SecProbe.io

Mailstop 3233
November 17, 2017

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

Re: Colony NorthStar Credit Real Estate, Inc.
Amendment No. 1  to
Draft Registration  Statement  on Form S-4
Submitted  November 6, 2017
  CIK No. 0001717547

Dear Mr. Sanders :

We have reviewed your amended 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 registrati on statement or publicly filing your registration 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 infor mation you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Risk Factors, page 57

1. We note your response to comment 11 of our letter and your revised disclosure beginning
on page 72, and we reissue the comment in part.  Please add risk factor disclosure
describing any material risks arising from the share ownership of CLNS and its affiliates.
For example, we note that the stockholders agreement describ ed on page 310 prohibits
CLNS OP, for two years, from taking any action to change the composition of your board
of directors in a manner that results in your board of directors being comprised of less
than a majority of independent directors, but that foll owing the termination of the
stockholders agreement CLNS OP is not prohibited from taking such action.

Ronald M. Sanders, Esq.
Colony NorthStar Credit Real Estate, Inc.
November 17, 2017
Page 2

 Stockholders’ interest in the Company will be diluted if the Company issues additional shares,
which could reduce the overall value of stockholders’ inv estment, page 77

2. We note your response to comment 5 of our letter and your revised disclosure in this
section.  Please advise us of any material risks relating to potential dilution in the
expected pro forma book value and fair value of shares issued in t his merger in the event
that your potential IPO prices at a material discount to book value; also include any
applicable risk factors.

Summary

Company Contribution, page 25

3. We note your response to comment 9 of our letter and your revised chart on page  27,
which indicates that CLNS OP, former NorthStar I stockholders, and former NorthStar II
stockholders will own 34.99%, 33.20%, and 31.80%, respectively, of the company
immediately after the Combination and the Company Contribution.  We further note your
disclosure, on page 28 and elsewhere, indicating that CLNS and its affiliates will receive
approximately 37%, NorthStar I stockholders will receive approximately 32% and
NorthStar II stockholders will receive approximately 31% of the total consideration
issued in the Combination on a fully diluted basis.  Please revise your disclosure to
explain why each merger party’s percentage of company ownership will differ from the
percentage of merger consideration it will receive in the Combination, or advise us wh y
this disclosure is not material.

The Combination and Related Transactions

Background of the Combination, page 112

4. We note your response to comment 12 and your revised disclosure. Please elaborate
as to the reasons why the NSI board decided to pursue the merger instead of the other
strategic alternatives to the extent discussed and not provided under “Reasons for the
NorthStar I Merger and Recommendation of the NorthStar I Board of Directors.”

5. We note your response to comment 14 of our letter, and we reissue the comment.  We are
unable to concur with your conclusion that the valuation ranges prepared by the third -
party independent valuation firm do not constitute a report, opinion or appraisal
materially relating to the transaction within the meaning o f Item 4(b) of Form S -4.  Based
on the disclosure in your prospectus, including under the headings “Background of the
Combination,” “Opinion of the NorthStar I Special Committee’s Financial Advisor,”
“Opinion of the NorthStar II Special Committee’s Financi al Advisor,” and “Allocation of
Consideration,” it appears that these materials were relied upon by the special committees
and financial advisors of NorthStar I and NorthStar II in determining the initial relative
contribution values of the assets to be co ntributed in the merger and the fairness of the

Ronald M. Sanders, Esq.
Colony NorthStar Credit Real Estate, Inc.
November 17, 2017
Page 3

 merger consideration.  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 requir ed.  Please see Item 4(b) and Item 21(c) of
Form S -4.

Opinion of the NorthStar I Special Committee’s Financial Advisor

Selected Precedent Transactions Analyses, page 152

6. We note your response to comment 16 of our letter and your revised disclosure in th is
section, and we reissue the comment in part. Please revise your disclosure 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 reported quarter book v alue
multiples observed for the selected transactions. For example, if certain transactions were
excluded from the data set used, please explain why.

Dividend Discount Analyses, page 153

7. We note your response to comment 17 of our letter and your revised disclosure in this
section and on page 154 under the heading “Certain Additional Information,” including
your statements regarding the use of a selected range of discount rates of 6.5% to 8.0%%
“derived from a cost of equity calculation.”  Please revise yo ur disclosure to explain
briefly the factors and assumptions that underlay the cost of equity calculation.

Certain Additional Information, page 154

8. We note your response to comment 19 of our letter, and we reissue the comment in part.
Please revise to  explain the basis for the use of a selected range of book value multiples
of 0.90x to 1.15x.  For example, if certain companies were excluded from the data set
used, please explain why.

Opinion of the NorthStar II Special Committee’s Financial Advisor, page 156

9. We note your response to comment 21 of our letter.  We further note your references to
the Company’s projected NAV as of December 31, 2017 and the Company’s projected
book value as of December 31, 2017, each derived from the Company Forecasts, in  the
last paragraph on page 162.  Please provide us with your analysis regarding the
materiality of these projections.

Selected Public Companies Analysis, page 161

10. We note your response to comment 22 of our letter and your revised disclosure on page
162.  We further note that Moelis calculated indicative ranges of implied equity values
for NorthStar II by applying a range of selected P/MFFO multiples to NorthStar II’s

Ronald M. Sanders, Esq.
Colony NorthStar Credit Real Estate, Inc.
November 17, 2017
Page 4

 projected MFFO (as a proxy for core earnings) for 2018 as reflected in the NorthStar II
Forecasts, and that Moelis calculated indicative ranges of implied equity values for the
Company by applying a range of selected P/MFFO multiples to the Company’s projected
MFFO (as a proxy for core earnings) for 2018 as reflected in the Company Forecasts .
However, we note that the NorthStar I Standalone Projections disclosed on page 171
include projected 2018 FFO, not MFFO.  Please revise to disclose projected MFFO or
advise us why such disclosure is not material.

Annex F -1

NorthStar Real Estate Income  Trust, Inc.

Note 5. Investments  in Unconsolidated Ventures, Page F -1-133

11. We note your response to prior comment 31.   Please provide us with your Rule 3 -09
significance test calculations for each of your unconsolidated ventures.   In your response
please  explain how you arrived at both the numerator and denominator in your
calculations.

You may contact Isaac Esquivel, Staff Accountant, at (202) 551 -3395 or Kevin Woody,
Accounting Branch Chief, at (202) 551 -3629 if you have questions regarding comments on the
financial statements and  related matters.  Please contact  Sara von Althann, Attorney -Advisor,  at
(202) 551 -3207 or me at (202) 551 -3233 with any other questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities
CC: David Bonser
 Hogan Lovells US LLP