Attached files
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
23, 2019
Mercedes-Benz Auto Lease Trust 2019-A
(Exact name of Issuing Entity as specified in its charter)
Central Index Key Number of Issuing Entity: 0001763960
Daimler Trust Leasing LLC
(Exact name of Depositor as specified in its charter)
Central Index Key Number of Depositor: 0001537805
Mercedes-Benz Financial Services USA LLC
(Exact name of Sponsor as specified in its charter)
Central Index Key Number of Sponsor: 0001540252
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State of Delaware
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333-208533-07
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20-8741581
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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36455 Corporate Drive
Farmington Hills, Michigan
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48331
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(Address of principal executive offices)
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(Zip Code)
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| Registrant’s telephone number, including area code: (248) 991-6632 |
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(Former name or former address, if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 1 — Registrant’s Business and Operations
| Item 1.01. |
Entry into a Material Definitive Agreement.
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In connection with the $1,317,110,000 principal amount of Asset Backed Notes (the “Notes”) to be issued by Mercedes-Benz Auto
Lease Trust 2019-A (the “Issuer”) and offered pursuant to the Prospectus dated January 23, 2019, Daimler Trust Leasing LLC (“Daimler Trust Leasing”) and Mercedes-Benz Financial Services USA LLC (“MBFS USA”) entered into an underwriting agreement
(the “Underwriting Agreement”) with SMBC Nikko Securities America, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and TD 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.
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In connection with the issuance of the Notes, the Issuer, Daimler Trust Leasing and/or Daimler Trust intend to enter into at closing the
agreements listed below in Item 9.01 and attached as Exhibits 4.1, 4.2, 4.4, 10.1, 10.2, 10.4, 10.5, 99.2, 99.3 and 99.4 to this Current Report on Form 8-K. These agreements, the forms of which were filed as exhibits to Daimler Trust Leasing’s
registration statement, 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 on the Notes, the chief executive officer of Daimler Trust Leasing 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.
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| (a) |
Not applicable.
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| (b) |
Not applicable.
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| (c) |
Not applicable.
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| (d) |
Exhibits:
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| 1.1 |
Underwriting Agreement, dated January 23, 2019, among Daimler Trust Leasing, MBFS USA, and SMBC Nikko Securities America, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and TD Securities (USA) LLC, as representatives of the several underwriters named therein.
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| 4.1 |
Indenture, dated as of January 1, 2019, between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”).
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| 4.2 |
Amended and Restated Trust Agreement, dated as of January 1, 2019, between Daimler Trust Leasing and Wilmington Trust, National Association, as owner trustee.
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| 4.4 |
2019-A Exchange Note Supplement, dated as of January 1, 2019, among Daimler Trust, as borrower, U.S. Bank Trust National Association, as administrative agent, Daimler Title
Co., as collateral agent, MBFS USA, as lender and as servicer, and the Indenture Trustee.
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| 10.1 |
First-Tier Sale Agreement, dated as of January 1, 2019, between MBFS USA, as seller, and Daimler Trust Leasing, as purchaser.
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| 10.2 |
Second-Tier Sale Agreement, dated as of January 1, 2019, between Daimler Trust Leasing, as seller, and the Issuer, as purchaser.
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| 10.4 |
2019-A Servicing Supplement, dated as of January 1, 2019, among MBFS USA, as servicer and as lender, Daimler Trust, as titling trust, and Daimler Title Co., as collateral
agent.
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| 10.5 |
Asset Representations Review Agreement, dated as of January 1, 2019 among the Issuer, MBFS USA, as administrator and as servicer, and Clayton Fixed Income Services LLC, as
asset representations reviewer.
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Depositor Certification for shelf offerings of asset-backed securities.
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| 99.2 |
2019-A Collateral Account Control Agreement, dated as of January 1, 2019, between the Issuer, as initial secured party, and U.S. Bank National Association, as
assignee-secured party and as securities intermediary.
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| 99.3 |
Titling Trust Account Control Agreement, dated as of January 1, 2019, between Daimler Trust, as initial secured party, and U.S. Bank National Association, as
assignee-secured party and as securities intermediary.
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| 99.4 |
2019-A Administration Agreement, dated as of January 1, 2019, among the Issuer, MBFS USA, as administrator, and the Indenture Trustee.
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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.
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DAIMLER TRUST LEASING LLC, as Depositor
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By:
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/s/ Steven C. Poling
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Steven C. Poling
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Assistant Secretary
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| Date: January 25, 2019 | ||