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CVR Energy CVI

CVR Energy agrees to acquire assets for $4.2B

Item 1.01 Enters material agreement

Form
8-K
Filed
Importance
Major
  1. Acquires 100% of St. Paul Park Refining Co. LLC
  2. Pays $4.2B in cash for Target Assets
  3. Includes Mandan Refinery and logistics assets

Written from the 8-K on EDGAR. Check the filing before you rely on it.

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The reading, claim by claim

  1. The company agreed to acquire the Target Assets, including the St. Paul Park Refinery and the Mandan Refinery, from several subsidiaries of Marathon Petroleum Corporation.
  2. The base cash purchase price is $4,200 million, subject to adjustments.
  3. The acquisition includes 100% of the membership interests of St. Paul Park Refining Co. LLC and 17% of certain other entities.
  4. The company will also assume liabilities related to the Target Assets, including environmental liabilities.
  5. The Sellers will retain specified liabilities.

5 of 8 claims matched the filing text.

Not found in the filing text

  • For the quarter ended September 30, 2026, CVR ENERGY INC reported revenue of $3.3 billion and net income of $570.0 million.
  • The company's gross margin was 23.9%, with an operating margin of 22.1% and a net margin of 17.4%.
  • Revenue increased by 68.8% compared to the previous year.

From the filing

Item 1.01. Entry into a Material Definitive Agreement.

Item 1.01. Entry into a Material Definitive Agreement.

Equity and Asset Purchase Agreement

On November 2, 2026, CVR Energy, Inc., a Delaware corporation (the " Company "), entered into an Equity and Asset Purchase Agreement (the " Purchase Agreement ") with Marathon Petroleum Company LP, Tesoro Refining & Marketing Company LLC, Tesoro Logistics Operations LLC, Western Refining Southwest LLC, Western Refining Terminals, LLC and Marathon Petroleum Supply and Trading LLC (collectively, the " Sellers "), each a subsidiary or affiliate of Marathon Petroleum Corporation.

Pursuant to the Purchase Agreement, the Company has agreed to acquire (i) 100% of the outstanding membership interests of St. Paul Park Refining Co. LLC, which owns the St. Paul Park Refinery, (ii)1 17% of the outstanding common interests of Minnesota Pipe Line Company, LLC, (iii) 17% of the outstanding common stock of MPL Investments, Inc.3 and (iv) certain other assets of the Sellers, including the Mandan Refinery1, the related marketing business and terminal, pipeline, rack, tankage and other logistics assets (collectively, the " Target Assets ") and to assume certain liabilities related to the Target Assets, other than specified liabilities to be retained by the Sellers5. The acquisition of the Target Assets is referred to herein as the " Acquisition ."

Summary of the Terms of the Purchase Agreement

Consideration. The Company has agreed to purchase the Target Assets for an aggregate base cash purchase price of $4,200 million, subject to certain customary closing adjustments2, including net working capital adjustments, in each case as of the closing of the Acquisition (the " Acquisition Closing "), and subject to other specified adjustments. The Company will also assume certain liabilities relating to the Target Assets, including environmental liabilities4, whether arising before, on or after the Acquisition Closing, other than certain liabilities retained by the Sellers.

Representations, Warranties, Covenan

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