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): 

June 26, 2023

          Ford Credit Auto Owner Trust 2023-B           

(Exact Name of Issuing Entity as Specified in Charter) 

Commission File Number: 333-258040-06 

Central Index Key Number: 0001977224

          Ford Credit Auto Receivables Two LLC            

(Exact Name of Registrant/Depositor as Specified in Charter) 

Commission File Number: 333-258040 

Central Index Key Number: 0001129987

                Ford Motor Credit Company LLC                 

(Exact Name of Sponsor as Specified in Charter) 

Central Index Key Number: 0000038009

                                       Delaware                                     

(State or Other Jurisdiction of Incorporation of the Registrant)

                                     38-3574956                                  

(IRS Employer Identification No. of the Registrant)

c/o Ford Motor Company – Ford Credit SPE Management Office World Headquarters, Suite 802 One American Road Dearborn, Michigan	48126
(Address of Principal Executive Offices of the Registrant)	(Zip Code)

Registrant's telephone number, including area code: 313-594-3495

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))

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. ¨

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Item 8.01 Other Events

In connection with the issuance by Ford Credit Auto Owner Trust 2023-B (the "Trust") of the asset-backed securities (the "Notes") described in the Prospectus, dated June 21, 2023, which was filed with the Securities and Exchange Commission pursuant to its Rule 424(b)(2) by Ford Credit Auto Receivables Two LLC (the "Registrant" or the "Depositor"), the documents listed in Item 9.01(d) below are being filed.

This Current Report on Form 8-K is being filed in connection with the issuance of the Notes to satisfy an undertaking to file unqualified legality and tax opinions at the time of each takedown from the Registration Statement. Copies of the legality and tax opinions delivered by Katten Muchin Rosenman LLP, counsel to the Registrant, in connection with the issuance of the Notes are attached hereto as Exhibits 5.1 and 8.1, respectively.

Item 9.01. Financial Statements and Exhibits.

(a)            Not applicable

(b)            Not applicable

(c)            Not applicable

(d)            Exhibits:

Exhibit No.	Description
Exhibit 5.1	Opinion of Katten Muchin Rosenman LLP with respect to legality.
Exhibit 8.1	Opinion of Katten Muchin Rosenman LLP with respect to federal income tax matters.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

FORD CREDIT AUTO RECEIVABLES TWO LLC
By:	/s/ Ryan Hershberger
Name:	Ryan Hershberger
Title:	President and Assistant Treasurer

Dated: June 26, 2023

EX-5.1

EXHIBIT 5.1

50 Rockefeller Plaza
New York, NY  10020-1605
212.940.8800 tel
www.katten.com

June 26, 2023

Ford Credit Auto Receivables Two LLC 

c/o Ford Credit SPE Management Office 

World Headquarters, Suite 802 

One American Road 

Dearborn, Michigan 48126

Re: Ford Credit Auto Owner Trust 2023-B
Registration Statement on Form SF-3 File No. 333-258040

Ladies and Gentlemen:

We have acted as special counsel to Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Registrant"), and Ford Credit Auto Owner Trust 2023-B, a Delaware statutory trust, as issuer (the "Trust") in connection with the above-referenced Registration Statement (the "Registration Statement"), and with the issuance by the Trust on the date hereof of its Asset Backed Notes, Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4, Class B and Class C (collectively, the "Notes"). The Trust is governed by an Amended and Restated Trust Agreement, dated as of June 1, 2023 (the "Trust Agreement"), between the Registrant, as depositor, and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"), and the Notes will be issued under and pursuant to an Indenture, dated as of June 1, 2023 (the "Indenture"), between the Trust and The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee").

We generally are familiar with the proceedings taken or required to be taken in connection with the proposed authorization, issuance and sale of the Notes, and have made investigations of law and have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all the documents and records of the Registrant and the other instruments of the Registrant and other persons, as we have deemed appropriate as a basis for the opinions expressed below, including (a) the Registration Statement, (b) the Trust Agreement, the Indenture (including the form of Notes included as an exhibit to the Indenture), the Underwriting Agreement, dated June 21 2023, among the Depositor, Ford Motor Credit Company LLC and the representatives of the several underwriters named therein, and the other transaction documents and forms of transaction documents attached as exhibits or incorporated by reference to the Registration Statement (collectively, the "Agreements") and (c) the prospectus, dated June 21, 2023 (the "Prospectus"), relating to the offering of the Notes.

KATTEN MUCHIN ROSENMAN LLP 

CENTURY CITY       CHARLOTTE       CHICAGO       DALLAS       LOS ANGELES
NEW YORK       ORANGE COUNTY       SHANGHAI       WASHINGTON, DC 

A limited liability partnership including professional corporations 

LONDON: KATTEN MUCHIN ROSENMAN UK LLP

Ford Credit Auto Receivables Two LLC
June 26, 2023
Page 2

We express no opinion except as to matters that are governed by federal law, the laws of the State of New York or the Delaware Limited Liability Company Act or the Delaware Statutory Trust Act. All opinions expressed below are based on laws, regulations and policy guidelines currently in force and may be affected by future regulations.

Subject to the qualifications stated above, we are of the opinion that, with respect to the Notes, when (a) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Indenture has been duly authorized by all necessary action and duly executed and delivered by all necessary parties, and (c) the Notes have been duly executed and authenticated according to the provisions of the Indenture and issued and sold as contemplated in the Prospectus and the Agreements and delivered under Section 5 of the Securities Act of 1933, as amended (the "Act"), the Notes will have been duly authorized by all necessary action of the Trust and will be legally and validly issued, binding obligations of the Trust, fully paid and non-assessable, and the holders of the Notes will be entitled to the benefits of the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law.

We consent to the filing of this opinion by the Trust under Form 8-K in connection with the offering and sale of the Notes, and to references to this firm as counsel to the Registrant and the Trust in the Prospectus, without implying or admitting that we are "experts" within the meaning of the Act or the rules and regulations of the Commission issued under the Act, for any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Katten Muchin Rosenman LLP

EX-8.1

EXHIBIT 8.1

2900 K Street NW
North Tower - Suite 200
Washington, DC  20007-5118
202.625.3500 tel
www.katten.com

June 26, 2023

Ford Credit Auto Receivables Two LLC 

c/o Ford Credit SPE Management Office 

World Headquarters, Suite 802 

One American Road 

Dearborn, Michigan 48126

Re: Registration Statement on Form SF-3 File No. 333-258040

Ladies and Gentlemen:

We have acted as special counsel to Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Registrant"), and Ford Credit Auto Owner Trust 2023-B, a Delaware statutory trust, as issuer (the "Trust") in connection with the above-referenced Registration Statement (the "Registration Statement"), and with the issuance by the Trust on the date hereof of its Asset Backed Notes, Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4, Class B and Class C (collectively, the "Notes"). The Trust is governed by an Amended and Restated Trust Agreement, dated as of June 1, 2023 (the "Trust Agreement"), between the Registrant, as depositor, and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"), and the Notes will be issued under and pursuant to an Indenture, dated as of June 1, 2023 (the "Indenture"), between the Trust and The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"). The Indenture and the Trust Agreement are referred to in this opinion as the "Agreements".

We have examined (a) the Agreements, (b) the prospectus, dated June 21, 2023 (the "Prospectus"), relating to the offering of the Notes and (c) such other documents, records and instruments as we have deemed necessary for the purposes of this opinion.

In arriving at the opinion expressed below, we have assumed that each Agreement will be duly authorized by all necessary corporate or limited liability company action on the part of the Registrant, the Indenture Trustee, the Owner Trustee and any other party to the Agreements and will be duly executed and delivered by the Registrant, the Indenture Trustee, the Owner Trustee and any other party to the Agreements substantially in the applicable form filed or incorporated by reference as an exhibit to the Registration Statement, and that the Notes will be sold as described in the Prospectus. As to various questions of fact material to our opinions, we have relied, to the extent we deemed appropriate, on representations, statements and certificates of officers and representatives of the Registrant and others.

KATTEN MUCHIN ROSENMAN LLP 

CENTURY CITY       CHARLOTTE       CHICAGO       DALLAS       LOS ANGELES
NEW YORK       ORANGE COUNTY       SHANGHAI       WASHINGTON, DC

A limited liability partnership including professional corporations

LONDON: KATTEN MUCHIN ROSENMAN UK LLP

Ford Credit Auto Receivables Two LLC 

June 26, 2023 

Page 2

As special tax counsel to the Registrant, we have advised the Registrant regarding material federal income tax aspects of the proposed issuance of the Notes under the Agreements. This advice has formed the basis for the description of federal income tax consequences for holders of the Notes under the headings "Summary—Tax Status" and "Tax Considerations" in the Prospectus. We confirm and adopt as our opinion those opinions stated under these headings (in each case subject to the limitations stated in the Prospectus.)

This opinion is based on the facts and circumstances in the Prospectus and in the other documents reviewed by us. Our opinion as to the matters in this opinion could change for the Notes as a result of changes in facts or circumstances, changes in the terms of the documents reviewed by us, or changes in the law after the date of this opinion.

This opinion is based on our interpretations of current law, including the Internal Revenue Code of 1986, as amended, judicial decisions, administrative rulings and existing final and temporary Treasury regulations, which are subject to change both prospectively and retroactively, and on the facts and assumptions discussed in this opinion. This opinion letter is limited to the matters stated in this opinion letter, and no opinions are intended to be implied or may be inferred beyond those expressly stated in this opinion letter. In addition, our opinion is based on the assumption that the matter, if litigated, will be properly presented to the applicable court. Furthermore, our opinion is not binding on the Internal Revenue Service and there can be no assurance that the Internal Revenue Service will not take a contrary position.

We consent to the filing of this opinion by the Trust under Form 8-K in connection with the offering and sale of the Notes, and to references to this firm as special tax counsel to the Registrant under the headings in the Prospectus, without implying or admitting that we are "experts" within the meaning of the Act or the rules and regulations of the Commission issued under the Securities Act of 1933, as amended, for any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Katten Muchin Rosenman LLP