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    Simpson
Thacher & Bartlett LLP

    900 G Street, NW

    Washington, D.C.
20001

    telephone: +1-202-636-5500

    facsimile: +1-202-636-5502

    April 4, 2025

VIA EDGAR

    Re:
    New Mountain Net Lease Trust

    Post-Effective Amendment No. 1 to Registration Statement on Form 10-12G

    Filed January 16, 2025

    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”) Post-Effective Amendment No. 2 (“Post-Effective
Amendment No. 2”) to the above-referenced Registration Statement on Form 10-12G (the “Registration Statement”).
The Company has prepared Post-Effective Amendment No. 2 to respond to the Staff’s comments in its letter dated January 27, 2025,
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 Post-Effective Amendment No. 2. Unless otherwise defined below, terms defined in
Post-Effective Amendment No. 2 and used below shall have the meanings given to them in Post-Effective Amendment No. 2. The responses and
information described below are based upon information provided to us by the Company.

Post-Effective Amendment No. 1 to Registration
Statement on Form 10-12G filed January 16, 2025

Item 4. Security Ownership and Certain Beneficial Owners and Management,
page 136

 1. We note your response to prior comment 2. Please revise your disclosure to identify the natural person
or persons who, directly or indirectly, have voting and dispositive control over the shares held by NM Fund I.

The Company has revised its disclosure on page
133 to identify the natural person with voting and or dispositive control over the shares held by NM Fund I.

        Simpson Thacher & Bartlett LLP

                                                                                                                                                                                                                                                                                                                                                                                             Securities and Exchange Commission -2- April 4, 2025

Index to Financial Statements, page F-1

 2. We note your responses to prior comments 16 and 17 from our letter dated November 13, 2024. Specifically,
you state that the company determined that the financial statements and supplemental information required by Rule 3-14 was required since
it determined that its acquisition of the Seed Portfolio was probable as of the time it filed the registration statement. You further
state that upon the acquisition by the company of the Seed Portfolio, the company expects that New Mountain Net Lease Partners Corporation
(the “Existing REIT”) will be determined to be its predecessor. We are unable to agree with the company’s view that
Rule 3-14 financial statements should be provided in lieu of complete audited historical financial statements for the probable acquisition
of an entity that will be its predecessor. Please amend your filing to provide complete audited historical financial statements of the
Existing REIT.

The Company has revised its disclosure on
page 2 to incorporate by reference the Company’s Annual Report on Form 10-K for the year ended December 30, 2024, as filed
with the SEC on March 28, 2025 (the “FY 2024 Form 10-K”). Accordingly, the Company respectfully directs the Staff to the
disclosure in its Annual Report on Form 10-K, which includes the presentation of predecessor financial statements for the years
ended December 31, 2024 and 2023. Additionally, please find enclosed as Appendix A, certain communications with the Staff relating to
the financial statement presentation in the FY 2024 Form 10-K and Post-Effective Amendment No. 2.

* * * * * * *

Please do not hesitate to call me at (202) 636-5924
with any questions or further comments regarding the Registration Statement or if you wish to discuss any of the above responses.

    Very truly yours,

    /s/ Daniel B. Honeycutt

    Daniel B. Honeycutt

    cc:
    U.S. Securities and Exchange Commission

        Catherine De Lorenzo

        Isabel Rivera

    New Mountain Net Lease Trust

        Teddy Kaplan, Chief Executive Officer and President

        Kellie Steele, Chief Financial Officer

        Arina Popova, Head of Legal

Appendix A

 I. Background/Facts

 · New Mountain Net Lease Trust (“NEWLEASE” or the “Company”) was formed on August
5, 2024. NEWLEASE’s investment strategy is to acquire, own, finance and lease a diversified portfolio of operationally critical,
single-tenant, commercial net lease real estate assets located in the United States.

 · New Mountain Net Lease Partners, L.P. (“NM Fund I”), a private fund affiliated with New Mountain,
owned a portfolio of net leased industrial assets comprising nearly 15.5 million square feet (the “Seed Portfolio”).

 · On January 2, 2025, NEWLEASE undertook a recapitalization through a series of transactions (the “Formation
Transactions”), which resulted in its acquisition of the Seed Portfolio, as summarized below:

 o On January 2, 2025, NM Fund I contributed 100% of the outstanding common stock of New Mountain Net Lease
Partners Corporation, a Maryland corporation (the “Existing REIT”), which prior to such contribution indirectly owned the
Seed Portfolio (the “REIT Contribution”), to NEWLEASE in exchange for a number of the Company’s common shares based
on the Seed Portfolio fair value, divided by $20.00.

 o Substantially concurrently with the REIT Contribution, the Existing REIT filed articles of conversion
to convert to a Delaware limited partnership (the “OP Conversion”) on January 2, 2025.

 o In connection with the OP Conversion, the Existing REIT changed its name to NEWLEASE Operating Partnership
LP (after such conversion and name change, referred to as, the “Operating Partnership”).

 o On January 2, 2025, NM Fund I then distributed in kind NEWLEASE’s common shares that it received
in connection with the REIT Contribution to its existing partners in proportion to their ownership in NM Fund I immediately prior to the
Formation Transactions, who had opportunity to elect to have their common shares repurchased by the Company.

 · NEWLEASE initially filed its Registration Statement on Form 10 (the “Registration Statement”)
on October 17, 2024, and such Registration Statement became effective on December 16, 2024.

 · At the time the Registration Statement became effective, NEWLEASE’s acquisition of the Seed Portfolio
had not occurred.

 · The Form 10 was not used in connection with the Formation Transactions or any offering.

        Simpson Thacher & Bartlett LLP

                                                                                                                                                                                                                                                                                                                                                                                             Securities and Exchange Commission -4- April 4, 2025

 II. Proposed Financial Statement Presentation for FY2024 Form 10-K and Post-Effective Amendment to Form
10

 · NEWLEASE Balance Sheet as of December 31, 2024 (Audited) and Notes thereto

 · NM Fund I Predecessor (Audited)

 o Consolidated Balance Sheet as of December 31, 2024 and 2023

 o Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 o Consolidated Statement of Changes of Equity for the years ended December 31, 2024 and 2023

 o Consolidated Statement of Cash Flows for the years ended December 31, 2024 and 2023

 o Notes to Consolidated Financial Statements

 III. Key Reasons for Presentation / Request to Omit FY 2022:

 · Although the Form 10 financial statement went effective in December 2024, the Formation Transactions did
not close until January 2025 and therefore the Issuer did not become a predecessor in 2024. If the Form 10 effective date coincided with
the closing of the Formation Transactions, the Company would not be required to provide audited financial information of the predecessor
for FY 2022.

 o The Company determined to voluntary file the Registration Statement in advance to provide all investors
with the level of transparency from an Exchange Act reporting perspective (which it would not be permitted to do without filing the Registration
Statement) that investors in similarly situated retail products receive, as well as for certain ERISA and tax considerations.

 o The Form 10 is not an offering document and no investment decision was made on the basis of the Form 10.
Therefore, including audited financial statements of the predecessor through a post-effective amendment does not provide any meaningful
information to investors, as their investment decision (on the basis of Private Offering Document) has already been made.

 · NM Fund I historically used “investment company” accounting and not historical cost basis.
Therefore, it is costly to have the financial statements re-issued / audited. Such expenses will be born by all investors of NEWLEASE
and therefore will reduce investor returns.

 · No comparative periods for FY 2022 will be required going forward in connection with NEWLEASE’s
Exchange Act reporting.