Material Agreement - Form 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 31, 2023

Mercedes-Benz Auto Lease Trust 2020-B

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

Central Index Key Number of Issuing Entity: 0001821260

Mercedes-Benz 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

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:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

☐ 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. ☐

On January 31, 2023, Daimler Trust, a Delaware statutory trust ("DT"), entered into an Agreement of Merger (the "Merger Agreement"), dated as of January 31, 2023, among DT, as the target trust, Mercedes-Benz Vehicle Trust, a Delaware statutory trust ("MBVT" and, together with DT, the "Trusts"), as the surviving trust, BNY Mellon Trust of Delaware ("BNYM"), as trustee with respect to each of the Trusts, and Mercedes-Benz Trust Holdings LLC, a Delaware limited liability company ("Holdings"), as initial beneficiary of the each of the Trusts and as beneficial owner of the Specified Interests in the Trusts. Under the Merger Agreement, effective at 11:00 p.m. eastern time on January 31, 2023 (the "Effective Time"), DT was merged into MBVT, with MBVT continuing as the surviving entity of such merger. Pursuant to the Merger Agreement, the trustee filed a certificate of merger (the "Certificate of Merger") with respect to the merger with the Secretary of State of the State of Delaware on January 31, 2023.

MBVT was formed on March 15, 2022 and is organized under an Amended and Restated Trust Agreement, dated as of January 31, 2023 (the "MBVT Titling Trust Agreement"), among Holdings, as initial beneficiary, BNYM, as trustee, and Mercedes-Benz Financial Services USA LLC ("MBFS USA"), as titling trust administrator. The primary business purpose of MBVT will be to acquire leases and serve as record holder of title to vehicles in connection with asset-backed securities securitizations sponsored by MBFS USA, and in so doing, continue the activities previously conducted by DT in substantially the same manner but under the "Mercedes-Benz" name.

The Merger Agreement provides that, at the Effective Time and at all times thereafter, MBVT shall be liable for all of the debts, liabilities, obligations and duties of DT, each and all of which shall become debts, liabilities, obligations and duties of MBVT. Without limiting the foregoing, MBVT has expressly assumed all of DT's obligations under:

including, in each case, the due and punctual payment of the principal of and interest on each outstanding Exchange Note and the performance and observance of each and every agreement and covenant under the Collateral Agency Agreement (including each such Exchange Note Supplement) to be performed or observed by DT.

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Under the MBVT Titling Trust Agreement, Holdings, as initial beneficiary, has directed the issuance at the Effective Time of a separate series of beneficial interest within MBVT within the meaning of Section 3806(b) of the Delaware Statutory Trust Act (a "Specified Interest") to be known as the "Mercedes-Benz Retail Specified Interest" as to which the assets as of the Effective Time will consist of all assets previously allocated to the Daimler Retail Specified Interest issued under the Daimler Trust Agreement. A UCC financing statement has been filed in Delaware by MBVT in favor of Collateral Title Co. (formerly known as Daimler Title Co.), as Collateral Agent, to effect perfection of the security interest granted by MBVT in the leases and other related assets of MBVT under the Collateral Agency Agreement. Please refer to the issuing entity's prospectus dated September 15, 2020 for a further description of the Collateral Agency Agreement, the related Exchange Notes and Exchange Note Supplements and the Specified Interest.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits:

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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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