Marathon Petroleum Corp. and MPLX LP jointly filed an 8-K on November 3, 2026, disclosing a definitive agreement to divest two Midwest refineries and related midstream assets to CVR Energy, Inc. for a total purchase price of $4.2 billion, plus inventory value and subject to purchase price adjustments.

Key Highlights

  • Total purchase price: $4.2 billion, plus inventory value and subject to purchase price adjustments, according to the filing.
  • MPC's share: MPC will receive $3.45 billion for the refining assets, excluding inventory value.
  • MPLX's share: MPLX will receive $750 million for related midstream assets, representing a 9x multiple on forecast 2027 EBITDA.
  • Assets divested: St. Paul Park, Minnesota refinery (105 thousand bpcd capacity) and Mandan, North Dakota refinery (72 thousand bpcd capacity), plus midstream assets including a crude oil pipeline interest, storage capacity, and three terminals.
  • Expected close: The transaction is expected to close at the end of 2026, subject to customary closing conditions including Hart-Scott-Rodino Antitrust Improvements Act clearance.
  • Remaining capacity: Following the transaction, MPC reported it will operate approximately 2.8 million bpcd of aggregate crude oil refining capacity.

Marathon Petroleum and MPLX Agree to Divest Midwest Refining and Midstream Assets

Marathon Petroleum Corp. (NYSE:MPC) and MPLX LP (NYSE:MPLX) announced on November 3, 2026, that they have entered into a definitive agreement to sell the St. Paul Park, Minnesota, and Mandan, North Dakota, refineries, along with related midstream assets, to CVR Energy, Inc. (NYSE:CVI). According to the filing, the total purchase price is $4.2 billion, plus inventory value and subject to purchase price adjustments, with MPC receiving $3.45 billion for its refining assets and MPLX receiving $750 million for the midstream assets.

The filing states that the St. Paul Park refinery has a crude oil capacity of 105 thousand barrels per calendar day (bpcd), while the Mandan refinery has a capacity of 72 thousand bpcd. MPLX's midstream assets associated with the two refineries include an interest in a crude oil pipeline, storage capacity, and three terminals. The filing notes that the midstream asset sale represents a 9x multiple on forecast 2027 EBITDA. According to the announcement, MPC's remaining refining system will carry an aggregate crude oil refining capacity of approximately 2.8 million bpcd after the transaction closes.

The filing discloses that MPC's board of directors unanimously approved the transaction. The board of directors of MPLX's general partner also unanimously approved the transaction, following special approval by its independent conflicts committee. The filing identifies Goldman Sachs and Co LLC and Moelis and Company as MPC's financial and strategic advisors respectively, with Jones Day serving as legal counsel. RBC Capital Markets, LLC acted as financial advisor, and Latham and Watkins LLP acted as legal advisor, to MPLX's conflicts committee. MPC's chief executive officer Maryann Mannen stated in the release that the company intends "to reinvest this capital primarily in the Gulf Coast and to support MPLX's growth in the Permian and Marcellus basins." The press release contains forward-looking statements that the companies caution are subject to risks and uncertainties, including the ability to consummate the divestiture and obtain required regulatory approvals.

What Was Disclosed

Marathon Petroleum Corp. and MPLX LP disclosed a definitive agreement to sell two Midwest refineries and related midstream assets to CVR Energy for $4.2 billion total, with MPC receiving $3.45 billion and MPLX receiving $750 million, with closing expected by end of 2026.