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CORRESP
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filename1.htm

Simpson
Thacher & Bartlett llp

900
G Street, NW

Washington, D.C. 20001

telephone:
+1-202-636-5500

facsimile: +1-202-636-5502

November 27,
2024

VIA EDGAR

    Re:

    New Mountain Net Lease Trust

    Registration Statement on Form 10-12G

    Filed October 16, 2024

    File No. 000-56701

Ms. Kellie Kim and Ms. Jennifer Monick

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Dear Ladies and Gentlemen:

On behalf of New Mountain Net Lease Trust (the
 “Company”), we hereby transmit via EDGAR to the staff (the “Staff”) of the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “Commission”) Pre-Effective Amendment No. 1 (“Amendment
No. 1”) to the above-referenced Registration Statement on Form 10-12G (the “Registration Statement”).
The Company has prepared Amendment No. 1 to respond to the Staff’s comments in its letter dated November 13, 2024, relating
to the Registration Statement (the “Comment Letter”) and to otherwise update its disclosure.

In addition, we are providing the following responses
to the Comment Letter. To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references
in the text of this letter correspond to the pages of Amendment No. 1. Unless otherwise defined below, terms defined in Amendment
No. 1 and used below shall have the meanings given to them in Amendment No. 1. The responses and information described below
are based upon information provided to us by the Company.

Registration Statement on Form 10-12G

Item 1. Business, page 5

 1. We note that you may also selectively invest in real estate-related assets, including debt investments.
Please disclose whether there are any limits in the amount of your assets that may be invested in such debt.

The Company does not anticipate that real estate-related
assets, including debt investments, will comprise a significant portion of its portfolio, as its investment strategy is primarily to acquire,
own, finance and lease a portfolio of commercial net lease real estate assets. However, in response to the Staff’s comment, the
Company has revised its disclosure on page 7 of Amendment No. 1 to indicate that there are no limits on the amount of its assets
that may be invested in any particular target asset, including real estate-related assets. At all times, the Company intends to make investments
in such a manner consistent with maintaining its qualification as a REIT under the Code and maintaining its exclusion from registration
under the Investment Company Act.

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission -2- November 27, 2024

Investment Strategy, page 7

 2. We note your disclosure that your acquisition approach focuses on underwriting. Please clarify how
you intend to assess and monitor tenant credit quality.

The Company has revised the disclosure on page 7
of Amendment No. 1 to clarify how it intends to assess and monitor tenant credit quality.

Seed Portfolio, page 8

 3. We refer you to your table on page 9. We note your columns for assumable debt, interest rate,
and loan term remaining as well as your footnote to the table. Please further clarify for us and in your filing what these columns represent.

In connection with the Formation Transactions,
the Company expects to acquire the Seed Portfolio, as further discussed in Amendment No. 1. Certain of the properties that comprise
the Seed Portfolio currently have in place mortgage financings, which are secured by the applicable property. In connection with the Company’s
acquisition of the Seed Portfolio, certain of such mortgage financings are expected to be assumed by the Company, as detailed in the table
on page 9 of Amendment No. 1.

The Company has revised the disclosure on page 9
of Amendment No. 1 to clarify what each of the above columns represent.

 4. Please disclose the occupancy rate and average effective rent of your Seed Portfolio.

The Company has revised the disclosure on page 8
of Amendment No. 1 to disclose the above mentioned information.

Borrowing Policies, page 13

 5. We note your disclosure that you intend to target a leverage ratio of approximately 55% to 75% of your
gross real estate assets. Please clarify whether you intend to assume debt in connection with the acquisition of the Seed Portfolio.

In
connection with the Formation Transactions, the Company expects to acquire the Seed Portfolio, as further discussed in Amendment No. 1.
Certain of the properties that comprise the Seed Portfolio currently have in place mortgage financings, which are secured by the applicable
property. In connection with the Company’s acquisition of the Seed Portfolio, certain of such mortgage financings are expected to
be assumed by the Company, as detailed in the table on page 9 of Amendment No. 1. The Company has revised the disclosure
on page 13 of Amendment No. 1 to clarify that it intends to assume certain mortgage financings in connection with the acquisition
of the Seed Portfolio.

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission -3- November 27, 2024

Operating and Regulatory Structure

Operating Structure and REIT Considerations,
page 15

 6. Please revise the chart on page 16 to describe each entity, their relationship, and the ownership
percentages following the completion of the Formation Transactions. For example, you disclose on page 6 that New Mountain Net Lease
Partners, L.P. will fund the Seed Portfolio, but they do not appear to be in the chart. On a related note, please include a description
in the registration statement of the entity in the chart, NMNC Initial L.P. LLC.

The Company has revised its disclosure on page 17
of Amendment No. 1 to include an organizational chart that reflects the ownership prior to the completion of the Formation Transactions.
In addition, the Company has revised its disclosure on page 18 to revise the organizational chart to include ownership percentages
following the completion of the Formation Transactions, based on certain assumptions as described therein.

The Company respectfully notes that it is not
able to provide final ownership percentages following the completion of the Formation Transactions, given that (1) it has not yet
determined the amount of offering proceeds for its initial closing of its private offering and (2) existing partners of NM Fund I
have not yet made their final elections of whether to have their common shares repurchased by the Company or remain shareholders in the
Company following the initial closing, each of which are required to determine final ownership percentages; however, the assumptions included
in Amendment No. 1 are based on the Company’s good faith estimates of such amounts as of the date of Amendment No. 1.
Further, following the initial closing, the Company intends to undertake a continuous, private offering of its common shares and repurchase
shares pursuant to the terms of it Repurchase Plan (as defined below), each of which will modify ownership percentages over time.

The Company has also revised its disclosure on
page 1 to include a description of NMNC Initial L.P. LLC.

Term and Termination Rights, page 19

 7. We note your disclosure that in the event the Advisory Agreement is terminated, the Adviser is entitled
to receive its pro rated management fee. Please expand your disclosure here to state that the Adviser will also receive all unpaid fees
and reimbursement of expenses prior to the termination date and that the Special Partner will be allocated any accrued performance participation
with respect to the Operating Agreement.

The Company has revised the disclosure on page 21
of Amendment No. 1 to include the requested language. Additionally, the Company respectfully directs the Staff to page 24 of
Amendment No. 1, which states that “[i]n the event the Advisory Agreement is terminated, the Special Limited Partner will be
allocated any accrued performance participation with respect to all Operating Partnership units as of the date of such termination.”

Expense Reimbursement, page 22

 8. Please disclose all organization and offering expenses advanced by the Adviser on behalf of the company
as of the most recent practicable date. In this regard, we note disclosure in your financial statements that as of September 30,
2024, the Adviser has incurred organization and offering expenses of $2.5 million.

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission -4- November 27, 2024

The
Company has revised the disclosure on page 26 of Amendment No. 1 to disclose all organization and offering expenses advanced
by the Adviser on behalf of the Company as of September 30, 2024.

Share Repurchase Plan, page 31

 9. Please be advised that you are responsible for analyzing the applicability of the tender offer rules,
including Rule 13e-4 and Regulation 14E, to your share repurchase plan. We urge you to consider all the elements of your share repurchase
plan in determining whether the plan is consistent with relief granted by the Division of Corporation Finance in prior no action letters.
To the extent you are relying on Blackstone Real Estate Income Trust, Inc. (Letter dated September 12, 2016), Rich Uncles NNNREIT, Inc.
(Letter dated December 21, 2016), Hines Global REIT II, Inc. (Letter dated April 26, 2017), or Black Creek Diversified
Property Fund Inc. (Letter dated September 1, 2017), please provide us with an analysis as to how your plan is consistent with such
relief. To the extent you have questions as to whether the plan is entirely consistent with the relief previously granted by the Division
of Corporation Finance, you may contact the Division’s Office of Mergers and Acquisitions at 202-551-3440.

The Company acknowledges that it is responsible
for analyzing the applicability of the tender offer rules, including Rule 13e-4 and Regulation 14E, to the Company’s share
repurchase plan (the “Repurchase Plan”). The Company believes the Repurchase Plan is consistent with the relief granted
by the Division of Corporation Finance. By way of illustration, below is a table setting forth the key features underlying the relief
granted in Blackstone Real Estate Income Trust, Inc. (SEC No-Action Letter dated September 12, 2016) (“BREIT”)
and Griffin Capital Essential Asset REIT II, Inc. (SEC No-Action Letter dated September 20, 2017) (“Griffin”).
As shown below, the Company’s Repurchase Plan contains substantially each of these key features.

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission -5- November 27, 2024

    Key Features of the Repurchase Plan

    BREIT

    Griffin

    The Company

    ·
    All
material information relating to the Repurchase Plan will be fully and timely disclosed to all shareholders. The terms of the Repurchase
Plan will be fully disclosed in the Confidential Private Placement Memorandum (the “Memorandum”) and the most recently determined
NAV per share for each class of the Company’s common shares will always be available on the Company’s website and toll-free
information line.1

    √

    √

    √

    ·
    The
Company will not solicit repurchases under the Repurchase Plan other than through the Memorandum and supplements thereto disclosing the
transaction price and NAV per share of each class of the Company’s common shares. Shareholders desiring to request repurchase of
all or a portion of their shares will do so of their own volition and not at the behest, invitation or encouragement of the Company.
The role of the Company in effectuating repurchases under the Repurchase Plan will be ministerial.

    √

    √

    √

    ·
    Shares
will be repurchased quarterly under the Repurchase Plan at a price which will generally be equal to the NAV per share for the applicable
class of shares for the prior month, and also provide each month the transaction price and the NAV per share for each class of shares
on the Company’s website and toll-free information line. Subject to the terms of the Repurchase Plan, the Company will repurchase
shares at the transaction price per share for the applicable class of the Company’s common shares.2

    √

    √

    √

    ·
    	Repurchases
will be made on a quarterly basis. The repurchase price normally will be paid in cash within three business days following the last calendar
day of the applicable quarter and will be the same for all shares of the same class repurchased in a given quarter.3

    √

    √

    √

    ·
    Repurchases
under the Repurchase Plan will be limited in any calendar quarter to shares whose aggregate value (based on the repurchase price per
share for the quarter the repurchase is effected) is 5% of the combined NAV of all classes of the Company’s common shares as of
the last calendar day of the immediately preceding month of the applicable quarter.4

    √

    √

    √

 1
We note that each of Griffin and BREIT conducted continuous public offerings of common stock that were registered under the Securities
Act, and, accordingly, disclosed the terms of its respective programs in a prospectus or supplement thereto, while the Company is conducting
a continuous private offering of its common shares exempt from registration under the Securities Act. Therefore, the Company will provide
substantially the same disclosure in its Memorandum. We do not believe the registered or private nature of the offering is determinative,
as the condition relates to the disclosure of the program terms to investors in the disclosure document provided to such investor at
the time the investor makes an investment decision. See also, e.g., Broadstone Net Lease Inc. (relying on existing no-action letter
relief in connection with its repurchase program, while conducting a continuous private offering of its common stock).

2
While BREIT’s program provided for the repurchase of shares on a monthly basis, the Repurchase Plan is consistent with Griffin
in this respect, which provided for quarterly repurchases. We also note that, while each of BREIT and Griffin undertook to file prospectus
supplements with the SEC with such frequency as is required by the Securities Act, disclosing the historical NAV per share of each class
of shares, the Company intends to file a Form 8-K under the Exchange Act, or otherwise disclose to all shareholders each quarter the
applicable repurchase price. For each calendar quarter, the Company intends to set the Repurchase Deadline as a date that is no less
than 10 business days following the date on which the repurchase price for such quarter is disclosed to investors, both of which, the
applicable repurchase price and the Repurchase Deadline for such quarter, is expected to be included in a Form 8-K filed by the Company
or otherwise disclosed to all shareholders. Consistent with the BREIT program, in the unlikely case that the repurchase price for the
applicable quarter is not made available by the tenth business day prior to the last business day of such quarter (or is changed after
such date), then no repurchase requests will be accepted for such quarter and shareholders who wish to have their shares repurchased
the following quarter must resubmit their repurchase requests.

3
See supra note 2.

4
As a result of monthly repurchases, the BREIT program provided for a 2% limitation in any given calendar month and a 5% limitation for
any calendar quarter, while the Griffin relief provided for a limitation of 5% of the aggregate NAV of the outstanding shares of all classes
of shares as of the last calendar day of the previous calendar quarter. The Company believes basing the 5% quarterly limitation on the
average aggregate NAV as of the end of the immediately preceding three months is more appropriate, as it provides for a current record
of the Company’s NAV.

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission -6- November 27, 2024

    ·
    If
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