The filing provides pro forma financials for a transformative acquisition that would roughly double CVR's refining capacity and revenue. Monitor for regulatory approvals and the closing timeline. The financing structure includes significant new debt ($2.5 billion bridge facility) and equity issuance (24.4 million as-converted shares), which will increase leverage and dilute existing shareholders.
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Executive Summary
CVR Energy filed unaudited pro forma financial statements for its planned $4.2 billion acquisition of Marathon Petroleum's St. Paul Park and Mandan refineries, plus related logistics assets. The acquisition is expected to be financed through a combination of new debt (up to $2.5 billion bridge facility), a $800 million commercial partner equity investment, up to $500 million from Icahn Enterprises, and an upsized ABL facility. Pro forma net income attributable to CVR Energy stockholders would have been $958 million for the nine months ended September 30, 2026, compared to CVR's standalone $375 million, and pro forma EPS would have been $7.67 versus $3.73.
Key Facts
- CVR Energy agreed to acquire Marathon's St. Paul Park and Mandan refineries for $4.2 billion base purchase price plus $0.8 billion of incremental consideration attributable to net working capital, for total estimated cash consideration of $4.969 billion.
- The acquisition will be financed via: (i) amendment and upsizing of existing ABL facility to $1.1 billion with $225 million drawn at closing; (ii) up to $2.5 billion senior secured bridge facility; (iii) $800 million commercial partner equity investment; (iv) up to $500 million equity investment from Icahn Enterprises affiliate; (v) redemption of $183 million of 5.750% Senior Notes due 2028.
- Pro forma combined net sales for the nine months ended September 30, 2026 would have been $15.541 billion, compared to CVR standalone of $8.000 billion.
- Pro forma net income attributable to CVR Energy stockholders for the nine months ended September 30, 2026 would have been $958 million ($7.67 per share), versus CVR standalone of $375 million ($3.73 per share).
- Pro forma combined total assets as of September 30, 2026 would have been $8.674 billion, compared to CVR standalone of $4.780 billion.
- Pro forma combined long-term debt would have been $4.261 billion, versus CVR standalone of $1.769 billion.
- The acquisition has not yet closed and remains subject to regulatory approvals and other conditions.
- The acquired refineries have combined crude oil refining capacity of approximately 177,000 barrels per calendar day.
- Preliminary goodwill from the acquisition is estimated at $1.499 billion.
- The commercial partner equity investment represents approximately 14.97 million shares of preferred stock (as-converted) at an estimated price of $53.43 per share.
- The Icahn Enterprises equity investment represents approximately 9.36 million shares of preferred stock (as-converted) at an estimated price of $53.43 per share.
Financial Impact
Total acquisition consideration of $4.969 billion, financed with $2.675 billion in new debt and $1.295 billion in new equity. Pro forma net income attributable to CVR Energy stockholders would have been $958 million for the nine months ended September 30, 2026, compared to CVR standalone of $375 million.
Risk Factors
- Acquisition remains subject to regulatory approvals and other closing conditions; no assurance of consummation.
- Significant increase in leverage: pro forma long-term debt of $4.261 billion versus CVR standalone of $1.769 billion.
- Dilution from issuance of 24.4 million as-converted preferred shares (24.3% increase from 100.5 million shares outstanding).
- Preliminary purchase price allocation and fair value estimates are subject to material change upon finalization.
- Integration risks associated with acquiring and operating two additional refineries and related logistics assets.
- Exposure to commodity price cycles and refining margins in the acquired assets.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-444445 |
| Document: d399885dex991.htm | 0001193125-26-444445 |
| Document: d399885dex992.htm | 0001193125-26-444445 |
| Document: d399885d8k.htm | 0001193125-26-444445 |
| Document: d399885dex231.htm | 0001193125-26-444445 |
| Document: 0001193125-26-444445-index-headers.html | 0001193125-26-444445 |
| Document: 0001193125-26-444445-index.html | 0001193125-26-444445 |
| Document: 0001193125-26-444445.txt | 0001193125-26-444445 |
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| Type | Now | ||||
|---|---|---|---|---|---|
Nov 3, 2026 today | SC 13D/A | $51.06 | awaiting T+60 | awaiting T+60 | $42.47 (−16.82%) |
Nov 3, 2026 1d ago | 424B5 | $57.21 | awaiting T+60 | awaiting T+60 | $42.47 (+25.76%) |
Nov 3, 2026 1d ago | 8-K | $57.21 | awaiting T+60 | awaiting T+60 | $42.47 (−25.76%) |
Nov 3, 2026 1d ago | 8-K | $57.21 | awaiting T+60 | awaiting T+60 | $42.47 (−25.76%) |
Nov 3, 2026 1d ago | 8-K | $57.21 | awaiting T+60 | awaiting T+60 | $42.47 (−25.76%) |
Aug 12, 2026 12w ago | Institutional Cluster | $35.04 | awaiting T+60 | awaiting T+60 | $42.47 (+21.20%) |
Apr 21, 2026 28w ago | DEFA14A | $31.21 $35.13 | ▲ +12.57% | ▲ +7.79% | $42.47 (+36.09%) |
Feb 28, 2026 35w ago | Institutional Cluster | $24.86 $31.67 | ▲ +27.42% | ▲ +18.09% | $42.47 (+70.87%) |
Feb 24, 2026 36w ago | 8-K | $23.04 $33.48 | ▲ +45.31% | ▲ +38.35% | $42.47 (+84.32%) |
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