8-K/A 1 brhc10044396_8ka.htm 8-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A*
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) November 15, 2022
 
Mercedes-Benz Auto Receivables Trust 2022-1
(Exact name of Issuing Entity as specified in its charter)
Central Index Key Number of Issuing Entity: 0001951118
 
Mercedes-Benz Retail Receivables LLC
(Exact name of Depositor as specified in its charter)
Central Index Key Number of Depositor: 0001463814
 
Mercedes-Benz Financial Services USA LLC
(Exact name of Sponsor as specified in its charter)
Central Index Key Number of Sponsor:  0001540252
 
State of Delaware
333-266303-01
88-6635680
(State or other jurisdiction of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

35555 W. Twelve Mile Road, Suite 100
Farmington Hills, Michigan
  
48331
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (248) 991-6632

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
Not applicable
Not applicable
Not applicable

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 ☐
 
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. ☐

*
EXPLANATORY NOTE:  This filing amends the Current Report on Form 8-K filed by the Issuing Entity on November 17, 2022, solely to correct the “Date of Report (Date of earliest event reported)” on the cover page of such report.

Section 1 — Registrant’s Business and Operations
 
Item 1.01.
Entry into a Material Definitive Agreement.
 
In connection with the Asset Backed Notes (the “Notes”) to be issued by Mercedes-Benz Auto Receivables Trust 2022-1 (the “Issuer”) and the $1,474,000,000 principal amount of Notes offered pursuant to the Prospectus dated November 15, 2022, Mercedes-Benz Retail Receivables LLC (“Mercedes-Benz Retail Receivables”) and Mercedes-Benz Financial Services USA LLC (“MBFS USA”) entered into an underwriting agreement (the “Underwriting Agreement”) with SMBC Nikko Securities America, Inc., Credit Agricole Securities (USA) Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters.  A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K.
 
Section 8 — Other Events
 
Item 8.01.
Other Events.
 
In connection with the issuance of the Notes, the Issuer and/or Mercedes-Benz Retail Receivables intend to enter into at closing the agreements listed below in Item 9.01 and attached as Exhibits 4.1, 4.2, 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K.  These agreements, the forms of which were filed as exhibits to Mercedes-Benz Retail Receivables’ registration statement on Form SF-3 (333-266303), are being filed on this Current Report on Form 8-K to satisfy the requirements of Item 1100(f) of Regulation AB.  The Issuer is also filing, as Exhibit 3.2 to this Current Report on Form 8-K, the Limited Liability Company Agreement of Mercedes-Benz Retail Receivables as currently in effect.
 
In connection with the offering of the offered Notes, the chief executive officer of Mercedes-Benz Retail Receivables has made the certifications required by Paragraph I.B.1(a) of Form SF-3, which certifications are attached as Exhibit 36.1 to this Current Report on Form 8-K.  The certification is being filed on this Current Report on Form 8-K to satisfy the requirements of Item 601(b)(36) of Regulation S-K.
 
Section 9 — Financial Statements and Exhibits
 
Item 9.01.
Financial Statements and Exhibits.
 
(a)   Not applicable.
 
(b)   Not applicable.
 
(c)   Not applicable.
 
(d)   Exhibits:
 
 
Underwriting Agreement, dated November 15, 2022, among Mercedes-Benz Retail Receivables, MBFS USA, and SMBC Nikko Securities America, Inc., Credit Agricole Securities (USA) Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein.
     
 
Limited Liability Company Agreement of registrant, dated September 1, 2022.
     
 
Indenture, dated as of November 1, 2022, between the Issuer and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”).
     
 
Amended and Restated Trust Agreement, dated as of November 1, 2022, between Mercedes-Benz Retail Receivables and Wilmington Trust, National Association, as owner trustee.
     
 
Sale and Servicing Agreement, dated as of November 1, 2022, among the Issuer, Mercedes-Benz Retail Receivables and MBFS USA, as seller (in such capacity, the “Seller”) and servicer (in such capacity, the “Servicer”).
     
 
Receivables Purchase Agreement, dated as of November 1, 2022, between the Seller and Mercedes-Benz Retail Receivables, as purchaser.
     
 
Asset Representations Review Agreement, dated as of November 1, 2022, among the Issuer, the Administrator, the Servicer and Clayton Fixed Income Services LLC, as asset representations reviewer.
     
 
Administration Agreement, dated as of November 1, 2022, among the Issuer, MBFS USA, as administrator (the “Administrator”), Mercedes-Benz Retail Receivables and the Indenture Trustee.
     
 
Depositor Certification for shelf offerings of asset-backed securities

SIGNATURES
 
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.
 
 
MERCEDES-BENZ RETAIL RECEIVABLES LLC, as Depositor
       
 
By:
  
/s/ Steven C. Poling
 
Steven C. Poling
 
Assistant Secretary
Date: November 17, 2022