SCHEDULE 13D/A: Gulf Hungary and QH Hungary Update Beneficial Ownership in Quaker Chemical Following Share Forward Contract Settlements

Sentiment:

Beneficial Ownership Update


Gulf Hungary Holding Korlatolt Felelossegu Tarsasag and its subsidiary QH Hungary Holdings Limited have updated their beneficial ownership in Quaker Chemical Corporation after settling a portion of their variable prepaid forward sale contracts.

Summary

  • Gulf Hungary Holding Korlatolt Felelossegu Tarsasag (Gulf Hungary) and its wholly-owned subsidiary QH Hungary Holdings Limited (QH Hungary) filed Amendment No. 29 to their Schedule 13D regarding their beneficial ownership in Quaker Chemical Corporation.
  • The filing reports a partial settlement of five existing variable prepaid forward sale contracts (VPFs) with Citibank N.A. and Royal Bank of Canada (RBC).
  • QH Hungary delivered an aggregate of 18,000 shares of Common Stock to Citibank and RBC between January 3, 2025, and January 7, 2025, to settle a portion of its obligations under these VPFs.
  • After the partial settlement, QH Hungary remains the direct beneficial owner of 3,848,095 shares of Quaker Chemical Common Stock.
  • Gulf Hungary remains the indirect beneficial owner of these 3,848,095 shares and continues to be the direct beneficial owner of an additional 5,017 shares held in escrow.
  • The total aggregate amount beneficially owned by Gulf Hungary is 3,853,112 shares, representing approximately 21.7% of the Issuer's outstanding Common Stock.
  • The total aggregate amount beneficially owned by QH Hungary is 3,848,095 shares, representing approximately 21.6% of the Issuer's outstanding Common Stock.
  • The beneficial ownership percentages are based on 17,787,813 shares of Common Stock outstanding as of October 28, 2024, as reported in Quaker Chemical's Form 10-Q for the fiscal quarter ended September 30, 2024.

Sentiment

Score: 5

Explanation: The document is a factual, compliance-driven filing detailing a change in beneficial ownership due to the settlement of pre-existing financial contracts. It contains no positive or negative forward-looking statements, nor does it indicate any strategic shifts or operational performance changes, thus maintaining a neutral sentiment.

Future Outlook

The document primarily details a past transaction (partial settlement of VPFs) and updates beneficial ownership. It does not provide explicit forward-looking statements or guidance beyond the implication that remaining VPFs continue to exist and carry future obligations.

Industry Context

This filing is a routine compliance update regarding beneficial ownership and the settlement of financial derivatives. It does not provide information related to broader industry trends, market conditions, or competitive landscape for Quaker Chemical Corporation.

Stakeholder Impact

  • Shareholders: The partial settlement and updated beneficial ownership reflect a minor adjustment in the shareholding structure, with Gulf Hungary and QH Hungary maintaining a significant stake. This is unlikely to have a material impact on the broader shareholder base.
  • Reporting Persons (Gulf Hungary and QH Hungary): The settlement reduces their obligations under the VPFs by delivering shares, impacting their direct and indirect holdings and financial arrangements with Citibank and RBC.

Key Dates

DateDescription
2019-08-09Original Schedule 13D filed.
2020-04-13Amendment No. 1 to Schedule 13D filed.
2020-05-19Date of Pledge and Security Agreement and Master Terms and Conditions for Prepaid Variable Share Forward Transactions with Citibank.
2020-05-26Date of Pledge and Security Agreement and Master Terms and Conditions for Prepaid Variable Share Forward Transactions with Royal Bank of Canada.
2024-10-28Date as of which 17,787,813 shares of Common Stock were outstanding.
2024-10-31Date Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, was filed with the SEC.
2024-11-22Most recent amendment date for certain Supplemental Confirmations with Citibank and Royal Bank of Canada.
2025-01-03Date of event requiring filing of this statement; first date of partial settlement of VPFs.
2025-01-06Second date of partial settlement of VPFs.
2025-01-07Third date of partial settlement of VPFs; filing date of Amendment No. 29.

Keywords

Quaker Chemical Corporation, SEC Filing, Schedule 13D, Beneficial Ownership, Variable Prepaid Forward, VPF, Share Settlement, Gulf Hungary, QH Hungary, Citibank, Royal Bank of Canada

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