CVR Energy (CVI): CVR Energy to buy two Marathon refineries and marketing business for $4.2B cash; pro forma 9M EBITDA ~$2.0B vs $900M standalone
CVR Energy Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits
What this filing says
CVR Energy agreed to acquire two refineries and a related marketing business from subsidiaries of Marathon Petroleum for about $4.2 billion plus net working capital. The release says the deal would nearly double refining capacity and is expected to be value accretive, but it is subject to regulatory approvals and has not been completed.
Key figures
- Total purchase price
- approximately $4.2 billion, plus net working capital
- Acquired business EBITDA, trailing twelve months
- approximately $1.2 billion
- Pro forma EBITDA, nine months ended September 30, 2026
- approximately $2.0 billion, up from $900 million stand-alone
- Pro forma EPS, nine months ended September 30, 2026
- $7.67 per share, up from $3.73 stand-alone
- Implied acquisition multiple
- approximately 3.6x LTM EBITDA
Positive for shareholders
- The release says the deal would nearly double refining capacity and expand CVR's footprint into new distribution areas.
- The company expects the marketing business to provide margin uplift across its integrated platform.
- Pro forma figures in the release show EBITDA and earnings per share both rising substantially.
Negative for shareholders
- The deal requires a large cash outlay of about $4.2 billion, plus working capital.
- Completion depends on regulatory approvals, and the release warns the deal may not close in the expected timeframe.
- The projected benefits may not be realized as anticipated.
Written by Quantisnow AI from this filing. Not financial advice.
Form 8-K cover page
Key terms
- EBITDA:
- Earnings before interest, taxes, depreciation and amortization, a rough measure of operating cash profit.
- Pro forma:
- Financial figures adjusted as if a transaction had already happened, used to show its estimated effect.
- Accretive:
- Describes a deal that is expected to increase earnings per share.
- Net working capital:
- Current assets minus current liabilities, the short-term funds needed to run a business day to day.
FAQ
How much is CVR Energy paying to acquire the Marathon assets?
CVR Energy agreed to pay a total purchase price of approximately $4.2 billion, plus net working capital, for the St. Paul Park and Mandan refineries and the related marketing business.
What does the release say the acquisition would do to CVR Energy's earnings?
The release says pro forma EBITDA for the nine months ended September 30, 2026 would rise from about $900 million to about $2.0 billion, and earnings per share would rise from $3.73 to $7.67.
Has the acquisition been completed?
No. The deal is subject to receipt of other required regulatory approvals, and the release notes it may not be completed within the expected timeframe.
Historical context for CVI
Across the 17 sessions after earlier CVI headlines, the stock closed higher 7 times and lower 10 times, with a median move of 3.3% in either direction. This shows timing only: many things move a stock in a session, and these figures do not show that any headline caused a move.
| Session | Earlier headline | CVI | SPY |
|---|---|---|---|
| Nov 3, 2026 | CVR Energy Announces Proposed Offering of Common Stockand 1 other headline that session | -13.1% | +0.3% |
| Oct 28, 2026 | CVR Energy Announces Revised Time for Third Quarter 2026 Earnings Conference Call | -0.6% | +0.3% |
| Oct 20, 2026 | CVR Energy to Release Third Quarter 2026 Earnings Results | +3.3% | +0.3% |
| Jul 30, 2026 | CVR Energy Reports Second Quarter 2026 Results | +10.0% | +1.7% |
| Jul 16, 2026 | CVR Energy to Release Second Quarter 2026 Earnings Results | +2.8% | -0.5% |
| Jun 4, 2026 | CVR Energy downgraded by Tudor, Pickering, Holt & Co. | -5.0% | +0.4% |
- Market cap
- 30-day
- Sector
- Energy
- Industry
- Integrated oil Companies
- Listed since
- 2007
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