CVR Energy has agreed to buy two Marathon Petroleum refineries, one in St. Paul Park, Minnesota, and another in Mandan, North Dakota, along with a marketing network of up to 590 branded fuel stations, in a transaction valued at roughly $4.2 billion. The deal, which also includes related midstream assets sold by MPLX, is expected to close at the end of 2026.
Marathon Petroleum and MPLX announced Tuesday that they had entered into what the companies called a definitive agreement to divest the two refineries, inclusive of related midstream assets, to CVR Energy, according to a statement distributed via PR Newswire. Bloomberg reports that CVR Energy, a refiner controlled by Carl Icahn, agreed to pay about $4.2 billion for the two oil-processing plants and the marketing platform.
The exact structure of that price depends on which account you read. Marathon and MPLX's own announcement describes the total purchase price as $4.2 billion plus inventory value, subject to purchase-price adjustments, per the PR Newswire statement. Investing.com, however, described the deal as worth approximately $4.2 billion plus net working capital. Within that total, Marathon Petroleum is set to receive $3.45 billion for the refining assets themselves, excluding inventory value, while MPLX will collect $750 million for the related midstream infrastructure, according to the companies' announcement.
Two Plants, Nearly 180,000 Barrels a Day
The St. Paul Park refinery has a crude-oil capacity of 105,000 barrels per calendar day, and the Mandan facility can process 72,000 barrels per calendar day, according to the Marathon and MPLX announcement. Together with the marketing business, which Investing.com reports supplies up to 590 branded locations across the Upper Midwest and Northern Great Plains, the acquisition would roughly double CVR's processing footprint. CVR's crude-oil throughput capacity would climb from approximately 207,000 barrels per day to approximately 384,000 barrels per day once the deal closes, the outlet reported.
CVR also expects the combination to generate approximately $70 million in future annual run-rate synergies, per the same report. For Marathon, the sale frees up capital the company says it intends to redirect elsewhere in its operations. “We intend to reinvest this capital primarily in the Gulf Coast and to support MPLX's growth in the Permian and Marcellus basins,” the company said in the PR Newswire announcement.
A Tight Refining Market Nationwide
The sale lands amid an unusually strained period for U.S. refining capacity. U.S. refinery utilization averaged more than 95% of capacity between May and September 2026, the highest level for those months since 1998, according to the U.S. Energy Information Administration as reported by Hydrocarbon Processing. The agency attributed this year's heavy refinery runs largely to tight global supplies of distillate fuel oil and strong international demand for U.S. distillate exports, the trade publication noted.
That same report ties record-high diesel prices to a global shortage stemming from the war in Iran and Ukraine's strikes on Russian refineries. The pressure comes as domestic refining capacity has been shrinking rather than growing: U.S. operable refining capacity fell by more than 250,000 barrels per day in 2025, to 18.2 million barrels per day, and the country ended that year with 130 operable refineries, two fewer than the year before, according to Forbes.
Other Refiners Are Also Expanding
CVR's move follows a separate deal just days earlier in which Valero agreed to buy LyondellBasell's shuttered Houston refinery for $320.5 million, Forbes reported on October 30. Valero plans to restart 165,000 barrels per day of light sweet crude processing at that site by the end of 2027. The Houston acquisition covers roughly 700 acres on the Houston Ship Channel alongside Valero's existing refinery, plus 13.5 million barrels of storage, marine docks, rail loading, and truck racks, with Valero also assuming the site's environmental liabilities, pension costs, and employee obligations, per the outlet's reporting.
Like the CVR-Marathon transaction, the Valero deal still needs antitrust clearance and is expected to close by year-end, Forbes noted. For CVR's purchase of the St. Paul Park and Mandan refineries, the companies say closing is subject to customary conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, according to the PR Newswire announcement.
