CVR Energy to Buy Two Marathon Refineries in $4.2 Billion Deal

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Marathon Petroleum Corporation and MPLX LP announced on Tuesday, November 3, that they have entered into a definitive agreement to sell the St. Paul Park refinery in Minnesota and the Mandan refinery in North Dakota, with related midstream assets, to CVR Energy, Inc. for $4.2 billion, plus inventory value and subject to adjustments, the companies said in a joint press release through PR Newswire. Marathon Petroleum will receive $3.45 billion for the refining assets, excluding inventory, and MPLX $750 million for the midstream assets. Closing is expected at the end of 2026, subject to customary conditions, including Hart-Scott-Rodino clearance, and Reuters reported the agreement on Tuesday.

The two refineries give CVR Energy a combined 177,000 barrels per calendar day of capacity — 105,000 at St. Paul Park and 72,000 at Mandan, according to the release — and the midstream assets include a pipeline interest, storage and three terminals. CVR Energy said the deal would lift its throughput to about 384,000 barrels a day from 207,000, as reported by the Oil & Gas Journal from its announcement, which also covers a related fuels marketing business.

For Marathon Petroleum, the sale is a portfolio move rather than an exit from refining. Maryann Mannen, its chairman, president and chief executive officer, said the company intends to reinvest the proceeds primarily in the Gulf Coast and to support MPLX’s growth in the Permian and Marcellus basins, according to the release. After the sale it will still run a refining system of about 2.8 million barrels per calendar day, and the deal was unanimously approved by both boards. Readers following deals of this kind on our Corporate America desk will recognise a large refiner concentrating capital where it sees the strongest returns.

Trafigura said in its own November 3 press release that it will subscribe for $800 million of new CVR Energy shares, taking a minority stake at the closing, and that after closing its trading arm will become the exclusive crude oil supplier to the two refineries, taking its combined support above $1 billion. CVR Energy also announced on November 3 a $750 million stock offering, $500 million from the company and $250 million from a selling stockholder affiliated with its controlling stockholder, Icahn Enterprises, to help fund the acquisition. A change of ownership does not by itself change the crude market the refineries buy from, which is why what drives oil prices still runs through supply, inventories and demand.

The agreement has been signed, not completed, and closing remains subject to the regulatory clearance and conditions the companies listed.

Educational coverage — not tax or investment advice.