Quaker Houghton (NYSE: KWR) refinances debt, adds $800M revolver in 2031 facility
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Quaker Houghton entered into an amended senior secured credit agreement that refinances its existing facilities, extends debt maturities and increases available borrowing capacity. The new package includes a $550 million U.S. dollar term loan, a $250 million-equivalent euro term loan and an $800 million revolving credit facility, all maturing in 2031. Proceeds repaid the prior credit agreement and support working capital, strategic growth and other capital allocation plans. The facility is secured by first‑priority liens on substantially all assets of the company and certain subsidiaries, and includes leverage and interest coverage covenants plus limits on additional debt, acquisitions, dividends, buybacks and other restricted payments.
Positive
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Negative
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Insights
Large refinancing extends Quaker Houghton’s debt maturities and boosts liquidity on secured terms.
Quaker Houghton replaced its prior credit agreement with a new senior secured structure: a $550 million U.S. dollar term loan, a $250 million-equivalent euro term loan and a $800 million revolver, all maturing in 2031. This consolidates funding and pushes out near-term maturities.
The facility is secured by first‑priority liens and guaranteed by certain subsidiaries, with interest tied to Term SOFR or alternative currency rates plus an applicable margin scaled to the Consolidated Net Leverage Ratio. Key covenants cap leverage at 4.25x in most periods and restrict additional indebtedness and asset sales.
Dividend and buyback capacity is formula-based, including a $30 million annual regular dividend basket and additional restricted payment capacity tied to Consolidated EBITDA and leverage tests. Overall impact appears neutral: the agreement improves maturity profile and liquidity while imposing standard sponsor‑style protections.
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
U.S. term loan size: $550 million
Euro term loan size: $250 million equivalent
Revolving credit facility: $800 million
+5 more
8 metrics
U.S. term loan size
$550 million
Senior secured U.S. dollar-denominated term loan under amended agreement
Euro term loan size
$250 million equivalent
Senior secured euro-denominated term loan under amended agreement
Revolving credit facility
$800 million
Senior secured revolving credit facility
Maturity date
April 10, 2031
Final maturity of amended credit agreement
Potential facility increase
$331 million
Right to increase facility, subject to conditions
Max regular dividends
$30 million per year
Regular dividend basket, or 5% of market capitalization
Leverage covenant
4.25 to 1.00
Maximum Consolidated Net Leverage Ratio, generally at quarter-end
Restricted payments basket
$100 million
Cap for certain Restricted Payments or 30% of Consolidated EBITDA
Key Terms
Consolidated Net Leverage Ratio, Revolving credit facility, Restricted Payments, Term SOFR, +1 more
5 terms
Consolidated Net Leverage Ratio financial
"Generally, the Consolidated Net Leverage Ratio at the end of a quarter may not be greater than 4.25 to 1.00"
The consolidated net leverage ratio measures how much debt a company carries compared with the cash it generates from core operations, calculated by taking total borrowings minus cash and dividing by annual operating profit. Like comparing a household’s mortgage balance to its yearly income, it tells investors how many years of operating profit would be needed to pay off net debt and thus gauges financial risk, flexibility to invest, and capacity to weather downturns.
Revolving credit facility financial
"a new senior secured revolving credit facility for the Company and certain designated subsidiaries in an aggregate principal amount of $800,000,000"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Restricted Payments financial
"Other Restricted Payments may be made if there is no Default, subject to an aggregate cap"
Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.
Term SOFR financial
"bear interest, at the Company’s election, at the Base Rate or Term SOFR plus an Applicable Rate"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
Change of control financial
"events of default in the Amended Credit Agreement include without limitation defaults for non-payment, breach of representations and warranties, non-performance of covenants, cross-defaults, insolvency, and a change of control of the Company"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Commission File Number 001-12019
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices)
(Zip Code)
(610 ) 832-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01. Entry into a Material Definitive Agreement.
On April 10, 2026, Quaker Chemical Corporation (the “Company”), and its wholly-owned subsidiary, Quaker Houghton B.V., as borrowers, Bank of America, N.A., as administrative agent, U.S. dollar swing line lender and letter of credit issuer (the “Administrative Agent”), Bank of America Europe Designated Active Company, as Euro Swing Line Lender, certain guarantors and other lenders (the “Lenders”) entered into Amendment No. 4 (the “Amended Credit Agreement”) to its existing credit agreement among the Company, its wholly-owned subsidiary, Quaker Chemical B.V., as borrowers, Bank of America, N.A., as administrative agent, U.S. dollar swing line lender and letter of credit issuer, and the other lenders party thereto, entered into on August 1, 2019, as previously amended (the “Existing Credit Agreement”). Terms not otherwise defined in this Current Report on Form 8-K, shall have their respective meanings ascribed to them in the Amended Credit Agreement.
The Amended Credit Agreement amends the Existing Credit Agreement to, among other things, (i) establish (A) a new senior secured euro-denominated term loan facility for Quaker Houghton B.V. in an aggregate principal amount equal to the amount in Euros that is equivalent to $250,000,000 (the “New Euro Term Facility”), (B) a new senior secured U.S. dollar-denominated term loan facility for the Company in an aggregate principal amount of $550,000,000 (the "New U.S. Term Facility") and (C) a new senior secured revolving credit facility for the Company and certain designated subsidiaries in an aggregate principal amount of $800,000,000 (the “New Revolving Credit Facility”), (ii) use the proceeds of the New Term Facilities and borrowings under the New Revolving Credit Facility to repay in full all outstanding loans under the Existing Credit Agreement, terminate the revolving credit commitments under the Existing Credit Agreement, and to fund, among other things, additional working capital or other liquidity needs, and (iii) effect certain other changes to the Existing Credit Agreement as set forth in the Amended Credit Agreement (collectively, the “Amended Facility”). The Company has the right to increase the amount of the Amended Facility, or obtain notes, other loans, or bridge financing, subject to certain conditions, by an aggregate amount not to exceed (a) the greater of (i) $331,000,000 and (ii) 100% of Consolidated EBITDA, plus (b) repayments of certain first lien indebtedness (and, with respect to revolving facilities, commitment reductions thereof), plus (c) an unlimited amount up to (i) pro forma First Lien Net Leverage Ratio of 3.50x for pari passu first lien debt, (ii) pro forma Consolidated Secured Net Leverage Ratio of 4.00x for debt secured by a junior lien on the Credit Facilities collateral and (iii) pro forma Consolidated Net Leverage Ratio compliance for unsecured debt, subject to certain conditions, including the agreement to provide financing by any lender providing any such increase.
U.S. dollar-denominated borrowings under the Amended Facility bear interest, at the Company’s election, at the Base Rate or Term SOFR plus an Applicable Rate ranging from 1.000% to 1.750% for Term SOFR Loans and from 0.000% to 0.750% for Base Rate Loans, depending upon the Company’s Consolidated Net Leverage Ratio. Borrowings under the Amended Facility denominated in currencies other than U.S. dollars bear interest at the Alternative Currency Term Rate plus the Applicable Rate ranging from 1.000% to 1.750%. The Amended Credit Agreement matures on April 10, 2031, and, at that time, all of the debt outstanding thereunder will be due and payable.
The Amended Facility is guaranteed by certain of the Company’s domestic subsidiaries and is secured by first priority liens on substantially all of the assets of the Company and the subsidiary guarantors, subject to certain customary exclusions. Quaker Houghton B.V. is liable only for the borrowings made to it by the Lenders under the Amended Facility.
The Amended Credit Agreement contains affirmative and negative covenants, financial covenants and events of default that are customary for agreements of this nature. The Amended Credit Agreement contains a number of customary business covenants, including without limitation restrictions on (a) the incurrence of additional indebtedness by the Company or certain of its subsidiaries, (b) investments in and acquisitions of other businesses, lines of business and divisions by the Company or certain of its subsidiaries, (c) the making of dividends or capital stock purchases by the Company or certain of its subsidiaries and (d) dispositions of assets by the Company or certain of its subsidiaries. The Company is permitted to make regularly scheduled dividend payments in an aggregate amount per fiscal year not exceeding the greater of (i) $30,000,000 (with unused amounts being carried over to the immediately succeeding fiscal year) and (ii) 5% of Market Capitalization of the Company per annum. Other dividends and share repurchases are permitted in annual amounts not exceeding the greater of $33,000,000 annually and 10% of Consolidated EBITDA if there is no Default (with unused amounts being carried over to the immediately succeeding fiscal year). Other Restricted Payments may be made if there is no Default, subject to an aggregate cap of the greater of $100,000,000 and 30% of Consolidated EBITDA, or no cap if the Consolidated Net Leverage Ratio is less than 3.00 to 1.00 at the time of such Restricted Payment. The Company retains the flexibility to make Restricted Payments up to specified investment limits so long as there is no non-payment or insolvency default and the Company is in pro forma compliance with the financial covenants, the Company has an additional basket shared with investments to make additional Restricted Payments.
Financial covenants contained in the Amended Credit Agreement include a Consolidated Interest Coverage Ratio test and a Consolidated Net Leverage Ratio test. Generally, the Consolidated Net Leverage Ratio at the end of a quarter may not be greater than 4.25 to 1.00, subject to a permitted increase during a four-quarter period after certain acquisitions. The Company has the option of replacing the Consolidated Net Leverage Ratio test with a Consolidated Secured Net Leverage Ratio test if the Company issues certain types of unsecured notes, subject to certain customary limitations. Customary events of default in the Amended Credit Agreement include without limitation defaults for non-payment, breach of representations and warranties, non-performance of covenants, cross-
2
defaults, insolvency, and a change of control of the Company in certain circumstances. The occurrence of an event of default under the Amended Credit Agreement could result in all loans and other obligations becoming immediately due and payable and the Amended Facility being terminated.
The Administrative Agent and certain of the Lenders party to the Amended Credit Agreement have provided, and may in the future provide, normal banking, investment banking and/or advisory services for the Company and/or its affiliates from time to time, for which they have received, or may in the future receive, customary fees and expenses.
The foregoing description of the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
On April 14, 2026, the Company issued a press release announcing the execution of the Amended Credit Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are included as part of this report:
| Exhibit No. | Description | |||||||
10.1* | Amendment No. 4 to the Credit Agreement, dated as of April 10, 2026. | |||||||
99.1 | Press Release of Quaker Chemical Corporation dated April 14, 2026 (furnished herewith). | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
*Pursuant to Item 601(a)(5) of Regulation S-K, the appendices, exhibits and schedules to Exhibit 10.1 have been omitted from this report and will be furnished supplementally to the Securities and Exchange Commission upon request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QUAKER CHEMICAL CORPORATION | ||||||||
Date: April 14, 2026 | By: | /s/ ROBERT T. TRAUB | ||||||
| Robert T. Traub | ||||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||||
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Exhibit 99.1
News
 | |||||
Investor Contact: John Dalhoff Director, Investor Relations investor@quakerhoughton.com T.+1.610.684.7822 | Media Contact: Melissa McClain Director, Global Communications media@quakerhoughton.com T. +1.610.832.7809 | ||||
For Release: Immediate
Quaker Houghton Announces Amended Credit Agreement; Extends Debt Maturities and Increases Available Credit
CONSHOHOCKEN, PA (April 14, 2026) /PRNewswire/ - Quaker Houghton (NYSE: KWR), the global leader in industrial process fluids, announced today that it has entered into an amended credit agreement (the “Amended Agreement”) with certain existing and new holders and lenders of the Company’s outstanding term loans and revolving credit facility. The Amended Agreement extends the Company’s nearest debt maturity to 2031, improves its overall credit terms, and significantly increases the amount available under its revolving credit facility.
The Amended Agreement includes the following facilities:
•$550 million senior secured U.S. dollar-denominated term loan
•$250 million (equivalent) senior secured euro-denominated term loan
•$800 million senior secured revolving credit facility
The term loans and the revolving credit facility each have a five-year maturity, and the Company has the right to increase the amount of the revolving credit facility by approximately $331 million for additional liquidity. Proceeds from the new term facilities were used to repay in full all outstanding loans under the existing credit agreement, to terminate the revolving credit commitments under the existing credit agreement, and to fund strategic growth and future capital allocation priorities.
Commenting on the transaction, Joseph Berquist, Chief Executive Officer, said, “This amended credit agreement further strengthens our already healthy balance sheet by extending maturities and enhancing liquidity. With increased financial flexibility, we are well positioned to execute our strategy, achieve our capital allocation priorities, and continue investing in both organic growth and strategic M&A.”
Bank of America, N.A. acted as the administrative agent for the syndicate of sixteen banks.
About Quaker Houghton
Quaker Houghton is the global leader in industrial process fluids. With a presence around the world, including operations in over 25 countries, our customers include thousands of the world's most advanced and specialized steels, aluminum, automotive, aerospace, offshore, can, mining, and metalworking companies.
Our high-performing, innovative and sustainable solutions are backed by best-in-class technology, deep process knowledge and customized services. With approximately 4,700 employees, including chemists, engineers and industry experts, we partner with our customers to improve their operations so they can run even more efficiently, even more effectively, whatever comes next. Quaker Houghton is headquartered in Conshohocken, Pennsylvania, located near Philadelphia in the United States. Visit quakerhoughton.com to learn more.
Forward-Looking Statements
This press release contains "forward-looking statements" that fall under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Act of 1933, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We have based these forward-looking statements on assumptions, projections and expectations about future events that we believe are reasonable based on currently available information, including statements regarding the potential effects of economic downturns; tariffs, including retaliatory tariffs, "trade wars" and uncertainty surrounding changes in tariffs; inflation and global supply chain constraints on the Company's business, results of operations, and financial condition; our expectation that we will maintain sufficient liquidity and remain in compliance with the terms of the Company's credit facility; expectations about future demand and raw material costs; and statements regarding the impact of increased raw material costs and pricing initiatives. These forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, intentions, financial condition, results of operations, future performance, and business, which may differ materially from our actual results, including but not limited to the potential benefits of acquisitions and divestitures, the impacts on our business as a result of global supply chain constraints and other macroeconomic stresses and uncertainties, including political and geopolitical events, civil disturbances and endemics/pandemics or extreme weather events and other natural disasters that may adversely affect regional economic conditions, and our current and future results and plans and statements that include the words "may," "could," "should," "would," "believe," "expect," "anticipate," "estimate," "intend," "outlook," "target," "possible," "potential," "plan" or similar expressions. Such statements include information relating to current and future business activities, operational matters, capital spending, and financing sources. 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 slowdowns and shutdowns. Other major risks and uncertainties include, but are not limited to, inflationary pressures, including increases in raw material costs; supply chain constraints and the impacts of economic downturns; customer financial instability; high interest rates and their impact on our and our customers' business operations; the impacts from acts of war, terrorism and military conflicts, including those in Ukraine and the Middle East as well as economic, political and governmental actions taken by various governments and government organizations in response; economic and political disruptions particularly in light of numerous elections globally and the possibility of regime changes; the possibility of economic recession; legislative and regulatory developments including changes to existing laws and regulations, or the way they are interpreted, applied or enforced; tariffs, trade restrictions, and the economic and other sanctions imposed by other nations on Russia and Belarus and/or other government organizations; suspensions of activities in Russia by many multinational companies; foreign currency fluctuations; significant changes in applicable tax rates and regulations and the potential impacts therefrom, including those arising from H.R.1, commonly known as the "One Big Beautiful Bill Act"; terrorist attacks and other acts of violence; the impacts of consolidation in our industry, including loss or consolidation of a major customer, the effects of climate change, fires, or other natural disasters; and the potential occurrence of cyber-security breaches, cyber-security attacks and other technology outages and security incidents. Furthermore, the Company is subject to the same business cycles as those experienced by our customers in the steel, automobile, aircraft, industrial equipment, aluminum and durable goods industries. Our forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its operations that are subject to change based on various important factors, some of which are beyond our control. These risks, uncertainties, and possible inaccurate assumptions relevant to our business could cause
our actual results to differ materially from expected and historical results. All forward-looking statements included in this press release, including expectations about future periods, are based upon information available to the Company as of the date of this press release, which may change. 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, refer to the Risk Factors section, which appears in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and in subsequent reports filed from time to time with the Securities and Exchange Commission. 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.
FAQ
What did Quaker Houghton (KWR) change in its credit agreement?
Quaker Houghton refinanced its existing credit facilities with a new senior secured package. It added U.S. dollar and euro term loans plus a larger revolving credit facility, extending the nearest debt maturity to 2031 and updating covenants around leverage, dividends and additional borrowing.
How large is Quaker Houghton’s new credit facility under the 2026 amendment?
The amended agreement provides a $550 million U.S. dollar term loan, a $250 million-equivalent euro term loan, and an $800 million revolving credit facility. These instruments together form the core of Quaker Houghton’s senior secured borrowing capacity following repayment of the prior credit agreement.
When do Quaker Houghton’s amended credit facilities mature?
The amended credit agreement matures on April 10, 2031. At that time, all outstanding amounts under the term loans and revolving credit facility become due and payable, significantly extending the company’s nearest debt maturity compared with its prior lending arrangements.
What leverage covenants apply to Quaker Houghton’s new credit agreement?
The amended agreement includes a Consolidated Net Leverage Ratio test that generally cannot exceed 4.25 to 1.00 at quarter-end. The company may switch to a Consolidated Secured Net Leverage Ratio test if it issues certain unsecured notes, subject to customary limitations in the documentation.
How does the amended credit agreement affect Quaker Houghton’s dividends and buybacks?
Regular dividends are allowed up to the greater of $30 million annually or 5% of market capitalization, with some carryover. Additional dividends, share repurchases and other restricted payments are permitted in baskets tied to Consolidated EBITDA and leverage, provided no default exists under the facility.
What interest rates apply to borrowings under Quaker Houghton’s amended facility?
U.S. dollar borrowings bear interest at either a Base Rate or Term SOFR plus an applicable margin ranging from 1.000% to 1.750% for Term SOFR loans and 0.000% to 0.750% for Base Rate loans. Non‑U.S. dollar borrowings use an Alternative Currency Term Rate plus a similar applicable margin.