SCHEDULE 13D/A: Major Shareholder Updates Stake in Quaker Chemical Corporation Following Variable Prepaid Forward Settlement

Gulf Hungary Holding and QH Hungary Holdings Limited have updated their beneficial ownership in Quaker Chemical Corporation to 20.9% and 20.8% respectively, following the partial settlement of variable prepaid forward contracts.

Summary

• Gulf Hungary Holding Korlatolt Felelossegu Tarsasag and its wholly-owned subsidiary QH Hungary Holdings Limited continue to be significant beneficial owners of Quaker Chemical Corporation Common Stock.
• Gulf Hungary beneficially owns an aggregate of 3,715,129 shares, representing approximately 20.9% of the outstanding Common Stock.
• QH Hungary beneficially owns 3,710,112 shares, representing approximately 20.8% of the outstanding Common Stock.
• The filing reports a partial settlement of five existing variable prepaid forward sale contracts (VPFs) with Citibank N.A. and Royal Bank of Canada.
• QH Hungary delivered an aggregate of 17,994 shares of Common Stock to Citibank and RBC between February 7, 2025, and February 11, 2025, to settle portions of these VPF obligations.
• Of the shares owned by QH Hungary, 2,123,167 shares are pledged for a Margin Loan, and 1,168,730 shares are pledged to Citibank and 418,215 shares are pledged to Royal Bank of Canada for Prepaid Variable Share Forward Transactions.
• The beneficial ownership percentages are based on 17,787,813 shares of Common Stock outstanding as of October 28, 2024.

Sentiment

Score: 5

Explanation: The document is a factual, regulatory disclosure of beneficial ownership changes and financial arrangements, containing no explicit positive or negative operational or financial news for the issuer.

Risks

• A significant portion of QH Hungary's shares (2,123,167 shares) are pledged to Citigroup Global Markets Inc. to secure obligations under a Margin Loan, which could expose the reporting person to margin calls if the stock price declines.
• An additional 1,168,730 shares are pledged to Citibank N.A. and 418,215 shares to Royal Bank of Canada to secure obligations under Prepaid Variable Share Forward Transactions, which could require further share deliveries or cash payments depending on the stock's performance.

Future Outlook

The filing primarily details past transactions related to beneficial ownership and VPF settlements. It notes that all 3,710,112 shares directly owned by QH Hungary remain subject to the Shareholder Agreement.

Industry Context

This filing is a routine disclosure of a significant shareholder's beneficial ownership and financial arrangements related to their stake. It does not provide information on broader industry trends or competitive landscape for Quaker Chemical Corporation.

Related Party Transactions

• QH Hungary Holdings Limited is a wholly-owned subsidiary of Gulf Hungary Holding Korlatolt Felelossegu Tarsasag. Gulf Hungary is owned by Gulf Houghton, which is a subsidiary of Gulf Oil International, ultimately owned by Amas Holding SPF (beneficially owned by multiple members of the Hinduja family).

Stakeholder Impact

• Shareholders: Provides transparency regarding the ownership structure and financial arrangements of a significant shareholder, which could influence perceptions of stability or potential future share movements by this large holder.
• Creditors (Citibank, RBC): The VPFs and Margin Loan represent financial obligations of the reporting persons secured by Quaker Chemical shares, impacting the creditors' exposure to the stock.

Next Steps

• The 3,710,112 shares directly owned by QH Hungary will continue to be subject to the Shareholder Agreement.

Key Dates

Keywords

Quaker Chemical Corporation, Schedule 13D, Beneficial Ownership, Variable Prepaid Forward, VPF, SEC Filing, Gulf Hungary Holding, QH Hungary Holdings Limited, Shareholder Agreement, Margin Loan, Citibank, Royal Bank of Canada