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September 5, 2023
Rajib Chanda
Partner
Simpson Thacher & Bartlett LLP
900 G Street, N.W.
Washington, DC 20001
Re:Blue Owl Real Estate Net Lease Trust
Schedule TO-I filed August 29, 2023
File No. 005-94150
Dear Rajib Chanda:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I filed August 29, 2023; Offer to Purchase
General
1.Three separate classes of common shares, worth an aggregate value of $69,037,467, are
collectively sought in a single tender offer.  The elective combining of multiple classes of
shares into a single class by the Company, however, is inconsistent with the framework
and disclosure requirements of Rule 13e-4 of the Exchange Act and Regulation 14E.  The
federal securities law requirements regulating tender offers apply on a class-by-class
basis.  Consequently, it is unclear how the Company’s disclosure complies with Item 4 of
Schedule TO, and more specifically, Item 1004(a)(1)(i) of Regulation M-A, given the
failure to separately quantify the total number of shares of Class S, Class D, and Class
I common shares sought.  In addition, it is equally unclear how the Company would
calculate a percentage increase or decrease in the “class” of securities being sought under
Rule 14e-1(b), or how it would be able to comply with the Rule 13e-4(f)(3) pro ration
requirement.  Please advise and/or revise.
2.We note the multiple references to Rule 13e-4(f)(1)(ii) in the Offer to Purchase.  Please

 FirstName LastNameRajib Chanda
 Comapany NameSimpson Thacher & Bartlett LLP
 September 5, 2023 Page 2
 FirstName LastName
Rajib Chanda
Simpson Thacher & Bartlett LLP
September 5, 2023
Page 2
disclose how such rule operates so that shareholders understand its potential impact.
3.We note the following disclosure on page 3:  "Additionally, if the amount of repurchase
requests exceeds the number of Shares we seek to repurchase, we may, in our sole
discretion, accept the additional duly tendered Shares permitted to be accepted pursuant to
Rule 13e-4(f)(1)(ii) under the Exchange Act, and/or repurchase Shares on a pro rata basis
in accordance with the number of Shares tendered by each shareholder (and not timely
withdrawn)."  Similar statements appear elsewhere in the Offer to Purchase.  Please revise
such disclosure to clarify that proration is not something within the discretion of the
Company, but is rather a legal requirement under Rule 13e-4(f)(3) and must be carried out
according to the rules set out in that provision.
Certain Conditions of the Offer, page 10
4.We note the following disclosure on page 10:  "The foregoing conditions are for our sole
benefit and may be asserted by us regardless of the circumstances giving rise to any such
condition... ."  All offer conditions must be objective and outside the control of the offeror
in order to avoid illusory offer concerns under Regulation 14E.  Please revise the language
relating to the circumstances that may "trigger" an offer condition to avoid the implication
that they may be within the Company's control.  See Question 101.02 of the Division of
Corporation Finance's "Tender Offer Rules and Schedules" Compliance and Disclosure
Interpretations.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions