0001104659-23-030117.txt : 20230308
0001104659-23-030117.hdr.sgml : 20230308
20230308161947
ACCESSION NUMBER: 0001104659-23-030117
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230306
FILED AS OF DATE: 20230308
DATE AS OF CHANGE: 20230308
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: 23716364
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
tm238929d1_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2023-03-06
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
Variable Prepaid Forward Sale Contract
2023-03-06
4
J
1
105002
A
Common Stock
105002
105002
I
By QH Hungary Holdings Limited
Variable Prepaid Forward Sale Contract
2023-03-06
4
J
1
98644
A
Common Stock
98644
98644
I
By QH Hungary Holdings Limited
Variable Prepaid Forward Sale Contract
2023-03-06
4
J
1
105002
A
Common Stock
105002
105002
I
By QH Hungary Holdings Limited
Variable Prepaid Forward Sale Contract
2023-03-06
4
J
1
42889
A
Common Stock
42889
42889
I
By QH Hungary Holdings Limited
Variable Prepaid Forward Sale Contract
2023-03-06
4
J
1
51467
A
Common Stock
51467
51467
I
By QH Hungary Holdings Limited
On March 6, 2023, QH Hungary Holdings Limited, a wholly owned subsidiary of the reporting person ("QH Hungary"), amended two existing and previously reported variable prepaid forward sale contracts ("VPFs") with Citibank, N.A. ("Citibank"). See Footnotes 2, 3, 4 and 5 and Remarks for details of the amended transactions.
The (a) first of the amended VPFs with Citibank originally entered into on May 26, 2020, as amended and restated on March 9, 2021, as further amended and restated on November 24, 2021, as further amended and restated on August 10, 2022, and as further amended and restated on March 6, 2023 covering a maximum aggregate amount of 105,002 shares ("Citi VPF No. 2") is divided into one tranche ("Tranche 1") of 50 components of 1,750 shares each for a total 87,500 shares and a second tranche ("Tranche 2") of 50 components of 350 shares each (except for 2 Components at 351 shares each) for a total 17,502 shares (each a "Component") and (continued in Footnote 3)
(b) second of the amended VPFs with Citibank originally entered into on March 9, 2021, as amended and restated on November 24, 2021, and as further amended and restated on March 6, 2023 covering a maximum aggregate amount of 98,644 shares ("Citi VPF No. 4") is divided into 50 Components, with 44 Components of 1,973 shares each and 6 Components of 1,972 shares each.
For each Component, QH Hungary is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from November 25, 2024 to February 10, 2025 for Tranche 1 of Citi VPF No. 2, May 28, 2024 to August 8, 2024 for Tranche 2 of Citi VPF No. 2 and November 25, 2024 to February 10, 2025 for Citi VPF No. 4 either, at QH Hungary's option: (a) (1) up to 1,750 Shares (Tranche 1) and up to 350 Shares (or 351 Shares for two of such Settlement Dates) (Tranche 2) of Citi VPF No. 2, and (b) up to 1,973 Shares (or 1,972 Shares for the last 6 Settlement Dates) for Citi VPF No. 4, to Citibank (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 amending (a) Citi VPF No. 2, QH Hungary paid $1,607,300.23 to Citibank and (b) Citi VPF No. 4, QH Hungary paid $1,812,005.99 to Citibank.
On March 6, 2023, QH Hungary amended three existing and previously reported VPFs with Royal Bank of Canada ("RBC"). See Footnotes 7, 8 and 9 and Remarks for details of the amended transactions.
The (a) first of the amended VPFs with RBC originally entered into on May 26, 2020, as amended and restated on March 9, 2021, as further amended and restated on November 24, 2021, as further amended and restated on August 10, 2022, and as further amended and restated on March 6, 2023 covering a maximum aggregate amount of 105,002 shares ("RBC VPF No. 1") is divided into one tranche ("Tranche 1") of 50 components of 1,750 shares each for a total of 87,500 shares and a second tranche ("Tranche 2") of 50 components of 350 shares each (except for 2 components at 351 shares each) for a total of 17,502 shares (each a "Component"), (b) second of the amended VPFs with RBC originally entered into on March 9, 2021, as amended and restated on November 24, 2021, and as further amended and restated on March 6, 2023 covering a maximum aggregate amount of 42,889 shares ("RBC VPF No. 2") (continued in Footnote 8)
is divided into 50 Components with 39 Components of 858 shares each and 11 Components of 857 shares each and (c) third of the amended VPFs with RBC originally entered into on March 9, 2021, as amended and restated on November 24, 2021, and as further amended and restated on March 6, 2023 covering a maximum aggregate amount of 51,467 shares ("RBC VPF No. 4") is divided into 50 Components, with 17 Components of 1,030 shares each and 33 Components of 1,029 shares each. For each Component, QH Hungary is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from November 25, 2024 to February 10, 2025 for Tranche 1 of RBC VPF No. 1, May 28, 2024 to August 8, 2024 for Tranche 2 of RBC VPF No. 1 and November 25, 2024 to February 10, 2025 for each of RBC VPF No. 2 and RBC VPF No. 4 (as applicable) either, at QH Hungary's option: (continued in Footnote 9)
(a) (1) up to 1,750 Shares (Tranche 1) and up to 350 Shares (or 351 Shares for two of such Settlement Dates) (Tranche 2) of RBC VPF No. 1, (b) up to 858 Shares (or 857 Shares for the last 11 Settlement Dates) for RBC VPF No. 2 and (c) up to 1,030 Shares (or 1,029 Shares for the last 33 Settlement Dates) for RBC VPF No. 4, to RBC (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 amending (a) RBC VPF No. 1, QH Hungary paid $1,607,300.23 to RBC, (b) RBC VPF No. 2, QH Hungary paid $787,834.29 to RBC and (b) RBC VPF No. 4, QH Hungary paid $945,404.81 to 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 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 $199.7500 per Share (or, in the case of each Tranche 2, $184.2694 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 $219.7250 per Share (or, in the case of each Tranche 2, $202.6963 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 the Reporting Person
2023-03-08