SecProbe.io

Mailstop 3233
October 26, 2017

Via E -mail
Ronald M. Sanders, Esq.
Colony NorthStar Credit Real Estate, Inc.
515 S. Flower Street, 44th Floor
Los Angeles, CA 90071

Re: Colony NorthStar Credit Real Estate, Inc.
Draft Registration Statement on Form S -4
Submitted September 29, 2017
  CIK No. 0001717547

Dear Mr. Sanders :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments,  we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registra tion statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comme nts and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, tha t you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

2. Please provide us with copies of any graphics, maps, photograph s, and related captions or
other artwork including logos that you intend to use in the prospectus. Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

Ronald M. Sanders
Colony NorthStar Credit Real Estate, Inc.
October 26, 2017
Page 2

 3. Please provide us supplementally with copies of any board books or similar materials
prepared by the financial advisors and shared with the boards of directors and their
representatives.

4. You state that cash will be issued in lieu of fractional shares.  Please provide your
analysis regarding the applicability of Rule 13e -3 to the transaction given that the
exception in Rule 13e -3(g)(2) requires that security holders are offered or receive only an
equity security.  In your response, please address with respec t to NorthStar I and
NorthStar II, respectively: (i) the number of security holders who, giving effect to the
exchange ratio, would be subject to cash disposition of fractional interests; (ii) the
estimated aggregate amount of cash payable to dispose of fr actional interests; and (iii) the
number of security holders, if any, who would be effectively cashed out after giving
effect to the cash disposition of fractional interests.

5. We note your disclosure on page 276 that the company may pursue an initial publ ic
offering within six months of stockholders’ approval of the business combination or
pursue a listing on a national securities exchange. In the summary and risk factors
sections, please discuss in greater detail the IPO and listing including, as applicab le, any
price sensitivity that an IPO or listing could have on current shareholders if such IPO
price or trading price was at a material discount to book value.

6. We note your proposals  asking for NorthStar I  stockholders to vote on the merger and the
charter amendment regarding the distribution of beneficial interests in a liquidating trust.
Please provide your analysis as to how the distribution of the interests in the liquidating
trust will be in compliance  with Section 5 of the Securities Act.

7. Please discuss in greater detail the reasons for CLNS entering into the agreement to
contribute the CLNS investment entities including the reasons for selecting the particular
assets to be contributed. See Item 4 of Form S -4.

8. Please provide audited finan cial statements of the registrant, Colony NorthStar Credit
Real Estate, Inc. Refer to Rule 3 -01 of Regulation S -X.

Summary

Company Contribution, page 25

9. We note the illustration on page 27 regarding the structure of the Company immediately
after the Combination. Please revise the illustration to include the percentage of
ownership that RED REIT and the Company will each hold in the Company OP and that
each stockholder group will hold in the Company. Also disclose the ownership of RED
REIT.

Ronald M. Sanders
Colony NorthStar Credit Real Estate, Inc.
October 26, 2017
Page 3

 Post-Closing Ownership, page 28

10. Please revise your disclosure, here and elsewhere as appropriate, to describe, if
applicable, the effect of the initial public offering on the parties’ respective ownership
interests in the Company, or advise us why such disclosur e would not be material to
shareholders.

Risk Factors, page 56

11. We note that you will be externally advised by CLNC Manager, LLC, which is a wholly
owned subsidiary of CLNS OP, and all of your officers are employees of CLNC
Manager, LLC or its affiliates.  We further note you expect CLNS and its affiliates to
receive approximately 37% of the total consideration issued in the combination.  Please
add risk factor disclosure describing any material risks arising from potential conflicts of
interest  resulting from this relationship.

The Combination and Related Transactions, page 106

12. We note your disclosure on page 124 that NorthStar I expected to consider alternatives
for providing liquidity to NorthStar I common stockholders five years from the
completion of its primary offering. Please discuss, as applicable, if alternative liquidity
events were considered other than business combinations.

13. We note your disclosure on page 116 that including the excluded asset in the Company
could negatively affec t Company’s initial public offering, “given a variety of factors
including overall size and underlying property type.” Please discuss in greater detail, in
this section or elsewhere such as the Liquidation Trust section, the factors involving the
excluded asset that would negatively affect the Company’s IPO.

Opinion of NorthStar I Special Committee’s Financial Advisor, page 136

14. We note that Credit Suisse reviewed materials prepared by a third party as to the net asset
values of NorthStar I, NorthStar II and the Contributed Entities in preparing its fairness
opinion. Please include the information required by Item 1015(b) of Regulation M -A and
file such report as an exhibit or advise us why including the disclosure or filing the report
is not required.  Pl ease see Item 4(b) and Item 21(c) of Form S -4.

15. Please discuss the impact of the excluded asset by NorthStar I  from the transaction in the
analysis provided by Credit Suisse in its fairness opinion or advise us why such
disclosure is not necessary.

Ronald M. Sanders
Colony NorthStar Credit Real Estate, Inc.
October 26, 2017
Page 4

 Selected Precedent Transactions Analysis, page 143

16. We note your disclosure that the “overall low to high latest reported quarter book value
multiples observed for the selected transactions, to the extent meaningful, were 0.79x to
1.10x.”  Please revise to cl arify what you mean by “to the extent meaningful.”
Additionally, we note that Credit Suisse applied “a selected range of latest reported
quarter book value multiples of 0.85x to 1.00x derived from selected transactions” to
calculate an approximate implied  aggregate equity value reference range for both
NorthStar I and NorthStar II.  Please revise to explain why a narrower range of latest
reported quarter book value multiples was used in the calculation compared to the full set
of low to high latest reporte d quarter book value multiples observed for the selected
transactions.

Dividend Discount Analyse s, page 144

17. Please revise to explain the basis for the assumptions underlying the implied exchange
ratio reference range, including the use of a selected rang e of book value multiples of
0.9x to 1.0x to calculate NorthStar I’s and the Company’s respective estimated book
value as of December 31, 2023 and the use of a selected range of discount rates of 6.5%
to 8.0% to calculate the present values of the distribu table cash flows and terminal values.

18. We note your disclosure stating “This analysis indicated approximate implied aggregate
equity value reference ranges for NorthStar  I and the Company (before giving effect, in
the case of the Company, to a 7.2% aggregate equity ownership percentage assumed to be
issued in connection with an initial public offering of the Company) of $1,055 million to
$1,208 million and $3,209 million to $3,647 million, respectively.”  Please revise to
explain what you mean by “before giving effect, in the case of the Company, to a 7.2%
aggregate equity ownership percentage assumed to be issued in connection with an initial
public offering of the Compan y.”

Certain Additional Information, page 144

19. Please revise to explain the basis for the assumptions underlying the “Has/Gets” dividend
discount analysis, including the use of a selected range of book value multiples of 0.90x
to 1.15x and the use of a sel ected discount rate range of 6.5% to 8.0%.

Certain Unaudited Prospective Financial Information of NorthStar I, page 145

20. We note your disclosure that you do not intend to update the Standalone Projections.
Please revise your disclosure to clarify that you will update the projections to the extent
required by law.  Please make similar revisions to your disclosure relating to standalone
projections of NorthStar II and the Contributed Entities.

Ronald M. Sanders
Colony NorthStar Credit Real Estate, Inc.
October 26, 2017
Page 5

 Opinion of the NorthStar II Special Committee’s Financial Ad visor, page 147

21. We note that Moelis reviewed certain internal information relating to the Company on a
pro-forma basis giving effect to the Combination, and certain internal information
relating to the expected cost savings expected to result from the Com bination, each
furnished to Moelis by CLNS, in preparing its fairness opinion.  Please tell us what
consideration you have given to disclosing the projections and forecasts prepared by the
Company or CLNS with respect to the Company on a pro forma basis gi ving effect to the
Combination.

Selected Public Companies Analysis, page 152

22. Please revise to explain more clearly the basis for the P/NAV, P/BV, and P/MFFO
multiples used in this section and in the analysis under the heading “Selected
Transactions Anal ysis” starting on page 154.

Description of the Company ― Financing Strategy, page 193

23. We note that your pro forma balance sheet as of June 30, 2017 reflects debt of
approximately $5 billion.  Please revise your disclosure to discuss in more detail the de bt
you will hold following the combination, or advise us why such disclosure is not material
to shareholders.

Investment Company Act Matters, page 198

24. Please describe in more detail how your  intended combined business will be exempt from
the Investment Company Act of 1940.

Executive Compensation ― The Company, page 204

25. We note that you intend to reimburse your Manager or its affiliates for certain personnel
costs, including the allocable share of the compensation the Manager pays to the
Company’s Chief Financial Officer. In future filings that require Item 402 or Item 404 of
Regulation S -K disclosure, please disclose the amount of fees paid to the Manager, break
out the amounts paid pursua nt to the base management fee, incentive fee, and the
reimbursement provision, and within reimbursements specify any amounts reimbursed
for salaries or benefits of a named executive officer.

Description of the Company Capital Stock ― Transfer Restricti ons, page 302

26. We note that your charter restricts any person from acquiring or holding shares of your
common stock in excess of 9.8% in value or number of the aggregate outstanding.  We
further note that you expect to grant CLNS OP an ownership limit waiv er permitting
CLNS OP to, directly or indirectly, own 39% of your common stock.  As a result, it

Ronald M. Sanders
Colony NorthStar Credit Real Estate, Inc.
October 26, 2017
Page 6

 appears that it is possible for five or fewer individuals to own more than 50% of your
outstanding common stock.  Please advise us how you plan to ensure compl iance with the
REIT qualification standards described in the second sentence of the first paragraph
under the heading “Transfer Restrictions.”

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 2. Basis of Presentation, page F -8

27. We note from your disclosure that Colony NorthStar Credit Real Estate, Inc. is
determined to be the accounting acquirer based on guidance in ASC 805, Business
Combinations.   Please explain to us in greater detail how you identified the company as
the accoun ting acquirer, specifically addressing how you considered each of the criteria
outlined within ASC 805 -10-55-10 to 15.

Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page F -12

Fair value adjustments

28. We note your disclosures regarding the estimated fair values of NorthStar I and NorthStar
II.  Please provide additional information regarding the estimation process including
assumptions used.   Specifically, please disclose the following:

a. Please disclosu re the type and amount of assets valued based upon a discounted
cash flow analysis and the significant assumptions used in this analysis (e.g.
discount rates);

b. Please disclosure the type and amount of assets valued based upon direct
capitalization analys is and the significant assumptions used in this analysis (e.g.
capitalization rates);

c. Please disclose the average current yield, estimated yield used for newly
originated loans, or the market yield used to value loans receivable;

d. Please disclose addition al information regarding how management estimated the
value of their investments in unconsolidated ventures, including significant
assumptions;

e. Please disclose the type and magnitude of the securities valued based upon broker
quotes, third -party pricing s ervices and discounted cash flows, separately.   For
securities valued by third party pricing services or discounted cash flow, please
disclose the significant assumptions used (e.g. discount rates);

Ronald M. Sanders
Colony NorthStar Credit Real Estate, Inc.
October 26, 2017
Page 7

 f. Please disclose the average interest rate currently avai lable for similar instruments
used to discount the expected future cash outlays; and

g. Please provide additional information on how the fair value of the non -controlling
interests in investment entities is estimated by management.

29. We note from you disclosu re in adjustment (b) that a pro forma adjustment is being made
to reflect the consolidation of assets and liabilities of two NorthStar securitization trusts.
Please revise your disclosure to clarify the accounting basis used to reflect the asset and
liabil ity amounts of the securitizations. Additionally, please revise your disclosure to
describe the structure of each securitization.

Note 5. Adjustments to Unaudited Pro Forma Pre -IPO Condensed Combined Statements of
Operations, page F -15

30. Please provide a dditional information regarding your fair value adjustments, including
significant assumptions used.   Specifically, please disclose the calculation of the new
amortization of premium or discount related to the debt assumed and the exact fair value
adjustme nts attributable to non -controlling interest in investment entities and how these
adjustments were calculated.

Annex F -1

NorthStar Real Estate Income Trust, Inc.

Note 5. Investments in Unconsolidated Ventures, Page F -1-33

31. Please tell us whether any of your unconsolidated ventures are significant in accordance
with Rule 3 -09 of Regulation S -X and the basis for your conclusions.   To the extent any
of your unconsolidated ventures are significant, please explain why