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Marathon Petroleum beats Q3 estimates, agrees to sell two refineries to CVR Energy for $4.2B

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24

Why it matters

Marathon Petroleum reported third-quarter adjusted earnings of $26.93 per share, well above the $24.47 analysts expected, according to LSEG. The refiner also agreed to sell its St. Paul Park refinery in Minnesota and its Mandan refinery in North Dakota, along with related midstream assets, to CVR Energy for $4.2 billion. Marathon will receive $3.45 billion and its midstream partner MPLX will receive $750 million. The two refineries have combined crude capacity of 177,000 barrels per day. CVR Energy has confirmed the deal, which is expected to close by the end of 2026, subject to closing conditions including antitrust clearance.

The closing timeline and the full terms of the transaction are not yet final, and the antitrust review has not been completed. CVR Energy, which is controlled by activist investor Carl Icahn through his roughly 71% stake, is also raising outside capital. Commodities trader Trafigura will invest $800 million in newly issued CVR shares for a minority stake and will become the exclusive crude supplier and trading intermediary for the acquired refineries. CVR chief executive Dane Neumann said the refineries generated more than $1.1 billion of EBITDA in the first nine months of 2026. Barclays advised CVR, and Vinson & Elkins and Proskauer Rose provided legal counsel. Marathon says it will reinvest its proceeds mainly on the U.S. Gulf Coast, while MPLX will direct its share toward Permian and Marcellus growth.

The earnings jump reflects a sharp rise in refining profitability. Marathon's refining and marketing margin reached $45.70 per barrel, up from $17.60 a year earlier. Reporting attributes the spike to disruption from the Iran war, which has affected Strait of Hormuz oil flows, and to attacks on energy infrastructure in the Middle East and Russia that have tightened fuel supply and lifted product prices relative to crude. Marathon ran at 100% crude capacity utilization, returned $3.3 billion to shareholders in the quarter, and raised its quarterly dividend by 10%. For attorneys, the deal is worth tracking through antitrust review and closing. CVR is taking on significant refining exposure at a cyclical peak, so its results will depend on whether margins hold once supply disruptions ease. Marathon, meanwhile, is exiting two Upper Midwest plants while keeping its broader refining footprint.

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