SecProbe.io

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 December 15, 2025

 VIA EDGAR

 Dorrie Yale
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate and Construction
 100 F Street, N.E.
 Washington, D.C. 20549

 Re: Acceleration Request for FrontView REIT, Inc. and FrontView Operating Partnership LP Registration Statement on Form S-3 (File No.
 333-292002 and 333-292002-01)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder,
 FrontView REIT, Inc. and FrontView Operating Partnership LP respectfully request that the effective date for the above captioned registration statement on Form S-3 (the “Registration Statement”), be accelerated so that the Registration Statement will
 be declared effective at 4:00 p.m. Eastern Time on December 17, 2025, or as soon thereafter as is practicable.

 Should you have any questions regarding the Registration Statement, Stuart A. Barr of Fried, Frank, Harris, Shriver
 & Jacobson LLP, counsel to the company,   at (202) 639-7486.

 Very truly yours,

 FRONTVIEW REIT, INC.

 /s/ Stephen Preston

 Name: Stephen Preston

 Title: Chairman, Chief Executive
 Officer and President

 FRONTVIEW OPERATING PARTNERSHIP LP

 /s/ Stephen Preston

 Name: Stephen Preston

 Title: Authorized Person

 cc: Stuart A. Barr, Fried, Frank, Harris, Shriver & Jacobson LLP

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    September 30, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Real Estate & Construction

    100 F Street, N.E.

    Washington, D.C. 20549

              Attention:

              Stacie Gorman

              Pamela Howell

              Brigitte Lippmann

              Howard Efron

              Jennifer Monick

          Re:

            FrontView REIT, Inc.

              Registration Statement on Form S-11, as amended

            File No. 333-282015

             Acceleration Request

               Requested Date: Tuesday, October 1, 2024

                 Requested Time: 4:30 P.M. Eastern Time

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of FrontView REIT, Inc. (the “Company”) that the effective date of the Company’s Registration Statement on
      Form S-11 (File No. 333-282015) be accelerated to October 1, 2024 at 4:30 p.m. Eastern Time or as soon thereafter as practicable.

    Pursuant to Rule 460 under the Securities Act, we, as the representatives, wish to advise you that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior
      to the requested effective time of the Registration Statement.

    We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the
      Securities Exchange Act of 1934, as amended.

    [Signature Page Follows]

            Very truly yours,

            Morgan Stanley & Co. LLC

            J.P. Morgan Securities LLC

            Wells Fargo Securities, LLC

            BofA Securities, Inc.

            As Representatives of the several Underwriters

            By:

            MORGAN STANLEY & CO. LLC

            By:

            /s/ Jesse Treverton

            Name:

            Jesse Treverton

            Title:

            Vice President

            By:

            J.P. MORGAN SECURITIES LLC

            By:

            /s/ Haley Trethaway

            Name:

            Haley Trethaway

            Title:

            Executive Director

            By:

            WELLS FARGO SECURITIES, LLC

            By:

            /s/ Rohit Mehta

            Name:

            Rohit Mehta

            Title:

            Executive Director

            By:

            BOFA SECURITIES, INC.

            By:

            /s/ Kevin King

            Name:

            Kevin King

            Title:

            Managing Director

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             FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

       Fried, Frank, Harris, Shriver & Jacobson LLP

      801 17th Street, NW

      Washington, DC 20006

      Tel: +1.202.639.7000

      Fax: +1.202.639.7003

      www.friedfrank.com

      September 30, 2024

      Via EDGAR

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      100 F. Street, N.E.

      Washington, D.C. 20549

                Re:

                FrontView REIT, Inc.
                  Registration Statement on Form S-11

                  Filed September 24, 2024

                  File No. 333-282015

      Ladies and Gentlemen:

      On behalf of FrontView REIT, Inc. (the “Company”), we are today filing an amendment to the Company’s above-referenced Registration
        Statement on Form S-11 (the “Registration Statement”). The Registration Statement has been revised to reflect the Company’s responses to comments of the Staff (the “Staff”)

        of the Securities and Exchange Commission (the “Commission”) in its letter dated September 27, 2024, relating to the Registration Statement. For ease of review, we have set forth below each of the numbered
        comments of your letter and the Company’s responses thereto.

      Your numbered comments originally issued with respect to the Registration Statement are reproduced below in bold text. The Company’s responses thereto are set forth immediately
        following the reproduced comment to which they relate. All references to page numbers in the Company’s responses are to the page numbers in Amendment No. 3 to the Registration Statement (“Amendment No. 3”).
        Capitalized terms used herein without definition have the meanings given in Amendment No. 3.

      Amendment No. 2 to Registration Statement on Form S-11

      Dilution, page 61

                1.

                We note your response to comment 1 and the updated footnotes on page 61. We continue to be unclear how you derived the Net decrease in pro forma net tangible
                    book value per share attributable to the REIT Contribution Transactions and the Internalization of $1.04 and the Increase in pro forma net tangible book value per share attributable to this offering of $1.37. In your response, please
                    provide us with the calculations you used to determine these amounts. For example, based on your revision to your filing, it appears you are utilizing $228.7 million as the numerator to arrive at the Increase in pro forma net tangible
                    book value per share attributable to this offering of $1.37; please further provide us with the denominator (i.e. share information) and the origin of the numbers used in the calculation. Provide similar information for the $1.04 Net
                    decrease in pro forma net tangible book value per share attributable to the REIT Contribution Transactions and the Internalization.

        801 17th Street, NW, Washington, DC 20006

        T:  +1.202.639.7000  friedfrank.com

        FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

                September 30, 2024

                Page 2

      In response to the Staff’s comment, the Company has revised its Dilution tabular disclosure on page 61 to improve the clarity of its presentation. As the Staff will see, the revised
        presentation includes footnote disclosure to identify that the conversion of the preferred units is included as part of the REIT Contribution Transactions.  In the Company’s prior presentation, the net tangible book value per share of the Company’s
        predecessor included the preferred units on an as converted basis.  As a result of this change, the amount shown for the net tangible book value per share of the Company’s predecessor and the amount shown for the net increase in net tangible book
        value per share attributable to the REIT Contribution Transactions and the Internalization are different than the Company’s prior presentation but the overall dilution calculations remain the same.  The change in presentation related to the
        conversion of the preferred units does not affect the line item for the net increase in net tangible book value per share attributable to the offering which remains $1.37.  The detailed calculations requested by the Staff that support the Dilution
        tabular disclosure are set forth below:

              Net tangible book value (a)

              Shares (b)

              Net tangible book value per share

              (a)/(b)

              Change in net tangible book value per share

              Net tangible book value of the Company’s predecessor

              $

              196,392,138

              Preferred Stock

              $

              (103,724,068

              )

              Net tangible book value of the Company’s predecessor

              $

              92,668,070

              7,519,613

              $

              12.32

              REIT Contribution Transactions

              $

              103,724,068

              5,080,877

              Internalization

              $

              579,234

              931,490

              Net tangible book value after the REIT Contribution Transactions and Internalization

              $

              196,971,372

              13,531,980

              $

              14.55

              $

              2.23

              Gross offering proceeds

              $

              250,800,000

              13,200,000

              Underwriting fees, discounts and commissions and offering expenses

              $

              (22,120,234

              )

              Pro forma net tangible book value after the REIT Contribution Transactions, the Internalization, and the offering

              $

              425,651,138

              26,731,980

              $

              15.92

              $

              1.37

      FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

                September 30, 2024

                Page 3

      Pro Forma Condensed Consolidated Financial Statements, page F-2

                2.

                We note your response to comment 5. Please address the following:

                •

                We are unclear how you determined it was not necessary to reflect the termination of the management arrangement of $37.6 million within your pro forma consolidated
                  statement of operations. Please tell us your basis in Article 11 of Regulation S-X for determining it is not necessary to reflect this expense.

      In response to the Staff’s comment, the Company has revised its pro forma financial statements to include the termination of the management arrangement.

                •

                It appears that you determined 931,490 shares of OP Units to be issued resulted in a value of $38.8 million. In light of the midpoint of the price range for this offering
                  being $19.00 per share, please clarify how you determined that 931,490 shares of OP Units to be issued resulted in a value of $38.8 million. To the extent that the value of the consideration paid for the Internalization should be
                  determined based on something other than the offering price, please tell us your basis in U.S. GAAP for such determination.

        In response to the Staff’s comment, the Company hereby advises that the $38.8 million amount does not represent the fair value of the 931,490 OP Units. Instead, the $38.8 million is simply an
          amount that is included in a formula contained in the Internalization Agreement to determine the number of OP Units to be issued pursuant to the Internalization. The fair value of the 931,490 OP Units to be issued equals approximately $17.7
          million, which is based on the assumed IPO price of $19.00 per share (the midpoint of the price range). Further, in response to the Staff’s comment, the Company has revised the disclosure in the second and third paragraphs of footnote (C) and the
          first paragraph of footnote (H) to the pro forma financial statements.

      If you have any questions or comments concerning this submission, please do not hesitate to contact me at (202) 639-7486.

              Very truly yours,

               /s/ Stuart A. Barr

                    Stuart A. Barr

      cc:          FrontView REIT, Inc.

      Stephen Preston

      Co-Chief Executive Officer and Co-President

      Randall Starr

      Co-Chief Executive Officer and Co-President

CORRESP
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    FrontView REIT, Inc.

    3131 McKinney Avenue, Suite L10,

    Dallas, Texas 75204

    September 30, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Real Estate & Construction

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

    Stacie Gorman

     Pamela Howell

     Brigitte Lippmann

      Howard Efron

      Jennifer Monick

            Re:

            FrontView REIT, Inc.

              Registration Statement on Form S-11, as amended (File No. 333-282015)

              Request for Acceleration of Effective Date

    To the addressees set forth above:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, FrontView REIT, Inc. (the “Company”) hereby requests acceleration of the effective
      date of the above-referenced Registration Statement on Form S-11 (File No. 333-282015) (as amended, the “Registration Statement”). The Company respectfully requests that the Registration Statement become
      effective as of 4:30 p.m., Eastern Time, on October 1, 2024, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by telephone to the staff of the Division of Corporation Finance of the
      Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Fried, Frank, Harris, Shriver & Jacobson LLP, by calling Stuart A. Barr at (202) 639-7486.

    Thank you for your assistance in this matter.

            Sincerely,

            FrontView REIT, Inc.

            By:

              /s/ Stephen Preston

            Name:

            Stephen Preston

            Title: 

            Chairman, Co-Chief Executive Officer and Co-President

            cc:

            Randall Starr, FrontView REIT, Inc.

              Timothy Dieffenbacher, FrontView REIT, Inc.

              Stuart A. Barr, Esq., Fried, Frank, Harris, Shriver & Jacobson LLP

              Kerry E. Johnson, Esq., DLA Piper LLP (US)

September 27, 2024
Stephen Preston
Co-Chief Executive Officer
FrontView REIT, Inc.
3131 McKinney Avenue
Suite L10
Dallas, TX 75204
Re:FrontView REIT, Inc.
Amendment No. 2 to Registration Statement on Form S-11
Filed September 27, 2024
File No. 333-282015
Dear Stephen Preston:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 26, 2024, letter.
Amendment No. 2 to Registration Statement on Form S-11
Dilution, page 61
We note your response to comment 1 and the updated footnotes on page 61. We continue
to be unclear how you derived the Net decrease in pro forma net tangible book value per
share attributable to the REIT Contribution Transactions and the Internalization of $1.04
and the Increase in pro forma net tangible book value per share attributable to this
offering of $1.37. In your response, please provide us with the calculations you used to
determine these amounts. For example, based on your revision to your filing, it appears
you are utilizing $228.7 million as the numerator to arrive at the Increase in pro forma net
tangible book value per share attributable to this offering of $1.37; please further provide
us with the denominator (i.e. share information) and the origin of the numbers used in the
calculation. Provide similar information for the $1.04 Net decrease in pro forma net 1.

September 27, 2024
Page 2
tangible book value per share attributable to the REIT Contribution Transactions and the
Internalization.
Pro Forma Condensed Consolidated Financial Statements, page F-2
2.We note your response to comment 5. Please address the following:
•We are unclear how you determined it was not necessary to reflect the termination of
the management arrangement of $37.6 million within your pro forma consolidated
statement of operations. Please tell us your basis in Article 11 of Regulation S-X for
determining it is not necessary to reflect this expense.
•It appears that you determined 931,490 shares of OP Units to be issued resulted in a
value of $38.8 million. In light of the midpoint of the price range for this offering
being $19.00 per share, please clarify how you determined that 931,490 shares of OP
Units to be issued resulted in a value of $38.8 million. To the extent that the value of
the consideration paid for the Internalization should be determined based on
something other than the offering price, please tell us your basis in U.S. GAAP for
such determination.
            Please contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart A. Barr, Esq.

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              Fried, Frank, Harris, Shriver & Jacobson LLP

    Fried, Frank, Harris, Shriver & Jacobson LLP

    801 17th Street, NW

    Washington, DC 20006

    Tel: +1.202.639.7000

    Fax: +1.202.639.7003

    www.friedfrank.com

    September 27, 2024

    Via EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Re:         FrontView REIT, Inc.

    Registration Statement on Form S-11

    Filed September 24, 2024

    File No. 333-282015

    Ladies and Gentlemen:

    On behalf of FrontView REIT, Inc. (the “Company”), we are today filing an amendment to the Company’s above-referenced Registration Statement on
      Form S-11 (the “Registration Statement”). The Registration Statement has been revised to reflect the Company’s responses to comments of the Staff (the “Staff”) of the
      Securities and Exchange Commission (the “Commission”) in its letter dated September 26, 2024, relating to the Registration Statement. For ease of review, we have set forth below each of the numbered comments of
      your letter and the Company’s responses thereto.

    Your numbered comments originally issued with respect to the Registration Statement are reproduced below in bold text. The Company’s responses thereto are set forth immediately following the
      reproduced comment to which they relate. All references to page numbers in the Company’s responses are to the page numbers in Amendment No. 2 to the Registration Statement (“Amendment No. 2”). Capitalized terms
      used herein without definition have the meanings given in Amendment No. 2.

    Amendment No. 1 to Registration Statement on Form S-11

    Dilution, page 61

              1.

              Please clarify for us how you derived the Net decrease in pro forma net tangible book value per share attributable to the REIT Contribution Transactions and the Internalization of $1.04 and
                the Increase in pro forma net tangible book value per share attributable to this offering of $1.37.

    In response to the Staff’s comment, the Company has added two additional footnotes to the Dilution table on page 61 of Amendment No. 2 describing how the Company derived the Net decrease in pro forma
      net tangible book value per share attributable to the REIT Contribution Transactions and the Internalization and the Increase in pro forma net tangible book value per share attributable to this offering.

              2.

              We note your tabular presentation showing $228.7 million of cash contributions by the New investors. Please revise to present the total public contribution from the offering of $250.8M, or
                tell us how you determined such revision is unnecessary. Refer to Item 506 of Regulation S-K.

    In response to the Staff’s comment, the Company has revised the table on the bottom of page 61 of Amendment No. 2 to present the total public cash contribution from the from the offering.

    Management’s Discussion and Analysis of Financial Condition and Results of Operations

    Overview, page 65

              3.

              We note your revised disclosure that your New Revolving Credit Facility and New Delayed Draw Term Loan will provide additional sources of debt funding of up to $250 million and $200
                million, respectively. Please further revise to disclose your available debt funding from these sources on a pro forma basis.

    In response to the Staff’s comments, the Company has revised the disclosure on page 66 of Amendment No. 2 to disclose its available debt funding from the New Revolving Credit Facility and New Delayed
      Draw Term Loan on a pro forma basis.

    Certain Relationships and Related Party Transactions

    Outsourcing Agreement, page 137

              4.

              We note that you have added disclosure regarding an agreement with North American Asset Management Corp. Please clarify the other services for which you may rely on NAAM, and the nature of
                the relationship. Further, please provide disclosure regarding this relationship in your summary and business section as appropriate, including detailed disclosure regarding your compensation arrangement.

    In response to the Staff’s comment, the Company has revised the disclosure on page 138 of Amendment No. 2. The Company has included the revised disclosure in the summary and business sections of
      Amendment No. 2 on pages 13 and 116 of Amendment No. 2, respectively. Finally, the Company has entered into an Amended and Restated Outsourcing Agreement and has filed the agreement as Exhibit 10.20 to Amendment No. 2.

    Pro Forma Condensed Consolidated Financial Statements, page F-22

              5.

              We refer you to footnotes (C) and (H) which indicate the total amount of consideration for the Internalization is $38.8 million and that $37.6 million is the termination cost of the
                management arrangement. Please address the following:

              •

              Please tell us and revise footnotes (C) and (H) to clarify how the $37.6 million is reflected in the Unaudited Pro Forma financial statements.

    In response to the Staff’s comment, the Company has included additional disclosure in the first bullet of the third paragraph of footnote (C) and the first paragraph of footnote (H) to the pro forma
      financial statements.

              •

              To the extent the pro forma adjustments related to these footnotes include amounts that are netted to arrive at a single line item within your pro forma financial statements, please revise
                to disaggregate these amounts in the respective footnotes so that the various components are presented.

    In response to the Staff’s comment, the Company has included additional disclosure in the first bullet to the fourth paragraph of footnote (C) to the pro forma financial statements.

              •

              Please tell us how the consideration of $38.8 million and termination cost of $37.6 million were derived and how the termination cost is related to the 931,490 shares of OP Units to be
                issued.

    In response to the Staff’s comment, the Company has included additional disclosure in the second paragraph of footnote (C) to the pro forma financial statements.

              6.

              We note your $3.9 million non-cash compensation expense adjustment to arrive at your estimated cash available for distribution as well as AFFO and your $1.9 million non-cash compensation
                expense adjustment to arrive at AFFO and Adjusted EBITDAre. Please tell us where these adjustments are presented in the pro forma statements of operations and update the pro forma footnote disclosures as needed.

    In response to the Staff’s comment, the Company has included additional disclosure in the third paragraph of footnote (H) to the pro forma financial statements.

              7.

              We note your disclosure of the one-time grant of 556,717 RSUs shortly after consummation of the offering. Please tell us if such grant is reflected in the pro forma financial information.
                To the extent this grant is not reflected, please tell us how you determined it was not necessary to do so. To the extent this grant is reflected, please tell us and clarify in your footnotes where such grant is reflected. Reference is made
                to Article 11 of Regulation S-X.

    In response to the Staff’s comment, the Company has included additional disclosure in the third paragraph of footnote (H) to the pro forma financial statements.

              8.

              We note your disclosure of the outsourcing agreement on page 137. Please tell us what consideration you gave to reflecting this agreement within your pro forma financial information.
                Reference is made to Article 11 of Regulation S-X.

    In response to the Staff’s comment, the Company has included additional disclosure in the fourth paragraph of footnote (H) to the pro forma financial statements.

    Signatures, page II-7

              9.

              Please include the signature of your controller or principal accounting officer, as required

    by Instruction 1 to the Signatures to Form S-11.

    The Company acknowledges the Staff’s comment and has updated Mr. Timothy Dieffenbacher’s signature block to include the title of Principal Accounting Officer and included Mr. Dieffenbacher’s
      signature on his signature block.

    If you have any questions or comments concerning this submission, please do not hesitate to contact me at (202) 639-7486.

    Very truly yours,

    /s/ Stuart A. Barr

         Stuart A. Barr

    cc:   FrontView REIT, Inc.

    Stephen Preston

    Co-Chief Executive Officer and Co-President

    Randall Starr

    Co-Chief Executive Officer and Co-President

September 26, 2024
Stephen Preston
Co-Chief Executive Officer
FrontView REIT, Inc.
3131 McKinney Avenue
Suite L10
Dallas, TX 75204
Re:FrontView REIT, Inc.
Amendment No. 1 to Registration Statement on Form S-11
Filed September 24, 2024
File No. 333-282015
Dear Stephen Preston:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-11
Dilution, page 61
1.Please clarify for us how you derived the Net decrease in pro forma net tangible book
value per share attributable to the REIT Contribution Transactions and the
Internalization of $1.04 and the Increase in pro forma net tangible book value per share
attributable to this offering of $1.37.
2.We note your tabular presentation showing $228.7 million of cash contributions by
the New investors. Please revise to present the total public contribution from the offering
of $250.8M, or tell us how you determined such revision is unnecessary. Refer to Item
506 of Regulation S-K.

September 26, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 65
3.We note your revised disclosure that your New Revolving Credit Facility and New
Delayed Draw Term Loan will provide additional sources of debt funding of up to $250
million and $200 million, respectively. Please further revise to disclose your available
debt funding from these sources on a pro forma basis.
Certain Relationships and Related Party Transactions
Outsourcing Agreement, page 137
4.We note that you have added disclosure regarding an agreement with North American
Asset Management Corp. Please clarify the other services for which you may rely on
NAAM, and the nature of the relationship. Further, please provide disclosure regarding
this relationship in your summary and business section as appropriate, including detailed
disclosure regarding your compensation arrangement.
Pro Forma Condensed Consolidated Financial Statements, page F-22
5.We refer you to footnotes (C) and (H) which indicate the total amount of consideration for
the Internalization is $38.8 million and that $37.6 million is the termination cost of the
management arrangement. Please address the following:
•Please tell us and revise footnotes (C) and (H) to clarify how the $37.6 million is
reflected in the Unaudited Pro Forma financial statements.
•To the extent the pro forma adjustments related to these footnotes include amounts
that are netted to arrive at a single line item within your pro forma financial
statements, please revise to disaggregate these amounts in the respective footnotes so
that the various components are presented.
•Please tell us how the consideration of $38.8 million and termination cost of $37.6
million were derived and how the termination cost is related to the 931,490 shares of
OP Units to be issued.
6.We note your $3.9 million non-cash compensation expense adjustment to arrive at your
estimated cash available for distribution as well as AFFO and your $1.9 million non-cash
compensation expense adjustment to arrive at AFFO and Adjusted EBITDAre. Please tell
us where these adjustments are presented in the pro forma statements of operations and
update the pro forma footnote disclosures as needed.
7.We note your disclosure of the one-time grant of 556,717 RSUs shortly after
consummation of the offering. Please tell us if such grant is reflected in the pro forma
financial information. To the extent this grant is not reflected, please tell us how you
determined it was not necessary to do so. To the extent this grant is reflected, please tell
us and clarify in your footnotes where such grant is reflected. Reference is made to Article
11 of Regulation S-X.
8.We note your disclosure of the outsourcing agreement on page 137. Please tell us what
consideration you gave to reflecting this agreement within your pro forma financial
information. Reference is made to Article 11 of Regulation S-X.

September 26, 2024
Page 3
Signatures, page II-7
9.Please include the signature of your controller or principal accounting officer, as required
by Instruction 1 to the Signatures to Form S-11.
            Please contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart A. Barr, Esq.

CORRESP
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            FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

    Fried, Frank, Harris, Shriver & Jacobson LLP

    801 17th Street, NW

    Washington, DC 20006

    Tel: +1.202.639.7000

    Fax: +1.202.639.7003

    www.friedfrank.com

    September 24, 2024

    Via EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

            Re:

            FrontView REIT, Inc.

            Registration Statement on Form S-11

            Filed September 9, 2024

            File No. 333-282015

    Ladies and Gentlemen:

    On behalf of FrontView REIT, Inc. (the “Company”), we are today filing an amendment to the Company’s above-referenced Registration Statement on
      Form S-11 (the “Registration Statement”). The Registration Statement has been revised to reflect the Company’s responses to comments of the Staff (the “Staff”) of the
      Securities and Exchange Commission (the “Commission”) in its letter dated September 19, 2024, relating to the Registration Statement. For ease of review, we have set forth below each of the numbered comments of
      your letter and the Company’s responses thereto.

    Your numbered comments originally issued with respect to the Registration Statement are reproduced below in bold text. The Company’s responses thereto are set forth immediately following the
      reproduced comment to which they relate. All references to page numbers in the Company’s responses are to the page numbers in Amendment No. 1 to the Registration Statement (“Amendment No. 1”). Capitalized terms
      used herein without definition have the meanings given in Amendment No. 1.

    Registration Statement on Form S-11

    Risk Factors

    Termination of our employment agreements with certain members ..., page 42

          1.

            We note your response to comment 7 of our letter dated September 19, 2023. Please revise your risk factor to disclose the circumstances under which you would be required to pay members of management termination
              fees and identify the members to which this applies.

    The Company acknowledges the Staff’s comment and has updated the risk factor on page 42 of Amendment No. 1 to disclose the circumstances under which the Company would be required to pay members of management termination fees and to identify the members of management to which this applies.

    One New York Plaza, New York, New York 10004—1089

    T:  +1.212.859.8000  friedfrank.com

    Fried, Frank, Harris, Shriver & Jacobson LLP

            Division of Corporation Finance - Office of Real Estate & Construction

            United States Securities and Exchange Commission

            September 24, 2024

            Page 2

    Pro Forma Condensed Consolidated Financial Statements, page F-9

          2.

            We note your disclosure on page 75 indicates your New Delayed Draw Term Loan will be used to repay the existing indebtedness outstanding under the ABS Notes. We further note disclosure throughout your filing that
              the anticipated repayment date for the ABS Notes is December 2024. Please revise to present the pro forma effect from the draw of the New Delayed Draw Term Loan and the repayment of your ABS Notes within your pro forma financial statements,
              or tell us how you determined the presentation of this transaction is not necessary. Reference is made to Article 11 of Regulation S-X.

    The Company acknowledges the Staff’s comment and has revised the presentation on page F-9 in its unaudited pro forma condensed consolidated financial statements to reflect the pro forma effect from
      the draw of the New Delayed Draw Term Loan and the repayment of the ABS Notes.

          3.

            We refer you to your Adjustment (G) to the Unaudited Pro Forma Condensed Consolidated Statement of Operations. Please revise to also remove the related $337,000 gain on sale of real estate, or tell us how you
              determined such revision is not necessary.

    The Company acknowledges the Staff’s comment and has revised Adjustment (G) to its unaudited pro forma condensed consolidated statement of operations to remove the related $337,000 gain on sale of
      real estate.

    Exhibit 8.1, page II-4

          4.

            We note the disclosure states that the opinion “is rendered only to you and is solely for your benefit.” Please have counsel revise to clarify that shareholders may rely on the opinion. For guidance, please refer
              to Section III.D.1 of Staff Legal Bulletin No. 19 (CF).

    The Company acknowledges the Staff’s comment and has filed an updated Exhibit 8.1 opinion to Amendment No. 1 stating that shareholders may rely on the opinion.

    If you have any questions or comments concerning this submission, please do not hesitate to contact me at (202) 639-7486.

            Very truly yours,

            /s/ Stuart A. Barr

                 Stuart A. Barr

    cc:          FrontView REIT, Inc.

    Stephen Preston

    Co-Chief Executive Officer and Co-President

    Randall Starr

    Co-Chief Executive Officer and Co-President

September 19, 2024
Stephen Preston
Co-Chief Executive Officer
FrontView REIT, Inc.
3131 McKinney Avenue
Suite L10
Dallas, TX 75204
Re:FrontView REIT, Inc.
Registration Statement on Form S-11
Filed September 9, 2024
File No. 333-282015
Dear Stephen Preston:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-11
Risk Factors
Termination of our employment agreements with certain members ..., page 41
1.We note your response to comment 7 of our letter dated September 19, 2023. Please
revise your risk factor to disclose the circumstances under which you would be required to
pay members of management termination fees and identify the members to which this
applies.
Pro Forma Condensed Consolidated Financial Statements, page F-2
We note your disclosure on page 75 indicates your New Delayed Draw Term Loan will be
used to repay the existing indebtedness outstanding under the ABS Notes. We further note
disclosure throughout your filing that the anticipated repayment date for the ABS Notes is
December 2024. Please revise to present the pro forma effect from the draw of the New
Delayed Draw Term Loan and the repayment of your ABS Notes within your pro forma 2.

September 19, 2024
Page 2
financial statements, or tell us how you determined the presentation of this transaction is
not necessary. Reference is made to Article 11 of Regulation S-X.
3.We refer you to your Adjustment (G) to the Unaudited Pro Forma Condensed
Consolidated Statement of Operations. Please revise to also remove the related $337,000
gain on sale of real estate, or tell us how you determined such revision is not necessary.
Exhibit 8.1, page II-4
4.We note the disclosure states that the opinion "is rendered only to you and is solely for
your benefit." Please have counsel revise to clarify that shareholders may rely on the
opinion. For guidance, please refer to Section III.D.1 of Staff Legal Bulletin No. 19 (CF).
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart A. Barr, Esq.

CORRESP
1
filename1.htm

    [FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP LETTERHEAD]

    Fried, Frank, Harris, Shriver & Jacobson LLP

    801 17th Street, NW

    Washington, DC 20006

    Tel: +1.202.639.7000

    Fax: +1.202.639.7003

    www.friedfrank.com

    September 9, 2024

    Via EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Re:
      FrontView REIT, Inc.

    Registration Statement on Form S-11

    Filed September 6, 2024

    CIK No. 0001988494

    Ladies and Gentlemen:

    On behalf of FrontView REIT, Inc. (the “Company”), we hereby submit to the Securities and Exchange Commission (the “Commission”) the Company’s Registration Statement on Form S-11 (the “Registration Statement”).

    Your numbered comments originally issued with respect to the Initial Draft Registration Statement, which was confidentially submitted to the Commission on August 23, 2023, are
      reproduced below in bold text. The Company’s responses thereto are set forth immediately following the reproduced comment to which they relate. All references to page numbers in the Company’s responses are to the page numbers in the Registration
      Statement. Capitalized terms used herein without definition have the meanings given in the Registration Statement.

    Certain Terms Used in this Prospectus, page v

          1.

            We note that you will enter into a New Delayed Draw Term Loan and a New Revolving Credit Facility. Please file these agreements as exhibits pursuant to Item 601(b)(10) of Regulation S-K and
              identify the counter-parties to these agreements. Also, file the Revolving Credit Facility and Term Loan Credit Facility referenced on page vi.

    In response to the Staff’s comment, the Company has filed the credit agreement governing the Company’s New Delayed Draw Term Loan and the New Revolving Credit
      Facility as exhibit 10.19 to the Registration Statement. The Company has also filed the Revolving Credit Facility and Term Loan Credit Facility as exhibits 10.17 and 10.18, respectively, to the Registration Statement.

    Efficiency, page 4

          2.

            Please disclose the amount of total debt that you may incur and quantify your debt service obligations. Also revise your summary risk factors and risk factor heading on page 40 to disclose this
              risk.

    In response to the Staff’s comment, the Company has updated the disclosure on pages 4 and 97 of the Registration Statement describing the total debt the Company may
      incur and quantifying its debt service obligations.  The Company has also revised its summary risk factors on page 11 of the Registration Statement to disclose this risk. The Company also directs the Staff to its disclosure in the risk factor on
      pages 37 and 38 of the Registration Statement which discloses this risk.

    Division of Corporation Finance - Office of Real Estate & Construction

      United States Securities and Exchange Commission

      September 9, 2024

      Page 2

    Risks Related to our Organizational Structure

    Termination of our employment agreements, page 39

          3.

            Please disclose the circumstances under which you would be required to pay members of management termination fees and identify the members to which this applies. Additionally, in the executive
              compensation section, disclose the material terms of the agreements. Refer to Item 402(o) of Regulation S-K.

    In response to the Staff’s comment, please refer to pages 128 and 129 of the Registration Statement under the sub-heading “Payments upon Certain Events of
      Termination or Change in Control” for disclosure regarding the circumstances under which the Company would be required to pay members of management termination fees.  In addition, please see pages 127 through
      129 of the Registration Statement under the sub-headings entitled “Executive Officer Employment Agreements” and “Payments upon Certain Events of Termination or Change in Control” for disclosure of the material
      terms of the employment agreements with our executive officers.

    Management’s Discussion and Analysis, page 61

          4.

            Under Description of Certain Debt to be Outstanding After This Offering, please describe the material financial covenants in your debt agreements.

    In response to the Staff’s comment, the Company advises the Staff that the Company has updated the disclosure on pages 73 through 75 of the Registration Statement
      to describe the material financial covenants in its debt agreements.

    If you have any questions or comments concerning this submission, please do not hesitate to contact me at (202) 639-7486.

            Very truly yours,

            /s/ Stuart A. Barr

            Stuart A. Barr

            cc:

            FrontView REIT, Inc.

            Stephen Preston

            Co-Chief Executive Officer and Co-President

            Randall Starr

            Co-Chief Executive Officer and Co-President

August 2, 2024
Stephen Preston
Co-Chief Executive Officer
FrontView REIT, Inc.
3131 McKinney Avenue
Suite L10
Dallas, TX 75204
Re:FrontView REIT, Inc.
Amendment No. 4 to Draft Registration Statement on Form S-11
Submitted July 10, 2024
CIK No. 0001988494
Dear Stephen Preston:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 4 to Draft Registration Statement on Form S-11
Notes to Consolidated Financial Statements of NADG NNN Property Fund LP
2. Accounting Policies for Financial Statements, page F-19
1.We note you recorded an impairment loss related to an asset held for investment and an
asset held for sale. With respect to your nonrecurring fair value measurements of such
assets, please clarify for us and in your filing which level of the fair value hierarchy these
assets are categorized. Further, please clarify for us and in your filing if the impaired asset
held for sale is still owned at December 31, 2023. Finally, to the extent these assets are
categorized within Level 3 and still owned at December 31, 2023, please revise to provide
quantitative information about the significant unobservable inputs used in the fair value
measurement of these assets, or tell us how you determined such disclosures are not
necessary. Please refer to ASC 820-10-50-2.

August 2, 2024
Page 2
General
2.Please note that we continue to monitor your disclosure for responses to comments 2, 4, 7
and 9 of our letter dated September 19, 2023.
            Please contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart A. Barr, Esq.

United States securities and exchange commission logo
December 22, 2023
Stephen Preston
Co-Chief Executive Officer
FrontView REIT, Inc.
3131 McKinney Avenue
Suite L10
Dallas, TX 75204
Re:FrontView REIT, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-11
Submitted December 13, 2023
CIK No. 0001988494
Dear Stephen Preston:
            We have reviewed your amended draft registration statement and have the following
comment.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 2 to Draft Registration Statement on Form S-11
Dilution, page 58
1.We note your revision to your dilution table on page 58 to aggregate the increase in pro
forma net tangible book value per share attributable to the REIT
Contribution Transactions and Internalization with decrease in pro forma net tangible
book value per share attributable to the offering. Please revise to disaggregate the impact
of the REIT Contribution Transactions and Internalization from the impact from the
offering, or advise. Please refer to Item 506 of Regulation S-K.

 FirstName LastNameStephen  Preston
 Comapany NameFrontView REIT, Inc.
 December 22, 2023 Page 2
 FirstName LastName
Stephen  Preston
FrontView REIT, Inc.
December 22, 2023
Page 2
            Please contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Stuart A. Barr, Esq.

United States securities and exchange commission logo
November 16, 2023
Stephen Preston
Co-Chief Executive Officer
FrontView REIT, Inc.
3131 McKinney Avenue
Suite L10
Dallas, TX 75204
Re:FrontView REIT, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-11
Submitted October 31, 2023
CIK No. 0001988494
Dear Stephen Preston:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-11
Our Business and Growth Strategies , page 3
1.We note your response to prior comment 5.  Please clarify the term "last look."
Risk Factors
We have identified a material weakness . . ., page 29
2.We note your response to prior comment 6; however, you have not clarified the status of
the material weaknesses. Please disclose when the company expects the material
weaknesses to be remediated or advise.

 FirstName LastNameStephen  Preston
 Comapany NameFrontView REIT, Inc.
 November 16, 2023 Page 2
 FirstName LastNameStephen  Preston
FrontView REIT, Inc.
November 16, 2023
Page 2
Distribution Policy, page 54
3.Please describe in detail the restrictions in your debt agreements and their potential impact
on your ability to pay the distributions at the rates identified.
Dilution, page 58
4.We note your response to prior comment 8 and we reissue the comment because our
comment related to note (1) and (2) to the second table within your dilution
disclosure. Please tell us how the information in note (1) and note (2) to the table on page
59 are reflective of the effective cash contribution. Please refer to Item 506 of Regulation
S-K.
Management's Discussion and Analysis...
Factors that Affect our Results of Operations and Financial Condition, page 62
5.You state in response to prior comment 10 that all your leases are net leases; however, you
have not clarified whether your leases are single net lease, double net lease or triple net
lease. Nor have you provided a more detailed description of how many of these leases you
have in each of these categories.  Please provide this disclosure or advise.
Unaudited Pro Forma Condensed Consolidated Financial Statements, page F-2
6.We note you state that the unaudited pro forma condensed consolidated statement of
operations for the six months ended June 30, 2023 and for the year ended December 31,
2022 gives effect to the Company’s initial public offering and certain other completed and
proposed transactions, as if these events had occurred on January 1, 2023 and January 1,
2022, respectively. Please revise your unaudited pro forma condensed consolidated
statement of operations for the six months ended June 30, 2023 to give effect to such
transactions as if the events occurred on January 1, 2022, the beginning of the fiscal year
presented. Reference is made to Rule 11-02 of Regulation S-X.
7.We note your adjustment (J). Please tell us how you determined it was appropriate to
reflect a gain on joint venture acquisition within the unaudited pro forma condensed
consolidated statement of operations for the six months ended June 30, 2023 and for the
year ended December 31, 2022, as opposed to just one such statement. Reference is made
to Rule 11-02 of Regulation S-X.
8.We note your adjustment (J). It does not appear that you have reflected an adjustment for
the accretion of fair value increment of assumed indebtedness within your unaudited pro
forma condensed consolidated statements of operations. Please advise or revise.
7. Partners' Capital, page F-34
9.We note your response to prior comment 21. Please enhance your disclosure within the
notes to your audited financial statements to convey similar disclosure to that which you
added on page F-62 to your interim financial statements.

 FirstName LastNameStephen  Preston
 Comapany NameFrontView REIT, Inc.
 November 16, 2023 Page 3
 FirstName LastName
Stephen  Preston
FrontView REIT, Inc.
November 16, 2023
Page 3
9. Convertible Non-Controlling Preferred Interests, page F-35
10.We note your response to prior comment 22.  Please additionally provide this policy
disclosure within the notes to your audited financial statements.
            Please contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Stuart A. Barr, Esq.

United States securities and exchange commission logo
September 19, 2023
Stephen Preston
Co-Chief Executive Officer
FrontView REIT, Inc.
3131 McKinney Avenue
Suite L10
Dallas, TX 75204
Re:FrontView REIT, Inc.
Draft Registration Statement on Form S-11
Submitted August 23, 2023
CIK No. 0001988494
Dear Stephen Preston:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-11
Table of Contents, page ii
1.We note the statement that you cannot assure the accuracy or completeness of the data
prepared by other sources.  Please delete this disclaimer to eliminate the implication that
you are not responsible for the accuracy of the information you elect to include in your
prospectus.
Certain Terms Used in this Prospectus, page v
2.We note that you will enter into a New Delayed Draw Term Loan and a New Revolving
Credit Facility.  Please file these agreements as exhibits pursuant to Item 601(b)(10) of

 FirstName LastNameStephen  Preston
 Comapany NameFrontView REIT, Inc.
 September 19, 2023 Page 2
 FirstName LastNameStephen  Preston
FrontView REIT, Inc.
September 19, 2023
Page 2
Regulation S-K and identify the counter-parties to these agreements. Also, file the
Revolving Credit Facility and Term Loan Credit Facility referenced on page vi.
Prospectus Summary, page 1
3.Please disclose here and in the risk factors that you have experienced net losses the past
two years and describe the material impact these losses may have on your business,
operations and financial condition.
Actively Manage our Balance Sheet to Maximize Capital Efficiency, page 4
4.Please disclose the amount of total debt that you may incur and quantify your debt service
obligations.  Also revise your summary risk factors and risk factor heading on page 40 to
disclose this risk.
Our Business and Growth Strategies
Broad Market Relationships Drive Acquisition Pipeline, page 4
5.Please clarify how you plan to obtain a "last look" for other opportunities.
Risk Factors
We have identified a material weakness . . ., page 29
6.Please clarify the status of the material weaknesses and their components disclosed here.
Also describe your remediation process.  If the material weaknesses have not been
remediated, please disclose when and how the company expects to do so.
Risks Related to our Organizational Structure
Termination of our employment agreements . . ., page 39
7.Please disclose the circumstances under which you would be required to pay members of
management termination fees and identify the members to which this applies.
Additionally, in the executive compensation section, disclose the material terms of the
agreements.  Refer to Item 402(o) of Regulation S-K.
Dilution, page 57
8.We note your table on page 58.  Please tell us how the information in note (1) and note (2)
to the table are reflective of the effective cash contribution.  Please refer to Item 506 of
Regulation S-K.
Management's Discussion and Analysis . . ., page 61
9.Under Description of Certain Debt to be Outstanding After This Offering, please describe
the material financial covenants in your debt agreements.

 FirstName LastNameStephen  Preston
 Comapany NameFrontView REIT, Inc.
 September 19, 2023 Page 3
 FirstName LastNameStephen  Preston
FrontView REIT, Inc.
September 19, 2023
Page 3
Factors that Affect our Results of Operations and Financial Condition, page 62
10.Under your description of net lease terms, you state that substantially all of your leases are
net leases pursuant to which your tenants generally are obligated to pay customary
expenses associated with the leased property such as real estate taxes, insurance,
maintenance and repairs, and in many cases capital costs.  This appears to be a triple net
lease.  Please clarify whether your leases are net lease, single net lease, double net lease or
triple net lease.  Also provide a more detailed description of how many of these leases you
have in each of these categories.
Results of Operations, page 64
11.We note your disclosure that the increase in contractual rental amounts billed was
primarily attributable to growth of the real estate portfolio through new acquisitions
during 2021 and 2022, combined with rent escalations from the existing portfolio.  Please
quantify the impact for each factor that you disclose was attributable to the increase.
Non-GAAP Financial Measures, page 69
12.We refer you to your reconciliations to arrive at FFO, AFFO and EBITDA.  It appears that
individual reconciling items (e.g. deprecation and amortization) include your share of the
corresponding amount from your investment in an unconsolidated entity.  Please revise to
separately quantify the amount that relates to the unconsolidated entity within each
reconciling item, or tell us how you determined separate quantification is not necessary.
Our Leases, page 95
13.Please provide all of the disclosure required by Item 15 of Form S-11.  For example,
disclose the occupancy rate of the properties expressed as a percentage for each of the last
five years and the average effective annual rent per square foot for each of the last five
years prior to the date of filing.  Also clarify if your annualized base rent takes into
account tenant concessions and abatements.
Unaudited Pro Forma Consolidated Financial Statements
REIT Contribution Transactions and Internalization, page F-2
14.It is unclear if your discussion of the REIT contribution transaction on pages F-2 to F-3
addresses what will happen to all of your equity instruments.  Please revise your
disclosure to clearly describe each equity instrument and how it will be exchanged upon
the REIT contribution transaction.  For clarity, please consider using the same terms used
in the audited financial statements of your predecessor (i.e. U.S. Limited Partners, NADG
NNN Property Fund (US) Limited Partnership, Preferred Units, and Convertible non-
controlling preferred interests.)

 FirstName LastNameStephen  Preston
 Comapany NameFrontView REIT, Inc.
 September 19, 2023 Page 4
 FirstName LastNameStephen  Preston
FrontView REIT, Inc.
September 19, 2023
Page 4
Unaudited Pro Forma Consolidated Statement of Operations, page F-6
15.Please revise to present pro forma earnings per share, or tell us how you determined this
information is not necessary.  Reference is made to Rule 11-02 of Regulation S-X.
Notes to Unaudited Pro Forma Consolidated Financial Statements, page F-7
16.To the extent you have multiple items in a note, please clearly describe and quantify each
line item that is impacted.  In this regard, please note the following two bullets which are
provided for example purposes only and is not an exhaustive list.
•We refer you to note (D) which identifies the consolidation and preliminary
allocation of the Joint Venture purchase price impacting cash, cash equivalents and
restricted cash by $2.6 million.  However, the adjustment for cash in the Pro Forma
Consolidated Balance Sheet is $4.8 million.  Please revise note (D) to quantify the
additional adjustment to cash, cash equivalents and restricted cash.
•We note your adjustment in column (D) on page F-5 for partner's capital of $5.8
million.  However, we are unable to locate a description of this adjustment within
your note (D) on pages F-7 and F-8.  Please revise.
17.We note your note (E) and that you will account for the Internalization as an asset
acquisition under ASC 805.  Please tell us how you determined this acquisition is an asset
acquisition and is not a business combination.  Within your response, please reference
ASC 805.
18.The above comment notwithstanding, within your note (E) you state that the purchase
price is $38.8 million and the cost of the acquisition will be allocated to the assets
acquired and liabilities assumed.  Within your note (L), you indicate that $37.6 million of
the $38.8 million will be expensed.  Please address the apparent discrepancy regarding the
allocation of the $38.8 million purchase price.  Further, please tell us how your accounting
is consistent with an asset acquisition under ASC 805.
19.We note your disclosure on page 65 that you paid an affiliate of your external manager a
monthly property management fee and that you paid your external manager a quarterly
asset management fee.  We note your disclosure on page iv that your external manager is
controlled by your Founder.  With a view to clarifying for us the accounting for the
Internalization transaction at notes (E) and (L), please address the following:
•Please clarify for us how you determined your Founder controls your external
manager.  Your response should include, but not be limited to, organization
charts.  Please reference the authoritative accounting literature management relied
upon.
•Please clarify for us who controls your predecessor and how you made that
determination.  Your response should include, but not be limited to, organization
charts.  Please reference the authoritative accounting literature management relied
upon.

 FirstName LastNameStephen  Preston
 Comapany NameFrontView REIT, Inc.
 September 19, 2023 Page 5
 FirstName LastName
Stephen  Preston
FrontView REIT, Inc.
September 19, 2023
Page 5
20.We note your disclosure related to adjustment (K) on pages F-9 and F-10 and that you
have reflected a gain on the Joint Venture Acquisition of $5.3 million in your pro forma
financial statements.  Please tell us what consideration you gave to disclosing that this
gain will not recur.  Reference is made to Rule 11-02 of Regulation S-X.
NADG NNN Property Fund LP Consolidated Financial Statements
7. Partners' Capital, page F-32
21.We note your disclosure that Common Limited Partners have the right to redeem their
Common Units as at the end of any fiscal quarter of the Partnership for a redemption price
equal to the NAV.  Please clarify for us how you determined it was appropriate to classify
these instruments within partners' capital and at an amount that appears to be less than the
redemption value.  Within your response, please clarify for us the nature of the
redemption terms.  Further, please address ASC 480-10-S99-3A in your response.
9. Convertible Non-Controlling Preferred Interests, page F-33
22.We note your disclosure that Series A preferred units are valued at the redemption value.
Please revise your filing to disclose your accounting policy that the accretion of such non-
controlling interests is recorded as an adjustment to total partners' capital.
Schedule III - Real Estate Assets and Accumulated Deprecation, page F-36
23.We note your reconciliation of accumulated depreciation at the bottom of page F-43.
Please clarify for us why there is no reduction in accumulated depreciation for the cost of
real estate sold during 2022.
General
24.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Stuart A. Barr, Esq.