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

Gulf Hungary Holding and its subsidiary QH Hungary Holdings have updated their beneficial ownership in Quaker Chemical Corporation after partially settling variable prepaid forward contracts, maintaining a significant stake.

Summary

• Gulf Hungary Holding Korlatolt Felelossegu Tarsasag and its wholly-owned subsidiary, QH Hungary Holdings Limited, have filed Amendment No. 36 to their Schedule 13D regarding their beneficial ownership of Quaker Chemical Corporation's Common Stock.
• As of the filing, Gulf Hungary beneficially owns an aggregate of 3,733,123 shares, representing approximately 21.0% of the outstanding Common Stock.
• QH Hungary Holdings Limited directly beneficially owns 3,728,106 shares, which constitutes approximately 20.9% of the outstanding Common Stock.
• The filing reports a 'Partial Settlement' of existing variable prepaid forward sale contracts (VPFs) with Citibank N.A. and Royal Bank of Canada (RBC).
• On February 4, 5, and 6, 2025, QH Hungary delivered a total of 17,994 shares of Common Stock (3,042 shares to Citibank and 2,956 shares to RBC on each of those dates) to settle a portion of its obligations under these VPFs.
• After this partial settlement, QH Hungary remains the direct beneficial owner of 3,728,106 shares, and Gulf Hungary remains the indirect beneficial owner of the same shares, in addition to 5,017 shares directly owned by Gulf Hungary.
• 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 Corporation's Form 10-Q for the fiscal quarter ended September 30, 2024.

Sentiment

Score: 5

Explanation: The document provides a factual update on a significant shareholder's beneficial ownership and the settlement of existing financial instruments. It does not contain information that would inherently suggest a positive or negative operational impact on the company, thus maintaining a neutral sentiment.

Risks

• A significant portion of QH Hungary's beneficially owned shares (2,123,167 shares) are pledged to Citigroup Global Markets Inc. as custodian to secure obligations under a Margin Loan, which could lead to forced sales if margin calls are not met.
• An additional 1,177,856 shares are pledged to Citibank N.A. and 427,083 shares are pledged to Royal Bank of Canada to secure obligations under various Prepaid Variable Share Forward Transactions, which may require delivery of shares or cash payments depending on the terms and market conditions.

Future Outlook

The document does not contain any explicit forward-looking statements or guidance regarding the Issuer's future performance or operations.

Industry Context

This filing is a routine update on a significant shareholder's position and financial arrangements, rather than an announcement related to broader industry trends or competitive landscape for Quaker Chemical Corporation.

Related Party Transactions

• The reporting persons, Gulf Hungary Holding Korlatolt Felelossegu Tarsasag and QH Hungary Holdings Limited, are ultimately beneficially owned by multiple members of the Hinduja family through a private wealth holding company, Amas Holding SPF, which owns Gulf Oil International, which in turn owns Gulf Houghton, the parent of Gulf Hungary.

Stakeholder Impact

• Shareholders: The partial settlement of VPFs by a significant shareholder could influence market perception regarding the stability of the shareholding structure and potential future share movements, although the overall beneficial ownership percentage remains substantial.

Key Dates

Keywords

Quaker Chemical Corporation, SEC filing, Schedule 13D, beneficial ownership, variable prepaid forward, VPF, share settlement, Gulf Hungary Holding, QH Hungary Holdings Limited, stock ownership, institutional investor