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 14, 2025

 

(Exact name of Issuing Entity as specified in its charter)

Central Index Key Number of Issuing Entity: 0002044492

 

(Exact name of Depositor as specified in its charter)

Central Index Key Number of Depositor: 0001463814

 

(Exact name of Sponsor as specified in its charter)

Central Index Key Number of Sponsor:  0001540252

 

Registrant’s telephone number, including area code:  (248) 991-6700

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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 ☐

 

---

Section 1 — Registrant’s Business and Operations

 

 

In connection with the Asset Backed Notes (the “Notes”) to be issued by Mercedes-Benz Auto Receivables Trust 2025-1 (the “Issuer”) and the $1,081,770,000 principal amount of Notes offered pursuant to the Prospectus dated January 14, 2025, 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 SG Americas Securities, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, 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

 

 

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.

 

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

 

 

 

 

 

1.1	Underwriting Agreement, dated January 14, 2025, among Mercedes-Benz Retail Receivables, MBFS USA and SG Americas Securities, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

4.1	Indenture, dated as of January 1, 2025, between the Issuer and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”).
4.2	Amended and Restated Trust Agreement, dated as of January 1, 2025, between Mercedes-Benz Retail Receivables and Wilmington Trust, National Association, as owner trustee.
10.1	Sale and Servicing Agreement, dated as of January 1, 2025, among the Issuer, Mercedes-Benz Retail Receivables and MBFS USA, as seller (in such capacity, the “Seller”) and as servicer (in such capacity, the “Servicer”).
10.2	Receivables Purchase Agreement, dated as of January 1, 2025, between the Seller and Mercedes-Benz Retail Receivables, as purchaser.
10.3	Asset Representations Review Agreement, dated as of January 1, 2025, among the Issuer, the Administrator, the Servicer and Clayton Fixed Income Services LLC, as asset representations reviewer.
10.4	Administration Agreement, dated as of January 1, 2025, among the Issuer, MBFS USA, as administrator (the “Administrator”), Mercedes-Benz Retail Receivables and the Indenture Trustee.
36.1	Depositor Certification for shelf offerings of asset-backed securities.

 

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.

 

---