CVR Energy to Buy Marathon's Mandan, St. Paul Park Refineries for $4.2 Billion

What happened

CVR Energy, Inc., a petroleum refiner headquartered in Sugar Land, Texas, said in a Form 8-K filed Nov. 3, 2026 that on Nov. 2 it entered into an Equity and Asset Purchase Agreement with several subsidiaries and affiliates of Marathon Petroleum Corporation. CVR agreed to buy 100% of St. Paul Park Refining Co. LLC, which owns the St. Paul Park Refinery; 17% of Minnesota Pipe Line Company, LLC; 17% of MPL Investments, Inc.; and other assets including the Mandan Refinery and related marketing, terminal, pipeline, rack and tankage assets.

The base cash purchase price is $4.2 billion, subject to customary closing adjustments including net working capital. CVR will also assume certain liabilities, including environmental liabilities, other than specified liabilities retained by the sellers.

In a separate agreement the same day, CVR agreed to sell about 14,989,695 shares of a new Series A-1 non-voting preferred stock to Trafigura US Holdings, Inc. at $53.37 per share, for $800 million. CVR said it intends to use those proceeds to partly finance the acquisition. The preferred shares convert into common stock initially on a one-for-one basis after the antitrust waiting period expires.

CVR shares closed at $48.60 on Nov. 3, down 13.1% from the prior close of $55.92, according to the price data. Volume of 3.25 million shares was about 3.4 times the average of roughly 955,000.

The filing

The 8-K reports four items: 1.01 (entry into a material definitive agreement), 3.02 (unregistered sale of equity), 7.01 (Regulation FD disclosure) and 9.01 (financial statements and exhibits). The purchase agreement is filed as Exhibit 2.1 and the subscription agreement, including an investor rights agreement, as Exhibit 10.1.

Completion is conditioned on expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other antitrust laws, the absence of legal prohibitions, and accuracy of representations and warranties. It also requires written approval or non-objection from the North Dakota Department of Environmental Quality for transfer of the Mandan refinery's hazardous waste permit. The deal is not subject to a financing condition.

Either side can terminate if closing has not occurred within 270 days, extendable to as late as 360 days in specified antitrust or casualty circumstances. CVR could owe the sellers a reverse termination fee of $84 million (2% of the base price) for failure of antitrust conditions, $252 million (6%) for willful breach or a qualifying failure to obtain financing, or $168 million (4%) for other specified failures. The Marathon sellers could owe CVR 5% for willful breach or 4% for other specified failures.

CVR also entered a crude oil supply agreement with Trafigura Trading LLC covering the acquired refineries, effective at closing and running ten years, under which Trafigura will buy initial crude and feedstock inventories and serve as exclusive crude supply and intermediation counterparty, subject to exceptions.

What this means

An 8-K is the form a US public company files to report material events to the SEC, generally within four business days. Item 1.01 tells investors the company signed a significant contract; here that is a $4.2 billion acquisition, larger than CVR's own market value implied by its share price. Item 3.02 reports a sale of securities without SEC registration, which is permitted for private placements to sophisticated buyers under Section 4(a)(2) of the Securities Act; the Trafigura preferred sale is that placement.

The instrument being sold is preferred stock, a class that sits alongside common stock in this case rather than ahead of it. CVR's Series A-1 pays no dividend and has no general voting rights, but converts into common stock one-for-one once antitrust review of Trafigura's stake clears. Until conversion, Trafigura holds an economic interest without a vote. A 9.50% cap on beneficial ownership of common stock limits how much it can convert at once unless it gives 61 days' notice to waive the cap.

The Hart-Scott-Rodino waiting period is a pre-merger review by US antitrust agencies; both the acquisition and Trafigura's conversion are gated on it. The purchase agreement also bars CVR from accepting a remedy that would force it to divest either acquired refinery or its existing Coffeyville or Wynnewood refineries, which is why antitrust failure carries its own, smaller break fee.

The 13% decline in the shares is a fact from the price data; the filing does not state a reason for the move and this article does not attribute one. The filing does not disclose how CVR will fund the remaining balance of the purchase price beyond the $800 million equity investment. It states that CVR must have at least $500 million of unrestricted cash through closing, and that it must use reasonable best efforts to arrange financing.

Next steps are set by the contract: antitrust review, the North Dakota permit approval, and financing, with closing targeted within 270 days of Nov. 2, 2026.