under the symbol MPC, according to the release. The announcement was made from Sugar Land, Texas.

Update, November 3, 2026

In an 8-K filed Tuesday, CVR Energy said the deal is expected to close by the end of 2026 and that the $4.2 billion price is a base cash amount subject to working capital and other adjustments. The company expects to fund the acquisition with $2.5 billion of committed secured debt, an $800 million preferred stock investment from Trafigura US Holdings, and a commitment of up to $500 million from American Entertainment Properties, an Icahn Enterprises subsidiary. CVR Energy subsidiaries also entered long-term commercial agreements with a Trafigura affiliate: Trafigura will buy the initial crude and feedstock inventories at the two refineries and serve as exclusive crude supply counterparty, while CVR keeps refining margin exposure. The purchase agreement includes reverse termination fees for CVR of up to $252 million for a willful breach or qualifying financing failure.