8-K 1 brhc10047051_8k.htm 8-K
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) January 25, 2023
 
Mercedes-Benz Auto Receivables Trust 2023-1
(Exact name of Issuing Entity as specified in its charter)
Central Index Key Number of Issuing Entity: 0001957424
 
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
333-266303-02
92-6256590
(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
None
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. ☐
 
Section 8 — Other Events
 
Item 8.01.
Other Events.
 
In connection with the $1,433,600,000 Asset Backed Notes (the “Notes”) offered pursuant to the Prospectus dated January 18, 2023, annexed hereto as exhibits to this Current Report on Form 8-K are legality and tax matters opinions of Sidley Austin LLP relating to the Notes.
 
Section 9 — Financial Statements and Exhibits
 
Item 9.01.
Financial Statements and Exhibits.
 
 
(a)
Not applicable.
 
 
(b)
Not applicable.
 
 
(c)
Not applicable.
 
 
(d)
Exhibits:
 

 5.1
Opinion of Sidley Austin LLP regarding legality.
 

 8.1
Opinion of Sidley Austin LLP regarding certain tax matters.
 

 23.1
Consent of Sidley Austin LLP (included in Exhibits 5.1 and 8.1).
 
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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: January 25, 2023
 

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