Nov 5, 4:45 PM ET
CVR Energy agreed to sell 10,515,248 common shares at $47.55 each, with net proceeds of about $490.0 million before offering expenses, closing November 5, 2026. The company plans to use the proceeds with cash on hand and other financing to fund its acquisition of the St. Paul Park and Mandan refineries from Marathon Petroleum subsidiaries, redeem its 5.750% Senior Notes due 2028, and pay related fees.
- Offering: 10,515,248 shares at $47.55 per share, with a 30-day option for up to 1,577,287 additional shares
- Net proceeds of approximately $490.0 million; offering closed November 5, 2026
- Proceeds to fund the St. Paul Park and Mandan refinery acquisition and redeem 2028 Notes; if the acquisition does not close, proceeds go to general corporate purposes
- Selling stockholder IEP Energy Holding LLC is not included in the priced offering; the company receives no proceeds from its shares
Read the filing on SEC.gov ↗
Nov 3, 8:30 AM ET
CVR Energy filed exhibits with historical financial statements of the Marathon refineries it has agreed to acquire, plus unaudited pro forma combined information. The deal has not closed and still requires regulatory approvals, so the filing shows what the assets reported but does not change CVR's results. For shareholders, it gives the first detailed look at the business being bought.
- The target business, Marathon's Saint Paul Park, Minnesota and Mandan, North Dakota refineries, reported 2025 total revenues and other income of $7.7 billion, up from $7.8 billion in 2024? No: 2025 was $7,738 million versus $7,779 million i
- The target reported 2025 net income of $289 million, compared with a net loss of $27 million in 2024.
- The two refineries have a combined crude oil refining capacity of approximately 177,000 barrels per calendar day.
- The acquisition has not been completed and remains subject to closing conditions, including required regulatory approvals; the filing states no assurance it will close on the contemplated terms or at all.
Read the filing on SEC.gov ↗
Nov 3, 8:25 AM ET
CVR Energy reported third quarter 2026 net income attributable to stockholders of $570 million, or $5.67 per diluted share, up from $374 million, or $3.72, a year earlier, and adjusted EBITDA of $582 million versus $180 million. The company also announced a definitive agreement to acquire Marathon Petroleum's St. Paul Park and Mandan refineries and related marketing business, which it said it hopes to close by the end of the year.
- Q3 2026 adjusted earnings per diluted share were $4.00, compared with $0.40 in Q3 2025.
- An EPA waiver for Wynnewood Refining Company removed a $253 million liability from the balance sheet.
- The Nitrogen Fertilizer segment posted a net loss of $11 million in Q3 2026, compared with net income of $43 million a year earlier.
- The Board declared a 10-cent quarterly dividend, payable November 23, 2026, to holders of record as of November 16, 2026.
Read the filing on SEC.gov ↗
Nov 3, 8:24 AM ET
CVR Energy agreed on November 2, 2026 to acquire the St. Paul Park and Mandan refineries and related marketing and logistics assets from subsidiaries of Marathon Petroleum for a base cash price of $4.2 billion, plus working capital adjustments. The deal is funded by $2.5 billion of secured debt, an $800 million equity investment from Trafigura, a $500 million equity commitment from the controlling shareholder, and cash on hand, and the company expects it to close by the end of 2026, subject to antitrust and other conditions. The company says the acquisition would raise pro forma nine-month EBITDA from about $900 million to $2.0 billion, but the deal adds significant debt and new preferred share issuance for existing holders.
- Base cash price of $4.2 billion for the St. Paul Park refinery (105,000 barrels per day), the Mandan refinery (72,000 barrels per day) and marketing business
- Financing includes $2.5 billion of secured debt, $800 million from Trafigura for about 14,989,695 Series A-1 non-voting preferred shares at $53.37 per share, and a $500 million controlling shareholder equity commitment
- Company-stated pro forma nine-month 2026 EBITDA of about $2.0 billion versus about $900 million stand-alone, and EPS of $7.67 versus $3.73
- Closing expected by end of 2026; reverse termination fees of up to $252 million may apply in specified circumstances
Read the filing on SEC.gov ↗
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.