SecProbe.io

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 August 20, 2025

Frank V. Saracino
Chief Financial Officer
BrightSpire Capital, Inc.
590 Madison Avenue, 33rd Floor
New York, NY 10022

 Re: BrightSpire Capital, Inc.
 Form 10-K for the year ended December 31, 2024
 File No. 001-38377
Dear Frank V. Saracino:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
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 Document 590 Madison Avenue, 33rd Floor New York, NY 10022 212-287-2119 July 31, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attention: Ameen Hamady and Isaac Esquivel Re: BrightSpire Capital, Inc. Form 10-K for the year ended December 31, 2024 File No. 001-38377 Dear Mr. Hamady and Mr. Esquivel:     This letter sets forth the response of BrightSpire Capital, Inc. (the “Company”) to the comment from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) in a letter dated July 18, 2025 (the “Comment Letter”) regarding the above referenced filings. For ease of review, the Company has set forth below in bold type the numbered comment of the Staff in the Comment Letter, with the Company’s response thereto immediately following the comment. Form 10-K for year ended December 31, 2024 Non-GAAP Supplemental Financial Measures Undepreciated Book Value Per Share, page 60 1. We note your presentation of undepreciated book value and undepreciated book value per share as non-GAAP financial measures. In regard to your presentation please address the following • Revise your disclosure regarding the definition of undepreciated book value as it does not appear to address all the items that are being adjusted from the most directly comparable GAAP measure, which appears to be stockholders’ equity excluding noncontrolling interests in investment entities. Specifically, July 31, 2025 Page 2 your definition does not appear to discuss non-GAAP impairment of real estate as an adjustment; and • Expand your disclosure to indicate that the non-GAAP impairment adjustment is itself a non-GAAP financial measure, provide a reconciliation to its most directly comparable GAAP measure and expand your disclosure to discuss the usefulness of such measure. Refer to Item 10(e) of Regulation S-K . Response to Comment No. 1 :     In the Company’s future filings, the Company will enhance its disclosures regarding undepreciated book value and undepreciated book value per share (with additions underlined and deletions indicated by strikethroughs in the paragraph below) and to include a reconciliation of non-GAAP impairment of real estate as follows:      Undepreciated Book Value Per Share We believe that presenting undepreciated book value per share is a more useful and consistent measure of the value of our current portfolio and operations for our investors as it . It additionally enhances the comparability to our peers who do not hold similar real estate investments. Undepreciated book value per share excludes our share of accumulated depreciation and amortization on real estate investments (including related intangible assets and liabilities) and as of the quarter ended June 30, 2024, includes non-GAAP impairment of real estate and any related foreign currency translation. Non-GAAP impairment of real estate and foreign currency translation excludes is a non-GAAP measure that reflects our share of a property’s the carrying value (including any related foreign currency translation) on certain net leased and other real estate office properties whose non-recourse mortgages have matured mature within 12 months or who have been placed in a cash flow sweep by their lender. Our ability to refinance at their maturity dates is burdened by the current interest rate environment, lenders’ aversion to finance or refinance office properties and/or associated improvements or paydowns potentially demanded at such properties. Loan maturity defaults can and have led lead to foreclosures. Cash flow sweeps restrict our ability to utilize earnings generated by a property. Given this potential likelihood As such , we believe it is prudent to recognize impairments and exclude our share of the carrying value related to these properties. The following table calculates our GAAP book value per share and undepreciated book value per share ($ in thousands, except per share data): June 30, 2025 December 31, 2024 Stockholders’ equity excluding noncontrolling interests in investment entities XX XX Accumulated depreciation and amortization XX XX Non-GAAP impairment of real estate XX XX Foreign currency translation XX XX Undepreciated book value XX XX July 31, 2025 Page 3 June 30, 2025 December 31, 2024 GAAP book value per share XX XX Accumulated depreciation and amortization per share XX XX Non-GAAP impairment of real estate XX XX Foreign currency translation XX XX Undepreciated book value per share XX XX Total outstanding shares - Class A common stock XX XX June 30, 2025 December 31, 2024 Impairment attributable to BrightSpire Capital, Inc. XX XX Adjustments: Current year non-GAAP impairment of operating real estate XX XX Non-GAAP impairment as of prior fiscal year-end XX XX Impairment attributable to BrightSpire Capital, Inc. (XX) (XX)     Non-GAAP impairment of real estate XX XX * * * * *          The Company acknowledges that it is responsible for the accuracy and adequacy of the disclosure in its filings, notwithstanding any review, comments, action or absence of action by the Staff.         Should the Staff have any questions or comments, or would like additional information, please do not hesitate to contact me at (212) 287-2119.      Very truly yours, BrightSpire Capital, Inc. By: /s/ Frank V. Saracino Name: Frank V. Saracino Title: Chief Financial Officer July 31, 2025 Page 4 cc: David Palamé BrightSpire Capital, Inc. David W. Bonser Tifarah R. Allen Hogan Lovells US LLP Eric Rubin Rivi Harari Deloitte & Touche LLP Tom Beversluis Andrew Harvazinski Ernst & Young LLP

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 July 18, 2025

Frank V. Saracino
Chief Financial Officer
BrightSpire Capital, Inc.
590 Madison Avenue, 33rd Floor
New York, NY 10022

 Re: BrightSpire Capital, Inc.
 Form10-K for the year ended December 31, 2024
 File No. 001-38377
Dear Frank V. Saracino:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for year ended December 31, 2024
Non-GAAP Supplemental Financial Measures
Undepreciated Book Value Per Share, page 60

1. We note your presentation of undepreciated book value and undepreciated
book value
 per share as non-GAAP financial measures. In regards to your
presentation please
 address the following
 Revise your disclosure regarding the definition of undepreciated
book value as it
 does not appear to address all the items that are being adjusted
from the most
 directly comparable GAAP measure, which appears to be stockholders
 equity
 excluding noncontrolling interests in investment entities.
Specifically, your
 definition does not appear to discuss non-GAAP impairment of real
estate as an
 adjustment; and
 Expand your disclosure to indicate that the non-GAAP impairment
adjustment is
 itself a non-GAAP financial measure, provide a reconciliation to its
most directly
 comparable GAAP measure and expand your disclosure to discuss the
usefulness
 of such measure.
 Refer to Item 10(e) of Regulation S-K.
 July 18, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Ameen Hamady at 202-551-3891 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
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Document

590 Madison Avenue, 33rd Floor  New York, NY 10022

October 17, 2022

VIA EDGAR

Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Catherine De Lorenzo

Re:  BrightSpire Capital, Inc.

  Registration Statement on Form S-3 (File No. 333-267733)

  Request for Acceleration of Effective Date

Dear Ms. De Lorenzo:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, BrightSpire Capital, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on Form S-3 and declare the Registration Statement effective as of 5:00 p.m., Eastern time, on October 19, 2022, or as soon thereafter as possible. The Company also requests the Commission to confirm such effective date and time in writing.

 Very truly yours,

 BrightSpire Capital, Inc.

 /s/ David A. Palamé

 By: David A. Palamé

 Title: General Counsel & Secretary

United States securities and exchange commission logo
October 11, 2022
Michael J. Mazzei
Chief Executive Officer and Director
BrightSpire Capital, Inc.
590 Madison Avenue, 33rd Floor
New York, NY 10022
Re:BrightSpire Capital, Inc.
Registration Statement on Form S-3
Filed October 4, 2022
File No. 333-267733
Dear Michael J. Mazzei:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Catherine De Lorenzo at 202-551-4079 or Jeffrey Gabor at 202-551-
2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David Palame, Esq.

United States securities and exchange commission logo
March 30, 2022
Frank Saracino
Chief Financial Officer
BrightSpire Capital, Inc.
590 Madison Avenue, 33rd Floor
New York, NY 10022
Re:BrightSpire Capital, Inc.
Form 10-K for the fiscal year ended December 31, 2021
Filed February 22, 2022
File No. 001-38377
Dear Mr. Saracino:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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Document

590 Madison Avenue, 33rd Floor New York, NY 10022

212-287-2119

March 28, 2022

BY EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention:  Jeffrey Lewis

    RE:    BrightSpire Capital, Inc.
        Form 10-K for the fiscal year ended December 31, 2021
        Filed February 22, 2022
        File No. 001-38377

Dear Mr. Lewis:

    This letter sets forth the responses of BrightSpire Capital, Inc. (the “Company”) to the comments from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) in a letter dated March 18, 2022 (the “Comment Letter”) regarding the above referenced filings.

    For ease of review, the Company has set forth below in bold type the numbered comments of the Staff in the Comment Letter, with the Company’s responses thereto immediately following each comment.

Form 10-K for fiscal year ended December 31, 2021

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Supplemental Financial Measures, page 64

1.Please clarify and enhance your disclosure regarding Fair value adjustments, which are excluded from your calculation of Adjusted Distributable Earnings for the year ended December 31, 2021. In your response please tell us what the adjustment represents, how you calculated the amount and why it is an appropriate non-GAAP adjustment.

Response to Comment No. 1:

The fair value adjustments which have been excluded from the Company’s calculation of Adjusted Distributable Earnings represent mark-to-market adjustments to the Company’s investments in unconsolidated ventures based on the estimated price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants, as determined in accordance with GAAP. Specifically, the fair value adjustments reported in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”) are related to the Company’s investments in four unconsolidated ventures representing a noncontrolling interest in various entities which are accounted for as equity method investments. Fair value adjustments recorded on each of these investments are included in equity in earnings of unconsolidated ventures on the Company’s consolidated statements of operations.

Mr. Jeffrey Lewis

Division of Corporation Finance

March 28, 2022

Page 2

The Company believes that the fair value adjustments are an appropriate non-GAAP adjustment because removing them better depicts the Company’s operating performance in the period, and aligns with how management views its financial results when determining the dividend level to recommend to the board of directors each quarter. Dividends are one of the principal reasons investors invest in credit or commercial mortgage REITs such as BrightSpire Capital Inc.

As requested by the Staff, the Company’s future filings will include the following additional information (underlined below) pertaining to fair value adjustments that are excluded in the calculation of Adjusted Distributable Earnings:

“We define Adjusted Distributable Earnings as Distributable Earnings excluding (i) realized gains and losses on asset sales, (ii) fair value adjustments, which represent mark-to-market adjustments to investments in unconsolidated ventures based on an exit price, defined as the estimated price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants, (iii) unrealized gains or losses, (iv) realized provision for loan losses and (v) one-time gains or losses that in the judgement of management should not be included in Adjusted Distributable Earnings. We believe Adjusted Distributable Earnings is a useful indicator for investors to further evaluate and compare our operating performance to our peers and our ability to pay dividends, net of the impact of any gains or losses on assets sales or fair value adjustments, as described above.”

2.We note that you reconcile NOI attributable to common stockholders, a non-GAAP measure, from net income (loss) on your net leased and other real estate portfolios attributable to common stockholders, which also appears to represent a non-GAAP measure. Please reconcile your NOI measure to the most directly comparable financial measure calculated and presented in accordance with GAAP pursuant to Item 10(e)(1)(i)(B) of Regulation S-K.

Response to Comment No. 2:

In the Company’s future filings, the Company will reconcile NOI attributable to common stockholders from net income (loss) attributable to common stockholders, the most directly comparable GAAP measure.

3.Please tell us your consideration to present and discuss your non-GAAP financial measures on a comparative basis for each respective period.

Response to Comment No. 3:

In the Company’s future filings, the Company will present and discuss its non-GAAP financial measures on a comparative basis for each respective period.

Liquidity and Capital Resources

Master Repurchase Facilities and CMBS Credit Facilities, page 68

4.Please consider expanding your disclosure to quantify the average quarterly balance of your repurchase agreements for each period included in your financial statements. In addition,

Mr. Jeffrey Lewis

Division of Corporation Finance

March 28, 2022

Page 3

consider quantifying the period-end balance for each of those quarters, the maximum balance at any month-end and explaining the causes and business reasons for the significant variances among these amounts.

Response to Comment No. 4:

In the Company’s future filings, the Company will enhance its disclosures to include the unpaid principal balance (“UPB”) information of its Master Repurchase Facilities and CMBS Credit Facilities in tabular format as illustrated below:

Quarter Ended   Quarterly Average UPB  End of Period UPB  Maximum UPB at Any Month-End

March 31, 2022  $ —  $ —  $ —

December 31, 2021  —  —  —

September 30, 2021  —  —  —

June 30, 2021  —  —  —

March 31, 2021  —  —  —

Additionally, if there are any material variances between the periods presented the Company will discuss those variances in the filing.

*  *  *  *  *

The Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Should the Staff have any questions or comments, or would like additional information, please do not hesitate to contact me at (212) 287-2119.

 Sincerely,

 BrightSpire Capital, Inc.

 By:  /s/ Frank V. Saracino

 Name:  Frank V. Saracino

 Title:    Chief Financial Officer

cc: David Palamé

    BrightSpire Capital, Inc.

      David W. Bonser

      Tifarah R. Allen

        Hogan Lovells US LLP

    Barry Moss

    Ernst & Young LLP

United States securities and exchange commission logo
March 18, 2022
Frank Saracino
Chief Financial Officer
BrightSpire Capital, Inc.
590 Madison Avenue, 33rd Floor
New York, NY 10022
Re:BrightSpire Capital, Inc.
Form 10-K for the fiscal year ended December 31, 2021
Filed February 22, 2022
File No. 001-38377
Dear Mr. Saracino:
            We have limited our review of your filing to the financial statements and related
disclosures 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 within ten business days 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.
Form 10-K for the fiscal year ended December 31, 2021
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Supplemental Financial Measures, page 64
1.Please clarify and enhance your disclosure regarding Fair value adjustments, which are
excluded from your calculation of Adjusted Distributable Earnings for the year ended
December 31, 2021.  In your response please tell us what the adjustment represents, how
you calculated the amount and why it is an appropriate non-GAAP adjustment.
2.We note that you reconcile NOI attributable to common stockholders, a non-GAAP
measure, from net income (loss) on your net leased and other real estate portfolios
attributable to common stockholders, which also appears to represent a non-GAAP
measure. Please reconcile your NOI measure to the most directly comparable financial
measure calculated and presented in accordance with GAAP pursuant to Item

 FirstName LastNameFrank Saracino
 Comapany NameBrightSpire Capital, Inc.
 March 18, 2022 Page 2
 FirstName LastName
Frank Saracino
BrightSpire Capital, Inc.
March 18, 2022
Page 2
10(e)(1)(i)(B) of Regulation S-K.
3.Please tell us your consideration to present and discuss your non-GAAP financial
measures on a comparative basis for each respective period.
Liquidity and Capital Resources
Master Repurchase Facilities and CMBS Credit Facilities, page 68
4.Please consider expanding your disclosure to quantify the average quarterly balance of
your repurchase agreements for each period included in your financial statements. In
addition, consider quantifying the period-end balance for each of those quarters, the
maximum balance at any month-end and explaining the causes and business reasons for
the significant variances among these amounts.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Jeffrey Lewis, Staff Accountant, at (202) 551-6216 or Isaac Esquivel,
Staff Accountant, at (202) 551-3395 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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Acceleration Letter

 COLONY NORTHSTAR CREDIT REAL ESTATE, INC.

515 S. Flower Street, 44th Floor

Los Angeles, CA 90071

 December 4, 2017

VIA EDGAR AND COURIER

 Mr. Tom Kluck

Legal Branch Chief

 Office of Real Estate and Commodities

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, DC 20549

Re:
Colony NorthStar Credit Real Estate, Inc.

Registration Statement on Form S-4 (File No. 333-221685)

Request for Acceleration of Effective Date

 Dear Mr. Kluck:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Colony NorthStar Credit Real Estate, Inc.,
a Maryland corporation (the “Company”), hereby respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) accelerate the effective date and time of the above-referenced Registration Statement on
Form S-4 (the “Registration Statement”) and declare the Registration Statement effective as of 4:00 p.m., Eastern time, on December 6, 2017, or as soon thereafter as practicable. The Company is aware of its obligations under the
Securities Act.

 The Company requests that it be notified of such effectiveness by a telephone call to Stacey P. McEvoy of Hogan Lovells
US LLP at (202) 637-5876 and that such effectiveness also be confirmed in writing to the addresses listed on the cover page of the Registration Statement.

 [Signature Page
Follows]

Very truly yours,

COLONY NORTHSTAR CREDIT REAL ESTATE, INC.

    By:

/s/ Ronald M. Sanders, Esq.

Name:    Ronald M. Sanders, Esq.

Title:      Vice President and Secretary

cc:
David W. Bonser, Hogan Lovells US LLP

Stacey P. McEvoy, Hogan Lovells US LLP

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SEC Response Letter

 November 21, 2017

BY EDGAR AND COURIER

 Mr. Tom Kluck

Legal Branch Chief

 Office of Real Estate and Commodities

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, DC 20549

Re:
Colony NorthStar Credit Real Estate, Inc.

 Draft Registration Statement on Form S-4

 Submitted November 6, 2017

CIK No. 0001717547

 Dear Mr. Kluck:

 This letter is submitted on behalf of Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (the “Company”),
in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in a letter dated November 17, 2017 (the
“Comment Letter”) with respect to Amendment No. 1 to the Company’s Registration Statement on Form S-4 submitted confidentially to the Commission on November 6, 2017 (the
“DRS”). The Company has filed publicly the Registration Statement on Form S-4, with a file date of November 21, 2017 (“Registration Statement”), which includes changes in
response to the Staff’s comments.

 For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been
reproduced in italics herein with responses immediately following each comment. Unless otherwise indicated, page references in the reproductions of the Staff’s comments refer to the DRS. Page numbers in the responses refer to the Registration
Statement. Terms used herein but not otherwise defined herein have the meanings given to them in the Registration Statement.

 Risk Factors, page 57

1.
We note your response to comment 11 of our letter and your revised disclosure beginning on page 72, and we reissue the comment in part. Please add risk factor disclosure describing any material risks arising from the
share ownership of CLNS and its affiliates. For example, we note that the stockholders agreement described on page 310 prohibits CLNS OP, for two years, from taking any action to change the composition of your board of directors in a manner that
results in your board of directors being comprised of less than a majority of independent directors, but that following the termination of the stockholders agreement CLNS OP is not prohibited from taking such action.

 Company’s Response:

In response to the Staff’s comment, the Company has revised its disclosure beginning on page 59 of the Registration Statement.

Stockholders’ interest in the Company will be diluted if the Company issues additional shares, which could reduce the overall value of
stockholders’ investment, page 77

2.
We note your response to comment 5 of our letter and your revised disclosure in this section. Please advise us of any material risks relating to potential dilution in the expected pro forma book value and fair value
of shares issued in this merger in the event that your potential IPO prices at a material discount to book value; also include any applicable risk factors.

Company’s Response:

In response to the Staff’s comment, the Company has revised its disclosure on pages 57 and 78 of the Registration Statement.

Summary

 Company Contribution, page 25

3.
We note your response to comment 9 of our letter and your revised chart on page 27, which indicates that CLNS OP, former NorthStar I stockholders, and former NorthStar II stockholders will own 34.99%, 33.20%, and
31.80%, respectively, of the company immediately after the Combination and the Company Contribution. We further note your disclosure, on page 28 and elsewhere, indicating that CLNS and its affiliates will receive approximately 37%, NorthStar I
stockholders will receive approximately 32% and NorthStar II stockholders will receive approximately 31% of the total consideration issued in the Combination on a fully diluted basis. Please revise your disclosure to explain why each merger
party’s percentage of company ownership will differ from the percentage of merger consideration it will receive in the Combination, or advise us why this disclosure is not material.

 -2-

 Company’s Response:

In response to the Staff’s comment, the Company respectfully advises the Staff that the disclosure indicating that CLNS and its affiliates
will receive approximately 37% of the total consideration issued in the Combination reflects the consideration CLNS and its affiliates will receive on a fully diluted basis. As part of the Combination, two affiliates of CLNS will make separate
contributions as follows: (i) CLNS OP will contribute the CLNS OP Contributed Entities to the Company, and (ii) RED REIT, a subsidiary of CLNS OP, will contribute the RED REIT Contributed Entities to the Company OP. In consideration
for the CLNS OP Contribution, CLNS OP will receive shares of Company class A common stock in the event of an initial public offering of the Company, or, in the event of a listing (without an initial public offering) of the Company class A common
stock on a national securities exchange, shares of Company class B-3 common stock, which shares of Company common stock represent an ownership interest of 34.99% in the Company, and represent 34.16% of the
total consideration issued in the Combination on a fully diluted basis. In consideration for the RED REIT Contribution, RED REIT will receive Company OP Units, which Company OP Units represent 2.37% of the total consideration issued in the
Combination on a fully diluted basis. Therefore, collectively, CLNS and its affiliates will receive 36.53% of the total consideration issued in the Combination on a fully diluted basis. Given the affiliation between CLNS OP and RED REIT, the
Company does not consider the distinction between the portion of the consideration that will be received by CLNS OP as compared to the portion of the consideration that will be received by RED REIT to be material to potential investors.

The Combination and Related Transactions

 Background
of the Combination, page 112

4.
We note your response to comment 12 and your revised disclosure. Please elaborate as to the reasons why the NSI board decided to pursue the merger instead of the other strategic alternatives to the extent discussed
and not provided under “Reasons for the NorthStar I Merger and Recommendation of the NorthStar I Board of Directors.”

Company’s Response:

In response to the Staff’s comment, the Company has revised its disclosure on page 117 of the Registration Statement.

5.
We note your response to comment 14 of our letter, and we reissue the comment. We are unable to concur with your conclusion that the valuation ranges prepared by the
third-party independent valuation firm do not constitute a report, opinion or appraisal materially relating to the transaction within the meaning of Item 4(b) of Form
S-4. Based on the disclosure in your prospectus, including under the headings “Background of the Combination,” “Opinion of the NorthStar I Special Committee’s Financial Advisor,”
“Opinion of the NorthStar II Special Committee’s Financial Advisor,” and “Allocation of Consideration,” it appears that these materials were relied upon by the special committees and financial advisors of NorthStar I and
NorthStar II in determining the initial relative contribution values of the assets to be contributed in the merger and the fairness of the merger consideration. Please include the information required by Item 1015(b) of Regulation M-A and file such
report as an exhibit or advise us why including the disclosure or filing the report is not required. Please see Item 4(b) and Item 21(c) of Form S-4.

 -3-

 Company’s Response:

In response to the Staff’s comment, the Company has revised its disclosure on pages 116 and 175 of the Registration Statement and
furnished as exhibits to the Registration Statement Exhibits 99.3 through 99.5.

 Opinion of the NorthStar I Special Committee’s Financial Advisor

 Selected Precedent Transactions Analyses, page 152

6.
We note your response to comment 16 of our letter and your revised disclosure in this section, and we reissue the comment in part. Please revise your disclosure to explain why a narrower range of latest reported
quarter book value multiples was used in the calculation compared to the full set of low to high latest reported quarter book value multiples observed for the selected transactions. For example, if certain transactions were excluded from the data
set used, please explain why.

 Company’s Response:

In response to the Staff’s comment, the Company has revised its disclosure beginning on page 153 of the Registration Statement.

Dividend Discount Analyses, page 153

7.
We note your response to comment 17 of our letter and your revised disclosure in this section and on page 154 under the heading “Certain Additional Information,” including your statements regarding the use
of a selected range of discount rates of 6.5% to 8.0%% “derived from a cost of equity calculation.” Please revise your disclosure to explain briefly the factors and assumptions that underlay the cost of equity calculation.

 Company’s Response:

In response to the Staff’s comment, the Company has revised its disclosure on pages 154 and 155 of the Registration Statement.

Certain Additional Information, page 154

8.
We note your response to comment 19 of our letter, and we reissue the comment in part. Please revise to explain the basis for the use of a selected range of book value multiples of 0.90x to 1.15x. For example, if
certain companies were excluded from the data set used, please explain why.

 -4-

 Company’s Response:

In response to the Staff’s comment, the Company has revised its disclosure on page 155 of the Registration Statement.

Opinion of the NorthStar II Special Committee’s Financial Advisor, page 156

9.
We note your response to comment 21 of our letter. We further note your references to the Company’s projected NAV as of December 31, 2017 and the Company’s projected book value as of December 31,
2017, each derived from the Company Forecasts, in the last paragraph on page 162. Please provide us with your analysis regarding the materiality of these projections.

Company’s Response:

In response to the Staff’s comment, the Company respectfully advises the Staff that it considered the materiality of the Company’s
projected NAV as of December 31, 2017 and the Company’s projected book value as of December 31, 2017, each derived from the Company Forecasts, in connection with its determination not to include disclosure of the projections and forecasts
prepared by the Company or CLNS with respect to the Company on a pro forma basis giving effect to the Combination. The Company determined not to include such disclosure in the Registration Statement for several reasons, including (i) the projections
and forecasts were already several months outdated at the time of the Company’s submission of the Registration Statement to the SEC, and forecasted information by its nature becomes subject to greater uncertainty as more time passes, (ii)
projections and forecasts are by their nature speculative and involve known and unknown risks, uncertainties, unpredictability, assumptions and contingencies, many of which are beyond the control of CLNS and the Company, (iii) CLNS made a number of
assumptions in developing such projections and forecasts, which assumptions are subjective, inherently uncertain, subject to change, may turn out to be factually incorrect and do not reflect revised prospects for the Company’s business, changes
in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time such projections and forecasts were prepared, and (iv) as a result of the foregoing, the
Company’s future financial results may vary materially from such projections and forecasts and the Company did not want potential investors to place undue reliance thereon. Based on the foregoing, the Company does not regard the projections and
forecasts prepared by the Company or CLNS with respect to the Company on a pro forma basis giving effect to the Combination as material to potential investors. In addition, except with respect to the current references to such projections and
forecasts in the Registration Statement, we have been advised that the Company Forecasts were not a material component of the NorthStar I special committee’s or the NorthStar II special committee’s analysis and consideration of the
potential transaction.

 Selected Public Companies Analysis, page 161

10.
We note your response to comment 22 of our letter and your revised disclosure on page 162. We further note that Moelis calculated indicative ranges of implied equity values for NorthStar II by applying a range of
selected P/MFFO multiples to NorthStar II’s projected MFFO (as a proxy for core earnings) for 2018 as reflected in the NorthStar II Forecasts, and that Moelis calculated indicative ranges of implied equity values for the Company by applying a
range of selected P/MFFO multiples to the Company’s projected MFFO (as a proxy for core earnings) for 2018 as reflected in the Company Forecasts. However, we note that the NorthStar I Standalone Projections disclosed on page 171 include
projected 2018 FFO, not MFFO. Please revise to disclose projected MFFO or advise us why such disclosure is not material.

Company’s Response:

In response to the Staff’s comment, the Company respectfully advises the Staff that, based on the NorthStar II Forecasts, there is no
difference between MFFO and FFO as no adjustments from FFO to MFFO are projected in the NorthStar II Forecasts. Therefore, the Company does not consider disclosure of projected MFFO to be material to potential investors since the NorthStar II
Standalone Projections include projected 2018 FFO, which is the same as projected 2018 MFFO.

 -5-

 Annex F-1

NorthStar Real Estate Income Trust, Inc.

 Note 5.
Investments in Unconsolidated Ventures, Page F-1-133

11.
We note your response to prior comment 31. Please provide us with your Rule 3-09 significance test calculations for each of your unconsolidated ventures. In your response
please explain how you arrived at both the numerator and denominator in your calculations.

 Company’s
Response:

 In response to the Staff’s comment, the Company respectfully advises the Staff that the significance test
calculation in accordance with Rule 3-09 of Regulation S-X is included in Appendix A to this letter. For the income test calculation (Rule
1-02(w)(3) of Regulation S-X), the numerator is a subsidiary’s pro rata pre-tax income and the denominator is the
Company’s pre-tax income adjusted for net income (loss) attributable to non-controlling interests of the Company. For the investment test calculation (Rule 1-02(w)(1) of Regulation S-X), the numerator is the total investment in the subsidiary and the denominator is the total assets of the Company.

 -6-

 The Company respectfully believes that the proposed modifications to the Registration Statement,
and the supplemental information contained herein, are responsive to the Staff’s comments. If you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please do not hesitate to
contact me at 212-230-3306.

Sincerely,

By:

 /s/ Ronald M. Sanders

Ronald M. Sanders, Esq.

cc:
David W. Bonser, Hogan Lovells US LLP

 Stacey P. McEvoy, Hogan Lovells US LLP

 -7-

 APPENDIX A

NorthStar Real Estate Income Trust, Inc.

 Test of
Significant Subsidiaries (Rule 3-09 of Regulation S-X)

December 31, 2016

 (Dollars in Thousands)

PE I - I

PE I - IA

PE I - IB

PE I - II

PE I - IIA

PE I - IV

PE I - V

PE IIA - I

PE IIA - IA

PE IIA - IB

PE IIB - II

PE IIB - IIA

PE III

Other (1)

 Income Test

 Year Ended 2016

 Pre-tax income - Subsidiary pro rata

$
1,316

$
1,285

$
1,159

$
1,295

$
1,502

$
2,752

$
132

$
1,986

$
3,509

$
1,927

$
3,124

$
2,378

$
1,771

$
827

 Net Income (Loss)

$
32,207

$
32,207

$
32,207

$

Mailstop 3233
November 17, 2017

Via E -mail
Ronald M. Sanders, Esq.
Colony NorthStar Credit Real Estate, Inc.
c/o Colony NorthStar, Inc.
515 S. Flower Street, 44th Floor
Los Angeles, CA 90071

Re: Colony NorthStar Credit Real Estate, Inc.
Amendment No. 1  to
Draft Registration  Statement  on Form S-4
Submitted  November 6, 2017
  CIK No. 0001717547

Dear Mr. Sanders :

We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registrati on statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the infor mation you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Risk Factors, page 57

1. We note your response to comment 11 of our letter and your revised disclosure beginning
on page 72, and we reissue the comment in part.  Please add risk factor disclosure
describing any material risks arising from the share ownership of CLNS and its affiliates.
For example, we note that the stockholders agreement describ ed on page 310 prohibits
CLNS OP, for two years, from taking any action to change the composition of your board
of directors in a manner that results in your board of directors being comprised of less
than a majority of independent directors, but that foll owing the termination of the
stockholders agreement CLNS OP is not prohibited from taking such action.

Ronald M. Sanders, Esq.
Colony NorthStar Credit Real Estate, Inc.
November 17, 2017
Page 2

 Stockholders’ interest in the Company will be diluted if the Company issues additional shares,
which could reduce the overall value of stockholders’ inv estment, page 77

2. We note your response to comment 5 of our letter and your revised disclosure in this
section.  Please advise us of any material risks relating to potential dilution in the
expected pro forma book value and fair value of shares issued in t his merger in the event
that your potential IPO prices at a material discount to book value; also include any
applicable risk factors.

Summary

Company Contribution, page 25

3. We note your response to comment 9 of our letter and your revised chart on page  27,
which indicates that CLNS OP, former NorthStar I stockholders, and former NorthStar II
stockholders will own 34.99%, 33.20%, and 31.80%, respectively, of the company
immediately after the Combination and the Company Contribution.  We further note your
disclosure, on page 28 and elsewhere, indicating that CLNS and its affiliates will receive
approximately 37%, NorthStar I stockholders will receive approximately 32% and
NorthStar II stockholders will receive approximately 31% of the total consideration
issued in the Combination on a fully diluted basis.  Please revise your disclosure to
explain why each merger party’s percentage of company ownership will differ from the
percentage of merger consideration it will receive in the Combination, or advise us wh y
this disclosure is not material.

The Combination and Related Transactions

Background of the Combination, page 112

4. We note your response to comment 12 and your revised disclosure. Please elaborate
as to the reasons why the NSI board decided to pursue the merger instead of the other
strategic alternatives to the extent discussed and not provided under “Reasons for the
NorthStar I Merger and Recommendation of the NorthStar I Board of Directors.”

5. We note your response to comment 14 of our letter, and we reissue the comment.  We are
unable to concur with your conclusion that the valuation ranges prepared by the third -
party independent valuation firm do not constitute a report, opinion or appraisal
materially relating to the transaction within the meaning o f Item 4(b) of Form S -4.  Based
on the disclosure in your prospectus, including under the headings “Background of the
Combination,” “Opinion of the NorthStar I Special Committee’s Financial Advisor,”
“Opinion of the NorthStar II Special Committee’s Financi al Advisor,” and “Allocation of
Consideration,” it appears that these materials were relied upon by the special committees
and financial advisors of NorthStar I and NorthStar II in determining the initial relative
contribution values of the assets to be co ntributed in the merger and the fairness of the

Ronald M. Sanders, Esq.
Colony NorthStar Credit Real Estate, Inc.
November 17, 2017
Page 3

 merger consideration.  Please include the information required by Item 1015(b) of
Regulation M -A and file such report as an exhibit or advise us why including the
disclosure or filing the report is not requir ed.  Please see Item 4(b) and Item 21(c) of
Form S -4.

Opinion of the NorthStar I Special Committee’s Financial Advisor

Selected Precedent Transactions Analyses, page 152

6. We note your response to comment 16 of our letter and your revised disclosure in th is
section, and we reissue the comment in part. Please revise your disclosure to explain why
a narrower range of latest reported quarter book value multiples was used in the
calculation compared to the full set of low to high latest reported quarter book v alue
multiples observed for the selected transactions. For example, if certain transactions were
excluded from the data set used, please explain why.

Dividend Discount Analyses, page 153

7. We note your response to comment 17 of our letter and your revised disclosure in this
section and on page 154 under the heading “Certain Additional Information,” including
your statements regarding the use of a selected range of discount rates of 6.5% to 8.0%%
“derived from a cost of equity calculation.”  Please revise yo ur disclosure to explain
briefly the factors and assumptions that underlay the cost of equity calculation.

Certain Additional Information, page 154

8. We note your response to comment 19 of our letter, and we reissue the comment in part.
Please revise to  explain the basis for the use of a selected range of book value multiples
of 0.90x to 1.15x.  For example, if certain companies were excluded from the data set
used, please explain why.

Opinion of the NorthStar II Special Committee’s Financial Advisor, page 156

9. We note your response to comment 21 of our letter.  We further note your references to
the Company’s projected NAV as of December 31, 2017 and the Company’s projected
book value as of December 31, 2017, each derived from the Company Forecasts, in  the
last paragraph on page 162.  Please provide us with your analysis regarding the
materiality of these projections.

Selected Public Companies Analysis, page 161

10. We note your response to comment 22 of our letter and your revised disclosure on page
162.  We further note that Moelis calculated indicative ranges of implied equity values
for NorthStar II by applying a range of selected P/MFFO multiples to NorthStar II’s

Ronald M. Sanders, Esq.
Colony NorthStar Credit Real Estate, Inc.
November 17, 2017
Page 4

 projected MFFO (as a proxy for core earnings) for 2018 as reflected in the NorthStar II
Forecasts, and that Moelis calculated indicative ranges of implied equity values for the
Company by applying a range of selected P/MFFO multiples to the Company’s projected
MFFO (as a proxy for core earnings) for 2018 as reflected in the Company Forecasts .
However, we note that the NorthStar I Standalone Projections disclosed on page 171
include projected 2018 FFO, not MFFO.  Please revise to disclose projected MFFO or
advise us why such disclosure is not material.

Annex F -1

NorthStar Real Estate Income  Trust, Inc.

Note 5. Investments  in Unconsolidated Ventures, Page F -1-133

11. We note your response to prior comment 31.   Please provide us with your Rule 3 -09
significance test calculations for each of your unconsolidated ventures.   In your response
please  explain how you arrived at both the numerator and denominator in your
calculations.

You may contact Isaac Esquivel, Staff Accountant, at (202) 551 -3395 or Kevin Woody,
Accounting Branch Chief, at (202) 551 -3629 if you have questions regarding comments on the
financial statements and  related matters.  Please contact  Sara von Althann, Attorney -Advisor,  at
(202) 551 -3207 or me at (202) 551 -3233 with any other questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities
CC: David Bonser
 Hogan Lovells US LLP

Mailstop 3233
October 26, 2017

Via E -mail
Ronald M. Sanders, Esq.
Colony NorthStar Credit Real Estate, Inc.
515 S. Flower Street, 44th Floor
Los Angeles, CA 90071

Re: Colony NorthStar Credit Real Estate, Inc.
Draft Registration Statement on Form S -4
Submitted September 29, 2017
  CIK No. 0001717547

Dear Mr. Sanders :

We have reviewed your draft registration statement  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 this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registra tion statement on
EDGAR.  If you do not believe our comments apply 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 these  comme nts and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, tha t you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

2. Please provide us with copies of any graphics, maps, photograph s, and related captions or
other artwork including logos that you intend to use in the prospectus. Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

Ronald M. Sanders
Colony NorthStar Credit Real Estate, Inc.
October 26, 2017
Page 2

 3. Please provide us supplementally with copies of any board books or similar materials
prepared by the financial advisors and shared with the boards of directors and their
representatives.

4. You state that cash will be issued in lieu of fractional shares.  Please provide your
analysis regarding the applicability of Rule 13e -3 to the transaction given that the
exception in Rule 13e -3(g)(2) requires that security holders are offered or receive only an
equity security.  In your response, please address with respec t to NorthStar I and
NorthStar II, respectively: (i) the number of security holders who, giving effect to the
exchange ratio, would be subject to cash disposition of fractional interests; (ii) the
estimated aggregate amount of cash payable to dispose of fr actional interests; and (iii) the
number of security holders, if any, who would be effectively cashed out after giving
effect to the cash disposition of fractional interests.

5. We note your disclosure on page 276 that the company may pursue an initial publ ic
offering within six months of stockholders’ approval of the business combination or
pursue a listing on a national securities exchange. In the summary and risk factors
sections, please discuss in greater detail the IPO and listing including, as applicab le, any
price sensitivity that an IPO or listing could have on current shareholders if such IPO
price or trading price was at a material discount to book value.

6. We note your proposals  asking for NorthStar I  stockholders to vote on the merger and the
charter amendment regarding the distribution of beneficial interests in a liquidating trust.
Please provide your analysis as to how the distribution of the interests in the liquidating
trust will be in compliance  with Section 5 of the Securities Act.

7. Please discuss in greater detail the reasons for CLNS entering into the agreement to
contribute the CLNS investment entities including the reasons for selecting the particular
assets to be contributed. See Item 4 of Form S -4.

8. Please provide audited finan cial statements of the registrant, Colony NorthStar Credit
Real Estate, Inc. Refer to Rule 3 -01 of Regulation S -X.

Summary

Company Contribution, page 25

9. We note the illustration on page 27 regarding the structure of the Company immediately
after the Combination. Please revise the illustration to include the percentage of
ownership that RED REIT and the Company will each hold in the Company OP and that
each stockholder group will hold in the Company. Also disclose the ownership of RED
REIT.

Ronald M. Sanders
Colony NorthStar Credit Real Estate, Inc.
October 26, 2017
Page 3

 Post-Closing Ownership, page 28

10. Please revise your disclosure, here and elsewhere as appropriate, to describe, if
applicable, the effect of the initial public offering on the parties’ respective ownership
interests in the Company, or advise us why such disclosur e would not be material to
shareholders.

Risk Factors, page 56

11. We note that you will be externally advised by CLNC Manager, LLC, which is a wholly
owned subsidiary of CLNS OP, and all of your officers are employees of CLNC
Manager, LLC or its affiliates.  We further note you expect CLNS and its affiliates to
receive approximately 37% of the total consideration issued in the combination.  Please
add risk factor disclosure describing any material risks arising from potential conflicts of
interest  resulting from this relationship.

The Combination and Related Transactions, page 106

12. We note your disclosure on page 124 that NorthStar I expected to consider alternatives
for providing liquidity to NorthStar I common stockholders five years from the
completion of its primary offering. Please discuss, as applicable, if alternative liquidity
events were considered other than business combinations.

13. We note your disclosure on page 116 that including the excluded asset in the Company
could negatively affec t Company’s initial public offering, “given a variety of factors
including overall size and underlying property type.” Please discuss in greater detail, in
this section or elsewhere such as the Liquidation Trust section, the factors involving the
excluded asset that would negatively affect the Company’s IPO.

Opinion of NorthStar I Special Committee’s Financial Advisor, page 136

14. We note that Credit Suisse reviewed materials prepared by a third party as to the net asset
values of NorthStar I, NorthStar II and the Contributed Entities in preparing its fairness
opinion. Please include the information required by Item 1015(b) of Regulation M -A and
file such report as an exhibit or advise us why including the disclosure or filing the report
is not required.  Pl ease see Item 4(b) and Item 21(c) of Form S -4.

15. Please discuss the impact of the excluded asset by NorthStar I  from the transaction in the
analysis provided by Credit Suisse in its fairness opinion or advise us why such
disclosure is not necessary.

Ronald M. Sanders
Colony NorthStar Credit Real Estate, Inc.
October 26, 2017
Page 4

 Selected Precedent Transactions Analysis, page 143

16. We note your disclosure that the “overall low to high latest reported quarter book value
multiples observed for the selected transactions, to the extent meaningful, were 0.79x to
1.10x.”  Please revise to cl arify what you mean by “to the extent meaningful.”
Additionally, we note that Credit Suisse applied “a selected range of latest reported
quarter book value multiples of 0.85x to 1.00x derived from selected transactions” to
calculate an approximate implied  aggregate equity value reference range for both
NorthStar I and NorthStar II.  Please revise to explain why a narrower range of latest
reported quarter book value multiples was used in the calculation compared to the full set
of low to high latest reporte d quarter book value multiples observed for the selected
transactions.

Dividend Discount Analyse s, page 144

17. Please revise to explain the basis for the assumptions underlying the implied exchange
ratio reference range, including the use of a selected rang e of book value multiples of
0.9x to 1.0x to calculate NorthStar I’s and the Company’s respective estimated book
value as of December 31, 2023 and the use of a selected range of discount rates of 6.5%
to 8.0% to calculate the present values of the distribu table cash flows and terminal values.

18. We note your disclosure stating “This analysis indicated approximate implied aggregate
equity value reference ranges for NorthStar  I and the Company (before giving effect, in
the case of the Company, to a 7.2% aggregate equity ownership percentage assumed to be
issued in connection with an initial public offering of the Company) of $1,055 million to
$1,208 million and $3,209 million to $3,647 million, respectively.”  Please revise to
explain what you mean by “before giving effect, in the case of the Company, to a 7.2%
aggregate equity ownership percentage assumed to be issued in connection with an initial
public offering of the Compan y.”

Certain Additional Information, page 144

19. Please revise to explain the basis for the assumptions underlying the “Has/Gets” dividend
discount analysis, including the use of a selected range of book value multiples of 0.90x
to 1.15x and the use of a sel ected discount rate range of 6.5% to 8.0%.

Certain Unaudited Prospective Financial Information of NorthStar I, page 145

20. We note your disclosure that you do not intend to update the Standalone Projections.
Please revise your disclosure to clarify that you will update the projections to the extent
required by law.  Please make similar revisions to your disclosure relating to standalone
projections of NorthStar II and the Contributed Entities.

Ronald M. Sanders
Colony NorthStar Credit Real Estate, Inc.
October 26, 2017
Page 5

 Opinion of the NorthStar II Special Committee’s Financial Ad visor, page 147

21. We note that Moelis reviewed certain internal information relating to the Company on a
pro-forma basis giving effect to the Combination, and certain internal information
relating to the expected cost savings expected to result from the Com bination, each
furnished to Moelis by CLNS, in preparing its fairness opinion.  Please tell us what
consideration you have given to disclosing the projections and forecasts prepared by the
Company or CLNS with respect to the Company on a pro forma basis gi ving effect to the
Combination.

Selected Public Companies Analysis, page 152

22. Please revise to explain more clearly the basis for the P/NAV, P/BV, and P/MFFO
multiples used in this section and in the analysis under the heading “Selected
Transactions Anal ysis” starting on page 154.

Description of the Company ― Financing Strategy, page 193

23. We note that your pro forma balance sheet as of June 30, 2017 reflects debt of
approximately $5 billion.  Please revise your disclosure to discuss in more detail the de bt
you will hold following the combination, or advise us why such disclosure is not material
to shareholders.

Investment Company Act Matters, page 198

24. Please describe in more detail how your  intended combined business will be exempt from
the Investment Company Act of 1940.

Executive Compensation ― The Company, page 204

25. We note that you intend to reimburse your Manager or its affiliates for certain personnel
costs, including the allocable share of the compensation the Manager pays to the
Company’s Chief Financial Officer. In future filings that require Item 402 or Item 404 of
Regulation S -K disclosure, please disclose the amount of fees paid to the Manager, break
out the amounts paid pursua nt to the base management fee, incentive fee, and the
reimbursement provision, and within reimbursements specify any amounts reimbursed
for salaries or benefits of a named executive officer.

Description of the Company Capital Stock ― Transfer Restricti ons, page 302

26. We note that your charter restricts any person from acquiring or holding shares of your
common stock in excess of 9.8% in value or number of the aggregate outstanding.  We
further note that you expect to grant CLNS OP an ownership limit waiv er permitting
CLNS OP to, directly or indirectly, own 39% of your common stock.  As a result, it

Ronald M. Sanders
Colony NorthStar Credit Real Estate, Inc.
October 26, 2017
Page 6

 appears that it is possible for five or fewer individuals to own more than 50% of your
outstanding common stock.  Please advise us how you plan to ensure compl iance with the
REIT qualification standards described in the second sentence of the first paragraph
under the heading “Transfer Restrictions.”

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 2. Basis of Presentation, page F -8

27. We note from your disclosure that Colony NorthStar Credit Real Estate, Inc. is
determined to be the accounting acquirer based on guidance in ASC 805, Business
Combinations.   Please explain to us in greater detail how you identified the company as
the accoun ting acquirer, specifically addressing how you considered each of the criteria
outlined within ASC 805 -10-55-10 to 15.

Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page F -12

Fair value adjustments

28. We note your disclosures regarding the estimated fair values of NorthStar I and NorthStar
II.  Please provide additional information regarding the estimation process including
assumptions used.   Specifically, please disclose the following:

a. Please disclosu re the type and amount of assets valued based upon a discounted
cash flow analysis and the significant assumptions used in this analysis (e.g.
discount rates);

b. Please disclosure the type and amount of assets valued based upon direct
capitalization analys is and the significant assumptions used in this analysis (e.g.
capitalization rates);

c. Please disclose the average current yield, estimated yield used for newly
originated loans, or the market yield used to value loans receivable;

d. Please disclose addition al information regarding how management estimated the
value of their investments in unconsolidated ventures, including significant
assumptions;

e. Please disclose the type and magnitude of the securities valued based upon broker
quotes, third -party pricing s ervices and discounted cash flows, separately.   For
securities valued by third party pricing services or discounted cash flow, please
disclose the significant assumptions used (e.g. discount rates);

Ronald M. Sanders
Colony NorthStar Credit Real Estate, Inc.
October 26, 2017
Page 7

 f. Please disclose the average interest rate currently avai lable for similar instruments
used to discount the expected future cash outlays; and

g. Please provide additional information on how the fair value of the non -controlling
interests in investment entities is estimated by management.

29. We note from you disclosu re in adjustment (b) that a pro forma adjustment is being made
to reflect the consolidation of assets and liabilities of two NorthStar securitization trusts.
Please revise your disclosure to clarify the accounting basis used to reflect the asset and
liabil ity amounts of the securitizations. Additionally, please revise your disclosure to
describe the structure of each securitization.

Note 5. Adjustments to Unaudited Pro Forma Pre -IPO Condensed Combined Statements of
Operations, page F -15

30. Please provide a dditional information regarding your fair value adjustments, including
significant assumptions used.   Specifically, please disclose the calculation of the new
amortization of premium or discount related to the debt assumed and the exact fair value
adjustme nts attributable to non -controlling interest in investment entities and how these
adjustments were calculated.

Annex F -1

NorthStar Real Estate Income Trust, Inc.

Note 5. Investments in Unconsolidated Ventures, Page F -1-33

31. Please tell us whether any of your unconsolidated ventures are significant in accordance
with Rule 3 -09 of Regulation S -X and the basis for your conclusions.   To the extent any
of your unconsolidated ventures are significant, please explain why