Gulf Hungary Holding Amends Quaker Chemical Stake Filing

TL;DR

Gulf Hungary Holding just updated their Quaker Chemical filing - ownership details might be changing.

AI Summary

Gulf Hungary Holding Korlatolt Felelossegu Tarsasag and QH Hungary Holdings Limited filed an amendment (No. 19) to their Schedule 13D on November 26, 2024, regarding their holdings in Quaker Chemical Corp. The filing does not disclose specific share counts or dollar amounts but indicates a change in their beneficial ownership status.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of a significant shareholder in Quaker Chemical Corp., which could influence future corporate actions.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings can indicate changes in a significant shareholder's intentions, potentially impacting the stock price.

Key Players & Entities

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

FAQ

Key Financial Figures

• $1.00 — ame of Issuer) Common Stock, par value $1.00 (Title of Class of Securities) 74731
• $624,592.91 — Confirmation, QH Hungary paid Citibank $624,592.91. Pursuant to the November 2024 A&R Citi
• $41,832,900 — Confirmation, Citibank paid QH Hungary $41,832,900. Pursuant to the Ninth Citi Supplementa
• $27,888,600 — ental Confirmation, RBC paid QH Hungary $27,888,600. Pursuant to the Sixth RBC Supplemental
• $199.7500 — Price ") is equal to or less than $199.7500 per Share in the case of tranche 1, $18
• $186.3683 — 500 per Share in the case of tranche 1, $186.3683 per Share in the case of tranche 2 or $
• $159.0000 — 3 per Share in the case of tranche 2 or $159.0000 per Share in the case of tranche 3 (for
• $219.7250 — is between the Forward Floor Price and $219.7250 per Share in the case of tranche 1, $29
• $292.5982 — 250 per Share in the case of tranche 1, $292.5982 per Share in the case of tranche 2 or $
• $174.9000 — 2 per Share in the case of tranche 2 or $174.9000 per Share in the case of tranche 3 (for

Filing Documents

• tm2429563d1_sc13da.htm (SC 13D/A) — 67KB
• tm2429563d1_ex99-1.htm (EX-99.1) — 92KB
• tm2429563d1_ex99-2.htm (EX-99.2) — 88KB
• tm2429563d1_ex99-3.htm (EX-99.3) — 49KB
• tm2429563d1_ex99-4.htm (EX-99.4) — 50KB
• 0001104659-24-123029.txt ( ) — 348KB

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. 19 relates to the November 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 November 2024 A&R Supplemental Confirmations 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. 19.

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. 19 is incorporated herein by reference. The Shares reported on this Amendment No. 19 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 17,787,813 shares of Common Stock outstanding as of October 28, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on October 31, 2024, the Shares owned by the Reporting Persons constitutes approximately 22.6% 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. 19. (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. 19, is hereby incorporated by reference herein. On November 22, 2024, QH Hungary entered into the November 2024 A&R Supplemental Confirmations and the New Supplemental Confirmations. The November 2024 A&R Supplemental Confirmations The Second Citi Supplemental Confirmation covers a maximum aggregate amount of 105,002 Shares divided into three tranches, with tranche 1 comprised of 50 components of 1,070 Shares each for a total 53,500 Shares, 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 and tranche 3 comprised of 75 components (50 components of 453 Shares each, and 25 components of 454 Shares each) for a total of 34,000 Shares. In exchange for amending and restating the Second Citi Supplemental Confirmation, QH Hungary paid Citibank $624,592.91. The First RBC Supplemental Confirmation covers a maximum aggregate amount of 105,002 Shares divided into three tranches, with tranche 1 comprised of 50 components of 1,070 Shares each for a total 53,500 Shares, 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 and tranche 3 comprised of 75 components (50 components of 453 Shares each, and 25 components of 454 Shares each) for a total of 34,000 Shares. In exchange for amending and restating the Second Citi Supplemental Confirmation, QH Hungary paid RBC $624,592.91. With respect to each of the November 2024 A&R Supplemental Confirmations, for each component, QH Hungary is obligated to deliver on the settlement date for such component determined based on the specified scheduled valuation date within the period from November 25, 2024 to February 10, 2025 for tranche 1, May 27, 2026 to August 6, 2026 for tranche 2 and N

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit 99.1 S ixth Amended and Restated Supplemental Confirmation No. 2, dated November 22, 2024, by and among QH Hungary Holdings Limited and Citibank, N.A. Exhibit 99.2 S ixth Amended and Restated Supplemental Confirmation No. 1, dated November 22, 2024, by and among QH Hungary Holdings Limited and Royal Bank of Canada. Exhibit 99.3 Supplemental Confirmation No. 9, dated N ovember 22, 2024, by and among QH Hungary Holdings Limited and Citibank, N.A. Exhibit 99.4 Supplemental Confirmation No. 6, dated N ovember 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 November 26, 2024 GULF HUNGARY HOLDING KORLÁTOLT FELELSSÉG TÁRSASÁG By: /s/ Judit Rozsa Name: Judit Rozsa Title: Managing Director By: /s/ Michael Kelleher Name: Michael Kelleher Title: Managing Director QH HUNGARY HOLDINGS LIMITED By: /s/ Judit Rozsa Name: Judit Rozsa Title: Managing Director By: /s/ Michael Kelleher Name: Michael Kelleher Title: Managing Director

View Full Filing

View this SC 13D/A filing on SEC EDGAR