SEC Form SC 13G filed by Lithia Motors Inc.
CUSIP No. 536797103
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Lithia Motors, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
536797103
(CUSIP Number)
October 21, 2022
Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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. 536797103
| 1 |
Name of Reporting Person:
MFN Partners, LP
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,551,077 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,551,077 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
1,551,077 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%* | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| * | Based on 27,526,861 shares of Common Stock outstanding as of July 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2022 filed with the Securities and Exchange Commission on July 28, 2022. |
2
CUSIP No. 536797103
| 1 |
Names of Reporting Person:
MFN Partners GP, LLC
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,551,077 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,551,077 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
1,551,077 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%* | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| * | Based on 27,526,861 shares of Common Stock outstanding as of July 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2022 filed with the Securities and Exchange Commission on July 28, 2022. |
3
CUSIP No. 536797103
| 1 |
Names of Reporting Person:
MFN Partners Management, LP
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,551,077 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,551,077 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
1,551,077 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%* | |||||
| 12 | TYPE OF REPORTING PERSON
IA, PN | |||||
| * | Based on 27,526,861 shares of Common Stock outstanding as of July 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2022 filed with the Securities and Exchange Commission on July 28, 2022. |
4
CUSIP No. 536797103
| 1 |
Names of Reporting Person:
MFN Partners Management, LLC
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,551,077 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,551,077 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
1,551,077 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%* | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| * | Based on 27,526,861 shares of Common Stock outstanding as of July 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2022 filed with the Securities and Exchange Commission on July 28, 2022. |
5
CUSIP No. 536797103
| 1 |
Names of Reporting Person:
Michael F. DeMichele
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,551,077 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,551,077 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
1,551,077 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%* | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| * | Based on 27,526,861 shares of Common Stock outstanding as of July 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2022 filed with the Securities and Exchange Commission on July 28, 2022. |
6
CUSIP No. 536797103
| 1 |
Names of Reporting Person:
Farhad Nanji
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,551,077 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,551,077 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
1,551,077 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%* | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| * | Based on 27,526,861 shares of Common Stock outstanding as of July 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2022 filed with the Securities and Exchange Commission on July 28, 2022. |
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CUSIP No. 536797103
SCHEDULE 13G
| Item 1(a) | Name of Issuer: Lithia Motors, Inc. | |
| Item 1(b) | Address of Issuer’s Principal Executive Offices:
150 N. Bartlett Street, Medford, OR 97501 | |
| Item 2(a) | Name of Persons Filing:
This Schedule 13G is being filed by and on behalf of (i) MFN Partners, LP (the “Partnership”); (ii) MFN Partners GP, LLC (“MFN GP”), as the general partner of the Partnership; (iii) MFN Partners Management, LP (“MFN Management”), as the investment adviser to the Partnership; (iv) MFN Partners Management, LLC (“MFN LLC”), as the general partner of MFN Management; (v) Michael F. DeMichele, as a managing member of MFN GP and of MFN LLC; and (vi) Farhad Nanji, as a managing member of MFN GP and of MFN LLC (each, a “Reporting Person” and collectively, the “Reporting Persons”). | |
| Item 2(b) | Address of Principal Business Office, or if None, Residence:
c/o MFN Partners Management, LP, 222 Berkeley Street, 13th Floor, Boston, MA 02116 | |
| Item 2(c) | Citizenship:
The Partnership is a Delaware limited partnership. MFN GP is a Delaware limited liability company. MFN Management is a Delaware limited partnership. MFN LLC is a Delaware limited liability company. Michael F. DeMichele is a citizen of the United States and Farhad Nanji is citizen of Canada. | |
| Item 2(d) | Title of Class of Securities: Common Stock, no par value | |
| Item 2(e) | CUSIP Number: 536797103 | |
| Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:
Not Applicable. | |
| Item 4 | Ownership:
(a) through (c):
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G.
The shares reported herein are directly held by the Partnership. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. | |
| Item 5 | Ownership of Five Percent or Less of the Class: Not Applicable. | |
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person: Not Applicable. | |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. | |
| Item 8 | Identification and Classification of Members of the Group: Not Applicable. | |
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CUSIP No. 536797103
| Item 9 | Notice of Dissolution of Group: Not Applicable. | |
| Item 10 | Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. | |
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CUSIP No. 536797103
SIGNATURES
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: October 28, 2022
| MFN PARTNERS, LP | ||
| By: | /s/ Jonathan Reisman | |
| Name: | Jonathan Reisman | |
| Title: | Authorized Person | |
| MFN PARTNERS GP, LLC | ||
| By: | /s/ Jonathan Reisman | |
| Name: | Jonathan Reisman | |
| Title: | Authorized Person | |
| MFN PARTNERS MANAGEMENT, LP | ||
| By: | /s/ Jonathan Reisman | |
| Name: | Jonathan Reisman | |
| Title: | Authorized Person | |
| MFN PARTNERS MANAGEMENT, LLC | ||
| By: | /s/ Jonathan Reisman | |
| Name: | Jonathan Reisman | |
| Title: | Authorized Person | |
| FARHAD NANJI | ||
| /s/ Farhad Nanji | ||
| Farhad Nanji, individually | ||
| MICHAEL F. DEMICHELE | ||
| /s/ Michael F. DeMichele | ||
| Michael F. DeMichele, individually | ||
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CUSIP No. 536797103
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: October 28, 2022
| MFN PARTNERS, LP | ||
| By: | /s/ Jonathan Reisman | |
| Name: | Jonathan Reisman | |
| Title: | Authorized Person | |
| MFN PARTNERS GP, LLC | ||
| By: | /s/ Jonathan Reisman | |
| Name: | Jonathan Reisman | |
| Title: | Authorized Person | |
| MFN PARTNERS MANAGEMENT, LP | ||
| By: | /s/ Jonathan Reisman | |
| Name: | Jonathan Reisman | |
| Title: | Authorized Person | |
| MFN PARTNERS MANAGEMENT, LLC | ||
| By: | /s/ Jonathan Reisman | |
| Name: | Jonathan Reisman | |
| Title: | Authorized Person | |
| FARHAD NANJI | ||
| /s/ Farhad Nanji | ||
| Farhad Nanji, individually | ||
| MICHAEL F. DEMICHELE | ||
| /s/ Michael F. DeMichele | ||
| Michael F. DeMichele, individually | ||
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