CVR Energy Buys Marathon's Mandan and St. Paul Park Refineries for $4.2 Billion, Nearly Doubling Throughput

CVR Energy (NYSE: CVI) agreed on November 2 to buy Marathon Petroleum's St. Paul Park, Minnesota, and Mandan, North Dakota, refineries for a $4.2 billion base price plus working capital. The two plants hold 177,000 barrels per day (bpd) of capacity and supply up to 590 branded locations across the Upper Midwest and Northern Great Plains. CVR expects to close by the end of 2026. Marathon's quarterly filing also targets the fourth quarter, subject to regulatory approvals.

What CVR Energy Is Buying From Marathon

The package includes the 105,000 bpd St. Paul Park refinery, the 72,000 bpd Mandan refinery, and the associated wholesale marketing and logistics assets. CVR's pro forma filing adds a 17% interest in each of Minnesota Pipe Line Company, LLC and MPL Investments, Inc. CVR reports average complexity of 7.8 and utilization of 98% from 2023 to 2025, excluding turnarounds. Output covers gasoline, ultra-low sulfur diesel, jet fuel and asphalt.

CVR's own crude throughput is 207,000 bpd, which would rise to 384,000 bpd after closing. The acquired plants would make up 46% of the combined system. Pro forma EBITDA for the first nine months of 2026 would reach $2.02 billion, against $913 million for CVR alone. CVR also cites $70 million of annual run-rate synergies, which it excludes from those figures.

The Price Math: $23,729 Per Daily Barrel

Dividing the $4.2 billion base price by 177,000 bpd gives $23,729 per barrel per day of capacity. Adding the working capital consideration, CVR's preliminary total cash outlay is $4,969 million, or $28,073 per daily barrel. Against trailing twelve month EBITDA of $1,158 million, the base price is a 3.6x multiple. Base price recovery would take 3.6 years if that earnings rate holds.

The timing of those earnings shapes how the multiple reads. The acquired business earned $1,106 million of EBITDA in the first nine months of 2026, out of $1,158 million for the twelve months to September 30. That leaves $52 million for the fourth quarter of 2025, so 95.5% of the trailing figure came from 2026.

CVR's pro forma filing shows the same swing at the combined level. Operating income was $444 million for 2025 and $1,594 million for the nine months ended September 30, 2026. The multiple therefore depends on how long the 2026 margin environment lasts.

Who Funds the Deal: Icahn, Trafigura and Three Banks

CVR's controlling shareholder, Icahn Enterprises, commits up to $500 million of equity. Trafigura US Holdings adds an $800 million equity investment and will enter long-term commercial arrangements with CVR subsidiaries. Barclays, Wells Fargo and Mizuho have committed $2.5 billion of secured debt. CVR will also raise its asset-based facility commitments to $1.1 billion and draw $225 million.

Oil Authority's arithmetic on the filing puts pro forma long-term debt and finance leases at $4,261 million, against $1,769 million on the historical balance sheet. CVR will redeem its $183 million of 5.750% notes due 2028. Its 7.500% notes due 2031 and 7.875% notes due 2034 become secured on an equal and ratable basis.

Marathon's Second Exit From St. Paul Park

Marathon Petroleum has sold St. Paul Park before. In October 2010, it sold the 74,000 bpd refinery, terminals, pipeline interests and 166 SuperAmerica stores to Northern Tier Energy, formed by Acon Investments and TPG Capital, for $900 million, according to Oil & Gas Journal. Marathon regained the plant through its 2018 Andeavor acquisition.

Two things differ now. The plant is 105,000 bpd rather than 74,000 bpd, and the buyer is a refiner rather than a private equity vehicle. The 2010 price works out to $12,162 per daily barrel, but it included retail stores, so the comparison with $23,729 is not like for like.

Marathon's September 30 10-Q lists a St. Paul Park and Mandan disposal group that it does not present as discontinued operations. Our earlier coverage of Chevron and ExxonMobil third quarter refining profit per barrel tracked refining margins at the two supermajors. See also our profile of Marathon Petroleum.