SCHEDULE 13D/A: Quaker Chemical Corporation: Major Shareholder Updates Beneficial Ownership Following Partial VPF Settlement
Beneficial Ownership Update
Gulf Hungary Holding and QH Hungary Holdings Limited have updated their beneficial ownership in Quaker Chemical Corporation to 21.2% after partially settling variable prepaid forward contracts with Citibank and Royal Bank of Canada.
Summary
- Gulf Hungary Holding Korlatolt Felelossegu Tarsasag and its wholly-owned subsidiary QH Hungary Holdings Limited, collectively referred to as the Reporting Persons, filed Amendment No. 34 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 17,998 shares of Common Stock to Citibank and RBC between January 27, 2025, and January 29, 2025, to settle portions of these VPF obligations.
- Following the partial settlement, QH Hungary remains the direct beneficial owner of 3,764,097 shares, while Gulf Hungary remains the indirect beneficial owner of these shares and the direct beneficial owner of an additional 5,017 shares.
- The total aggregate beneficial ownership for Gulf Hungary is 3,769,114 shares, representing approximately 21.2% of Quaker Chemical Corporation's outstanding Common Stock, based on 17,787,813 shares outstanding as of October 28, 2024.
- A significant portion of QH Hungary's shares (3,764,097 shares) remains pledged to secure obligations under a Margin Loan (2,123,167 shares) and various Prepaid Variable Share Forward Transactions with Citibank (1,196,111 shares) and RBC (444,819 shares).
Sentiment
Score: 5
Explanation: The document is a factual, compliance-driven report of a pre-arranged financial transaction by a beneficial owner, with no inherent positive or negative sentiment regarding the issuer's operations or future prospects. It simply updates ownership details.
Risks
- A substantial portion of QH Hungary's shares (3,764,097 shares) are pledged as collateral for obligations under a Margin Loan and various Prepaid Variable Share Forward Transactions with Citibank and Royal Bank of Canada.
- The ongoing nature of the remaining VPFs and the Margin Loan means QH Hungary continues to have financial obligations secured by its shares, which could lead to further share deliveries or cash settlements depending on market conditions and contractual terms.
Future Outlook
The document does not provide forward-looking statements or guidance beyond the reporting of the partial settlement of existing financial instruments. It implies ongoing obligations under the remaining variable prepaid forward transactions and the margin loan.
Industry Context
This filing is a routine update on beneficial ownership by a significant shareholder and does not provide information relevant to broader industry trends or competitor analysis for Quaker Chemical Corporation. It primarily reflects the financial arrangements of the reporting entities.
Stakeholder Impact
- Shareholders: The filing updates the reported beneficial ownership percentage of a significant shareholder, providing transparency on their holdings and associated financial arrangements.
- Reporting Persons (Gulf Hungary, QH Hungary): The partial settlement reduces their outstanding obligations under the VPFs, while a substantial portion of their shares remains pledged as collateral for existing financial instruments.
- Financial Institutions (Citibank, RBC): They received shares as part of the VPF settlement, fulfilling a portion of the contractual obligations.
Next Steps
- The document implies ongoing obligations under the remaining variable prepaid forward transactions and the margin loan, which may lead to further share deliveries or settlements in the future as per the terms of these agreements.
Key Dates
| Date | Description |
|---|---|
| 2019-08-09 | Original Schedule 13D filed |
| 2020-04-13 | Amendment No. 1 to Schedule 13D filed |
| 2020-05-19 | Citi PVF Security Agreement and Citi Master Confirmation dated |
| 2020-05-21 | Amendment No. 2 to Schedule 13D filed |
| 2020-05-26 | RBC PVF Security Agreement and RBC Master Confirmation dated; Original date of Second Citi Supplemental Confirmation and First RBC Supplemental Confirmation |
| 2020-05-28 | Amendment No. 3 to Schedule 13D filed |
| 2020-08-27 | Original date of Third Citi Supplemental Confirmation and Sixth Citi Supplemental Confirmation |
| 2020-08-31 | Amendment No. 4 to Schedule 13D filed |
| 2021-03-09 | Original date of Fourth, Fifth, and Seventh Citi Supplemental Confirmations; Original date of Second, Third, and Fourth RBC Supplemental Confirmations |
| 2021-03-11 | Amendment No. 5 to Schedule 13D filed |
| 2021-11-24 | Amendment and restatement date for multiple supplemental confirmations (Citi and RBC) |
| 2022-05-26 | Amendment No. 6 to Schedule 13D filed |
| 2022-07-13 | Amendment No. 7 to Schedule 13D filed |
| 2022-07-18 | Amendment No. 8 to Schedule 13D filed |
| 2022-07-21 | Amendment No. 9 to Schedule 13D filed |
| 2022-07-26 | Amendment No. 10 to Schedule 13D filed |
| 2022-07-29 | Amendment No. 11 to Schedule 13D filed |
| 2022-08-03 | Amendment No. 12 to Schedule 13D filed |
| 2022-08-08 | Amendment No. 13 to Schedule 13D filed |
| 2022-08-10 | Amendment and restatement date for multiple supplemental confirmations (Citi and RBC) |
| 2022-08-11 | Amendment No. 14 to Schedule 13D filed |
| 2022-08-12 | Amendment No. 15 to Schedule 13D filed |
| 2023-03-06 | Amendment and restatement date for multiple supplemental confirmations (Citi and RBC) |
| 2023-03-08 | Amendment No. 16 to Schedule 13D filed |
| 2023-11-22 | Amendment and restatement date for First Citi Supplemental Confirmation |
| 2023-11-27 | Amendment No. 17 to Schedule 13D filed |
| 2024-05-22 | Original date of Eighth Citi Supplemental Confirmation and Fifth RBC Supplemental Confirmation; Amendment date for multiple supplemental confirmations (Citi and RBC) |
| 2024-05-24 | Amendment No. 18 to Schedule 13D filed |
| 2024-10-28 | Date of Common Stock outstanding reported in Issuer's 10-Q |
| 2024-10-31 | Issuer's Quarterly Report on Form 10-Q filed with SEC |
| 2024-11-22 | Original date of Ninth Citi Supplemental Confirmation and Sixth RBC Supplemental Confirmation; Amendment date for multiple supplemental confirmations (Citi and RBC) |
| 2024-11-26 | Amendment No. 19 to Schedule 13D filed |
| 2024-11-27 | Amendment No. 20 to Schedule 13D filed |
| 2024-12-04 | Amendment No. 21 to Schedule 13D filed |
| 2024-12-09 | Amendment No. 22 to Schedule 13D filed |
| 2024-12-12 | Amendment No. 23 to Schedule 13D filed |
| 2024-12-17 | Amendment No. 24 to Schedule 13D filed |
| 2024-12-20 | Amendment No. 25 to Schedule 13D filed |
| 2024-12-26 | Amendment No. 26 to Schedule 13D filed |
| 2024-12-27 | Amendment No. 27 to Schedule 13D filed |
| 2025-01-02 | Amendment No. 28 to Schedule 13D filed |
| 2025-01-07 | Amendment No. 29 to Schedule 13D filed |
| 2025-01-10 | Amendment No. 30 to Schedule 13D filed |
| 2025-01-15 | Amendment No. 31 to Schedule 13D filed |
| 2025-01-21 | Amendment No. 32 to Schedule 13D filed |
| 2025-01-24 | Amendment No. 33 to Schedule 13D filed |
| 2025-01-27 | Date of event requiring filing of this statement; First day of partial settlement of VPFs |
| 2025-01-28 | Second day of partial settlement of VPFs |
| 2025-01-29 | Third day of partial settlement of VPFs; Filing date of this Amendment No. 34 |
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, Common Stock, Shareholder
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