Phillips 66 Co. has entered into a definitive agreement to acquire the remaining 50% interest in WRB Refining LP from partner Cenovus Energy Inc. for $1.4 billion in cash, ending a nearly 20-year joint venture between the companies.
Upon scheduled close of the transaction later this year, Phillips 66 will take full ownership of the 345,000-b/d Wood River refinery in Roxana, Ill., and the 149,000-b/d Borger refinery in Borger, Tex., both of which Phillips 66 has operated since the WRB Refining JV’s formation in 2007.
Mark Lashier, Phillips 66’s chairman and chief executive officer, said full ownership will improve integration with the company’s broader value chain and generate about $50 million in annual synergies. He also noted the potential for future low-cost, high-return projects tied to the assets.
Cenovus’s divestment of interest in the refineries comes as part of the company’s strategy of owning and operating the assets that are core to its business, according to Jon McKenzie, Cenovus’s president and chief executive officer.
“After the sale of WRB, our downstream business will be more focused, comprised of assets we control, which provide physical integration and egress for our leading upstream heavy oil business,” McKenzie said.
Located in the US Midwest refining hub near St. Louis, Wood River is one of the largest refineries in the region. Equipped with units for coking, hydrocracking, and hydrotreating, the refinery can run a high percentage of heavy Canadian crude.
A more complex inland refinery that processes a range of crudes—including domestic light sweet and Western Canadian blends—Borger serves markets across West Texas, New Mexico, and the US Southwest. The site features key units for fluid catalytic cracking, delayed coking, and alkylation.
Together, the two refineries will increase Phillips 66’s overall nameplate refining capacity by about 250,000 b/d and deepen its presence in inland US markets.
Already operated by Phillips 66, both plants are also integrated with the company’s midstream and marketing assets.
Strategic implications
The proposed transaction comes at a time when many US refiners are reassessing long-term capital allocation, portfolio optimization, and regional integration. Unlike peers that are shedding refining assets or reducing exposure, Phillips 66 has maintained a balanced position between refining, midstream, and chemicals.
“This acquisition strengthens our integrated value chain and increases our flexibility in a key region where we have scale and market access,” said Lashier. “By taking full ownership, we expect to capture approximately $50 million/year in operational and commercial synergies.”
As of mid-2025, Phillips 66 operates 12 refineries with a combined capacity of over 2.2 million b/d. The WRB acquisition will push total capacity close to 2.5 million b/d, solidifying its position as one of the largest US-based independent refiners.
While Phillips 66 continues to invest in lower-carbon initiatives and renewable fuels, its core refining portfolio remains a key earnings contributor. The company has been focusing on optimizing existing assets rather than greenfield expansion, and recent capital has largely gone into yield improvements, reliability, and co-processing upgrades.
