SecProbe.io

<DOCUMENT>
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 April 29, 2025

Patrick Wernig
Chief Financial Officer
Four Corners Property Trust, Inc.
591 Redwood Highway, Suite 3215
Mill Valley, CA 94941

 Re: Four Corners Property Trust, Inc.
 Form 10-K for the year ended December 31, 2024
 Filed on February 13, 2025
 File No. 001-37538
Dear Patrick Wernig:

 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
</TEXT>
</DOCUMENT>

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   591 Redwood Highway, Suite 3215, Mill Valley, California 94941
   April 21, 2025 VIA EDGAR   Ameen Hamady Kristina Marrone Division of Corporate Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F. Street. N.E. Washington, DC 20549   Re: Four Corners Property Trust, Inc. Form 10-K for the year ended December 31, 2024 Filed on February 13, 2025 File No. 001-37538   Dear Ameen Hamady and Kristina Marrone,   This letter responds to your comments communicated to Four Corners Property Trust, Inc. (the “ Company ”) in your letter dated April 11, 2025 provided by the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”). The material in italics below sets forth the Staff’s comment, followed by our response.   Form 10-K for the year ended December 31, 2024 Note 14 - Segments, page F-31   Exhibit 99.2   1. We note your disclosure related to the composition of the Other segment items, net within your Segment disclosure footnote related to your Real Estate Operations segment. Please expand your disclosure to also include a description of your Other segment items, net line item related to your Restaurant Operations segment. See ASC 280-10-50-26B.   Response:   Other segment items, net in our Restaurant Operations segment includes franchise fees, rent and property tax expense, and administrative expense. We will revise future segment disclosures to include this explained disclosure of Other segment items, net related to our Restaurant Operations segment.   ***

   591 Redwood Highway, Suite 3215, Mill Valley, California 94941
   In making this response, the Company acknowledges that (i) we are responsible for the adequacy and accuracy of the disclosure in the filing, (ii) the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the filing, and (iii) the Company may not assert the Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you have any questions or comments to this letter, please do not hesitate to contact me at (415) 965-8038.     Sincerely,

 s/s Patrick L. Wernig

 Patrick L. Wernig, Chief Financial Officer

 cc:
 Niccole M. Stewart, Chief Accounting Officer

 James L. Brat, Chief Operations Officer, General Counsel and Secretary

<DOCUMENT>
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<TEXT>
 April 11, 2025

Patrick Wernig
Chief Financial Officer
Four Corners Property Trust, Inc.
591 Redwood Highway Suite 3215
Mill Valley, CA 94941

 Re: Four Corners Property Trust, Inc.
 Form 10-K for the year ended December 31, 2024
 Filed on February 13, 2025
 File No. 001-37538
Dear Patrick Wernig:

 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 the year ended December 31, 2024
Note 14 - Segments, page F-31

1. We note your disclosure related to the composition of the Other segment
items, net
 within your Segment disclosure footnote related to your Real Estate
Operations
 segment. Please expand your disclosure to also include a description of
your Other
 segment items, net line item related to your Restaurant Operations
segment. See ASC
 280-10-50-26B.
 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 Kristina Marrone at
202-551-3429
if you have questions regarding comments on the financial statements and
related matters.
 April 11, 2025
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Real Estate & Construction
</TEXT>
</DOCUMENT>

Mail Stop 3233

May 11, 2018

Via E -mail
Gerald R. Morgan
Chief Financial Officer
Four Corners Property Trust, Inc.
591 Redwood Highway, Suite 1150
Mill Valley, CA 94941

Re: Four Corners Property Trust, Inc.
Form 10 -K for the fiscal year ended December 31, 2017
Filed February 27, 2018
File No. 001-37538

Dear Mr. Morgan :

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 the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Staff Accountant
Office of Real Estate and
Commodities

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591 Redwood Highway, Suite 1150, Mill Valley, California 94941

May 10, 2018

VIA EDGAR

Ms. Kristi Marrone

Staff Accountant

Office of Real Estate and Commodities

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F. Street. N.E.

Washington, DC 20549

Re:    Four Corners Property Trust, Inc.

Form 10-K for the fiscal year ended December 31, 2017 Filed February 27, 2018

Form 8-K filed April 25, 2018

File No. 001-37538

Dear Ms. Marrone,

This letter responds to your comments communicated to Four Corners Property Trust, Inc. (the “Company”) in your letter dated May 4, 2018 provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”).  The material in italics below sets forth the Staff’s comment, followed by our response.

Form 8-K filed April 25, 2018

Exhibit 99.2

1.

 We note that your calculation of EBITDA on page 16 contains adjustments for items other than interest, taxes, depreciation and amortization. Please revise future supplemental presentations to ensure that measures calculated differently from EBITDA are not characterized as EBITDA. See Question 103.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response:

In response to the Staff’s comment, we will revise future supplemental presentations to ensure that measures calculated differently from EBITDA are not characterized as EBITDA.  In keeping with NAREIT’s Financial Standards White Paper published in September 2017 (the “NAREIT White Paper”), we intend to utilize the terms “EBITDAre” or “Adjusted EBITDAre” rather than “EBITDA”, as appropriate, for measures that are calculated differently than EBITDA.

2.

 To the extent EBITDA and EBITDA (cash rent) are presented in future filings, please provide all disclosures required by Item 10(e)(1)(i) of Regulation S-K, including a discussion of the reasons why management believes these measures provide useful

591 Redwood Highway, Suite 1150, Mill Valley, California 94941

information to investors and to the extent material, additional purposes for which they are used by management.

Response:

We respectfully advise the Staff that in future filings, we will re-classify references to “EBITDA” and “EBITDA (cash rent)” as “EBITDAre” and “Adjusted EBITDAre” in keeping with the NAREIT White Paper.  In addition, in response to the Staff’s comment, to the extent we present EBITDA, EBITDAre and Adjusted EBITDAre in future filings, we will provide all disclosures required by Item 10(e)(1)(i) of Regulation S-K, including a discussion of the reasons why management believes these measures provide useful information to investors and, to the extent material, additional purposes for which they are used by management.

If you have any questions or comments to this letter, please do not hesitate to contact me at (415) 965-8032.

Sincerely,

/s/ Gerald R. Morgan

Gerald R. Morgan, Chief Financial Officer

cc:

 Niccole M. Stewart, Chief Accounting Officer

 James L. Brat, General Counsel and Secretary

Mail Stop 3233

May 4, 2018

Via E -mail
Gerald R. Morgan
Chief Financial Officer
Four Corners Property Trust, Inc.
591 Redwood Highway, Suite  1150
Mill Valley, CA  94941

Re: Four Corners  Property Trust, Inc.
 Form 10-K for the fiscal year ended December 31, 2017
Filed February 27, 2018
Form 8 -K filed April 25, 2018
File No. 001-37538

Dear Mr. Morgan :

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 busine ss days by providing the requested
informa tion or advis e 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 8 -K filed April 25 , 2018

Exhibit 99 .2

1. We note that your calculation of EBITDA on page 16 contains adjustments for items
other than interest, taxes, depreciation and amortization.  Please revise future
supplemental presentations  to en sure that measures calculated differently from EBITDA
are not characterized as EBITDA.  See Question 103.01 of the Non-GAAP Financial
Measures  Compliance and Disclosure Interpretations.

2. To the extent EBITDA and EBITDA (cash rent) are presented in future f ilings, p lease
provide all disclosures required by Item 10(e)(1)(i) of Regulation S -K, including  a
discussion of the reasons why management believes the se measures provide  useful

Gerald R. Morgan
Four Corners Property T rust, Inc.
May 4, 2018
Page 2

 information to investors and to the extent material, additional purposes for which they are
used by management.

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 Isaac Esquivel, Staff Accountant,  at (202) 551 -3395 or me at (202) 551 -
3429  with any questions.

Sincerely,

 /s/ Kristi Marrone

 Kristi Marrone
Staff Accountant
Office of Real Estate and
Commodities

Mailstop 3233
October 21, 2015

Via E -mail
Anthony G. Morrow, Esq.
Corporate Secretary
Four Corners Property Trust, Inc.
1000 Darden Center Drive
Orlando, Florida  32837

Re: Four Corners Property Trust, Inc.
Form 10
Filed August 11, 2015
File No. 001-37538

Dear Mr. Morrow :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and 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.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Sonia Gupta Barros

 Sonia Gupta Barros
Assistant Director
Office of Real Estate and
Commodities
cc: Laura A. Kaufmann Belkhayat
 Joseph Coco
Skadden, Arps, Slate, Meagher & Flom LLP

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Four Corners Property Trust, Inc.

1000 Darden Center Drive

Orlando, Florida 32837

(407) 245-4000

October 20, 2015

Via EDGAR

Sonia Gupta Barros

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-3628

Re:

Four Corners Property Trust, Inc.

Registration Statement on Form 10 (File No. 001-37538)

Dear Ms. Barros:

We hereby request acceleration of the effective date of the above-referenced Registration Statement on Form 10 of Four Corners Property Trust, Inc. (the “Company”) so that it may become effective at 3.00p.m., Eastern Time, on October 21, 2015, or as soon as possible thereafter.

Please direct any questions regarding this request to Laura Kaufmann Belkhayat of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-2439. In addition, please notify Ms. Kaufmann Belkhayat when this request for acceleration has been granted by a telephone call to Ms. Kaufmann Belkhayat at the telephone number referred to above.

In connection with this request, the Company acknowledges the following:

1.

should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

2.

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3.

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your assistance in this matter.

Sincerely,

/s/ William H. Lenehan

William H. Lenehan

President and Chief Executive Officer

cc:

Anthony G. Morrow, Esq., Corporate Secretary

Four Corners Property Trust, Inc.

Joseph A. Coco, Esq.

Laura A. Kaufmann Belkhayat, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

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Skadden, Arps, Slate, Meagher & Flom llp

Via EDGAR
Sonia Gupta Barros

Assistant Director

FOUR TIMES SQUARE

NEW YORK 10036-6522

________

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

October 20, 2015

FIRM/AFFILIATE OFFICES

-----------

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

-----------

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SHANGHAI

SINGAPORE

SYDNEY

TOKYO

TORONTO

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-3628

Re:

Four Corners Property Trust, Inc.

Form 10

Filed October 14, 2015

File No. 001-37538

Dear Ms. Barros:

On behalf of Four Corners Property Trust, Inc. (the “Company” or “Four Corners”), set forth below are responses to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter, dated October 19, 2015 (the “Comment Letter”), relating to the Company’s registration statement on Form 10 (File No. 001-37538) that was filed on October 14, 2015 (the “Registration Statement”). The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below.

Concurrently with the filing of this letter, the Company is filing, via EDGAR submission, Amendment No. 4 to the Registration Statement, including as Exhibit 99.1 a revised Information Statement (the “Information Statement”) reflecting, as appropriate, the responses to the Staff’s comments contained herein. Capitalized terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the Information Statement. We have supplementally provided marked changes pages of the Registration Statement and the Information Statement against the October 14, 2015 filing to facilitate the Staff’s review. References to page numbers and section headings in our responses below refer to page numbers and section headings in the unmarked version of the Information Statement.

Sonia Gupta Barros

U.S. Securities and Exchange Commission

October 20, 2015

Page 2

Dividend Policy, page 55

1.

We note your response to comment one of our letter. Please further revise your table to (1) begin with pro forma net income for the year ended December 31, 2014, (2) adjust pro forma net income to calculate pro forma net income for the 12 months ended June 30, 2015, (3) adjust for operating cash flow changes expected in next 12 months, non-cash items, and certain income taxes, and (4) label the line item “estimated cash available for distribution for the 12 months ended June 30, 2016.”

Response: In response to the Staff’s comment, we have revised our disclosure to include the requested information on pages 55 to 57 of the Information Statement.

2.

If you wish to maintain your presentation of pro forma AFFO in this section, please do so in a manner that does not give it the same prominence as estimated cash available for distribution.

Response: In response to the Staff’s comment, we have revised our disclosure to include the requested information on pages 55 to 57 of the Information Statement.

Should any member of the Staff have any questions or comments concerning this filing or the materials submitted herewith, or desire any further information or clarification in respect of the Registration Statement, please do not hesitate to contact me at (212) 735-2439.

Sincerely,

/s/ Laura Kaufmann Belkhayat

Laura Kaufmann Belkhayat

cc:

Anthony G. Morrow, Esq., Corporate Secretary

Four Corners Property Trust, Inc.

Joseph A. Coco, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Mailstop 3233
October 19, 2015

Via E -mail
Anthony G. Morrow, Esq.
Corporate Secretary
Four Corners Property Trust, Inc.
1000 Darden Center Drive
Orlando, Florida  32837

Re: Four Corners Property Trust, Inc.
 Amendment No. 3 to Form 10
Filed October 14 , 2015
File No. 001-37538

Dear Mr. Morrow :

We have reviewed your  amended  filing an d 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 busine ss days by providing the requested
information or advis e 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 and any amendment you may file in response to these
comments, we may have additional comments.   Unless we note otherwise, our references to prior
comments a re to comments in our October 9, 2015 letter.

Dividend Policy, page 55

1. We note your response to comment one of our letter.  Please further revise your table to
(1) begin with pro forma net income for the year ended December 31, 2014, (2) adjust
pro forma  net income to calculate pro forma net income for the 12 months ended June 30,
2015, (3) adjust for operating cash flow changes expected in next 12 months, non -cash
items, and certain income taxes, and (4) label the line item “estimated cash available for
distribution for the 12 months ended June 30, 2016.”

2. If you wish to maintain your presentation of pro forma AFFO in this section, please do so
in a manner that does not give it the same prominence as estimated cash available for
distribution .

Anthony G. Morrow, Esq.
Four Corners Property Trust, Inc.
October 19, 2015
Page 2

 You may contact Jennifer Monick, Assistant Chief Accountant, at (202) 551 -3295  or
Jaime John, Accounting Branch Chief,  at (202) 551 -3446  if you have questions regarding
comments on the financial statements and related matters.  Please contact Sara von Alth ann,
Attorney -Advisor,  at (202) 551 -3207 or me at (202) 551 -3655 with any other questions.

Sincerely,

 /s/ Sonia Gupta Barros

 Sonia Gupta Barros
Assistant Director
Office of Real Estate and
Commodities
cc: Laura A. Kaufmann Belkhayat
 Joseph Coco
Skadden, Arps, Slate, Meagher & Flom LLP

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Skadden, Arps, Slate, Meagher & Flom llp

Via EDGAR

Sonia Gupta Barros

Assistant Director

FOUR TIMES SQUARE

NEW YORK 10036-6522

________

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

October 13, 2015

FIRM/AFFILIATE OFFICES

-----------

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

-----------

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SHANGHAI

SINGAPORE

SYDNEY

TOKYO

TORONTO

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-3628

Re:

Four Corners Property Trust, Inc.

Form 10

Filed September 24, 2015

File No. 001-37538

Dear Ms. Barros:

On behalf of Four Corners Property Trust, Inc. (the “Company” or “Four Corners”), set forth below are responses to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter, dated October 9, 2015 (the “Comment Letter”), relating to the Company’s registration statement on Form 10 (File No. 001-37538) that was filed on September 24, 2015 (the “Registration Statement”). The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below.

Concurrently with the filing of this letter, the Company is filing, via EDGAR submission, Amendment No. 3 to the Registration Statement, including as Exhibit 99.1 a revised Information Statement (the “Information Statement”) reflecting, as appropriate, the responses to the Staff’s comments contained herein. Capitalized terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the Information Statement. The Registration Statement and the Information Statement also include other changes that are intended to update, clarify and render more complete the information contained therein. We have supplementally provided a marked copy of the Registration Statement and the Information Statement against the September 24, 2015 filing to facilitate the Staff’s review. References to page numbers and section headings in our responses below refer to page numbers and section headings in the unmarked version of the Information Statement.

Sonia Gupta Barros

U.S. Securities and Exchange Commission

October 13, 2015

Page 2

Dividend Policy, page 54

1.

Your presentation of the cash you expect to be available for distribution is based on funds from operations. We have accepted funds from operation as a performance measure. See our Compliance and Disclosure Interpretation 102.01. Your discussion of your dividend policy should be revised so that it is not implied that your dividend will be based solely on funds from operations. Please revise your disclosure in this section to provide an appropriate presentation of your expected cash available for distribution.

Response: In response to the Staff’s comment, we have revised our disclosure to include the requested information under “Dividend Policy” on pages 55 to 57 of the Information Statement.

Four Corners’ Unaudited Pro Forma Consolidated Financial Data, page 59

2.

We note your response to comment 14 of our letter. To the extent that you are able to estimate the Purging Distribution, please revise your filing to disclose this estimate and the basis for your estimate. To the extent you are not able to estimate the Purging Distribution, revise to disclose that fact and tell us why you are not able to provide an estimate at this time.

Response: In response to the Staff’s comment, we have revised our disclosure to include the requested information under “The Spin-Off—The Purging Distribution” on page 48 and “Four Corners’ Unaudited Pro Forma Consolidated Financial Data” on page 63 of the Information Statement.

3.

We note you do not give effect to the Transition Services Agreement. Please tell us the expected term of this agreement and the anticipated expense associated with this agreement.

Response: The term of the Transition Services Agreement will not exceed one year. The expected duration of each service to be provided is set forth in the Services Attachment to the Transition Services Agreement. Please see page 17 onwards of Exhibit 10.4 which was filed with Amendment No. 2 to the Form 10 that was filed on October 2, 2015 (“Amendment No. 2”). The duration of each service to be provided can be extended if the parties mutually agree. Based on initial agreed upon durations of services to be provided under the Transition Services Agreement, the annual expense incurred by Four Corners under that agreement for the first year following the distribution date is expected to be $382,335, assuming that all of the services are utilized by Four Corners. Such amount is not significant to the results of operations or financial condition of Four Corners on a consolidated basis.

Business and Properties

Four Corners Properties Summary, page 87

Sonia Gupta Barros

U.S. Securities and Exchange Commission

October 13, 2015

Page 3

4.

We note that “Average Lease Expiration Date” is defined as the average ending date of the Lease if all available renewals are exercised. We further note your disclosure elsewhere in the document indicating that your Leases generally allow renewals at the option of the tenant. Please revise your disclosure in this table to also show the average lease expiration date assuming no renewals are exercised.

Response: In response to the Staff’s comment, we have revised our disclosure to include the requested information under “Business and Properties—Four Corners Properties Summary” on page 91 of the Information Statement.

Leases with Darden, page 92

5.

We note your disclosure that, under your Leases, Darden will have a right of first offer with respect to your sale of any Property and you will be prohibited from selling any Properties to (i) any nationally recognized casual or fine dining brand restaurant or entity operating the same or (ii) any other regionally recognized casual or fine dining brand restaurant or entity operating the same, with 25 or more units. Please revise your disclosure under “Risk Factors” to specifically address risks arising from this arrangement, including without limitation the potential impact on your ability to sell the Properties, to the extent you believe such risks to be material.

Response: In response to the Staff’s comment, the Information Statement has been revised on pages 36 and 37 under the risk factor captioned “Real estate investments are relatively illiquid and provisions in the Leases may adversely impact our ability to sell properties and could adversely impact the price at which we can sell the properties.”

Management

Executive Officers, page 97

6.

Please revise your disclosure for each executive officer to provide the dates of employment for the past five years. Refer to Item 401(e) of Regulation S-K.

Response: In response to the Staff’s comment, the Information Statement has been revised on pages 101 and 102.

Employment Agreements with Named Executive Officers, page 102

7.

We note that you have entered into employment agreements with Messrs. Lenehan, Morgan, and Brat. It appears that these employment agreements may be material contracts required to be filed under Item 601(b)(10) of Regulation S-K. If so, please include these agreements in your exhibits to the Form 10.

Response: Please see Exhibits 10.8, 10.9 and 10.10 filed with Amendment No. 2.

Sonia Gupta Barros

U.S. Securities and Exchange Commission

October 13, 2015

Page 4

Should any member of the Staff have any questions or comments concerning this filing or the materials submitted herewith, or desire any further information or clarification in respect of the Registration Statement, please do not hesitate to contact me at (212) 735-2439.

Sincerely,

/s/ Laura Kaufmann Belkhayat

Laura Kaufmann Belkhayat

cc:

Anthony G. Morrow, Esq., Corporate Secretary

Four Corners Property Trust, Inc.

Joseph A. Coco, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Mailstop 3233
October 9, 2015

Via E -mail
Anthony G. Morrow, Esq.
Corporate Secretary
Four Corners Property Trust, Inc.
1000 Darden Center Drive
Orlando, Florida  32837

Re: Four Corners Property Trust, Inc.
 Amendment No. 1 to Form 10
Filed September 24 , 2015
File No. 001-37538

Dear Mr. Morrow :

We have reviewed your  amended  filing an d 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 busine ss days by providing the requested
information or advis e 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 and any amendment you may file in response to these
comments, we may have additional comments.   Unless we note otherwise, our references to prior
comments a re to comments in our September 9 , 2015 letter.

Dividend Policy, page 54

1. Your presentation of the cash you expect to be available for distribution is based on funds
from operations.  We have accepted funds from operation as a performance measure.  See
our Compliance and Disclosure Interpretation 102.01.  Your discussion of your dividend
policy should be revised so that it is not implied that your dividend will be based solely
on funds from operations.  Please revise your disclosure in this section to prov ide an
appropriate presentation of your expected cash available for distribution.

Four Corners’ Unaudited Pro Forma Consolidated Financial Data, page 59

2. We note your response to comment 14  of our letter .  To the extent that you are able to
estimate the P urging Distribution, please revise your filing to disclose this estimate and

Anthony G. Morrow, Esq.
Four Corners Property Trust, Inc.
October 9 , 2015
Page 2

 the basis for your estimate.  To the extent you are not able to estimate the Purging
Distribution, revise to disclose that fact and tell us why you are not able to provide an
estimate at this time.

3. We note you do not give effect to the Transition Services Agreement.  Please tell us the
expected term of this agreement and the anticipated expense associated with this
agreement.

Business and Properties

Four Corners Properties Summary, page 87

4. We note that  “Average Lease Expiration Date” is defined as the average ending date of
the Lease if all a vailable renewals are exercised.  We further note your disclosure
elsewhere in the document indicating that your Leases generally allo w renewals at the
option of the tenant.  Please revise your disclosure in this table to also show the average
lease expiration date assuming no renewals are exercised.

Leases with Darden, page 92

5. We note your disclosure that, under your Leases, Darden w ill have a right of first offer
with respect to your sale of any Property and you will be prohibited from selling any
Properties to (i) any nationally recognized casual or fine dining brand restaurant or entity
operating the same or (ii) any other regional ly recognized casual or fine dining brand
restaurant or entity operating the same, with 25 or more units .  Please revise your
disclosure under “Risk Factors” to specifically address risks arising from this
arrangement, including without limitation the pote ntial impact on your ability to sell the
Properties, to the extent you believe such risks to be material.

Management

Executive Officers, page 97

6. Please revise your disclosure for each executive officer to provide the dates of
employment for the past fiv e years. Refer to Item 401(e) of Regulation S -K.

Employment Agreements with Named Executive Officers , page 102

7. We note that you have entered into employment agreements with Messrs. Lenehan,
Morgan, and Brat.  It appears that these employment agreements  may be material
contracts required to be filed under Item 601(b)(10) of Regulation S -K. If so, please
include these agreements in your exhibits to the Form 10.

Anthony G. Morrow, Esq.
Four Corners Property Trust, Inc.
October 9 , 2015
Page 3

 You may contact Jennifer Monick, Assistant Chief Accountant, at (202) 551 -3295  or
Jaime John, A ccounting Branch Chief,  at (202) 551 -3446  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 -3655 with any other questions.

Sincerely,

 /s/ Sonia Gupta Barros

 Sonia Gupta Barros
Assistant Director
Office of Real Estate and
Commodities
cc: Laura A. Kaufmann Belkhayat
 Joseph Coco
Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
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    corresp.htm

Skadden, Arps, Slate, Meagher & Flom llp

Via EDGAR

Sonia Gupta Barros

Assistant Director

FOUR TIMES SQUARE

NEW YORK 10036-6522

________

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

September 24, 2015

FIRM/AFFILIATE OFFICES

-----------

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

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BRUSSELS

FRANKFURT

HONG KONG

LONDON

MOSCOW

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PARIS

SÃO PAULO

SHANGHAI

SINGAPORE

SYDNEY

TOKYO

TORONTO

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-3628

Re:

Four Corners Property Trust, Inc.

Form 10

Filed August 11, 2015

File No. 001-37538

Dear Ms. Barros:

On behalf of Four Corners Property Trust, Inc. (the “Company” or “Four Corners”), set forth below are responses to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter, dated September 9, 2015 (the “Comment Letter”), relating to the Company’s registration statement on Form 10 (File No. 001-37538) that was filed on August 11, 2015 (the “Registration Statement”). The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below.

We note that we responded to comments 2 and 4 of your Comment Letter in our letter to the Staff dated September 15, 2015 (the “Initial Response Letter”). In addition, we note that in our letter dated September 23, 2015 (the “Additional Response Letter”), we provided certain additional analysis and information responding to oral comments of the Staff discussed in our conference call with the Staff on September 18, 2015.

Concurrently with the filing of this letter, the Company is filing, via EDGAR submission, Amendment No. 1 to the Registration Statement, including as Exhibit 99.1 a revised Information Statement (the “Information Statement”) reflecting, as appropriate, the responses to the Staff’s comments contained herein. Capitalized terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the Information Statement. The Registration Statement and the Information Statement also include other changes that are intended to update, clarify and render more complete the information contained therein, including financial

Sonia Gupta Barros

U.S. Securities and Exchange Commission

September 24, 2015

Page 2

statements and related information as of and for the six months ended June 30, 2015. We have supplementally provided a marked copy of the Registration Statement and the Information Statement against the August 11, 2015 filing to facilitate the Staff’s review. References to page numbers and section headings in our responses below refer to page numbers and section headings in the unmarked version of the Information Statement.

General

1.

Please provide all information required by Form 10, including the required exhibits, and complete all blanks in the information statement as soon as possible.

Response: The Company respectfully acknowledges the Staff’s comment and to the extent that information is required by Form 10 and not yet provided in the Registration Statement, the Company will provide all such information, including filing the required exhibits and completing all blanks in the Information Statement in subsequent amendments to the Registration Statement when the information is known and/or factually supportable.

2.

We note that you expect to elect and qualify to be subject to tax as a real estate investment trust effective January 1, 2016. Consequently, the assets Darden is transferring to you in connection with the Spin-Off will be held through an entity with a different structure, and you will be subject to different regulatory requirements, than was the case when the assets were owned by Darden. Please provide us supplementally with your analysis regarding whether the new regulatory scheme results in a form of “value” for purposes of the first condition of question four of Staff Legal Bulletin No. 4. Please specifically address the effect of the new REIT ownership structure in your analysis.

Response: Please refer to our Initial Response Letter, as supplemented by the Additional Response Letter.

3.

We note from your disclosure on page 5 that you expect to incur debt pursuant to one or more term loans. We further note that, in connection with the Spin-Off, a portion of the proceeds of your term loan borrowings will be transferred to Darden and such cash will be used to retire certain Darden debt. Please provide us supplementally with your analysis of the impact of these transactions on the first condition of question four of Staff Legal Bulletin No. 4.

Response: In connection with the Spin-Off, the Company anticipates that it will enter into a credit agreement providing for a revolving credit facility and one or more term loan facilities to be provided by a syndicate of banks and other financial institutions. The Company expects that a substantial portion of the proceeds from the term loan borrowings (the “Relevant Term Loan Proceeds”) will be distributed to Darden, together

Sonia Gupta Barros

U.S. Securities and Exchange Commission

September 24, 2015

Page 3

with all of the outstanding Four Corners common stock, concurrent with the contribution of assets to the Company by Darden in connection with the Spin-Off.

The transfer of the Relevant Term Loan Proceeds is a distribution from the Company to Darden in connection with the contribution of assets (including the Four Corners Properties and the LongHorn San Antonio Business) by Darden to the Company in relation to the Spin-Off. Such distribution of Relevant Term Loan Proceeds will be used by Darden to retire a portion of its outstanding indebtedness. Notably, neither the Relevant Term Loan Proceeds nor any other cash amounts are to be paid by Darden to its shareholders in connection with the Spin-Off nor are any cash amounts or other consideration to be paid by Darden’s existing shareholders.

The Company further notes that it is a common feature of transactions such as the Spin-Off to include the raising of debt financing by the subsidiary to be spun-off, the proceeds of which are transferred to the parent company in connection with a contribution of assets by the parent company to the subsidiary that will be spun-off. A number of recent examples are set forth below.

·

In the spin-off of Care Capital Properties, Inc. from Ventas, Inc. (July 30, 2015, File No. 001-37356), Care Capital Properties incurred $1.3 billion of new indebtedness and distributed substantially all of the proceeds from such indebtedness to its then-parent, Ventas, Inc.

·

In the spin-off of CareTrust REIT, Inc. from The Ensign Group, Inc. (May 13, 2014, File No. 001-36181), CareTrust REIT, Inc. issued $260 million of new unsecured senior notes and distributed approximately $220.8 million of the proceeds from such indebtedness to its then-parent, The Ensign Group, Inc.

·

In the spin-off of Washington Prime Group Inc. from Simon Properties Group, Inc. (April 21, 2014, File No. 001-36252), Washington Prime Group Inc. incurred $1.0 billion in new indebtedness and distributed approximately $1.0 billion of the proceeds from such indebtedness to its then-parent, Simon Properties Group, Inc.

·

In the spin-off of Communications Sales & Leasing, Inc. from Windstream Holdings, Inc. (March 25, 2015, File No. 001-36708), Communications Sales & Leasing, Inc. incurred $3.65 billion in long-term debt and distributed approximately $1.1 billion of the proceeds from such indebtedness to its then-parent, Windstream Holdings, Inc.

We refer to the analysis set out in our Initial Response Letter in response to comment 2 of the Comment Letter and our responses to the Staff’s oral comments below. The Company respectfully submits that the Darden shareholders will not be providing consideration in connection with the transfer of the Relevant Term Loan Proceeds from the Company to Darden.

Sonia Gupta Barros

U.S. Securities and Exchange Commission

September 24, 2015

Page 4

4.

We note that your information statement filed in Exhibit 99.1 does not include pro forma information for Darden Restaurants, Inc. Please provide your analysis of the disclosure requirements included in Item 14(b) of Schedule 14A, in particular the pro forma financial information for Darden. Your analysis should address the applicability requirements included in Item 14(a) based upon all quantitative and qualitative aspects of the transaction relative to Darden. Refer to question four of Staff Legal Bulletin 4 and Instruction 4 to Item 14 of Schedule 14A.

Response: Please refer to our Initial Response Letter, as supplemented by the Additional Response Letter.

5.

We note that you have incorporated by reference Darden’s annual report on Form 10-K for the year ended May 31, 2015. To the extent that you continue to incorporate by reference Darden’s annual report on Form 10-K, or any portion thereof, please file the relevant portions as an exhibit. Refer to Rule 12b-23 under the Exchange Act. Additionally, please file all applicable consents. Refer to Exchange Act Rule 12b-36.

Response: On page 5 of our Initial Response Letter, in relation to the disclosure requirements of the Staff Legal Bulletin (as defined in the Initial Response Letter) we noted as follows:

“The previously issued no action letters generally tie the disclosures required to the information that would be provided if the distributed subsidiary were to register an offering of securities using a Form S-1 registration statement. On this basis, pursuant to the requirements of Form S-1, the distributed subsidiary would not be required to include parent company disclosure, parent company financial information or parent company pro forma financial information in its S-1 registration statement.”

We refer to the analysis set out in our Initial Response Letter in response to comment 4 of the Comment Letter and our responses to the Staff’s oral comments under “Additional Responses— Additional analysis in relation to the response to comment 4 on the Initial Response Letter” below. We respectfully submit that the Company has included in the Registration Statement the disclosure that it believes is necessary to provide investors with the information necessary to understand the Company and the Spin-Off. On the basis of the analysis discussed in the Initial Response Letter, the Company has determined that it is not required to incorporate by reference in the Information Statement Darden’s annual report on Form 10-K, or any portion thereof.

Accordingly, the Company has amended page 146 of the Information Statement to reflect that the Company is not incorporating by reference any Exchange Act filings made by Darden. We also note that the Company refers to the financial statements of Darden in accordance with the customer concentration requirements applicable to the Company’s financial statements.

Sonia Gupta Barros

U.S. Securities and Exchange Commission

September 24, 2015

Page 5

6.

We note disclosure throughout your filing regarding agreements with Darden being negotiated on an arm’s length basis. Please tell us how you can substantiate this representation or revise to remove reference that these agreements are on an arm’s length basis.

Response: The Company respectfully submits that the above-referenced disclosure, with respect to the Separation and Distribution Agreement, the Leases, the Tax Matters Agreement, the Transition Services Agreement, the Franchise Agreements, and the Employee Matters Agreement (the “Agreements”), is qualified with appropriate disclosures stating that the Agreements:

“will be negotiated in the context of the Spin-Off while we are still a wholly-owned subsidiary of Darden. Accordingly, during the period in which the terms of the Agreements will be negotiated, we will not have a board of directors or a management team that is independent of Darden. As a result, although the Agreements are generally intended to reflect arm’s-length terms, the terms of the Agreements may not reflect terms as favorable as would have resulted from arm’s-length negotiations between unaffiliated third parties. Accordingly, there can be no assurance that the terms of these agreements will be as favorable for us as would have resulted from negotiations with one or more unrelated third parties.”

See page 5 of the Information Statement.  Similar disclaimers with respect to the Agreements appear on page 21 of the Information Statement.

The disclosures on page 113 of the Information Statement have been revised to clarify that, among other things, the fees and conditions under the Franchise Agreements are expected to be on terms comparable to similar franchising services negotiated on an arm’s length basis.

The Company respectfully submits that the terms of the Agreements are equivalent to those that would prevail in arm’s length-transactions.

For example, with respect to the statements made on the cover of the Information Statement and on page 113 of the Information Statement regarding terms of the Leases and the Franchise Agreements being “comparable” to similar agreements negotiated on an arm’s length basis, the Company recognizes that Paragraph 3 of SFAS 57, Related Party Disclosures (ASC 850-10-50-5) notes that transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, freemarket dealings may not exist, and that representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated (emphasis added).

Sonia Gupta Barros

U.S. Securities and Exchange Commission

September 24, 2015

Page 6

In addition, in determining that the rent payable to the Company pursuant to the Leases for the 418 restaurant properties that will be leased to Darden was equivalent to the amount Darden would pay an unrelated third party to lease comparable property, Darden management researched the prevailing lease terms, including rental rates for similar triple net leased properties, with the assistance of third party appraisal reports.  Accordingly, because the amount of rent payable under the Leases can be substantiated as representative of amounts that would be payable in an arm's-length transaction, we respectfully submit that the requirements of paragraph 3 of SFAS 57 have been met.

In determining that the fees payable to Darden under the Franchise Agreement for certain franchising services for the LongHorn San Antonio Business was equivalent to the amount the Company would pay an unrelated party for comparable services elsewhere, Darden management researched the prevailing rate for similar franchising services. Accordingly, because the amount of fees payable under the Franchise Agreement can be substantiated as representative of amounts that would be payable in an arm's-length transaction, we respectfully submit that the requirements of paragraph 3 of SFAS 57 have been met.

Summary

7.

We note your disclosure regarding the plan of reorganization contemplated in the Separation and Distribution Agreement. Please revise your disclosure to describe this plan of reorganization in more detail. Additionally, please tell us what consideration you have given to providing a diagram depicting the organizational structure prior to and/or immediately following the reorganization.

Response: The disclosure in the Information Statement has been revised as requested (see pages 44 and 45 of the Information Statement) to include a more detailed descripti

CORRESP
1
filename1.htm

    corresp.htm

Skadden, Arps, Slate, Meagher & Flom llp

Via EDGAR

Sonia Gupta Barros

Assistant Director

FOUR TIMES SQUARE

NEW YORK 10036-6522

________

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

September 23, 2015

FIRM/AFFILIATE OFFICES

-----------

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

-----------

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SHANGHAI

SINGAPORE

SYDNEY

TOKYO

TORONTO

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-3628

Re:

Four Corners Property Trust, Inc.

Form 10

Filed August 11, 2015

File No. 001-37538

Dear Ms. Barros:

On behalf of Four Corners Property Trust, Inc. (the “Company” or “Four Corners”), we refer to the Company’s registration statement on Form 10 (File No. 001-37538) that was filed on August 11, 2015 (the “Registration Statement”) and to the comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter, dated September 9, 2015 (the “Comment Letter”). In this letter, “Information Statement” means Exhibit 99.1 to the Registration Statement.

We note that we responded to comments 2 and 4 of your Comment Letter in our letter to the Staff dated September 15, 2015 (the “Initial Response Letter”).

In this letter we provide certain additional analysis and information in response to oral comments of the Staff discussed in our conference call with the Staff on September 18, 2015.

Additional information in respect of the Darden rights plans

As described below, Darden currently has a Current Rights Plan (as defined below) in effect that deters any person from acquiring ownership of more than 9.8% of the Company’s outstanding common stock during the period leading up to the Spin-Off. The Current Rights Plan exists for the limited purpose of preserving Darden’s ability to effect a pro rata dividend of the Company’s shares in connection with the Spin-Off and to facilitate our compliance with REIT requirements. In contrast, Darden’s Prior Rights Plan (as defined below) was a “poison pill” implemented to protect shareholders from coercive or otherwise

Sonia Gupta Barros

U.S. Securities and Exchange Commission

September 23, 2015

Page 2

unfair takeover tactics. The Prior Rights Plan was removed by Darden following a review of its corporate governance practices, rather than in connection with the Spin-Off or any other contemplated real estate transaction. Neither adoption nor termination of the Prior Rights Plan nor the adoption of the Current Rights Plan required approval by the shareholders of Darden.

(A)

Prior Rights Plan

On May 16, 2005, Darden filed a Form 8-K with the Commission disclosing that its board of directors had authorized the adoption of a Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics (the “Prior Rights Plan”). In announcing details of the Prior Rights Plan, Clarence Otis, Jr., the Chief Executive Officer of Darden at such time, stated:

"The Rights, which are replacing certain preferred share purchase rights that will expire on May 24, 2005, are designed to assure that all of Darden's shareholders receive fair and equal treatment in the event of any proposed takeover of [Darden] and to guard against abusive tactics to gain control of Darden without paying all shareholders an appropriate premium. The Rights are not being adopted in response to any specific takeover effort, and will not prevent a takeover, but should encourage anyone seeking to acquire [Darden] to negotiate with the Board prior to attempting a takeover."

The Prior Rights Plan imposed a significant penalty upon any person or group which acquired beneficial ownership of 15% or more of Darden’s outstanding common stock without the prior approval of the board of directors of Darden. If a person or group acquired 15% or more of Darden's outstanding common stock, each right entitled its holder (other than such person or members of such group) to purchase, at the applicable exercise price, a number of Darden's common shares having a market value of twice the exercise price. In addition, if Darden was acquired in a merger or other business combination transaction after a person has acquired 15% or more of the Company's outstanding common stock, each right would have entitled its holder to purchase, at the applicable exercise price, a number of the acquiring company's common shares having a market value of twice the exercise price. The acquiring person was not entitled to exercise these rights. The board of directors of Darden was also authorized to reduce the 15% thresholds referred to above to not less than 10%.

On November 13, 2014, Darden filed a Form 8-K with the Commission disclosing that the Nominating and Governance Committee of the board of directors of Darden had completed a comprehensive review of Darden’s corporate governance practices and announced that Darden was implementing a number of reforms designed to ensure that Darden’s policies are aligned with shareholder interests and corporate governance best practices. One such change was the termination of the Prior Rights Plan on November 28, 2014.

Sonia Gupta Barros

U.S. Securities and Exchange Commission

September 23, 2015

Page 3

(B)

Current Rights Plan

On June 23, 2015, Darden filed a Form 8-K and Form 8-A with the Commission disclosing that it has adopted a temporary REIT protection shareholder rights plan (the “Current Rights Plan”).

Darden announced that:

“In order to preserve [Darden’s] ability to effect a pro rata dividend of the REIT shares in connection with the proposed REIT Transaction, [Darden’s] Board adopted a short-term shareholder rights plan (the “Rights Plan”) to deter any person from acquiring ownership of more than 9.8% of the Company’s outstanding common stock during the period leading up to the REIT Transaction.”

The Current Rights Plan is designed for the limited purpose of accomplishing the Spin-Off, and is narrowly tailored for that purpose. The reason the Current Rights Plan was put in place was to assist the Company in complying with the limitations on the concentration of ownership of REIT stock imposed by the Internal Revenue Code (the “Code”).

Prior to the adoption of the Current Rights Plan, no Darden shareholder beneficially owned more than 9.8% of its common stock. However, if any Darden shareholder were to acquire beneficial ownership of more than 9.8% of the common stock of Darden, Darden may be unable to effect the Spin-Off as a pro rata distribution to shareholders. This is because if any existing Darden shareholder were to receive greater than 9.8% of the common stock of the Company, that could prevent the Company from complying with the limitations on the concentration of ownership of REIT stock imposed by the Code.

The Current Rights Plan will expire upon the earliest of (i) June 23, 2016, (ii) the first business day after the closing of the Spin-Off, or (iii) the time at which the Rights are redeemed or exchanged under the Current Rights Plan. Under the Current Rights Plan, any person or group that acquires beneficial ownership of 9.8% or more of the Darden’s common stock without approval of the board of directors of Darden would be subject to significant dilution. However, a tender or exchange offer for all of the stock of Darden would not trigger the Current Rights Plan. Hence the Current Rights Plan would not discourage takeover offers for Darden.

The limitation on share ownership imposed by the Current Rights Plan is consistent with the limitations that will be imposed by the Company’s amended and restated articles of incorporation upon the Spin-Off. As referred to in the Information Statement, the Company’s charter will provide for restrictions on ownership and transfer of our shares of stock, including, subject to certain exceptions, prohibitions on any person beneficially or constructively owning more than 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of the Company’s common stock, or more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of the Company’s stock.

Sonia Gupta Barros

U.S. Securities and Exchange Commission

September 23, 2015

Page 4

Additional analysis in relation to the response to comment 4 on the Initial Response Letter

The Company respectfully submits that the purpose of the Registration Statement is to provide shareholders of Darden with information in relation to the common stock of the Company, which shareholders of Darden will receive stock solely by virtue of their ownership of the shares of Darden’s common stock on the record date for the Spin-Off.

The Company further respectfully submits that the Company’s Registration Statement contains information that is necessary for a shareholder of the Company to understand the ongoing relationship between the Company and Darden following the Spin-Off. This disclosure includes the following:

·

The Information Statement (when re-filed as Amendment No. 1) is expected to disclose that the Company’s unaudited pro forma consolidated statement of income for the year ended December 31, 2014 discloses that pro forma rental income for the Company for such period would have been $104.7 million (calculated on a pro forma basis in accordance with GAAP). This Company income amount is approximately equal to the Darden Rent Payment (as defined below).

·

The Information Statement (when re-filed as Amendment No. 1) is expected to disclose that the Company’s unaudited pro forma consolidated statement of income for the year ended December 31, 2014 discloses that pro forma depreciation expense for the Company for such period would have been $47.4 million (calculated on a pro forma basis in accordance with GAAP). This Company expense amount is approximately equal to the Darden Depreciation Expense Reduction (as defined below).

We note, furthermore, Darden has been, and will be disclosing required information in relation to the impact of the Spin-Off on Darden and the Darden common stock giving effect to the Spin-Off in accordance with Darden’s Exchange Act reporting obligations.

Most notably, following consummation of the Spin-off, Darden will file pro forma financial information in relation to the Spin-Off as is required under its Exchange Act reporting obligations.

Moreover, even though pro forma financial statements are not yet required to be filed by Darden pursuant to its own reporting obligations, on September 22, 2015, in connection with the release of Darden’s FY2016 first quarter results, Darden published on its website certain information on the anticipated financial impact of the Spin-Off (including sale leasebacks of 424 restaurant real estate assets) on Darden’s financial condition and results of operations. When taken together with the impact of additional sale leaseback transactions of 64 restaurants which are in progress, this estimated impacts include:

·

an estimated rent expense of approximately $116 million per year (calculated in accordance with GAAP), with an estimated cash flow impact of $108 million per year

Sonia Gupta Barros

U.S. Securities and Exchange Commission

September 23, 2015

Page 5

resulting from the payment of rent by Darden to the Company (the “Darden Rent Payment”);

·

an estimated reduction in annual depreciation charges of approximately $51 million (the “Darden Depreciation Expense Reduction”); and

·

an estimated reduction in annual interest expense of approximately $45 million (the “Darden Interest Expense Reduction”) as a result of the retirement by Darden of approximately $1 billion of debt in connection with the Spin-Off.

We believe these items, which have already been disclosed by Darden, represent the primary impacts on Darden's results of operations as a result of the Spin-Off. As disclosed in the Registration Statement, the Company expects to generate revenues primarily by leasing the Four Corners Properties to Darden through triple-net lease arrangements. Under triple-net lease arrangements, the tenant is primarily responsible for ongoing costs relating to the properties (including property taxes, insurance, common area maintenance charges and maintenance and repair costs). Therefore, Darden will continue to be responsible for ongoing costs relating to the properties and Darden expects that the Spin-Off will not meaningfully impact the expenses that Darden currently incurs in connection with its operations of the Four Corners Properties.

The Company respectfully submits that Darden shareholders have been, and will be, provided with the required information in relation to the impact of the Spin-Off on Darden and the Darden common stock giving effect to the Spin-Off in accordance with Darden’s Exchange Act reporting obligations.

Including pro forma financial information of Darden will not provide shareholders of the Company with material information beyond what is already disclosed by Darden and the Company, respectively, and would not help shareholders of the Company to better understand the risks or potential value of the common stock of the Company. Further, given the insignificant impact of the Spin-Off on Darden’s net income resulting from the offsetting of reduced depreciation and interest expense against Darden’s new rent obligations, the Spin-Off is not expected to materially impact Darden’s results of operations on a pro forma basis. Therefore, the disposition of the Four Corners Properties, while involving the property of approximately one third of Darden’s restaurants, will not involve any of Darden’s other assets or result in Darden disposing of or exiting a substantial part of its operations. Therefore, we respectfully submit that pro forma financial information of Darden is not required to be included in the Information Statement.

Sonia Gupta Barros

U.S. Securities and Exchange Commission

September 23, 2015

Page 6

Should any member of the Staff have any questions or comments concerning this letter, or desire any further information or clarification in respect of the Registration Statement, please do not hesitate to contact me at (212) 735-2439.

Sincerely,

/s/ Laura Kaufmann Belkhayat

Laura Kaufmann Belkhayat

cc:

Anthony G. Morrow, Esq., Corporate Secretary

Four Corners Property Trust, Inc.

Joseph A. Coco, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

    corresp.htm

Skadden, Arps, Slate, Meagher & Flom llp

Via EDGAR

Sonia Gupta Barros

Assistant Director

FOUR TIMES SQUARE

NEW YORK 10036-6522

________

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

September 15, 2015

FIRM/AFFILIATE OFFICES

-----------

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

-----------

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SHANGHAI

SINGAPORE

SYDNEY

TOKYO

TORONTO

U.S. Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-3628

Re:

Four Corners Property Trust, Inc.

Form 10

Filed August 11, 2015

File No. 001-37538

Dear Ms. Barros:

On behalf of Four Corners Property Trust, Inc. (the “Company” or “Four Corners”), set forth below are responses to comments 2 and 4 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter, dated September 9, 2015 (the “Comment Letter”), relating to the Company’s registration statement on Form 10 (File No. 001-37538) that was filed on August 11, 2015 (the “Registration Statement”). The Company intends to respond to the other comments in the Comment Letter in a separate letter which will be accompanied by an amendment to the Registration Statement. Please be advised that the Company intends to make this filing no later than the week of September 28, 2015. While we do not anticipate any difficulties in meeting that schedule, if for any reason we are unable to make that date, we would of course contact you in advance.

 The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below.

Capitalized terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the Information Statement included as Exhibit 99.1 to the Registration Statement.

2.

We note that you expect to elect and qualify to be subject to tax as a real estate investment trust effective January 1, 2016. Consequently, the assets Darden is transferring to you in connection with the Spin-Off will be held through an entity with

Sonia Gupta Barros

U.S. Securities and Exchange Commission

September 15, 2015

Page 2

a different structure, and you will be subject to different regulatory requirements, than was the case when the assets were owned by Darden. Please provide us supplementally with your analysis regarding whether the new regulatory scheme results in a form of “value” for purposes of the first condition of question four of Staff Legal Bulletin No. 4. Please specifically address the effect of the new REIT ownership structure in your analysis.

Response:

The Company does not believe that the distribution of the shares in the Spin-Off is being done for "value," as that term is used in the definition of "sale" or "offer" in the Securities Act of 1933 (the “Securities Act”), or that the proposed organizational structure or tax status of the Company or the regulations that are expected to be applicable to the Company following the Spin-Off impact that conclusion.

Existing Darden shareholders will receive a pro rata distribution of the Company's common stock solely by virtue of their ownership of the shares of Darden’s common stock on the record date. The Spin-Off does not require the approval of Darden shareholders (under Florida law or otherwise), consummation of the Spin-Off does not require any action whatsoever to be taken by the existing Darden shareholders and no existing Darden shareholder will make any investment decision with respect to the securities received in the Spin-Off.  As a result, none of Darden's shareholders will provide any value or consideration in order to receive the Company's securities, no existing Darden shareholder will assume or incur any obligations or liability as a result of the distribution and no person (including Darden, the Company or any of their subsidiaries or affiliates) will receive any value from the Darden shareholders in consideration of, or as a result of, the distribution.

The Commission has long taken the position that a dividend or distribution of securities, such as the Distribution, generally does not constitute an "offer" or “sale” within the meaning of Section 2(a)(3) of the Securities Act.  The Staff outlined its similar views of the application of Section 5 of the Securities Act to spin-off transactions in Staff Legal Bulletin No. 4 (avail. Sept. 16, 1997) (the “Staff Legal Bulletin”).  These positions are premised on the view that a dividend or distribution of securities is not a disposition “for value” within the meaning of that section,1 and, as such, is, therefore, outside the scope of the registration requirements of Section 5.  Furthermore, the Commission and Staff's views recognize that the recipient of a dividend of securities does not make an independent investment decision about such securities, and, therefore, does not need the protection afforded by the Securities Act.

_____________________________

1 See Securities Act Release No. 929 (July 29, 1936).

Sonia Gupta Barros

U.S. Securities and Exchange Commission

September 15, 2015

Page 3

The Spin-Off qualifies for the guidance outlined in the Staff Legal Bulletin. The proposed organization structure and tax status of the Company and the regulations that are expected to be applicable to the Company do not and should not impact the historical Commission and Staff view of the application of Section 5 to dividend and distribution transactions, such as the Spin-Off.  The Company and Darden will be organized under different state statutes. The Company will be organized as Maryland corporation. Darden is organized as a Florida corporation.  But each entity will have a board of directors and be managed by appointed officers, such board members and officers will be subject to state fiduciary and other duties and Company and Darden shareholders will enjoy similar corporate rights and obligations. Although there are certain differences between the corporate and corporate governance regimes in Florida and Maryland, we do not believe those differences are material or should result in the Spin-Off being viewed as effected for value.  A change in the jurisdiction of organization of an entity to be distributed in a spin off transaction is certainly not uncommon and, as far as the Company is aware, has not resulted in a view by the Commission or the Staff that a spin off transaction was effected for value.

The fact that the Company intends to elect and qualify to be subject to tax as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2016, should also have no impact on the Section 5 analysis.  The restrictions and requirements on companies that elect to be subject to tax as a REIT do not result in material differences in the governance and operations of those companies.  While the REIT tax rules impose asset, income, distribution, shareholder ownership, and other requirements on REITs, non-REIT companies could adopt similar obligations and requirements. For example, there is no provision of Florida corporation law or Darden’s charter that would prevent Darden from maintaining or increasing its dividend to a high proportion of its taxable income, beyond typical surplus requirements that will be applicable to the Company as well.  Indeed, for the foreseeable future the Company has no reason to believe that the combined dividend paid by Darden and the Company would be significantly in excess of the dividend which would have been paid by Darden had the Spin-Off not occurred.

The Company also does not believe that Darden shareholders will provide consideration for the Spin-Off as a result of the charter restrictions on the ownership of the Company’s common stock.  To assist the Company in complying with certain of the REIT requirements imposed by the Internal Revenue Code, the Company’s charter will provide for restrictions on ownership and transfer of shares of its stock, including, subject to certain exceptions, prohibitions on any person beneficially or constructively owning more than 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of our common stock, or more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of the Company’s stock.  Other companies are and could be subject to similar ownership restrictions.  Darden effectively currently has such a restriction via its shareholder rights plan, which was adopted without a shareholder vote

Sonia Gupta Barros

U.S. Securities and Exchange Commission

September 15, 2015

Page 4

in accordance with Florida law, and could impose transfer restrictions in the future.  The inclusion of the REIT ownership provisions in the Company charter should not be viewed as a form of consideration provided to Darden by its shareholders.

The Company respectfully submits that the Darden shareholders will not be providing consideration for the Company securities to be distributed in the Spin-Off.  Furthermore, the Registration Statement (including the Information Statement) provides adequate disclosure about the Company and its common stock and, following the Spin-Off, both Darden and the Company will have securities listed on the New York Stock Exchange and be reporting companies under the Securities Exchange Act of 1934. As a result, the Company does not believe that there are legitimate policy reasons that warrant a more expansive interpretation of the concept of a disposition for “value” or “consideration” for the Spin-Off.

4.

We note that your information statement filed in Exhibit 99.1 does not include pro forma information for Darden Restaurants, Inc. Please provide your analysis of the disclosure requirements included in Item 14(b) of Schedule 14A, in particular the pro forma financial information for Darden. Your analysis should address the applicability requirements included in Item 14(a) based upon all quantitative and qualitative aspects of the transaction relative to Darden. Refer to question four of Staff Legal Bulletin 4 and Instruction 4 to Item 14 of Schedule 14A.

Response:

The Company believes that the disclosures in the Information Statement satisfy the disclosure requirements of Item 14(b) of Schedule 14A. The Company does not believe that pro forma information for Darden is material to the disclosures required to be provided to its shareholders in connection with Spin-Off.  As a result, in accordance with the disclosure requirements of Item 14(b) of Schedule 14A, the Company did not include that information in the Information Statement.

The Company believes its disclosures in the Information Statement in response to Item 14(b) are consistent with the requirements outlined in the Staff Legal Bulletin and that Company shareholders are being provided all information necessary to understand the Spin-Off transaction and the Company.  Pro forma information regarding Darden is not necessary to be included in the Information Statement for Company shareholders to understand those matters. Darden shareholders will be provided with pro forma information after the Spin-Off in accordance with the Exchange Act disclosure requirements applicable to Darden.

Prior to the Staff issuing the Staff Legal Bulletin on September 16, 1997, the Staff had routinely provided no action letter guidance on the Staff’s views on whether specific spin-off transactions require registration under the Securities Act and the disclosure

Sonia Gupta Barros

U.S. Securities and Exchange Commission

September 15, 2015

Page 5

requirements related to those transactions.2 The Staff Legal Bulletin presented the Staff’s views on the matters presented therein and codified the Staff's views outlined in the prior no action letters.  An analysis of the no action letters previously issued by the Staff, therefore, provides helpful guidance on information the Staff expected to be provided to shareholders in spin-off transactions.  We believe the disclosures provided in the Information Statement, including the financial statement information presented, satisfy the disclosure requirements of those previously issued letters and the Staff Legal Bulletin.

The previously issued no action letters generally tie the disclosures required to the information that would be provided if the distributed subsidiary were to register an offering of securities using a Form S-1 registration statement.  On this basis, pursuant to the requirements of Form S-1, the distributed subsidiary would not be required to include parent company disclosure, parent company financial information or parent company pro forma financial information in its S-1 registration statement.  For instance, in Collins & Aikman Corporation (February 5, 1997), the request letter noted that:

The Proxy Statement will contain information regarding the Distribution and Wallcoverings substantially similar to that which would be required in connection with a Form S-1 registration statement relating to the Common Shares, including the financial information required by Regulation S-X and Regulation S-K in connection with a Form S-1 registration statement. In addition, as indicated above, prior to the consummation of the Distribution, the Common Shares will be registered under the Exchange Act on Form 10 pursuant to the Registration Statement.  (“Wallcoverings” was the business being distributed).

And in WMS Industries, Inc. (WMS Industries, Inc. (February 25, 1997), the request letter noted that:

In addition, prior to the Distribution, WMS will distribute an information statement (the “Information Statement ”) to its stockholders which will comply with the requirements of Regulation 14C under the Exchange Act and contain, among other things, financial and other information substantially similar to that which would be included in a registration statement on Form S-1 covering Hotel Corp. Common Stock. (“Hotel Corp” was the business being distributed).

_____________________________

2

See the following series of SEC Staff No Action Letters: Summit Energy, Inc. (March 29, 1988), Pacific Telesis Group (February 14, 1994), Valhi, Inc. (December 23, 1994), Signet Banking Corp. (February 14, 1995), Merrill Lynch & Co., Inc. (May 16, 1996), Axion Inc. (September 17, 1996), British Gas plc (December 4, 1996), Getty Petroleum Corp. (December 9, 1996), Collins & Aikman Corporation (February 5, 1997), Alco Standard Corporation (February 14, 1997), WMS Industries, Inc. (February 25, 1997), Trinity Industries, Inc. (February 27, 1997) and AB Electrolux (April 28, 1997).

Sonia Gupta Barros

U.S. Securities and Exchange Commission

September 15, 2015

Page 6

It is certainly possible that a company preparing an information statement in connection with a spin-off transaction could conclude that pro forma information of the parent company might be material to the company shareholders understanding of the transaction or the company to be spun off.  Companies could also voluntarily decide to include parent pro forma information in the information statement for marketing, liability or other purposes. The Company considered these facts and, in particular, its proposed future business relationship with Darden when making its determination regarding the information to be included in the Information Statement related to Darden. In assessing these facts and circumstances in connection with the Spin-Off, however, the Company does not believe that  pro forma information of Darden is required or necessary.

Therefore, we respectfully submit that the Information Statement satisfies the requirements of the Staff Legal Bulletin and provides invest

Mailstop 3233
September 9, 2015

Via E -mail
Anthony G. Morrow, Esq.
Corporate Secretary
Four Corners Property Trust, Inc.
1000 Darden Center Drive
Orlando, Florida  32837

Re: Four Corners Property Trust, Inc.
 Form 10
Filed August 11, 2015
File No. 001-37538

Dear Mr. Morrow :

We have reviewed your filing an d 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 busine ss days by providing the requested
information or advis e 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 and any amendment you may file in response to these
comments, we may have additional comments.

General

1. Please provide all information required by Form 10, including the r equired exhibits, and
complete all blanks in the information statement as soon as possible.

2. We note that you expect to elect and qualify to be subject to tax as a real estate
investment trust effective January 1, 2016.   Consequently, the assets Darden is
transferring to you in connection with the Spin -Off will be held through a n entity with a
different structure, and you will be subject to different regulatory requirements, than was
the case when the assets were owned by Darden.   Please provide us suppleme ntally with
your analysis regarding whether the new regulatory scheme results in a form of “value”
for purposes of the first condition of question four of Staff Legal Bulletin No. 4.   Please
specifically address the effect of the new REIT ownership structu re in your analysis.

Anthony G. Morrow, Esq.
Four Corners Property Trust, Inc.
September 9, 2015
Page 2

 3. We note from your disclosure on page 5 that you expect to incur debt pursuant to one or
more term loans.  We further note that, in connection with the Spin -Off, a portion of  the
proceeds of  your term loan borrowings will be transferre d to Darden and such cash will
be used to retire certain Darden debt .  Please provide us supplementally with your
analysis of the impact of these transactions on the first condition of question four of Staff
Legal Bulletin No. 4.

4. We note that your informa tion statement filed in Exhibit 99.1 does not include pro forma
information for Darden Restaurants, Inc.  Please provide your analysis of the disclosure
requirements included in Item 14(b) of Schedule 14A, in particular the pro forma
financial information for Darden.  Your analysis should address the applicability
requirements included in Item 14(a) based upon all quantitative and qualitative aspects of
the transaction relative to Darden.  Refer to question four of Staff Legal Bulletin 4 and
Instruction 4 t o Item 14 of Schedule 14A.

5. We note that you have incorporated by reference Darden’s annual report on Form 10 -K
for the year ended May 31, 2015.  To the extent that you continue to incorporate by
reference Darden’s annual report on Form 10 -K, or any portion thereof, please file the
relevant portions as an exhibit.  Refer to Rule 12b -23 under the Exchange Act.
Additionally, please file all applicable consents.  Refer to Exchange Act Rule 12b -36.

6. We note disclosure throughout your filing regarding agr eements with Darden being
negotiated on an arm’s length basis.  Please tell us how you can substantiate this
representation or revise to remove reference that these agreements are on an arm’s length
basis.

Summary

7. We note your disclosure regarding the plan of reorganization contemplated in the
Separation and Distribution Agreement.  Please revise your disclosure to describe this
plan of reorganization in more detail.  Additionally, please tell us what consideration you
have  given to providing a diagram depicting the organizational structure prior to and/or
immediately following the reorganization.

Conditions to the Spin -Off, page 51

8. We note that one of the conditions to the spin -off is that Darden shall have received
solvency and surplus opinions.  Please revise your disclosure to briefly describe the
nature of these opinions or tell us why you believe such disclosure is not material.

Anthony G. Morrow, Esq.
Four Corners Property Trust, Inc.
September 9, 2015
Page 3

 Dividend  Policy, page 53

9. Please clarify what you mean by your disclosure that your projected annual dividend
“would be equivalent to a $  per share Darden dividend per annum based on the relative
initial capitalization of Four Corners and Darden.”

10. We note from the table on page 54 that you are presenting a reconciliation of historical
pro forma net income to pro forma AFFO for the purpose of demonstrating the cash you
expect to be available for distribution for the 12 -month period following the Spin -Off.
Please expand upon your disclosure in this section to present pro forma net income  for
the trailing 12 -month period and, if applicable, to further adjust such trailing 12 -month
pro forma net income for changes in cash flows you expect over the following 12 months
in order to demonstrate a reasonable basis for your projected dividend, or  advise us why
you do not think this disclosure is material to investors.  We may have further comment.

Description of Financing and Material Indebtedness, page 55

11. It appears that you will disclose the amount to be available under your revolving credit
facility and the amount of principal to be borrowed on your term facilities.  To the extent
that any additional terms of the new debt are known although not finalized, please
provide such material terms including interest rates, maturity dates, collateral
requirements (if any), and any other material terms.

12. We note your disclosure on page 64 related to a debt discount associated with the new
debt.  Please revise to disclose the terms of the debt that will result in a debt discount.

13. Please tell us whethe r or not you will be drawing on the revolving credit facility in
connection with this Spin -Off.

Four Corners’ Unaudited Pro Forma Consolidated Financial Data, page 57

14. We note your disclosure that the Purging Distribution is not reflected as a pro forma
adjustment.  To the extent that you are able to estimate the Purging Distribution, please
revise your filing to disclose this estimate and the basis for your estimate.  To the extent
you are not able to estimate the Purging Distribution, revise to disclose that fact and tell
us why you are not able to provide an estimate at this time.

15. We note your disclosure on page 52 indicating that upon completion of the Spin -Off your
assets and liabilities will be recorded at their respective historical carrying values in
accordance with ASC 505 -60.  Please revise your pro forma disclosure to describe this
accounting treatment or include a cross reference to the disclosure on page 52.

Anthony G. Morrow, Esq.
Four Corners Property Trust, Inc.
September 9, 2015
Page 4

 Unaudited Pro Forma Consolidated Balance Sheet, page 59

16. Please revise the caption  for common stock to include the number of shares authorized
and outstanding on a pro forma basis.

Note 2 – Adjustments to Unaudited Pro Forma Consolidated Statements of Income (Loss), page
63

17. We note your adjustment (A).  Please disclose the differenc e between the pro forma
rental revenue recorded for the year ended December 31, 2014 and the amount of lease
payments due in the first lease year.

18. We note your adjustment (G).  Please expand to address diluted earnings per share.

Note 3 – Adjustments to Unaudited Pro Forma Consolidated Balance Sheet, page 63

19. We note your adjustment (B).  Please tell us how your presentation of a debt discount as
an asset is consistent with ASC 835 -30-45-1A.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
67

20. We note your disclosure on page 14 that conversion of existing Darden equity awards
will be determined prior to the Spin -Off and that such conversion will be described in
subsequent amendments.  We will continue to monit or your filing for disclosure of the
conversion.  Once known, please tell us how you will account for the conversion of
existing Darden equity awards.  Within your response, please reference the accounting
literature relied upon.

Income Taxes, page 70

21. We note your disclosure that “[t]he effective income tax rate was 11.5 percent and a
beneficial rate of 14.3 percent for the three months ended March 31, 2015 and 2014,
respectively.”   Please revise your disclosure to clarify what you mean by “beneficial
rate.”

Pro Forma Non -GAAP Measurements, page 73

22. Please revise to present Pro Forma FFO and Pro Forma FFO after income tax expense for
the interim period included elsewhere in the filing.

Anthony G. Morrow, Esq.
Four Corners Property Trust, Inc.
September 9, 2015
Page 5

 Our Relationship with Darden Following the Spin -Off

Expenses, page  101

23. We note your disclosure that “ all costs and expenses incurred and directly related to the
Spin-Off will be paid by Darden to the extent incurred and payable on or prior to the
distribution date, and will be paid by the party incurring the cost or expense to the extent
arising and payable following the distribution date. ”  We further note your disclosure on
page 58 that “[t] he non -recurring costs to effectuate the separation and our public
company registration will be entirely borne by Darden. ”  Fin ally, we note your disclosure
on page 20 that “[t]he costs of the Spin -Off could also adversely affect our financial
condition and our ability to make distributions. ”  Please revise your disclosure to
reconcile these statements, or tell us why the statemen ts do not need to be reconciled.
Additionally, please describe the fees and expenses associated with the Spin -Off.

Our Relationship with Darden Following the Spin -Off

Franchise Agreements, page 106

24. We note your disclosure regarding the Franchise Agree ments into which you and Darden
expect to enter.  It appears that the Franchise Agreements may be material contracts
required to be filed under Item 601(b)(10) of Regulation S -K.  If so, please include these
agreements or a form thereof in your exhibits to  the Form 10.

Audited Combined Financial Statements of Longhorn San Antonio Business

Note 1 – Summary of Significant Accounting Policies

Leases, page F -12

25. We note your lease terms include cancelable option periods where failure to exercise the
options would result in an economic penalty to you.  Please clarify for us the nature of the
economic penalty and how you determined that renewal is reasonably assured.  Refer to
ASC 840 -20.

Note 7 – Stock -Based Compensation, page F -17

26. We note you do not include  information related to the stock -based compensation activity
for corporate employees who support your restaurant.  Please tell us the amount, if any,
of stock based compensation related to corporate employees that has been allocated to
your Longhorn San A ntonio Business for all periods presented.  To the extent that these
amounts are material, tell us how you determined it was appropriate to exclude certain
disclosure information regarding the rel ated stock -based compensation. To the extent you
concluded t hat these amounts are not material, tell us how you made that determination.

Anthony G. Morrow, Esq.
Four Corners Property Trust, Inc.
September 9, 2015
Page 6

We urge  all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 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.

You may contact Jennifer Monick, Assistant Chief Accountant, at (202) 551 -3295  or
Jaime John, Accounting Branch Chief,  at (202) 551 -3446  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 -3655  with any other questions.

Sincerely,

 /s/ Sonia Gupta Barros

 Sonia Gupta Barros
Assistant Director
Office of Real Estate and
Commodities
cc: Laura A. Kaufmann Belkhayat
 Joseph Coco
Skadden, Arps, Slate, Meagher & Flom LLP