CVR Energy, Inc.

CVR Energy, Inc. (NYSE: CVI) refines and markets transportation fuels. It also owns approximately 37% of CVR Partners, which manufactures nitrogen fertilizers. The fertilizer business is consolidated, with a portion of its earnings attributed to outside unitholders.

Third-quarter results

Three months ended September 30. USD millions, except diluted earnings per share.

GAAP results include a $253 million reduction of renewable-fuel obligations following an EPA waiver. It is part of the $314 million favorable change in those obligations. Adjusted EBITDA and EPS remove that change, unrealized derivative effects and inventory valuation effects. EBITDA also excludes interest, taxes, depreciation and amortization.

Q3 free cash flow reconciles $655 million of operating cash less $62 million of capital spending and $1 million of capitalized turnaround spending, plus $1 million returned from an equity-method investment.

Operations against earlier expectations

Petroleum throughput averaged 227,637 barrels a day, above the 205,000 to 220,000 range forecast after Q2. Petroleum direct operating expenses were $129 million, above the earlier $110 million to $120 million range.

Fertilizer EBITDA fell to $20 million from $71 million during the East Dubuque turnaround. The work was completed in mid-October at a cost of approximately $37 million, versus an earlier $30 million estimate.

Pending refinery acquisition

On November 2, CVR agreed to buy the St. Paul Park and Mandan refineries and related marketing and logistics assets from subsidiaries and affiliates of Marathon Petroleum. The purchase includes certain 17% pipeline and related joint-venture interests.

The $4.2 billion base price splits into $3.45 billion for MPC sellers and $750 million for MPLX sellers. Preliminary consideration is $4.969 billion after inventory, catalyst, working-capital and property-tax adjustments. Trafigura will buy some initial crude inventory, reducing CVR's cash funding requirement.

The two refineries add approximately 177,000 barrels a day of capacity. CVR expects the acquisition to close by year-end 2026, subject to clearance and other conditions.

Financing and dilution

The capital plan includes $2.5 billion of committed secured debt, $800 million of Trafigura equity and up to $500 million from an Icahn Enterprises affiliate, together with cash. A public stock offering can reduce or replace the Icahn-group commitment.

The equity investments use preferred shares with conversion terms. The illustrative nine-month combined model assumes 124.9 million weighted-average common shares on an as-converted basis, versus 100.5 million historically. The proposed shares have not yet been issued under the acquisition financing.

The annual financing illustration adds $221 million of interest expense before removing $23 million related to notes being redeemed. It uses assumed borrowing terms; CVR intends to replace the bridge commitments with permanent financing before closing.

CVR also plans to increase its asset-based lending facility to $1.1 billion. Existing 2031 and 2034 notes will become secured alongside the new secured debt, while the remaining $183 million of 2028 notes will be redeemed.

The acquired business and accounting

On CVR's accounting policies, the acquired assets generated $1.106 billion of EBITDA in the first nine months of 2026, versus $454 million a year earlier. Conforming turnaround accounting increased the latest nine-month pretax profit by $94 million and after-tax profit by $71 million. These are accounting adjustments to historical earnings.

The $7.67 combined EPS in the transaction presentation is an illustrative figure for the first nine months of 2026. It compares with $3.73 for CVR alone and excludes the targeted $70 million of annual synergies.

Cash and debt before closing

At September 30, consolidated cash was $1.278 billion and debt plus finance leases was $1.781 billion. The fertilizer business held $158 million of that cash and $570 million of that debt and lease balance. These figures precede the pending acquisition and its financing.

The next milestones are regulatory clearance, permanent debt pricing, final equity funding and the inventory settlement at closing, followed by performance of the combined refining system.