CVR Energy, Inc. filed a current report on November 3, 2026, disclosing that on November 2, 2026, it entered into an Equity and Asset Purchase Agreement to acquire refinery and logistics assets from subsidiaries and affiliates of Marathon Petroleum Corporation for an aggregate base cash purchase price of $4,200 million.

Key Highlights

  • Purchase price: The aggregate base cash purchase price is $4,200 million, subject to customary closing and other specified adjustments.
  • Assets to be acquired: The deal covers 100% of the membership interests of St. Paul Park Refining Co. LLC (owner of the St. Paul Park Refinery), 17% of Minnesota Pipe Line Company, LLC common interests, 17% of MPL Investments, Inc. common stock, and the Mandan Refinery along with related marketing, terminal, pipeline, rack, tankage, and logistics assets.
  • Environmental liabilities assumed: CVR Energy will assume certain environmental liabilities related to the Target Assets, whether arising before, on, or after closing, other than liabilities retained by the Sellers.
  • Cash reserve requirement: CVR Energy has represented it will maintain at least $500 million of unrestricted cash and cash equivalents through closing, potentially increasing by up to an additional $500 million upon the deposit of proceeds from a post-signing equity offering.
  • Reverse termination fees: If the deal is terminated in specified circumstances, CVR Energy may owe fees of $84 million (2%), $252 million (6%), or $168 million (4%) of the base purchase price, depending on the reason for termination.
  • Closing timeline: The Purchase Agreement may be terminated if closing has not occurred within 270 days of execution, extendable to as late as 360 days in specified circumstances related to antitrust approvals or casualty restoration.
  • No financing condition: According to the filing, "The Acquisition is not subject to a financing condition."

CVR Energy's Acquisition of St. Paul Park and Mandan Refinery Assets from Marathon Affiliates

According to the filing, CVR Energy, Inc. (NYSE:CVI), a Delaware corporation headquartered in Sugar Land, Texas, entered into the Purchase Agreement on November 2, 2026, with Marathon Petroleum Company LP, Tesoro Refining and Marketing Company LLC, Tesoro Logistics Operations LLC, Western Refining Southwest LLC, Western Refining Terminals, LLC, and Marathon Petroleum Supply and Trading LLC, each described as a subsidiary or affiliate of Marathon Petroleum Corporation. The transaction covers a broad set of refining and logistics assets, including the St. Paul Park Refinery in Minnesota and the Mandan Refinery, along with pipeline, terminal, rack, and tankage assets.

The filing describes several conditions that must be satisfied before closing. These include expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the absence of legal prohibitions or specified proceedings challenging the deal, accuracy of representations and warranties, material compliance with covenants, the absence of a Material Adverse Effect continuing at closing, and receipt of written approval or non-objection for the transfer of the Mandan refinery's hazardous waste permit from the North Dakota Department of Environmental Quality. The company disclosed it is not required to accept a "Burdensome Condition," defined to include a requirement to divest either acquired refinery or CVR Energy's Coffeyville or Wynnewood refinery.

The Purchase Agreement includes a representation and warranty insurance policy arranged concurrent with signing, intended to provide coverage for certain breaches subject to applicable policy limits, exclusions, deductibles, and other terms and conditions. Seller representations and warranties and pre-closing covenants generally do not survive closing, with specified exceptions including for fraud. The Sellers may also owe CVR Energy a termination fee equal to 5% of the aggregate base purchase price for a Willful Breach, or 4% for other specified failures to close.

What Was Disclosed

CVR Energy disclosed the execution of a $4,200 million Equity and Asset Purchase Agreement on November 2, 2026, to acquire refining, pipeline, terminal, and related logistics assets from affiliates of Marathon Petroleum Corporation, subject to antitrust and other closing conditions.