CVR Energy to acquire Midcontinent refineries from Marathon Petroleum in $4.2-billion deal
Key Highlights
- The transaction includes MPC’s 105,000-b/d St. Paul Park refinery and 72,000-b/d Mandan refinery, plus associated logistics assets and fuels marketing operations.
- MPC will receive $3.45 billion for refining and marketing assets, while MPLX will receive $750 million for midstream assets.
- CVR expects the acquired assets to broaden its regional reach and deliver about $70 million per year in run-rate synergies.
- MPC and MPLX expect to redeploy proceeds primarily to the Gulf Coast and to support MPLX growth in the Permian and Marcellus basins.
CVR Energy Inc., Sugar Land, Tex., has agreed to acquire from Marathon Petroleum Corp. (MPC) and MPLX LP two Midcontinent refineries, related logistics assets, and a fuels marketing business for about $4.2 billion, plus inventory value.
Upon closing, CVR Energy's total crude throughput capacity will increase to about 384,000 b/d from 207,000 b/d, extending the company's refining footprint into the Upper Midwest and Northern Great Plains and broadening its exposure to regional transportation-fuels demand.
The 105,000-b/d St. Paul Park refinery in Minnesota processes sweet and heavy sour crude and manufactures gasoline, distillates, asphalt, propane, heavy fuel oil, and natural gas liquids and petrochemicals. Products are delivered from the refinery by truck, rail and barge.
The 72,000-b/d Mandan refinery in North Dakota processes primarily sweet domestic crude oil from North Dakota and manufactures gasoline, distillates, propane, heavy fuel oil, and natural gas liquids and petrochemicals. Refined products are shipped via truck and rail.
The acquired refineries have an average Nelson complexity index of about 7.8 and achieved an average utilization rate of 98% during 2023-25, excluding turnaround periods, CVR Energy said. Supporting midstream assets owned by MPLX include interests in a crude oil pipeline, storage infrastructure, and three terminals serving the refineries.
"We are acquiring 2 well-maintained, highly productive refineries from Marathon that have generated more than $1.1 billion of EBITDA for the first 9 months of 2026," said Dane Neumann, president and chief executive officer of CVR Energy. "In light of current favorable market conditions, we expect the acquired business to continue to generate substantial cash flows over at least the next 12 months."
CVR Energy said it expects to realize about $70 million/year of run-rate synergies, primarily from reductions in selling, general, and administrative costs as well as commercial and operational improvements across the combined system.
The transaction also includes a fuels marketing platform that distributes gasoline, ultra-low-sulfur diesel, jet fuel, and asphalt through a mix of local rack and wholesale channels. CVR Energy said the business will expand distribution opportunities, improve margin optimization across its refining network, and provide additional blending capacity that reduces exposure to volatile Renewable Identification Number (RIN) compliance costs.
In a separate release, Maryann Mannen, chairman, president, and chief executive officer of MPC and MPLX, said proceeds from the sale are expected to be redeployed "primarily in the Gulf Coast and to support MPLX's growth in the Permian and Marcellus basins."
The companies expect to close the transaction by yearend, subject to customary regulatory approvals and closing conditions.
