SCHEDULE 13D/A: Hinduja-Linked Entities Settle Portion of Quaker Chemical Share Forward Contracts
Beneficial Ownership Update
Gulf Hungary Holding Korlatolt Felelossegu Tarsasag and its subsidiary QH Hungary Holdings Limited have settled a portion of their variable prepaid forward sale contracts for Quaker Chemical Corporation shares, reducing their total beneficial ownership to 21.5%.
Summary
- Gulf Hungary Holding Korlatolt Felelossegu Tarsasag and its wholly-owned subsidiary, QH Hungary Holdings Limited, filed Amendment No. 31 to their Schedule 13D regarding Quaker Chemical Corporation.
- The amendment reports the partial settlement of five existing variable prepaid forward sale contracts (VPFs) with Citibank N.A. and Royal Bank of Canada.
- Between January 13, 2025, and January 15, 2025, QH Hungary delivered an aggregate of 18,000 shares of Common Stock to Citibank (3,043 shares per day) and RBC (2,957 shares per day) to settle obligations under these VPFs.
- Following this partial settlement, Gulf Hungary and QH Hungary collectively beneficially own 3,823,112 shares of Quaker Chemical Corporation Common Stock.
- This aggregate beneficial ownership represents approximately 21.5% of the Issuer's 17,787,813 shares outstanding as of October 28, 2024.
- Of the shares beneficially owned by QH Hungary, 2,123,167 shares are pledged to Citigroup Global Markets Inc. under a Margin Loan, 1,223,498 shares are pledged to Citibank N.A. under various Prepaid Variable Share Forward Transactions, and 471,430 shares are pledged to Royal Bank of Canada under similar transactions.
Sentiment
Score: 5
Explanation: The document is a routine regulatory filing detailing the settlement of pre-existing financial contracts by a significant shareholder. It is factual and does not convey positive or negative sentiment regarding the issuer's performance or outlook.
Future Outlook
The document does not provide explicit forward-looking statements or guidance regarding the Issuer's operations or financial performance. It focuses on the settlement of existing financial contracts by the reporting persons.
Industry Context
This filing is an amendment to a Schedule 13D, detailing a change in beneficial ownership due to the settlement of variable prepaid forward contracts by a significant shareholder. It does not provide information related to broader industry trends or the operational context of Quaker Chemical Corporation's business.
Stakeholder Impact
- Shareholders: The partial settlement of VPFs by a significant shareholder (representing 21.5% of outstanding shares) indicates a change in the structure of their beneficial ownership, potentially affecting market perception of shareholder concentration or future share availability.
Key Dates
| Date | Description |
|---|---|
| 2019-08-09 | Original Schedule 13D filed. |
| 2020-04-13 | Amendment No. 1 to Schedule 13D filed. |
| 2020-05-19 | Date of Pledge and Security Agreement and Master Terms and Conditions for Prepaid Variable Share Forward Transactions between QH Hungary and Citibank. |
| 2020-05-26 | Date of Pledge and Security Agreement and Master Terms and Conditions for Prepaid Variable Share Forward Transactions between QH Hungary and Royal Bank of Canada. |
| 2024-10-28 | Date as of which 17,787,813 shares of Common Stock were outstanding, as reported in Issuer's Form 10-Q. |
| 2024-10-31 | Issuer's Quarterly Report on Form 10-Q for fiscal quarter ended September 30, 2024, filed with SEC. |
| 2025-01-13 | Date of event requiring filing of this statement; first day of partial settlement of VPFs. |
| 2025-01-14 | Second day of partial settlement of VPFs. |
| 2025-01-15 | Third day of partial settlement of VPFs; date of filing of this Amendment No. 31. |
Keywords
Quaker Chemical Corporation, Schedule 13D, Beneficial Ownership, Variable Prepaid Forward, VPF, Share Settlement, Citibank, Royal Bank of Canada, Gulf Hungary, QH Hungary Holdings, SEC Filing
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