SecProbe.io

CORRESP
 1
 filename1.htm

 LINEAGE, INC.

 46500 Humboldt Drive

 Novi, Michigan 48377

 January 15, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Re: Lineage, Inc.
 Lineage OP, LP

 Lineage Europe Finco B.V.

 Subsidiary Registrants
Registration Statement on Form S-4 (File Nos. 333-292261 through 333-292261-15)

 Request for Acceleration of Effective Date

 To the addressee set forth above:

 In connection with the above-referenced registration
statement on Form S-4 (the " Registration Statement ") filed by Lineage, Inc., a Maryland corporation,
Lineage OP, LP, a Maryland limited partnership (the " Operating Partnership "), Lineage Europe Finco B.V., a Dutch
private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) (" Lineage Europe "
and, together with the Operating Partnership, the " Issuers " and, each an " Issuer "),
relating to the proposed offers by (i) the Operating Partnership to exchange up to $500,000,000 aggregate principal amount of the
Operating Partnership's 5.250% senior notes due 2030 (the " USD Exchange Notes "), and the related guarantees,
for up to $500,000,000 aggregate principal amount of the Operating Partnership's outstanding 5.250% senior notes due 2030 (the " USD
Outstanding Notes "), and the related guarantees (the " USD Exchange Offer "), and (ii) Lineage
Europe to exchange up to €700,000,000 aggregate principal amount of Lineage Europe's 4.125% senior notes due 2031 (together
with the USD Exchange Notes, the " Exchange Notes "), and the related guarantees, for up to €700,000,000
aggregate principal amount of Lineage Europe's 4.125% senior notes due 2031 (together with the USD Outstanding Notes, the " Outstanding
Notes "), and the related guarantees (the " Euro Exchange Offer " and, together with the USD Exchange
Offer, the " Exchange Offers " and, each an " Exchange Offer "), I am writing to
advise you supplementally that:

 (1)    each
of the Operating Partnership and Lineage Europe is registering the USD Exchange Offer and the Euro Exchange Offer, respectively, in reliance
on the position of the staff (the " Staff ") of the Securities and Exchange Commission (the " SEC ")
enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Staff's letter to Shearman &
Sterling dated July 2, 1993, and in Morgan Stanley & Co. Inc. (available June 5, 1991) and other, similar
no action letters (collectively, the " SEC No Action Letters ");

  

 (2)    neither
Issuer has entered into any arrangement or understanding with any person to distribute the applicable series of Exchange Notes and, to
the best of each Issuer's information and belief, each person participating in the applicable Exchange Offer is acquiring the relevant
securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution
of the applicable series of the Exchange Notes;

  

 1
  

  

 (3)    the
Issuers will disclose to each person participating in the Exchange Offers, via the prospectus forming a part of the Registration Statement
(the " Prospectus "), that:

  

 (a)            any
broker-dealer and any noteholder using the Prospectus to participate in a distribution of the Exchange Notes (i) cannot rely on the
Staff's position enunciated in the SEC No Action Letters and (ii) must comply with the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (the " Securities Act "), in connection with a secondary
resale transaction; and

  

 (b)            any
broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities,
and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the applicable Exchange Offer, may be a statutory underwriter
and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes;

  

 (4)    the
Issuers acknowledge that any secondary resale transaction, as described in clause (3)(a) above, should be covered by an effective
registration statement containing the selling noteholder information required by Regulation S-K;

  

 (5)    the
Issuers will include in the letter of transmittal to be executed in connection with the USD Exchange Offer, and deemed to be executed
in connection with the Euro Exchange Offer, by each tendering noteholder that elects to participate in the applicable Exchange Offer a
representation from such tendering holder to applicable Issuer that:

  

 (a)            the
Exchange Notes to be acquired in connection with the Exchange Offer by the holder and each beneficial owner of the Outstanding Notes are
being acquired by the holder and each beneficial owner in the ordinary course of business of the holder and each beneficial owner,

  

 (b)            the
holder and each beneficial owner are not participating, do not intend to participate, and have no arrangement or understanding with any
person to participate, in the distribution of the Exchange Notes,

  

 (c)            the
holder and each beneficial owner acknowledge and agree that any person participating in the Exchange Offer for the purpose of distributing
the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary
resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff in the SEC No Action Letters,

  

 (d)            if
the holder is a broker-dealer that acquired Outstanding Notes as a result of market making or other trading activities, it will comply
with the applicable provisions of the Securities Act and the applicable no action positions of the Commission and it will deliver a prospectus
in connection with any resale of Exchange Notes acquired in the Exchange Offer; however, by so acknowledging and by delivering a prospectus,
such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act,

  

 (e)            the
holder and each beneficial owner understand that a secondary resale transaction described above should either be exempt under the applicable
securities laws or be covered by an effective registration statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K of the SEC, and

  

 2
  

  

 (f)            neither
the holder nor any beneficial owner is an "affiliate," as defined under Rule 144 of the Securities Act, of the Operating
Partnership or Lineage Europe, as applicable;

  

 (6)    the
Issuers will commence the Exchange Offers when the Registration Statement is declared effective by the SEC; and

  

 (7)    the
Exchange Offers will be conducted by the Issuers in compliance with the Exchange Act and any applicable rules and regulations thereunder.

  

 [ Signature page follows ]

  

 3
  

  

  
 Sincerely,

  
  

  
 LINEAGE OP, LP

  
  

  
 By:
 Lineage, Inc., its general partner

  
  

  
 By:
 /s/ Robb LeMasters

  
  
 Name:
 Robb LeMasters

  
  
 Title:
 Chief Financial Officer

  
  

  
 LINEAGE EUROPE FINCO B.V.

  
  

  
 By:
 /s/ Robb LeMasters

  
  
 Name:
 Robb LeMasters

  
  
 Title:
 Authorized Signatory

  

 [ Signature Page to Exxon Capital Letter ]