XML 19 R8.htm IDEA: XBRL DOCUMENT v3.7.0.1
Houghton Combination
6 Months Ended
Jun. 30, 2017
Business Combination Separately Recognized Transaction [Abstract]  
Business Combination Separately Recognized Transactions Table Text Block

Note 2 – Houghton Combination

On April 4, 2017, Quaker entered into a share purchase agreement with Gulf Houghton Lubricants, Ltd. to purchase the entire issued and outstanding share capital of Houghton International, Inc. (“Houghton”) (herein referred to as “the Combination”). The shares will be bought for aggregate purchase consideration consisting of: (i) $172.5 million in cash; (ii) a number of shares of common stock, $1.00 par value per share, of the Company comprising 24.5% of the common stock outstanding upon the closing of the Combination; and (iii) the Company’s assumption of Houghton’s net indebtedness as of the closing of the Combination, which is estimated to be approximately $690 million. At closing, the total aggregate purchase consideration is dependent on the Company’s stock price and the level of Houghton’s indebtedness.

The Company secured $1.15 billion in commitments from Bank of America Merrill Lynch and Deutsche Bank to fund the Combination and to provide additional liquidity. As of June 30, 2017, the Company replaced these commitments with a syndicated bank agreement (“the New Credit Facility”) with a group of lenders for $1.15 billion. Funding of the New Credit Facility is contingent upon closing of the Combination, and the Company will only incur interest costs to maintain the banks’ committed capital until closing. The New Credit Facility will include a $400.0 million multicurrency revolver, a $575.0 million USD term loan and a $175.0 million EUR equivalent term loan, each with a five year term from the date the New Credit Facility becomes effective. The maximum amount available under the New Credit Facility can be increased by $200.0 million at the Company’s option if the lenders agree and the Company satisfies certain conditions. Borrowings under the New Credit Facility will generally bear interest at a base rate or LIBOR rate plus a margin, which the Company currently estimates the annual floating rate cost will be in the 3.25% area based on current market interest rates. Access to the New Credit Facility will be dependent on meeting certain financial and other covenants, but primarily depends on the Company’s consolidated net debt to adjusted EBITDA ratio which cannot exceed 4.25 to 1 and the Company’s consolidated adjusted EBITDA to interest expense ratio which cannot be lower than 3.0 to 1. Both the USD and EUR equivalent term loans will have quarterly principal amortization during their respective five year terms, with 5% amortization of the principal balance due in years 1 and 2, 7.5% in year 3, and 10% in years 4 and 5, with the remaining principal amounts due at maturity.

In addition, the issuance of the Company’s shares at closing of the Combination is subject to approval by Quaker’s shareholders under the rules of the New York Stock Exchange. The Company expects to seek approval of the share issuance at a meeting of the Company’s shareholders in the third quarter of 2017. Also, the Combination is subject to regulatory approval in the United States, Europe, China and Australia. During July 2017, the Company received regulatory approval from China. Depending on the shareholder and regulatory approvals noted above, as well as other customary terms and conditions set forth in the share purchase agreement, the Company currently estimates closing of the Combination to occur either in the fourth quarter of 2017 or the first quarter of 2018.

The Company incurred costs of $4.3 million, or $0.27 per diluted share, and $13.4 million, or $0.95 per diluted share, during the three and six months ending June 30, 2017, respectively, for certain legal, regulatory, environmental, financial, and other advisory and consultant costs related to due diligence, as well as integration planning and financing costs associated with the Combination. There were no similar costs incurred during the same periods of 2016. As of June 30, 2017 and December 31, 2016, the Company had current liabilities related to the Combination of $3.8 million and $0.5 million, respectively, primarily recorded within other current liabilities on its Condensed Consolidated Balance Sheets.