---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-015360"
form_type: "8-K"
ticker: "MPAA"
cik: "0000918251"
company_name: "MOTORCAR PARTS OF AMERICA INC"
filed_at: "2023-03-31T23:59:59+00:00"
generated_at: "2026-06-17T08:47:17.349283+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Motorcar Parts of America issues $32M convertible notes at 10% to Bison Capital; Bison co-founder joins board

## Summary
- Issued $32M aggregate principal of 10% convertible notes due 2029; conversion price ~$15 per share.
- Interest at 10% per annum, compounded annually, payable in kind or cash starting April 1, 2024.
- Company may redeem notes after March 31, 2026, subject to conditions including EBITDA > $80M and stock price thresholds.
- Douglas Trussler, co-founder of Bison Capital, appointed to board effective immediately; not independent.
- CEO Selwyn Joffe's employment agreement extended to July 1, 2027.

## SEC filing metadata
- accession: 0001140361-23-015360
- form_type: 8-K
- ticker: MPAA
- cik: 0000918251
- company_name: MOTORCAR PARTS OF AMERICA INC
- filed_at: 2023-03-31T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 5.02, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/918251/000114036123015360/0001140361-23-015360-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/918251/000114036123015360/brhc10050670_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-015360
- JSON: https://secwatch.observer/filing/0001140361-23-015360.json
- Plain text: https://secwatch.observer/filing/0001140361-23-015360.txt

## Key facts
- Debt Financings
  MOTORCAR PARTS OF AMERICA INC incurred convertible notes of $32,000,000 in aggregate principal amount with Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P. at 10.0% per annum maturing March 30, 2029.
  - Instrument: convertible notes
  - Principal: $32,000,000 in aggregate principal amount
  - Counterparty: Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P.
  - Rate: 10.0% per annum
  - Maturity: March 30, 2029
  - Event: incurrence
  source text: On March 31, 2023, Motorcar Parts of America, Inc. (the “Company”) entered into a note purchase agreement (the “Note Purchase Agreement”) with Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P. (collectively, the “Purchasers”) and Bison Capital Partners VI, L.P., as the purchaser representative (the “Purchaser Representative”), relating to the issuance and sale by the Company to the Purchasers of $32,000,000 in aggregate principal amount of the Company’s 10% Convertible Notes due 2029 (the “Notes”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/918251/000114036123015360/0001140361-23-015360-index.htm
- Executive change
  Douglas Trussler was appointed as Director at MOTORCAR PARTS OF AMERICA INC.
  - Action: appointed
  - Role: Director
  source text: the Board appointed Douglas Trussler to the Board, effective immediately
  evidence_url: https://www.sec.gov/Archives/edgar/data/918251/000114036123015360/0001140361-23-015360-index.htm
- Material Agreements
  MOTORCAR PARTS OF AMERICA INC entered into Note Purchase Agreement with Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P. valued at $32,000,000 (effective 2023-03-31).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P.
  - Value: $32,000,000
  - Effective: 2023-03-31
  source text: On March 31, 2023, Motorcar Parts of America, Inc. (the “Company”) entered into a note purchase agreement (the “Note Purchase Agreement”) with Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P. (collectively, the “Purchasers”) and Bison Capital Partners VI, L.P., as the purchaser representative (the “Purchaser Representative”), relating to the issuance and sale by the Company to the Purchasers of $32,000,000 in aggregate principal amount of the Company’s 10% Convertible Notes due 2029 (the “Notes”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/918251/000114036123015360/0001140361-23-015360-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.