SCHEDULE 13D/A: Major Shareholder Adjusts Quaker Chemical Stake Through Partial VPF Settlement
Beneficial Ownership Update
Gulf Hungary Holding and its subsidiary QH Hungary Holdings Limited have filed an Amendment No. 28 to their Schedule 13D, detailing a partial settlement of prepaid variable share forward transactions involving 18,000 shares of Quaker Chemical Corporation.
Summary
- Gulf Hungary Holding Korlatolt Felelossegu Tarsasag (Gulf Hungary) and its wholly-owned subsidiary QH Hungary Holdings Limited (QH Hungary) filed Amendment No. 28 to their Schedule 13D regarding their beneficial ownership in Quaker Chemical Corporation.
- The filing reports a 'Partial Settlement' of existing prepaid variable share forward contracts (VPFs) with Citibank N.A. and Royal Bank of Canada (RBC).
- QH Hungary settled a portion of these VPFs by delivering an aggregate of 18,000 shares of Common Stock to Citibank and RBC over three dates: December 30, 2024, December 31, 2024, and January 2, 2025.
- After the Partial Settlement, Gulf Hungary beneficially owns 3,871,112 shares of Quaker Chemical Common Stock, representing approximately 21.8% of the outstanding shares.
- QH Hungary directly beneficially owns 3,866,095 shares, representing approximately 21.7% of the outstanding shares.
- 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.
- Of QH Hungary's shares, 2,123,167 shares are pledged to Citigroup Global Markets Inc. as custodian for a Margin Loan, and 1,247,842 shares are pledged to Citibank and 495,086 shares are pledged to RBC under various Prepaid Variable Share Forward Transactions.
- All 3,866,095 shares directly owned by QH Hungary remain subject to a Shareholder Agreement.
Sentiment
Score: 5
Explanation: The document is a factual update on a shareholder's beneficial ownership and financial arrangements, with no explicit positive or negative implications for the issuer's performance or outlook.
Future Outlook
NA
Industry Context
This filing is a routine update on a significant shareholder's beneficial ownership and financial arrangements, and does not provide broader industry context or trends.
Stakeholder Impact
- Shareholders: Provides updated information on the beneficial ownership of a significant shareholder and the financial arrangements securing their stake.
- Creditors (Citibank, RBC): Details the shares pledged as collateral for existing financial obligations.
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 Citi PVF Security Agreement and Citi Master Confirmation |
| 2020-05-26 | Date of RBC PVF Security Agreement and RBC Master Confirmation |
| 2024-10-28 | Date as of which 17,787,813 shares of Common Stock were outstanding |
| 2024-10-31 | Date Issuer's Quarterly Report on Form 10-Q for Q3 2024 was filed |
| 2024-11-22 | Latest amendment date for certain Citi and RBC Supplemental Confirmations |
| 2024-12-30 | First date of Partial Settlement of VPFs by QH Hungary |
| 2024-12-31 | Second date of Partial Settlement of VPFs by QH Hungary |
| 2025-01-02 | Third date of Partial Settlement of VPFs by QH Hungary and filing date of Amendment No. 28 |
Keywords
Quaker Chemical Corporation, Schedule 13D, Beneficial Ownership, Variable Prepaid Forward, VPF, Share Pledge, Gulf Hungary Holding, QH Hungary Holdings Limited, SEC Filing, Common Stock
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