CVR Energy has agreed to purchase two refineries from a Marathon Petroleum subsidiary for approximately $4.2 billion plus net working capital, the company announced on November 3. The transaction will increase CVR's crude processing capability from roughly 207,000 barrels per day to about 384,000 bpd, effectively doubling the company's refining footprint. The deal includes facilities in St. Paul Park, Minnesota, and Mandan, North Dakota, along with a marketing network that spans up to 590 branded gas stations across the Midwest and Northern Great Plains.
The St. Paul Park refinery can process 105,000 barrels per day of crude oil, while the Mandan facility handles 72,000 bpd, according to the announcement. The acquired assets generated about $1.16 billion in EBITDA over the trailing twelve months ending September 30, 2026. On a pro forma basis for the first three quarters of 2026, combined EBITDA would reach approximately $2 billion, compared to roughly $900 million on a standalone basis. Pro forma earnings per share for the same period would climb to $7.67 from $3.73 standalone—an increase of more than 105%—excluding expected synergies. The two refineries have averaged 98% utilization from 2023 to 2025, excluding turnaround periods, and carry an average complexity rating of about 7.8.
CVR Energy expects to realize roughly $70 million in annual synergies from the combination, the company stated. The acquisition will be financed through $2.5 billion in secured debt, a $500 million equity commitment from its controlling shareholder, an $800 million equity investment from Trafigura US Holdings, and the company's own cash reserves. Separately, CVR has launched a $750 million equity offering, issuing $500 million in new shares while IEP Energy Holding, an indirect subsidiary of Icahn Enterprises, will sell $250 million in shares. Proceeds from the offering will fund the acquisition, redeem the company's 5.750% senior notes due 2028, and cover related expenses.
Markets reacted negatively to the announcement despite strong third-quarter results reported the same day. CVR shares dropped as much as 11.7% to $49.37 on the New York Stock Exchange, cutting the company's market value to about $5 billion. The company posted net income of $570 million, or $5.67 per share, for the quarter—up from $374 million, or $3.72 per share, a year earlier—while adjusted earnings per share of $4.00 far surpassed analysts' estimate of $2.46. Revenue jumped 69% to $3.28 billion and adjusted EBITDA reached $582 million. Investor Carl Icahn controls approximately 71% of CVR through his entities, and the deal positions the company as the seventh-largest publicly traded refiner in the United States, trailing industry leaders such as Marathon Petroleum, Valero Energy, and Phillips 66. The transaction is expected to close by year-end 2026, subject to customary closing conditions and regulatory approval, though investor concerns center on the added debt burden, equity dilution from the share sale, and the possibility that refining margins have reached a cyclical peak.