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SEC Comment Letter 0000000000-24-009778 to FORD CREDIT AUTO RECEIVABLES TWO LLC (CIK 0001129987)

FORD CREDIT AUTO RECEIVABLES TWO LLC (CIK 0001129987)
Date: Aug. 27, 2024 · CIK: 0001129987 · Accession: 0000000000-24-009778

AI Filing Summary & Sentiment

File numbers found in text: 333-281130

Date
August 27, 2024
Author
Not clearly detected
Form
UPLOAD
Company
FORD CREDIT AUTO RECEIVABLES TWO LLC (CIK 0001129987)

Letter

August 27, 2024 Ryan Hershberger Chairman Ford Credit Auto Receivables Two LLC One American Road Dearborn, Michigan 48216 Re:Ford Credit Auto Receivables Two LLC Registration Statement on Form SF-3 Filed July 31, 2024 File No. 333-281130 Dear Ryan Hershberger: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form SF-3 General 1.Please confirm that the depositor or any issuing entity previously established, directly or indirectly, by the depositor or any affiliate of the depositor has been current and timely with Exchange Act reporting during the last twelve months with respect to asset-backed securities involving the same asset class. Please refer to General Instruction I.A.2 of Form SF-3. Form of Prospectus Forward-Looking Statements, page 4 2.We note your statement that you undertake no obligation to update or revise any forward- looking statement. This disclaimer does not appear to be consistent with your disclosure obligations. Please revise to clarify that you will update this information to the extent required by law.

August 27, 2024 Page 2 Receivables Obligation to Repurchase Receivables, page 85 3.We note your disclosure that the sponsor's and depositor's repurchase obligations will be the "sole remedy of the trust, the indenture trustee and the noteholders for any losses" resulting from breaches of the applicable representations about the receivables. This statement appears to be inconsistent with the disclosure beginning on page 87 regarding dispute resolution for repurchase requests. Please revise here and throughout your prospectus and transaction documents as necessary to reconcile. Asset Representations Review - Asset Representations Review Process, page 87 4.We note your disclosure that the asset representations reviewer will review all of the receivables that are "more than 60 days delinquent." Please revise your prospectus disclosure and form of transaction documents, as applicable, to state that the review will be performed on each receivable that is 60 or more days delinquent (rather than more than 60 days delinquent) (emphasis added), as required by the shelf-eligibility provisions of Form SF-3. Refer to General Instruction I.B.1(b)(D) of Form SF-3. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Shalini Shah at 202-551-5942 or Kayla Roberts at 202-551-3490 with any questions. Sincerely, Division of Corporation Finance Office of Structured Finance

Show Raw Text
August 27, 2024
Ryan Hershberger
Chairman
Ford Credit Auto Receivables Two LLC
One American Road
Dearborn, Michigan 48216
Re:Ford Credit Auto Receivables Two LLC
Registration Statement on Form SF-3
Filed July 31, 2024
File No. 333-281130
Dear Ryan Hershberger:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form SF-3
General
1.Please confirm that the depositor or any issuing entity previously established, directly or
indirectly, by the depositor or any affiliate of the depositor has been current and timely
with Exchange Act reporting during the last twelve months with respect to asset-backed
securities involving the same asset class. Please refer to General Instruction I.A.2 of Form
SF-3.
Form of Prospectus
Forward-Looking Statements, page 4
2.We note your statement that you undertake no obligation to update or revise any forward-
looking statement. This disclaimer does not appear to be consistent with your disclosure
obligations. Please revise to clarify that you will update this information to the extent
required by law.

August 27, 2024
Page 2
Receivables
Obligation to Repurchase Receivables, page 85
3.We note your disclosure that the sponsor's and depositor's repurchase obligations will be
the "sole remedy of the trust, the indenture trustee and the noteholders for any losses"
resulting from breaches of the applicable representations about the receivables.  This
statement appears to be inconsistent with the disclosure beginning on page 87 regarding
dispute resolution for repurchase requests.  Please revise here and throughout your
prospectus and transaction documents as necessary to reconcile.
Asset Representations Review - Asset Representations Review Process, page 87
4.We note your disclosure that the asset representations reviewer will review all of the
receivables that are "more than 60 days delinquent." Please revise your prospectus
disclosure and form of transaction documents, as applicable, to state that the review will
be performed on each receivable that is 60 or more days delinquent (rather than more than
60 days delinquent) (emphasis added), as required by the shelf-eligibility provisions of
Form SF-3. Refer to General Instruction I.B.1(b)(D) of Form SF-3.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Shalini Shah at 202-551-5942 or Kayla Roberts at 202-551-3490 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance