0001104659-21-035033.txt : 20210311 0001104659-21-035033.hdr.sgml : 20210311 20210311163122 ACCESSION NUMBER: 0001104659-21-035033 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: QH Hungary Holdings Ltd CENTRAL INDEX KEY: 0001808660 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12019 FILM NUMBER: 21733735 BUSINESS ADDRESS: STREET 1: STERLING TRUST CAYMAN LTD, WH STREET 2: 238 NORTH CHURCH STREET, P.O BOX 1043 CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1102 BUSINESS PHONE: 36 1 646 4638 MAIL ADDRESS: STREET 1: STERLING TRUST CAYMAN LTD, WH STREET 2: 238 NORTH CHURCH STREET, P.O BOX 1043 CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1102 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 tm219429d5_4.xml OWNERSHIP DOCUMENT X0306 4 2021-03-09 0 0000081362 QUAKER CHEMICAL CORP KWR 0001808660 QH Hungary Holdings Ltd BAH CENTER, 2 FURJ STREET BUDAPEST K5 1124 HUNGARY 0 0 1 0 Common Stock 2021-03-09 4 P 0 118313 A 4172897 D Prepaid Variable Forward Sale Contract 2021-03-09 4 J 1 98644 A Common Stock 98644 98644 D Prepaid Variable Forward Sale Contract 2021-03-09 4 J 1 98644 A Common Stock 98644 98644 D Prepaid Variable Forward Sale Contract 2021-03-09 4 J 1 51467 A Common Stock 51467 51467 D Prepaid Variable Forward Sale Contract 2021-03-09 4 J 1 51467 A Common Stock 51467 51467 D Prepaid Variable Forward Sale Contract 2021-03-09 4 J 1 42889 A Common Stock 42889 42889 D Prepaid Variable Forward Sale Contract 2021-03-09 4 J 1 42889 A Common Stock 42889 42889 D Transfer by Gulf Hungary Holding Korlatolt Felelossegu Tarsasag ("Gulf Hungary"), parent company of the Reporting Person, to the Reporting Person. On March 9, 2021, the Reporting Person 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, the reporting person 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 (as applicable) either, at the reporting person'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, the reporting person received upfront cash prepayments of $21,148,410 and $20,861,652 from Citi. On March 9, 2021, the Reporting Person 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, the reporting person is obligated to, on each Settlement Date either, at the reporting person's option, (i) up to 1,715 Shares (or 1,716 Shares for the last seventeen Settlement Dates) to JPMorgan (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, the reporting person received upfront cash prepayments of $11,034,074 and $10,884,459 from JPMorgan. On March 9, 2021, the Reporting Person 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, the reporting person is obligated to, on each Settlement Date either, at the reporting person'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, the reporting person received upfront cash prepayments of $9,195,026 and $9,070,347 from RBC. The number of Shares (or, at the reporting person'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 the applicable 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"), the reporting person 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"), the reporting person 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, the reporting person 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 QH Hungary Holdings Limited 2021-03-11