SEC Comment Letter 0000000000-24-005687 to Lineage, Inc. (LINE)
Lineage, Inc.
Date: May 16, 2024 · CIK: 0001868159 · Accession: 0000000000-24-005687
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo May 16, 2024 Greg Lehmkuhl Chief Executive Officer Lineage, Inc. 46500 Humboldt Drive Novi, MI 48377 Re:Lineage, Inc. Amendment No. 5 to Draft Registration Statement on Form S-11 Submitted on May 6, 2024 CIK No. 0001868159 Dear Greg Lehmkuhl: We have reviewed your amended draft registration statement and have the following comment. 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 April 24, 2024 letter. Amendment No. 5 to Draft Registration Statement on Form S-1 submitted May 6, 2024 Use of Proceeds, page 106 1.We note your disclosure in this section that certain of the underwriters and/or their respective affiliates are lenders under the Delayed Draw Term Loan and will receive their pro rata portion of the approximately $2.4 billion of the net proceeds from this offering used to repay amounts outstanding under such facilities. We also note disclosure that certain of the underwriters and/or their respective affiliates are lenders under the Revolving Credit Facility, and that you may use proceeds to reduce the outstanding balance thereunder. Please revise this disclosure to clarify which underwriters and/or their affiliates will receive a portion of the net proceeds. Additionally, please tell us whether
FirstName LastNameGreg Lehmkuhl Comapany NameLineage, Inc. May 16, 2024 Page 2 FirstName LastName Greg Lehmkuhl Lineage, Inc. May 16, 2024 Page 2 you are required to have a qualified independent underwriter in accordance with FINRA Rule 5121. In this regard, we note disclosure in the Underwriting section that more than 5% of the net proceeds of the offering are intended to be used to repay amounts owed to these underwriters and their affiliates. 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: Lewis Kneib, Esq.
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United States securities and exchange commission logo
May 16, 2024
Greg Lehmkuhl
Chief Executive Officer
Lineage, Inc.
46500 Humboldt Drive
Novi, MI 48377
Re:Lineage, Inc.
Amendment No. 5 to
Draft Registration Statement on Form S-11
Submitted on May 6, 2024
CIK No. 0001868159
Dear Greg Lehmkuhl:
We have reviewed your amended draft registration statement and have the following
comment.
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
April 24, 2024 letter.
Amendment No. 5 to Draft Registration Statement on Form S-1 submitted May 6, 2024
Use of Proceeds, page 106
1.We note your disclosure in this section that certain of the underwriters and/or their
respective affiliates are lenders under the Delayed Draw Term Loan and will receive their
pro rata portion of the approximately $2.4 billion of the net proceeds from this offering
used to repay amounts outstanding under such facilities. We also note disclosure
that certain of the underwriters and/or their respective affiliates are lenders under the
Revolving Credit Facility, and that you may use proceeds to reduce the outstanding
balance thereunder. Please revise this disclosure to clarify which underwriters and/or their
affiliates will receive a portion of the net proceeds. Additionally, please tell us whether
FirstName LastNameGreg Lehmkuhl
Comapany NameLineage, Inc.
May 16, 2024 Page 2
FirstName LastName
Greg Lehmkuhl
Lineage, Inc.
May 16, 2024
Page 2
you are required to have a qualified independent underwriter in accordance with FINRA
Rule 5121. In this regard, we note disclosure in the Underwriting section that more than
5% of the net proceeds of the offering are intended to be used to repay amounts owed to
these underwriters and their affiliates.
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: Lewis Kneib, Esq.