Marathon Petroleum Corp. and MPLX LP, both headquartered in Findlay, announced on Tuesday, November 3, that they have entered a definitive agreement to sell two refineries and related midstream assets to CVR Energy Inc. for $4.2 billion, plus inventory value, according to the companies’ joint release issued through PR Newswire. Reuters confirmed the deal the same day.
The two refineries are the St. Paul Park refinery in Minnesota, with capacity of 105,000 barrels per calendar day, and the Mandan refinery in North Dakota, with capacity of 72,000 barrels per calendar day — a combined 177,000 barrels per day, according to the release and Reuters. Marathon will receive $3.45 billion for the refining assets, excluding inventory value, and MPLX will receive $750 million for the related midstream assets, the companies said.
The midstream assets supporting the two refineries include an interest in a crude oil pipeline, storage capacity and three terminals, according to the joint release. The companies said the midstream portion of the sale represents a nine-times multiple on forecast 2027 earnings before interest, taxes, depreciation and amortization for those assets.
Both boards approved the transaction unanimously, the release said. Marathon’s board of directors approved the deal, and the board of MPLX’s general partner also approved it unanimously after special approval by its independent conflicts committee. Goldman Sachs and Moelis and Company advised Marathon, with Jones Day as legal counsel, while RBC Capital Markets and Latham and Watkins advised the MPLX conflicts committee, according to the release.
“Ensuring the long-term competitive position of our portfolio is a strategic commitment,” Maryann Mannen, chairman, president and chief executive officer of Marathon and MPLX, said in the companies’ November 3 release. “This divestiture of quality assets in Minnesota and North Dakota advances our strategic priorities of maximizing value creation and meeting our return thresholds. We intend to reinvest this capital primarily in the Gulf Coast and to support MPLX’s growth in the Permian and Marcellus basins.”
On the buying side, CVR Energy said it expects to fund the purchase with $2.5 billion of committed secured debt financing, a $500 million equity commitment from its controlling shareholder, an $800 million equity investment from Trafigura U.S. Holdings Inc. and cash on hand, as reported by Biobased Diesel. Reuters reported that Trafigura also signed strategic agreements with CVR to become the acquired refineries’ exclusive crude oil supplier and agreed to invest $800 million in newly issued CVR shares for a minority stake.
“We are thrilled to deliver on our plan to strategically grow and diversify our business. We are acquiring two well-maintained, highly productive refineries from Marathon that have generated more than $1.1 billion of EBITDA for the first nine months of 2026,” CVR president and chief executive officer Dane Neumann said, as reported by Biobased Diesel. Neumann said CVR looks forward to welcoming the employees at the two facilities, as reported by Biobased Diesel.
Even after the sale, Marathon will continue to operate one of the largest refining systems in the nation, with aggregate crude oil refining capacity of approximately 2.8 million barrels per calendar day, according to the joint release. The company describes itself in the release as a leading integrated downstream and midstream energy company headquartered in Findlay, operating the nation’s largest refining system, with Marathon-brand retail outlets across the United States and majority ownership of MPLX.
The announcement came on the same day Marathon reported third-quarter results. Reuters reported the company beat Wall Street estimates for third-quarter profit, with adjusted earnings of $26.93 per share against analysts’ estimates of $24.47 according to LSEG, refining and marketing margin more than doubling to $45.70 per barrel, and crude capacity utilization at 100 percent with throughput of 3.2 million barrels per day. Reuters also reported Marathon returned $3.3 billion to shareholders in the quarter, raised its dividend 10 percent and increased its buyback capacity to $8.1 billion with an additional $5 billion authorization, while its shares dipped about 0.5 percent in afternoon trading.
For Findlay and Hancock County, the companies made no announcement about local headquarters employment in the November 3 release, and NewsForce247 is not reporting any local job impact — none was stated. The refineries changing hands are in Minnesota and North Dakota, while Marathon’s corporate headquarters remains in Findlay. Related Ohio business coverage includes JetBlue’s return to Columbus after 18 years and Great Lakes AI Week bringing major employers to the University of Toledo.
What happens next is regulatory review and closing. The transaction is expected to close at the end of 2026, subject to customary closing conditions including clearance under the Hart-Scott-Rodino Antitrust Improvements Act, according to the joint release. If the deal closes as planned, Marathon intends to reinvest the proceeds primarily in the Gulf Coast, and MPLX intends to support growth in the Permian and Marcellus basins, the companies said.
Photo: Tony Webster, CC BY