Gulf Hungary Holding Amends Quaker Chemical Stake Filing

TL;DR

Gulf Hungary Holding updated its 13D filing for Quaker Chemical (KWR) - ownership change incoming?

AI Summary

Gulf Hungary Holding Korlatolt Felelossegu Tarsasag and QH Hungary Holdings Limited filed an amendment (No. 18) to their Schedule 13D on May 24, 2024, regarding their holdings in Quaker Chemical Corp. The filing indicates a change in their beneficial ownership, though specific new dollar amounts or percentages are not detailed in this excerpt. The filing is an update to their previous disclosures concerning Quaker Chemical Corp.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of Quaker Chemical Corp, which could impact its stock price and future business decisions.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in beneficial ownership, which can lead to increased volatility and uncertainty for the subject company's stock.

Key Numbers

• 18 — Amendment Number (Indicates this is the 18th update to the filing.)

Key Players & Entities

• Gulf Hungary Holding Korlatolt Felelossegu Tarsasag (company) — Filer of the Schedule 13D/A
• QH Hungary Holdings Limited (company) — Filer of the Schedule 13D/A
• Quaker Chemical Corp (company) — Subject company of the Schedule 13D/A
• Judit Rozsa (person) — Contact person for the filers
• Reb D. Wheeler, Esq. (person) — Legal counsel for the filers

FAQ

Key Financial Figures

• $1.00 — ame of Issuer) Common Stock, par value $1.00 (Title of Class of Securities) 74731
• $10.3 million — Citibank an aggregate of approximately $10.3 million. Pursuant to the May 2024 Citi Suppleme
• $1.1 million — paid RBC an aggregate of approximately $1.1 million. Pursuant to the May 2024 A&R RBC Suppl
• $39.5 million — Confirmation, Citibank paid QH Hungary $39.5 million. Pursuant to the Eighth Citi Supplement
• $26.3 million — ental Confirmation, RBC paid QH Hungary $26.3 million. Pursuant to the Fifth RBC Supplemental
• $729,309 — Confirmation, QH Hungary paid Citibank $729,309. The Third Citi Supplemental Confirmat
• $2,500,204 — Confirmation, QH Hungary paid Citibank $2,500,204. The Fifth Citi Supplemental Confirmat
• $822,233 — Confirmation, QH Hungary paid Citibank $822,233. The Sixth Citi Supplemental Confirmat
• $5,833,810 — Confirmation, QH Hungary paid Citibank $5,833,810. The Seventh Citi Supplemental Confirm
• $429,035 — Confirmation, QH Hungary paid Citibank $429,035. The First RBC Supplemental Confirmati
• $729,310 — ental Confirmation, QH Hungary paid RBC $729,310. The Third RBC Supplemental Confirmati
• $357,529 — ental Confirmation, QH Hungary paid RBC $357,529. With respect to each of the May 2024
• $186.3683 — Price ") is equal to or less than $186.3683 per Share (for purposes of this paragra
• $292.5982 — is between the Forward Floor Price and $292.5982 per Share (for purposes of this paragra
• $39,500,675 — Confirmation, Citibank paid QH Hungary $39,500,675. The Fifth RBC Supplemental Confirmati

Filing Documents

• tm2415489d1_sc13da.htm (SC 13D/A) — 71KB
• tm2415489d1_ex99-1.htm (EX-99.1) — 62KB
• tm2415489d1_ex99-2.htm (EX-99.2) — 51KB
• tm2415489d1_ex99-3.htm (EX-99.3) — 38KB
• tm2415489d1_ex99-4.htm (EX-99.4) — 36KB
• tm2415489d1_ex99-5.htm (EX-99.5) — 44KB
• tm2415489d1_ex99-6.htm (EX-99.6) — 63KB
• tm2415489d1_ex99-7.htm (EX-99.7) — 43KB
• tm2415489d1_ex99-8.htm (EX-99.8) — 34KB
• tm2415489d1_ex99-9.htm (EX-99.9) — 41KB
• 0001104659-24-065139.txt ( ) — 484KB

Purpose of Transaction

Item 4. Purpose of Transaction

of the Original Schedule 13D is hereby

Item 4 of the Original Schedule 13D is hereby amended to add the following: This Amendment No. 18 relates to the May 2024 A&R Supplemental Confirmations and the New Supplemental Confirmations, the purpose of which is to facilitate the transactions contemplated thereby. These transactions were designed for QH Hungary to extend the settlement date in the case of the May 2024 A&R Supplemental Confirmation and, in the case of the New Supplemental Confirmations, raise financing while maintaining an opportunity to share in the Issuer’s future growth. These transactions are described in further detail in Item 6 of this Amendment No. 18.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Original Schedule 13D is hereby

Item 5 of the Original Schedule 13D is hereby amended and restated as follows: (a) – (b) The information contained on the cover pages to this Amendment No. 18 is incorporated herein by reference. The Shares reported on this Amendment No. 17 are held by the Reporting Persons. QH Hungary is a wholly-owned subsidiary of Gulf Hungary, which is owned by Gulf Houghton, which is a subsidiary of Gulf Oil International. Gulf Oil International is owned by Amas Holding SPF (“ Amas Holding ”), a private wealth holding company, which in turn is beneficially owned by multiple members of the Hinduja family, with no single individual having a beneficial interest in Amas Holding of 5% or more. Based upon 17,989,892 shares of Common Stock outstanding as of April 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on May 2, 2024, the Shares owned by the Reporting Persons constitutes approximately 22.3% of the issued and outstanding Common Stock of the Issuer. Except for the Shares owned by the Reporting Persons, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons listed in Item 2(a)-(c) hereto beneficially owns any other securities of the Issuer. (c) Except as described in Item 3, Item 4 and Item 6, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person listed in Item 2(a)-(c), have effected any transactions in the Common Stock during the past 60 days. (d) Except as described in Item 3, Item 4 and Item 6, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Amendment No. 18. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

of the Original Schedule 13D is hereby

Item 6 of the Original Schedule 13D is hereby amended to add the following: The information contained in Item 3 and 4 of the Original Schedule 13D, as amended by this Amendment No. 17, is hereby incorporated by reference herein. On May 22, 224, QH Hungary entered into the May 2024 A&R Supplemental Confirmations and the New Supplemental Confirmations. The May 2024 A&R Supplemental Confirmations The Second Citi Supplemental Confirmation covers a maximum aggregate amount of 105,002 Shares divided into two tranches, with tranche 1 (which was not amended on May 22, 2024) comprised of 50 components of 1,750 Shares each for a total 87,500 Shares, and tranche 2 comprised of 50 components (48 components of 350 Shares each, and 2 components of 351 Shares each) for a total of 17,502 Shares. In exchange for amending and restating the Second Citi Supplemental Confirmation, QH Hungary paid Citibank $729,309. The Third Citi Supplemental Confirmation covers a maximum aggregate amount of 60,000 Shares divided into 50 components of 1,200 Shares each. In exchange for amending and restating the Third Citi Supplemental Confirmation, QH Hungary paid Citibank $2,500,204. The Fifth Citi Supplemental Confirmation covers a maximum aggregate amount of 19,732 Shares divided into 50 components (18 components of 394 Shares each and 32 components of 395 Shares each). In exchange for amending and restating the Fifth Citi Supplemental Confirmation, QH Hungary paid Citibank $822,233. The Sixth Citi Supplemental Confirmation covers a maximum aggregate amount of 140,000 Shares divided into 50 components of 2,800 Shares each. In exchange for amending and restating the Sixth Citi Supplemental Confirmation, QH Hungary paid Citibank $5,833,810. The Seventh Citi Supplemental Confirmation covers a maximum aggregate amount of 10,296 Shares divided into 50 components (4 components of 205 Shares each and 46 components of 206 Shares each). In exchange for amending and restating the Seventh Citi Supplem

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit 99.1 Fifth Amended and Restated Supplemental Confirmation No. 2, dated May 22, 2024, by and among QH Hungary Holdings Limited and Citibank, N.A. Exhibit 99.2 Second Amended and Restated Supplemental Confirmation No. 3, dated May 22, 2024, by and among QH Hungary Holdings Limited and Citibank, N.A. Exhibit 99.3 Second Amended and Restated Supplemental Confirmation No. 5, dated May 22, 2024, by and among QH Hungary Holdings Limited and Citibank, N.A. Exhibit 99.4 Second Amended and Restated Supplemental Confirmation No. 6, dated May 22, 2024, by and among QH Hungary Holdings Limited and Citibank, N.A. Exhibit 99.5 Second Amended and Restated Supplemental Confirmation No. 7, dated May 22, 2024, by and among QH Hungary Holdings Limited and Citibank, N.A. Exhibit 99.6 Fifth Amended and Restated Supplemental Confirmation No. 1, dated May 22, 2024, by and among QH Hungary Holdings Limited and Royal Bank of Canada. Exhibit 99.7 Second Amended and Restated Supplemental Confirmation No. 3, dated May 22, 2024, by and among QH Hungary Holdings Limited and Royal Bank of Canada. Exhibit 99.8 Supplemental Confirmation No. 8, dated May 22, 2024, by and among QH Hungary Holdings Limited and Citibank, N.A. Exhibit 99.9 Supplemental Confirmation No. 5, dated May 22, 2024, by and among QH Hungary Holdings Limited and Royal Bank of Canada. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated May 24, 2024 GULF HUNGARY HOLDING KORLÁTOLT FELELSSÉG TÁRSASÁG By: /s/ Judit Rozsa

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