QUAKER CHEMICAL CORPORATION (NYSE:KWR) Files An 8-K Entry into a Material Definitive Agreement

QUAKER CHEMICAL CORPORATION (NYSE:KWR) Files An 8-K Entry into a Material Definitive Agreement

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Entry into a Material Definitive Agreement.

Commitment Letter

As previously disclosed by Quaker Chemical Corporation, a
Pennsylvania corporation (the Company), in a
Current Report on Form 8-K, filed with the Securities and
Exchange Commission (the Commission) on April 5,
2017, the Company entered into entered into a Share Purchase
Agreement (the Share Purchase Agreement) on
April 4, 2017 with Gulf Houghton Lubricants, Ltd., an exempted
company incorporated under the laws of the Cayman Islands
(Gulf Houghton), Global Houghton Ltd., an
exempted company incorporated under the laws of the Cayman
Islands (Global Houghton), and
certain members of the management of Global Houghton
(collectively with Gulf Houghton, the Sellers)
and Gulf Houghton Lubricants, Ltd., as agent for the Sellers (the
Sellers Representative), to which the Company
has agreed to purchase (the Acquisition) the
entire issued and outstanding share capital (the
Shares) of Global Houghton from the Sellers.

In connection with entering into the Share Purchase Agreement and
the transactions contemplated thereby, the Company on April 4,
2017 also entered into a Senior Secured Credit Facilities
Commitment Letter (together with all exhibits thereto, the
Commitment Letter) with Bank of America, N.A.,
Merrill Lynch, Pierce, Fenner Smith Incorporated, Deutsche Bank
AG New York Branch and Deutsche Bank Securities Inc.
(collectively, the Commitment Parties). to the
Commitment Letter and subject to the terms and conditions set
forth therein, the Commitment Parties have committed to provide
senior secured credit facilities of up to $1.15 billion
consisting of (i) a $575 million senior secured term loan to the
Company on the closing date, (ii) a senior secured term loan in
Euros in an amount equal to $175 million to Quaker Chemical B.V.
and/or Quaker Chemical Europe B.V. (collectively, the
Foreign Borrowers) on the closing date, and
(iii) a $400 million revolving facility available to the Foreign
Borrowers or the Company (collectively, the
Financing). The proceeds of the term loans and a
portion of the revolving credit loans would be used, together
with shares of capital stock of the Company and cash on hand, for
the purpose of funding (i) the payment of the consideration in
respect of the Acquisition, (ii) the repayment of existing
indebtedness of the Company and its subsidiaries, (iii) the
repayment of indebtedness of Global Houghton and its subsidiaries
at the closing of the Acquisition, and (iv) the payment of fees
and expenses incurred in connection with the foregoing. It is
also expected that the remainder of the revolving facility would
remain available to provide liquidity for the Company after the
closing of the Acquisition and for other general corporate
purposes. The commitment to provide the Financing is subject to
certain terms and conditions, including the negotiation of
definitive documentation and other customary closing conditions
consistent with the Share Purchase Agreement and Commitment
Letter. The definitive documentation governing the Financing will
contain, among other terms, affirmative and negative covenants,
financial covenants, and events of default, in each case to be
negotiated by the parties consistent with the Commitment Letter.
The consummation of the Acquisition is not conditioned upon
receipt of the proceeds from the Financing or any replacement

The foregoing description of the Commitment Letter does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Commitment Letter, which is
filed as Exhibit 10.1 hereto and is incorporated herein by


In connection with the proposed Acquisition, the Company will
file a proxy statement with the Securities and Exchange
CONTAIN IMPORTANT INFORMATION. Investors and security holders may
obtain a free copy of the proxy statement (when available) and
other documents filed by the Company with the Commission at the
Commission’s web site at http://www.sec.gov. Free copies
of the proxy statement, once available, and of the Companys other
filings with the Commission may also be obtained from the Company
by directing a request to: VictoriaK.Gehris, Investor Relations,

The Company and its directors, executive officers and other
members of its management may solicit proxies from its
shareholders in favor of the transaction. Information concerning
such persons who may be considered participants in the
solicitation of the Companys shareholders under the rules of the
Commission will be set forth in the definitive proxy statement to
be filed by the Company with the Commission in connection with
the transaction.


This report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These forward-looking
statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those
projected in such statements. A major risk is that demand for the
Company’s products and services is largely derived from the
demand for its customers’ products, which subjects the Company
to uncertainties related to downturns in a customer’s business
and unanticipated customer production shutdowns. Other major
risks and uncertainties include, but are not limited to,
significant increases in raw material costs, customer financial
stability, worldwide economic and political conditions, foreign
currency fluctuations, future terrorist attacks and other acts of
violence. Other factors, including those related to the
transaction, could also adversely affect us including, but not
limited to:

the risk that the Company shareholders may not approve the
issuance of certain consideration for the proposed
the risk that a required regulatory approval will not be
obtained or is subject to conditions that are not anticipated
or acceptable to us;
the potential for regulatory authorities to require
divestitures in connection with the proposed transaction,
which would result in a smaller than anticipated combined
the risk that a closing condition to the proposed Acquisition
or Commitment Letter may not be satisfied in a timely manner;
the occurrence of any event, change or other circumstance
that could give rise to the termination of the Share Purchase
Agreement or Commitment Letter;
potential adverse effects on the Companys business,
properties or operations caused by the implementation of the
The Companys ability to promptly, efficiently and effectively
integrate Houghtons operations into those of the Company;
risks related to disruption of management time from ongoing
business operations due to the proposed transaction; and
the outcome of any legal proceedings that may be instituted
against the companies following announcement of the Share
Purchase Agreement and transactions contemplated therein.

Therefore, we caution you not to place undue reliance on our
forward-looking statements.

For more information regarding these risks and uncertainties as
well as certain additional risks that we face, you should refer
to the Risk Factors detailed in Item 1A of our 2016 Form 10-K,
and in our subsequent quarterly and other reports filed from time
to time with the Commission. We caution you not to place undue
reliance on these forward-looking statements, which are current
only as of the date on which we issued this report. We do not
intend to, and we disclaim any duty or obligation to, update or
revise any forward-looking statements to reflect new information
or future events or for any other reason

Item9.01. Financial Statements and Exhibits.

The following exhibits are included as part of this report:

Exhibit No. Description
10.1 Senior Secured Credit Facilities Commitment Letter, dated
April 4, 2017, by and among Quaker Chemical Corporation, Bank
of America, N.A., Merrill Lynch, Pierce, Fenner Smith
Incorporated, Deutsche Bank AG New York Branch and Deutsche
Bank Securities Inc.


Quaker Chemical Corporation is engaged in providing process fluids, chemical specialties and technical expertise to a range of industries, including steel, aluminum, automotive, mining, aerospace, tube and pipe, cans and others. The Company operates through four segments: North America, the Europe; Middle East and Africa (EMEA); Asia/Pacific, and South America. The Company develops, produces and markets a range of formulated chemical specialty products. The Company’s principal products and services include rolling lubricants, corrosion preventives, metal finishing compounds, machining and grinding compounds, forming compounds, bio-lubricants, hydraulic fluids, chemical milling maskants, temporary and permanent coatings, construction products, specialty greases, die casting lubricants and programs to provide chemical management services (CMS). The Company offers CMS for various heavy industrial and manufacturing applications.


QUAKER CHEMICAL CORPORATION (NYSE:KWR) closed its last trading session up +1.68 at 140.39 with 56,544 shares trading hands.

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