Sec Form 13D Filing - BISON CAPITAL PARTNERS VI L.P. filing for MOTORCAR PARTS OF AMERICA INC (MPAA) - 2023-10-05

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Motorcar Parts of America, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

620071100
(CUSIP Number)

Douglas Trussler
Bison Capital Partners VI, L.P.
233 Wilshire Boulevard, Suite 425
Santa Monica, California 90401
310-260-6582
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to:

Edward Welch
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, New York 10112-0015

September 21, 2023
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 620071100
SCHEDULE 13D
1
NAMES OF REPORTING PERSONS
 
 
Bison Capital Partners VI, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐

(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 

 
 
 
 
8
SHARED VOTING POWER
 
 
2,233,333 (a)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 

 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,233,333 (a)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,233,333 (a)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
10.23% (b)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(a)
Consists of shares issuable to Bison Capital Partners VI, L.P. (“Bison VI”) and Bison Capital Partners VI-A, L.P. (“Bison VI-A”).  Bison Capital Partners VI GP, L.P. (“Bison VI GP”), is the general partner of Bison VI and Bison VI-A. Bison Capital Partners GP LLC (“Ultimate GP”), is the general partner of Bison VI GP. Bison VI, Bison VI-A, Bison VI GP and Ultimate GP share voting and dispositive power over these shares.

(b)
Based on 21,828,688 shares of Common Stock outstanding, which consists of (i) 19,595,355 shares of Common Stock outstanding, as disclosed by the Issuer on the cover page of its Form 10-Q for the fiscal quarter ended June 30, 2023, filed with the Securities and Exchange Commission on August 9, 2023, (ii) 2,133,333 shares of Common Stock issuable upon conversion of an aggregate of $32 million principal amount of the Company’s 10% Convertible Promissory Notes beneficially owned by Bison VI, Bison VI-A, Bison VI GP and Ultimate GP, (iii) 50,000 shares of common stock purchased in an open market transaction on June 23, 2023 at a price of $7.00 per share, (iv) 20,000 shares of common stock purchased in an open market transaction on September 21, 2023 at a price of $7.50 per share, (v) 25,000 shares of common stock purchased in an open market transaction on September 22, 2023 at a price of $7.50 per share, and (vi) 5,000 shares of common stock purchased in an open market transaction on September 22, 2023 at a price of $7.49 per share.

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CUSIP NO. 620071100
SCHEDULE 13D
1
NAMES OF REPORTING PERSONS
 
 
Bison Capital Partners VI-A, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐

(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 

 
 
 
 
8
SHARED VOTING POWER
 
 
2,233,333 (a)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 

 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,233,333 (a)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,233,333 (a)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
10.23% (b)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(a)
Consists of shares issuable to Bison Capital Partners VI, L.P. (“Bison VI”) and Bison Capital Partners VI-A, L.P. (“Bison VI-A”).  Bison Capital Partners VI GP, L.P. (“Bison VI GP”), is the general partner of Bison VI and Bison VI-A. Bison Capital Partners GP LLC (“Ultimate GP”), is the general partner of Bison VI GP. Bison VI, Bison VI-A, Bison VI GP and Ultimate GP share voting and dispositive power over these shares.

(b)
Based on 21,828,688 shares of Common Stock outstanding, which consists of (i) 19,595,355 shares of Common Stock outstanding, as disclosed by the Issuer on the cover page of its Form 10-Q for the fiscal quarter ended June 30, 2023, filed with the Securities and Exchange Commission on August 9, 2023, (ii) 2,133,333 shares of Common Stock issuable upon conversion of an aggregate of $32 million principal amount of the Company’s 10% Convertible Promissory Notes beneficially owned by Bison VI, Bison VI-A, Bison VI GP and Ultimate GP, (iii) 50,000 shares of common stock purchased in an open market transaction on June 23, 2023 at a price of $7.00 per share, (iv) 20,000 shares of common stock purchased in an open market transaction on September 21, 2023 at a price of $7.50 per share, (v) 25,000 shares of common stock purchased in an open market transaction on September 22, 2023 at a price of $7.50 per share, and (vi) 5,000 shares of common stock purchased in an open market t ransaction on September 22, 2023 at a price of $7.49 per share.

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CUSIP NO. 620071100
SCHEDULE 13D
1
NAMES OF REPORTING PERSONS
 
 
Bison Capital Partners VI GP, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐

(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 

 
 
 
 
8
SHARED VOTING POWER
 
 
2,233,333 (a)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 

 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,233,333 (a)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,233,333 (a)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
10.23% (b)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(a)
Consists of shares issuable to Bison Capital Partners VI, L.P. (“Bison VI”) and Bison Capital Partners VI-A, L.P. (“Bison VI-A”).  Bison Capital Partners VI GP, L.P. (“Bison VI GP”), is the general partner of Bison VI and Bison VI-A. Bison Capital Partners GP LLC (“Ultimate GP”), is the general partner of Bison VI GP. Bison VI, Bison VI-A, Bison VI GP and Ultimate GP share voting and dispositive power over these shares.

(b)
Based on 21,828,688 shares of Common Stock outstanding, which consists of (i) 19,595,355 shares of Common Stock outstanding, as disclosed by the Issuer on the cover page of its Form 10-Q for the fiscal quarter ended June 30, 2023, filed with the Securities and Exchange Commission on August 9, 2023, (ii) 2,133,333 shares of Common Stock issuable upon conversion of an aggregate of $32 million principal amount of the Company’s 10% Convertible Promissory Notes beneficially owned by Bison VI, Bison VI-A, Bison VI GP and Ultimate GP, (iii) 50,000 shares of common stock purchased in an open market transaction on June 23, 2023 at a price of $7.00 per share, (iv) 20,000 shares of common stock purchased in an open market transaction on September 21, 2023 at a price of $7.50 per share, (v) 25,000 shares of common stock purchased in an open market transaction on September 22, 2023 at a price of $7.50 per share, and (vi) 5,000 shares of common stock purchased in an open market transaction on September 22, 2023 at a price of $7.49 per share.
 
4
CUSIP NO. 620071100
SCHEDULE 13D
1
NAMES OF REPORTING PERSONS
 
 
Bison Capital Partners GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐

(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 

 
 
 
 
8
SHARED VOTING POWER
 
 
2,233,333 (a)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 

 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,233,333 (a)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,233,333 (a)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
10.23% (b)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(a)
Consists of shares issuable to Bison Capital Partners VI, L.P. (“Bison VI”) and Bison Capital Partners VI-A, L.P. (“Bison VI-A”).  Bison Capital Partners VI GP, L.P. (“Bison VI GP”), is the general partner of Bison VI and Bison VI-A. Bison Capital Partners GP LLC (“Ultimate GP”), is the general partner of Bison VI GP. Bison VI, Bison VI-A, Bison VI GP and Ultimate GP share voting and dispositive power over these shares.

(b)
Based on 21,828,688 shares of Common Stock outstanding, which consists of (i) 19,595,355 shares of Common Stock outstanding, as disclosed by the Issuer on the cover page of its Form 10-Q for the fiscal quarter ended June 30, 2023, filed with the Securities and Exchange Commission on August 9, 2023, (ii) 2,133,333 shares of Common Stock issuable upon conversion of an aggregate of $32 million principal amount of the Company’s 10% Convertible Promissory Notes beneficially owned by Bison VI, Bison VI-A, Bison VI GP and Ultimate GP, (iii) 50,000 shares of common stock purchased in an open market transaction on June 23, 2023 at a price of $7.00 per share, (iv) 20,000 shares of common stock purchased in an open market transaction on September 21, 2023 at a price of $7.50 per share, (v) 25,000 shares of common stock purchased in an open market transaction on September 22, 2023 at a price of $7.50 per share, and (vi) 5,000 shares of common stock purchased in an open market transaction on September 22, 2023 at a price of $7.49 per share.
 
5
Explanatory Note

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D originally filed jointly with the SEC by (i) Bison Capital Partners VI, L.P. (“Bison VI”), (ii) Bison Capital Partners VI-A, L.P. (“Bison VI-A”), (iii) Bison Capital Partners VI GP, L.P. (“Bison VI GP”), and (iv) Bison Capital Partners GP, LLC (“Ultimate GP”) (the “Reporting Persons”) on June 28, 2023 (the “Original Schedule 13D”) regarding the common stock, par value $0.01 per share (the “Common Stock”), of Motorcar Parts of America, Inc., a New York corporation (the “Issuer”). Except as specifically amended by this Amendment, items in the Original Schedule 13D are unchanged.

Item 3.
Source and Amount of Funds or Other Consideration.

As of the date hereof, the Reporting Persons are deemed to beneficially own the Shares as detailed in Item 1 and 5.  The aggregate purchase price for the Shares is $32,724,950.  The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Shares was derived from the respective capital of the Reporting Persons.

Item 4.
Purpose of Transaction.

Pursuant to the terms of that certain Note Purchase Agreemen t (the “Agreement”), dated March 31, 2023, between the Issuer, Bison VI and Bison VI-A, Bison VI and Bison VI-A purchased an aggregate of $32,000,000 in principal amount of 10% convertible promissory notes (the “Notes”). 2,133,333 shares of Common Stock are issuable upon conversion of the Notes.  For more information on the Agreement, please refer to the Current Report on Form 8-K filed by the Issuer on March 31, 2023.  Bison VI also acquired the following additional securities: (i) 50,000 shares of Common Stock on June 23, 2023 at a price of $7.00 per share in an open market transaction, (ii) 20,000 shares of Common Stock on September 21, 2023 at a price of $7.50 per share in an open market transaction, (iii) 25,000 shares of Common Stock on September 22, 2023 at a price of $7.50 per share in an open market transaction, and (iv) 5,000 shares of Common Stock on September 22, 2023 at a price of $7.49 per share in an open market transaction.

The purpose of the acquisition is for investment only.  As of the date hereof, the Reporting Person does not have any plans or proposals which relate to or would result in:

(a) the acquisition by any person of additional securities of the Issuer;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number of terms of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Issuer;

6
(f) any other material change in the Issuer’s business or corporate structure;

(g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any other person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) any similar action to those enumerated above.

Item 5.
Interest in Securities of the Issuer.

(a) See responses to Items 11 and 13 on the cover page.

(b) See responses to Items 7, 8, 9 and 10 on the cover page.

(c) On September 21, 2023, Bison VI acquired 20,000 shares of Common Stock at a price of $7.50 per share in an open market transaction. On September 22, 2023, Bison VI acquired 25,000 shares of Common Stock at a price of $7.50 per share in an open market transaction. On September 22, 2023, Bison VI acquired 5,000 shares of Common Stock at a price of $7.49 per share in an open market transaction.

(d) Except as described in Item 3, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Issuer beneficially owned by the Reporting Persons as reported in this Schedule 13D.

Item 7.
Material to be Filed as Exhibits.
Item 7 is hereby amended and restated to read as follows:

Exhibit 1 Joint Filing Agreement, dated June 27, 2023

A Joint Filing Agreement by the Reporting Persons was previously filed as an Exhibit to Schedule 13D on June 28, 2023.

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SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: October 5, 2023
Bison Capital Partners VI, L.P.
 
By: BISON CAPITAL PARTNERS VI GP, L.P.,
 
its general partner
 
By: BISON CAPITAL PARTNERS GP, LLC,
 
its general partner
   
 
By:
 /s/ Douglas Trussler
 
Name: Douglas Trussler
 
Title: Managing Member
   
Dated: October 5, 2023
Bison Capital Partners VI-A, L.P.
 
By: BISON CAPITAL PARTNERS VI GP, L.P.,
 
its general partner
 
By: BISON CAPITAL PARTNERS GP, LLC,
 
its general partner
   
 
By:
 /s/ Douglas Trussler
 
Name: Douglas Trussler
 
Title: Managing Member
   
Dated: October 5, 2023
Bison Capital Partners VI GP, L.P.
 
By: BISON CAPITAL PARTNERS GP, LLC,
 
its general partner
   
 
By:
 /s/ Douglas Trussler
 
Name: Douglas Trussler
 
Title: Managing Member
   
Dated: October 5, 2023
By: BISON CAPITAL PARTNERS GP, LLC,
   
 
By:
 /s/ Douglas Trussler
 
Name: Douglas Trussler
 
Title: Managing Member


8