0001104659-21-035031.txt : 20210311
0001104659-21-035031.hdr.sgml : 20210311
20210311163100
ACCESSION NUMBER: 0001104659-21-035031
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210309
FILED AS OF DATE: 20210311
DATE AS OF CHANGE: 20210311
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gulf Hungary Holding Korlatolt Felelossegu Tarsasag
CENTRAL INDEX KEY: 0001783455
STATE OF INCORPORATION: K5
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12019
FILM NUMBER: 21733726
BUSINESS ADDRESS:
STREET 1: FURJ UTCA 2
CITY: BUDAPEST
STATE: K5
ZIP: 1124
BUSINESS PHONE: 36-1-6464628
MAIL ADDRESS:
STREET 1: FURJ UTCA 2
CITY: BUDAPEST
STATE: K5
ZIP: 1124
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: QUAKER CHEMICAL CORP
CENTRAL INDEX KEY: 0000081362
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRODUCTS OF PETROLEUM & COAL [2990]
IRS NUMBER: 230993790
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE QUAKER PARK
STREET 2: 901 HECTOR STREET
CITY: CONSHOHOCKEN
STATE: PA
ZIP: 19428
BUSINESS PHONE: 6108324000
MAIL ADDRESS:
STREET 1: ONE QUAKER PARK
STREET 2: 901 HECTOR ST
CITY: CONSHOHOCKEN
STATE: PA
ZIP: 19428
4
1
tm219429d6_4.xml
OWNERSHIP DOCUMENT
X0306
4
2021-03-09
0
0000081362
QUAKER CHEMICAL CORP
KWR
0001783455
Gulf Hungary Holding Korlatolt Felelossegu Tarsasag
BAH CENTER, 2 FURJ STREET
BUDAPEST
K5
1124
HUNGARY
0
0
1
0
Common Stock
2021-03-09
4
S
0
118313
D
101054
D
Common Stock
2021-03-09
4
P
0
118313
A
4172897
I
By QH Hungary Holdings Limited
Prepaid Variable Forward Sale Contract
2021-03-09
4
J
1
98644
A
Common Stock
98644
98644
I
By QH Hungary Holdings Limited
Prepaid Variable Forward Sale Contract
2021-03-09
4
J
1
98644
A
Common Stock
98644
98644
I
By QH Hungary Holdings Limited
Prepaid Variable Forward Sale Contract
2021-03-09
4
J
1
51467
A
Common Stock
51467
51467
I
By QH Hungary Holdings Limited
Prepaid Variable Forward Sale Contract
2021-03-09
4
J
1
51467
A
Common Stock
51467
51467
I
By QH Hungary Holdings Limited
Prepaid Variable Forward Sale Contract
2021-03-09
4
J
1
42889
A
Common Stock
42889
42889
I
By QH Hungary Holdings Limited
Prepaid Variable Forward Sale Contract
2021-03-09
4
J
1
42889
A
Common Stock
42889
42889
I
By QH Hungary Holdings Limited
Transfer by the reporting person to QH Hungary Holdings Limited, a wholly owned subsidiary of the reporting person ("QH Hungary").
On March 9, 2021, QH Hungary entered into two prepaid variable share forward transactions with Citibank, N.A. ("Citibank"). See Footnote 3 and Remarks for details of the transaction.
The prepaid forward transactions with Citibank are each divided into 30 components (each a "Component"). For each Component, QH Hungary is obligated to, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from January 26, 2022 to March 9, 2022 or from July 7, 2022 to August 17, 2022 either, at QH Hungary's option, (i) up to 3,288 Shares (or 3,289 Shares for the last four Settlement Dates) to Citi (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares. In exchange for assuming the obligation under the two prepaid forward contracts, QH Hungary received upfront cash prepayments of $21,148,410 and $20,861,652 from Citi.
On March 9, 2021, QH Hungary entered into two prepaid variable share forward transaction with JPMorgan Chase Bank, National Association ("JPMorgan"). See Footnote 5 and Remarks for details of the transaction.
The prepaid forward transactions with JPMorgan are each divided into 30 Components. For each Component, QH Hungary is obligated to, on each Settlement Date either, at QH Hungary's option, (i) up to 1,715 Shares (or 1,716 Shares for the last seventeen Settlement Dates) to JPMorgan based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares. In exchange for assuming the obligation under the two prepaid forward contracts, QH Hungary received upfront cash prepayments of $11,034,074 and $10,884,459 from JPMorgan.
On March 9, 2021, QH Hungary entered into two prepaid variable share forward transaction with Royal Bank of Canada ("RBC"). See Footnote 7 and Remarks for details of the transaction.
The prepaid forward transactions with RBC are each divided into 30 Components. For each Component, QH Hungary is obligated to, on each Settlement Date either, at QH Hungary's option, (i) up to 1,429 Shares (or 1,430 Shares for the last nineteen Settlement Dates) to RBC based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares. In exchange for assuming the obligation under the two prepaid forward contracts, QH Hungary received upfront cash prepayments of $9,195,026 and $9,070,347 from RBC.
The number of Shares (or, at QH Hungary's option, the cash equivalent) to be delivered to the applicable bank on each Settlement Date is to be determined as follows: (a) if the volume-weighted average price per Share on the relevant valuation date, as reasonably determined by such bank by reference to the Bloomberg Page "KWR <equity> AQR <Go>" (or any successor page thereto) (provided that, if such price is not so reported for any reason or is, in the applicable bank's reasonable discretion, erroneous, a price determined by the applicable bank in good faith and a commercially reasonable manner) (the "Settlement Price") is equal to or less than $ 242.25 per Share (the "Forward Floor Price"), QH Hungary will deliver to the applicable bank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $ 285.86 per Share (the "Forward Cap Price"), QH Hungary will deliver to the applicable bank a number of Shares equal to the Subject Number multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, QH Hungary will deliver to the applicable bank a number of Shares equal to the product of (i) the Subject Number and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement Price.
/s/ Judit Rozsa, Managing Director, on behalf of Gulf Hungary Holding Korlatolt Felelossegu Tarsasag
2021-03-11