AI brief of an SEC Form 8-K · CVR Energy (CVI)

CVR Energy to buy Marathon's St. Paul Park and Mandan refineries for $4.2 billion

Mixed Impact 4 of 5 m&a

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.

Key points

  • 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

The filing

CompanyCVR Energy (CVI)
Form8-K, current report
Filed with the SECNov 3, 2026, 8:24 AM ET
Accession number0001193125-26-444428

Items reported: 1.01 Material Definitive Agreement3.02 Unregistered Equity Sale7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 7, 2026, 11:18 PM ET, from this filing only.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.