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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) April 19, 2017

 

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

Central Index Key Number of Issuing Entity:  0001700323

 

(Exact name of Depositor as specified in its charter)

Central Index Key Number of Depositor:  0001537805

 

(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

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))

 

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Section 1 — Registrant’s Business and Operations

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

In connection with the $1,967,896,000 principal amount of Asset Backed Notes (the “Notes”) to be issued by Mercedes-Benz Auto Lease Trust 2017-A (the “Issuer”) and offered pursuant to the Prospectus dated April 19, 2017, 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 J.P. Morgan Securities LLC, BNP Paribas Securities Corp. and SMBC Nikko Securities America, Inc., 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, 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.

 

(a)

Not applicable.

 

(b)

Not applicable.

 

(c)

Not applicable.

 

(d)

Exhibits:

 

1.1

Underwriting Agreement, dated April 19, 2017, among Daimler Trust Leasing, MBFS USA, and J.P. Morgan Securities LLC, BNP Paribas Securities Corp. and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein.

 

4.1

Indenture, dated as of April 1, 2017, between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”).

 

4.2

Amended and Restated Trust Agreement, dated as of April 1, 2017, between Daimler Trust Leasing and Wilmington Trust, National Association, as owner trustee.

 

4.4

2017-A Exchange Note Supplement, dated as of April 1, 2017, 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.

 

10.1

First-Tier Sale Agreement, dated as of April 1, 2017, between MBFS USA, as seller, and Daimler Trust Leasing, as purchaser.

 

10.2

Second-Tier Sale Agreement, dated as of April 1, 2017, between Daimler Trust Leasing, as seller, and the Issuer, as purchaser.

 

10.4

2017-A Servicing Supplement, dated as of April 1, 2017, among MBFS USA, as servicer and as lender, Daimler Trust, as titling trust, and Daimler Title Co., as collateral agent.

 

10.5

Asset Representations Review Agreement, dated as of April 1, 2017 among the Issuer, MBFS USA, as administrator and as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.

 

36.1

Depositor Certification for shelf offerings of asset-backed securities.

 

99.2

2017-A Collateral Account Control Agreement, dated as of April 1, 2017, between the Issuer, as initial secured party, and U.S. Bank National Association, as assignee-secured party and as securities intermediary.

 

99.3

Titling Trust Account Control Agreement, dated as of April 1, 2017, between Daimler Trust, as initial secured party, and U.S. Bank National Association, as assignee-secured party and as securities intermediary.

 

99.4

2017-A Administration Agreement, dated as of April 1, 2017, among the Issuer, MBFS USA, as administrator, and the Indenture Trustee.

 

 

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.

 

 

EXHIBIT INDEX

 

 

 

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