Marathon Petroleum Corp to Divest Minnesota and North Dakota Refineries & MPLX LP to Divest Related Midstream Assets

Marathon Petroleum Corp. (NYSE: MPC) and MPLX LP (NYSE: MPLX) today jointly announced they have entered into a definitive agreement to divest the St. Paul Park, Minnesota, and Mandan, North Dakota, refineries, inclusive of related midstream assets, to CVR Energy, Inc. (NYSE: CVI). Total purchase price is $4.2 billion, plus inventory value and subject to purchase price adjustments. MPC will receive $3.45 billion for the refining assets, excluding inventory value, and MPLX will receive $750 million for the related midstream assets.

"Ensuring the long-term competitive position of our portfolio is a strategic commitment," said Maryann Mannen, chairman, president, and chief executive officer of MPC and MPLX. "This divestiture of quality assets in Minnesota and North Dakota advances our strategic priorities of maximizing value creation and meeting our return thresholds. We intend to reinvest this capital primarily in the Gulf Coast and to support MPLX's growth in the Permian and Marcellus basins."

The St. Paul Park refinery has a crude oil capacity of 105 thousand barrels per calendar day (bpcd), and the Mandan refinery has a crude oil capacity of 72 thousand bpcd. Following the transaction, MPC will continue to operate one of the nation's largest refining systems, with an aggregate crude oil refining capacity of approximately 2.8 million bpcd.

MPLX's midstream assets supporting each refinery's operations include interest in a crude oil pipeline, storage capacity, and three terminals. The sale of the midstream assets represents a 9x multiple on forecast 2027 EBITDA.

The transaction is expected to close at the end of 2026, subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

This transaction was unanimously approved by the board of directors of MPC. The board of directors of MPLX's general partner also unanimously approved the transaction following special approval by its independent conflicts committee. MPC was advised by Goldman Sachs & Co LLC as to financial matters, Moelis & Company as to strategic matters and Jones Day as to legal matters. RBC Capital Markets, LLC acted as financial advisor and Latham & Watkins LLP acted as legal advisor to the conflicts committee of MPLX.