Marathon Petroleum is making a big portfolio move. The company says it will sell its St. Paul Park refinery in Minnesota as part of a broader $4.2 billion transaction. That deal also includes the Mandan refinery in North Dakota and related midstream assets.
What the deal includes
Marathon Petroleum Corp. and MPLX LP said on Nov. 3, 2026, that they signed a definitive agreement to sell the St. Paul Park, Minnesota, and Mandan, North Dakota, refineries to CVR Energy, Inc. The total purchase price is $4.2 billion, plus inventory value and subject to purchase price adjustments. Marathon Petroleum is set to receive $3.45 billion for the refining assets, while MPLX will receive $750 million for the related midstream assets.
The St. Paul Park refinery has crude oil capacity of 105 thousand barrels per calendar day. The Mandan refinery has capacity of 72 thousand bpcd. Together, those two plants represent a meaningful slice of Marathon’s system, even though the company said it will still operate one of the nation’s largest refining networks after the sale.
The midstream assets included in the transaction support refinery operations. MPLX said those assets include an interest in a crude oil pipeline, storage capacity, and three terminals. The company also said the sale of those midstream assets represents a 9x multiple on forecast 2027 EBITDA.
Why Marathon is doing this
Maryann Mannen, chairman, president, and chief executive officer of MPC and MPLX, said the move is about keeping the portfolio competitive over the long term. She said the divestiture advances Marathon’s strategic priorities of maximizing value creation and meeting return thresholds. That gives investors a clear sense of why the company chose to sell now instead of holding the assets longer.
Mannen also said Marathon intends to reinvest the capital primarily in the Gulf Coast. She added that the proceeds will also support MPLX’s growth in the Permian and Marcellus basins. Those are two of the most important energy regions in the U.S., so the reinvestment plan points to where management sees stronger returns.
Even after this transaction, Marathon said it will continue to operate one of the country’s largest refining systems. The company put its remaining aggregate crude oil refining capacity at about 2.8 million bpcd. That detail matters because it shows this is a reshaping of the portfolio, not a retreat from refining.
What happens next
The transaction is expected to close at the end of 2026. Like other large U.S. energy deals, it still must satisfy customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Until that process is complete, the assets remain part of Marathon and MPLX.
The governance side was also spelled out clearly. Marathon said its board of directors unanimously approved the transaction. MPLX said the board of directors of its general partner also unanimously approved it after special approval by its independent conflicts committee.
Several major advisors were involved. Marathon was advised by Goldman Sachs & Co LLC on financial matters, Moelis & Company on strategic matters, and Jones Day on legal matters. RBC Capital Markets, LLC acted as financial advisor to the MPLX conflicts committee, while Latham & Watkins LLP served as legal advisor.
