v3.26.3
Organization and Nature of Business
9 Months Ended
Sep. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Nature of Business
(1) Organization and Nature of Business
Organization
CVR Energy, Inc. (“CVR Energy”, “CVR”, “we”, “us”, “our”, or the “Company”) is a diversified holding company primarily engaged in the petroleum refining and marketing industry (the “Petroleum Segment”) and the nitrogen fertilizer manufacturing industry through its interest in CVR Partners, LP, a publicly traded limited partnership (the “Nitrogen Fertilizer Segment” or “CVR Partners”). The Petroleum Segment refines and markets high value transportation fuels which consist of gasoline, diesel, jet fuel, and distillates, as well as activities related to crude oil gathering and logistics that support refinery operations. CVR Partners produces and markets nitrogen fertilizer products primarily in the form of ammonia and urea ammonium nitrate (“UAN”) for the farming industry. CVR’s common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “CVI”. As of September 30, 2026, Icahn Enterprises L.P. and its affiliates, including Mr. Carl C. Icahn (“IEP”), owned approximately 71% of the Company’s outstanding common stock.
CVR Partners, LP
As of September 30, 2026, public common unitholders held approximately 60% of CVR Partners’ outstanding common units; CVR Energy, through its subsidiaries, held approximately 37% of CVR Partners’ outstanding common units and 100% of CVR Partners’ general partner interests, while IEP held approximately 3% of CVR Partners’ outstanding common units. The noncontrolling interest reflected on the Condensed Consolidated Balance Sheets of CVR is only impacted by the results of and distributions from CVR Partners.
Pending Acquisition of Northern PADD II Refining Assets
On November 2, 2026, the Company entered into an equity and asset purchase agreement (the “Purchase Agreement”) with certain indirect subsidiaries and affiliates of Marathon Petroleum Corporation (the “Sellers”) to acquire the refinery located in St. Paul Park, Minnesota (the “St. Paul Park Refinery”), the refinery located in Mandan, North Dakota (the “Mandan Refinery”), a 17% interest in each of Minnesota Pipe Line Company, LLC and MPL Investments, Inc., and associated wholesale marketing and logistics assets (collectively, the “Target Assets”), and to assume certain liabilities related to the Target Assets, for aggregate cash consideration of approximately $4.2 billion, subject to customary closing adjustments, including net working capital and inventory adjustments (the “Acquisition”). The Acquisition is expected to be accounted for as a business combination under Accounting Standards Codification (“ASC”) 805, Business Combinations, with the Company as the accounting acquirer. The consummation of the Acquisition is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other regulatory approvals. The Purchase Agreement may be terminated under specified circumstances, in certain of which the Company would be required to pay the Sellers a termination fee of 6%, 4% or 2% of the aggregate base purchase price, depending on the circumstances of termination.
Financing Transactions and Commercial Agreements
In connection with the Purchase Agreement, the Company entered into a debt commitment letter with Barclays Bank PLC and certain other financial institutions providing for a commitment to provide (i) a senior secured 364-day bridge loan facility in an aggregate principal amount of up to $2.5 billion, to the extent the net cash proceeds of permanent senior secured financing are less than $2.5 billion, and (ii) consents to an amendment to the CVR Energy ABL to provide $550 million of incremental commitments, increasing total commitments to $1.1 billion upon the closing of the Acquisition (or, alternatively, commitments for a new $1.1 billion senior secured asset-based revolving credit facility). The Company also entered into (a) a subscription agreement with a commercial counterparty (the “Commercial Partner”) pursuant to which the Commercial Partner committed to purchase $800 million of shares of the Company’s non-voting common stock equivalent convertible preferred stock in a private placement, conditioned upon and concurrent with the closing of the Acquisition, and (b) a subscription agreement with IEP, the Company’s controlling stockholder, pursuant to which IEP committed to provide, directly or indirectly, up to $500 million of equity financing at the same price per share as the commercial counterparty, which commitment terminates upon the consummation of an offering of common stock generating gross proceeds to the Company of at least $500 million, together with a stockholders and registration rights agreement with IEP.
The Company and certain of its subsidiaries also entered into crude oil supply, product offtake, inventory purchase and sale, and terminalling agreements with an affiliate of the Commercial Partner, which will become effective upon the closing of the Acquisition and satisfaction of applicable conditions and will expire ten years thereafter, subject to earlier termination and an extension option. Under these agreements, the Commercial Partner will purchase the initial crude oil and feedstock inventories at the Mandan and St. Paul Park Refineries and serve as their exclusive crude oil supply and intermediation counterparty, subject to specified exceptions.
Subsequent Events
The Company evaluated subsequent events, if any, that would require an adjustment to the Company’s condensed consolidated financial statements or require disclosure in the notes thereto through the date of issuance. Where applicable, the notes to these condensed consolidated financial statements have been updated to reflect all significant subsequent events which have occurred.