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) November 22, 2022

 

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

Central Index Key Number of Issuing Entity: 0001951118

 

(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) 991-6632

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:

 

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

 

In connection with the $1,474,000,000 Asset Backed Notes (the “Notes”) offered pursuant to the Prospectus dated November 15, 2022, 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

 

 

(a)   Not applicable.

 

(b)   Not applicable.

 

(c)   Not applicable.

 

(d)   Exhibits:

 

 

 

 

 

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.

 

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November 22, 2022

Mercedes-Benz Retail Receivables LLC

35555 W. Twelve Mile Rd., Suite 100

Farmington Hills, MI  48331

 

 

Ladies and Gentlemen:

 

We have acted as special counsel to Mercedes-Benz Retail Receivables LLC, a Delaware limited liability company (the “Depositor”), in connection with the sale by the Depositor of $693,000,000 aggregate principal amount of 5.26% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $657,000,000 aggregate principal amount of 5.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and $124,000,000 aggregate principal amount of 5.25% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-2 Notes and the Class A-3 Notes, the “Offered Notes”) of Mercedes-Benz Auto Receivables Trust 2022-1 (the “Issuer”) pursuant to an underwriting agreement, dated November 15, 2022 (the “Underwriting Agreement”), among the Depositor, Mercedes-Benz Financial Services USA LLC (“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 (the “Underwriters”).  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Underwriting Agreement.

 

The Offered Notes will be issued pursuant to an indenture, dated as of November 1, 2022 (the “Indenture”), between the Issuer and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”).  The Issuer is a Delaware statutory trust governed by an amended and restated trust agreement, dated as of November 1, 2022 (the “Trust Agreement”), between the Depositor and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”).  The assets of the Issuer will consist primarily of a pool of motor vehicle retail installment sale contracts and installment loans.

 

The Depositor has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SF-3 (Registration No. 333-266303) for the registration of asset-backed securities under the Securities Act of 1933, as amended (the “Securities Act”).  Such registration statement, as amended to the date hereof, is hereinafter called the “Registration Statement”.  In connection with the sale of Offered Notes under the Registration Statement, the Depositor has prepared a prospectus, dated November 15, 2022 (the “Prospectus”).

 

Sidley Austin (CA) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

 

Mercedes-Benz Retail Receivables LLC

November 22, 2022

Page 2

As special counsel to the Depositor, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such agreements, instruments, certificates, records and other documents and have made such examination of law as we have deemed necessary or appropriate for the purpose of this opinion letter.

 

In our examination, we have assumed, without independent investigation, the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies or by facsimile or other means of electronic transmission or which we obtained from sites on the internet and the authenticity of the originals of such latter documents.  As to facts relevant to this opinion letter, we have relied, without independent investigation, upon certificates and oral or written statements and representations of public officials and officers and other representatives of the Depositor, MBFS USA and others.

 

Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

 

1.          The Depositor is a limited liability company validly existing under the laws of the State of Delaware.

 

2.          The Offered Notes, when executed and delivered by the Owner Trustee and when authenticated by the Indenture Trustee in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters against the consideration set forth in the Underwriting Agreement, will be validly issued and entitled to the benefits of the Indenture and the Offered Notes will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

 

The foregoing opinions are subject to the following qualifications, exceptions, assumptions and limitations:

 

A.          The foregoing opinions are limited to matters arising under the Delaware Limited Liability Company Act and the laws of the State of New York.  We express no opinions as to the laws, rules or regulations of any other jurisdiction or, in the case of the State of Delaware, any other Delaware laws, or as to the laws, rules or regulations of any other jurisdiction or as to the municipal laws or the laws, rules or regulations of any local agencies or governmental authorities of or within the State of New York, in each case as to any matters arising thereunder or relating thereto.

 

 

Mercedes-Benz Retail Receivables LLC

November 22, 2022

Page 3

 

B.          We express no opinion as to any provision of any instrument, agreement or other document: (i) regarding severability of the provisions thereof; (ii) providing that the assertion or employment of any right or remedy shall not prevent the concurrent assertion or employment of any other right or remedy, or that every right and remedy shall be cumulative and in addition to every other right and remedy, or that any delay or omission to exercise any right or remedy shall not impair any right or remedy or constitute a waiver thereof; (iii) regarding waiver of usury, stay, extension or similar laws; (iv) regarding specific performance or the grant of any power of attorney; or (v) requiring any party to take further action or to enter into further agreements or instruments or to provide further assurances.  In addition, we wish to advise you that rights to indemnity and contribution may be limited by applicable law or public policy.

 

C.          Our opinion in paragraph (2), above, above is subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief and including, to the extent applicable, the rights of creditors of “financial companies” (as defined in Section 201 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) or their affiliates.

 

The opinions expressed herein are expressed and made as of the date hereof and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

 

We hereby consent to the filing of this opinion letter as an exhibit to a current report on Form 8-K to be filed by the Depositor or the Issuer.  By such consent we do not concede that we are an “expert” for the purposes of the Securities Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Prospectus or the Registration Statement, including this exhibit.

 

	Very truly yours,
	/s/ Sidley Austin LLP

 

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November 22, 2022

 

Mercedes-Benz Retail Receivables LLC

35555 W. Twelve Mile Rd., Suite 100

Farmington Hills, MI  48331

 

Re:

Mercedes-Benz Auto Receivables Trust 2022-1

 

Ladies and Gentlemen:

 

We have acted as special tax counsel to Mercedes-Benz Retail Receivables LLC, a Delaware limited liability company (the “Depositor”), in connection with the preparation and filing of the prospectus dated November 15, 2022 (the “Prospectus”) relating to $693,000,000 aggregate principal amount of 5.26% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $657,000,000 aggregate principal amount of 5.21% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and $124,000,000 aggregate principal amount of 5.25% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-2 Notes and the Class A-3 Notes, the “ Offered Notes”) of Mercedes-Benz Auto Receivables Trust 2022-1 (the “Issuer”).  The Offered Notes will be sold by the Depositor pursuant to an underwriting agreement, dated November 15, 2022 (the “Underwriting Agreement”), among the Depositor, Mercedes-Benz Financial Services USA LLC (“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 (the “Underwriters”).  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Underwriting Agreement.

 

As described in the Prospectus, in connection with the issuance of the Offered Notes and $393,170,000 aggregate principal amount of 0.00% Class A-1 Asset Backed Notes (the “Class A-1 Notes” and, together with the Offered Notes, the “Notes”) on the Closing Date, the Depositor and the Issuer, as applicable, will enter into the (i) receivables purchase agreement, dated as of November 1, 2022 (the “Receivables Purchase Agreement”), between MBFS USA and the Depositor, (ii) sale and servicing agreement, dated as of November 1, 2022 (the “Sale and Servicing Agreement”), among the Issuer, the Depositor, MBFS USA, as seller (in such capacity, the “Seller”) and as servicer (in such capacity, the “Servicer”), (iii) indenture, dated as of November 1, 2022 (the “Indenture”), between the Issuer and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”), and (iv) amended and restated trust agreement, dated as of November 1, 2022 (the “Trust Agreement” and, together with the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Underwriting Agreement and the Indenture, the “Transaction Documents”), between the Depositor and Wilmington Trust, National Association, as owner trustee.  The assets of the Issuer will consist primarily of a pool of motor vehicle retail installment sale contracts and installment loans.

 

Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

 

Mercedes-Benz Retail Receivables LLC

November 22, 2022

Page 2

As special federal income tax counsel to the Depositor, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such agreements, instruments, certificates, records and other documents and have made such examination of law as we have deemed necessary or appropriate for the purpose of the opinions expressed below, including the Transaction Documents.  In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies or by facsimile or other means of electronic transmission and the authenticity of the originals of such latter documents.  Our opinions are also based on the assumption that there are no agreements or understandings with respect to the transactions contemplated in the Transaction Documents other than those contained in the Transaction Documents and that all parties to the Transaction Documents will comply with the terms thereof, including all tax reporting requirements contained therein, and that the issuance of the Notes and the other transactions set forth in or contemplated by the Transaction Documents are not part of another transaction or another series of transactions that would require the Issuer, any investor or any other participant to treat such transaction or transactions as subject to the disclosure, registration or list maintenance requirements of Sections 6010, 6111 or 6112 of the Code.

 

As to facts relevant to the opinions expressed herein and the other statements made herein, we have relied without independent investigation upon certificates and oral or written statements and representations of public officials, officers and other representatives of the Depositor, MBFS USA, the Underwriters and others.  We have also relied on certain factual, numerical and statistical information which is based on the assumptions used in pricing the Offered Notes.

 

We have advised the Depositor with respect to certain federal income tax consequences of the issuance of the Offered Notes.  This advice is summarized under the heading “Summary of Terms—Tax Status” and “Material Federal Income Tax Consequences” in the Prospectus.  Such description does not purport to discuss all possible federal income tax ramifications of the proposed issuance, but with respect to those federal income tax consequences that are discussed, in our opinion, the description is accurate in all material respects.  We hereby confirm and adopt the opinions expressly set forth under each of the above quoted headings in the Prospectus as representing our opinion as to the material federal income tax consequences of the purchase, ownership and disposition of the Offered Notes.

 

The opinions set forth herein are based upon the existing provisions of the Internal Revenue Code of 1986, as amended, and Treasury Regulations issued or proposed thereunder, published Revenue Rulings and releases of the Internal Revenue Service and existing case law, any of which could be changed at any time.  Any such changes may be retroactive in application and could modify the legal conclusions upon which the opinions set forth herein are based.  The opinions expressed herein are limited as described above, and we do not express an opinion on any other legal or income tax aspect of the transactions contemplated by the Transaction Documents.  In addition, you should be aware that our opinions will have no binding effect on the Internal Revenue Service or a court and should not be considered a guarantee of the ultimate outcome of any controversy.

 

In rendering the foregoing opinions, we express no opinion as to the laws of any jurisdiction other than the federal income tax laws of the United States.  The opinions expressed and the statements made herein are expressed and made as of the date hereof and we assume no obligation to update this opinion letter or advise you of changes in legal authorities, facts (including the taking of any action by any party to the Transaction Documents pursuant to any opinion of counsel or waiver), assumptions or documents on which this opinion letter is based (or the effect thereof on the opinions expressed or the statements made herein) or any inaccuracy in any of the representations, warranties or assumptions upon which we have relied in rendering the opinions set forth herein unless we are specifically engaged to do so.

 

We hereby consent to the filing of this opinion letter as an exhibit to a current report on Form 8-K to be filed by the Depositor or the Issuer.  By such consent we do not concede that we are an “expert” for the purposes of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Prospectus or the related Registration Statement, including this exhibit.

 

	Very truly yours,
	/s/ Sidley Austin LLP

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