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February 16, 2024
Greg Lehmkuhl
Chief Executive Officer
Lineage, Inc.
46500 Humboldt Drive
Novi, MI 48377
Re:Lineage, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-11
Submitted on January 31, 2024
CIK No. 0001868159
Dear Greg Lehmkuhl:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
January 11, 2024 letter.
DRS/A filed on January 31, 2024
Prospectus Summary
Our Competitive Strengths, page 10
1.We note your updated disclosure regarding the value-added impact of your global
integrated solutions segment. Please address the usefulness of the added disclosure in
addressing your competitive strengths and ability to offer additional customer services to
grow this line of business. Given your discussion of centers offering consolidation and
drayage services, and allocation of EBITDA under each scenario to your integrated
solutions and "warehouses alone," it is unclear whether you are providing additional
context to consolidated EBITDA or if you are presenting EBITDA on a segment basis.

 FirstName LastNameGreg Lehmkuhl
 Comapany NameLineage, Inc.
 February 16, 2024 Page 2
 FirstName LastNameGreg Lehmkuhl
Lineage, Inc.
February 16, 2024
Page 2
Therefore, please tell us how you considered Item 10(e) of Regulation S-K in providing
such EBITDA amounts, or clarify your basis in GAAP to include such amounts.
Certain Relationships and Related Party Transactions, page 207
2.Please clarify the nature and purpose of the transactions with BG Lineage Holdings, LLC
and with Lineage OP, LLC described on pages 207-210, and pages 215-217 under
“Formation Transactions.” Consider using descriptive subheadings to distinguish and
organize your discussions of:
•the conversion of Lineage OP, LLC from a limited liability company to a limited
partnership,
•the BLGH-managed liquidity and settlement process for BGLH and for Lineage OP,
and
•the alternative procedures by which Founders Equity Shares associated with the
BGLH Class A units and Legacy Class A units will be settled.
3.In connection with prior comment 5, where you discuss the conversion of Lineage OP,
LLC from a limited liability company to a limited partnership, please explain the purpose
of reclassifying outstanding units into Legacy units and then to OP units instead
of directly to OP units in the formation transaction.

4.We note disclosures that Founders Equity Shares will be settled not later than the third
anniversary of the IPO, that legacy investors will elect to receive cash and/or securities
during the liquidity and settlement process, and that the discussion of cutbacks refers to a
“distribution.” Please clarify whether by “distribution” you are referring to the
reclassification of Legacy OP Units into OP Units by BGLH during the three years
following the closing of the offering, as described on page 210. Please also clarify the role
of the reclassifications in the BLGH-managed liquidity and settlement process for both
BLGH and Lineage OP. For example, clarify whether this process will be completed by
way of the reclassifications, or whether there are other distributions or transactions in
addition to the reclassifications that will be undertaken to complete the liquidity and
settlement process.
5.Where you discuss the settlement of the Founders Equity Share of BGLH Class A units
and Lineage Class A OP units, please specify what “securities” legacy investors may elect
to receive during the managed liquidity and settlement process, and clarify if true, that BG
Cold, as the holder of the Founders Equity Share, will receive cash and/or securities
consistent with the legacy investors’ elections.
6.Where you discuss the settlement of the Founders Equity Shares, please clarify the
sequence of events, including legacy investor elections, what triggers the settlement (for
example, whether it is a reclassification initiated by BLGH or some other distribution or
transaction), the cutback and the distribution, and clarify what distinguishes the time of
the cutback from the time of the distribution. Please also disclose what security a holder of
BGLH Class A or Legacy Class A OP units would hold as a consequence of electing to

 FirstName LastNameGreg Lehmkuhl
 Comapany NameLineage, Inc.
 February 16, 2024 Page 3
 FirstName LastName
Greg Lehmkuhl
Lineage, Inc.
February 16, 2024
Page 3
settle Founders Equity Shares on cut-back securities at the time of the cutback or at the
time of the distribution.
Consequences of this Offering and the Formation Transactions, page 217
7.Please clarify whether your reference to “formation transactions” and the ownership
information that follows includes transactions with legacy investors taking place during
the three-year liquidity and settlement period.  If not, please address how the proportionate
interests of public stockholders disclosed here may be affected by those transactions.
            Please contact Ameen Hamady at 202-551-3891 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Julian Kleindorfer, Esq.