SEC Filings

CVR Energy Plans About $2.5 Billion Of Secured Debt To Fund Marathon Refinery Purchase

The financing mix also includes about $800 million of privately placed equity and a $550 million upsizing of CVR's credit line.

Matteo Parrino Jonathan Ponciano

Matteo Parrino, Jonathan Ponciano

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CVR Energy Plans About $2.5 Billion Of Secured Debt To Fund Marathon Refinery Purchase

CVR Energy expects to pay for its planned purchase of two Marathon Petroleum refineries with about $2.5 billion of senior secured debt and about $800 million of equity sold privately, according to pro forma figures in an 8-K filed Tuesday. The deal has not closed, and the filing says it remains subject to regulatory approvals.

How CVR plans to pay

CVR Energy, a holding company that refines petroleum and makes nitrogen fertilizer through its stake in CVR Partners, agreed to buy Marathon's Saint Paul Park, Minnesota, and Mandan, North Dakota, refineries and related marketing business. The purchase agreement is dated November 2. Estimated cash consideration is $4.2 billion of base price plus $0.8 billion tied to net working capital.

The financing has several pieces. CVR expects to take on about $2.5 billion of senior secured debt, with a bridge loan of up to that size backed by Barclays as a fallback. It also expects to sell about $800 million of equity privately to commercial counterparties.

An affiliate of Icahn Enterprises has also agreed to subscribe for up to $500 million of equity, a commitment that ends once CVR raises at least $500 million in an equity offering. CVR plans to add $550 million of commitments to its asset-based revolving credit line, taking it to $1.1 billion, with about $225 million borrowed at closing. Icahn Enterprises and its affiliates owned about 70% of CVR's common stock as of December 31, 2025.

CVR plans to redeem all $183 million of its 5.750% notes due 2028. Its 7.500% notes due 2031 and 7.875% notes due 2034 would become secured equally with the new debt.

Pro forma earnings, with heavier interest

Had the deal and financing been in place for the nine months ended September 30, 2026, net income attributable to CVR stockholders would have been $958 million, or $7.67 per share. CVR's own results for the period were $375 million, or $3.73 per share.

Pro forma interest expense for the nine months would be $261 million, against $105 million historically, on new debt at an assumed weighted average rate of 7.7%. The company says the figures are illustrative and not necessarily what would have happened. CVR would also record about $1.5 billion of preliminary goodwill, since the price exceeds the fair value of identifiable net assets.

What CVR is buying

The refineries have combined capacity of about 177,000 barrels per calendar day: roughly 105,000 at St. Paul Park and 72,000 at Mandan. The package includes a 17% stake in Minnesota Pipe Line Company.

For the nine months ended September 30, 2026, the business reported net income of $697 million on $7,605 million of revenues and other income, against $267 million a year earlier. Audited 2025 net income was $289 million, after a $27 million loss in 2024.

A contractor died on September 20, 2026, while working at the St. Paul Park refinery, and the incident remains under investigation, the statements say.

CVR says it does not intend to fund the bridge facility and currently expects to replace it with permanent financing, though it notes there are no assurances.

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