SecProbe.io

CORRESP
 1
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 LINEAGE, INC.

 46500 Humboldt Drive

 Novi, Michigan 48377

 January 15, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Re: Lineage, Inc.
 Lineage OP, LP

 Lineage Europe Finco B.V.

 Subsidiary Registrants
Registration Statement on Form S-4 (File Nos. 333-292261 through 333-292261-15)

 Request for Acceleration of Effective Date

 To the addressee set forth above:

 In connection with the above-referenced registration
statement on Form S-4 (the " Registration Statement ") filed by Lineage, Inc., a Maryland corporation,
Lineage OP, LP, a Maryland limited partnership (the " Operating Partnership "), Lineage Europe Finco B.V., a Dutch
private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) (" Lineage Europe "
and, together with the Operating Partnership, the " Issuers " and, each an " Issuer "),
relating to the proposed offers by (i) the Operating Partnership to exchange up to $500,000,000 aggregate principal amount of the
Operating Partnership's 5.250% senior notes due 2030 (the " USD Exchange Notes "), and the related guarantees,
for up to $500,000,000 aggregate principal amount of the Operating Partnership's outstanding 5.250% senior notes due 2030 (the " USD
Outstanding Notes "), and the related guarantees (the " USD Exchange Offer "), and (ii) Lineage
Europe to exchange up to €700,000,000 aggregate principal amount of Lineage Europe's 4.125% senior notes due 2031 (together
with the USD Exchange Notes, the " Exchange Notes "), and the related guarantees, for up to €700,000,000
aggregate principal amount of Lineage Europe's 4.125% senior notes due 2031 (together with the USD Outstanding Notes, the " Outstanding
Notes "), and the related guarantees (the " Euro Exchange Offer " and, together with the USD Exchange
Offer, the " Exchange Offers " and, each an " Exchange Offer "), I am writing to
advise you supplementally that:

 (1)    each
of the Operating Partnership and Lineage Europe is registering the USD Exchange Offer and the Euro Exchange Offer, respectively, in reliance
on the position of the staff (the " Staff ") of the Securities and Exchange Commission (the " SEC ")
enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Staff's letter to Shearman &
Sterling dated July 2, 1993, and in Morgan Stanley & Co. Inc. (available June 5, 1991) and other, similar
no action letters (collectively, the " SEC No Action Letters ");

  

 (2)    neither
Issuer has entered into any arrangement or understanding with any person to distribute the applicable series of Exchange Notes and, to
the best of each Issuer's information and belief, each person participating in the applicable Exchange Offer is acquiring the relevant
securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution
of the applicable series of the Exchange Notes;

  

 1
  

  

 (3)    the
Issuers will disclose to each person participating in the Exchange Offers, via the prospectus forming a part of the Registration Statement
(the " Prospectus "), that:

  

 (a)            any
broker-dealer and any noteholder using the Prospectus to participate in a distribution of the Exchange Notes (i) cannot rely on the
Staff's position enunciated in the SEC No Action Letters and (ii) must comply with the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (the " Securities Act "), in connection with a secondary
resale transaction; and

  

 (b)            any
broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities,
and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the applicable Exchange Offer, may be a statutory underwriter
and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes;

  

 (4)    the
Issuers acknowledge that any secondary resale transaction, as described in clause (3)(a) above, should be covered by an effective
registration statement containing the selling noteholder information required by Regulation S-K;

  

 (5)    the
Issuers will include in the letter of transmittal to be executed in connection with the USD Exchange Offer, and deemed to be executed
in connection with the Euro Exchange Offer, by each tendering noteholder that elects to participate in the applicable Exchange Offer a
representation from such tendering holder to applicable Issuer that:

  

 (a)            the
Exchange Notes to be acquired in connection with the Exchange Offer by the holder and each beneficial owner of the Outstanding Notes are
being acquired by the holder and each beneficial owner in the ordinary course of business of the holder and each beneficial owner,

  

 (b)            the
holder and each beneficial owner are not participating, do not intend to participate, and have no arrangement or understanding with any
person to participate, in the distribution of the Exchange Notes,

  

 (c)            the
holder and each beneficial owner acknowledge and agree that any person participating in the Exchange Offer for the purpose of distributing
the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary
resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff in the SEC No Action Letters,

  

 (d)            if
the holder is a broker-dealer that acquired Outstanding Notes as a result of market making or other trading activities, it will comply
with the applicable provisions of the Securities Act and the applicable no action positions of the Commission and it will deliver a prospectus
in connection with any resale of Exchange Notes acquired in the Exchange Offer; however, by so acknowledging and by delivering a prospectus,
such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act,

  

 (e)            the
holder and each beneficial owner understand that a secondary resale transaction described above should either be exempt under the applicable
securities laws or be covered by an effective registration statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K of the SEC, and

  

 2
  

  

 (f)            neither
the holder nor any beneficial owner is an "affiliate," as defined under Rule 144 of the Securities Act, of the Operating
Partnership or Lineage Europe, as applicable;

  

 (6)    the
Issuers will commence the Exchange Offers when the Registration Statement is declared effective by the SEC; and

  

 (7)    the
Exchange Offers will be conducted by the Issuers in compliance with the Exchange Act and any applicable rules and regulations thereunder.

  

 [ Signature page follows ]

  

 3
  

  

  
 Sincerely,

  
  

  
 LINEAGE OP, LP

  
  

  
 By:
 Lineage, Inc., its general partner

  
  

  
 By:
 /s/ Robb LeMasters

  
  
 Name:
 Robb LeMasters

  
  
 Title:
 Chief Financial Officer

  
  

  
 LINEAGE EUROPE FINCO B.V.

  
  

  
 By:
 /s/ Robb LeMasters

  
  
 Name:
 Robb LeMasters

  
  
 Title:
 Authorized Signatory

  

 [ Signature Page to Exxon Capital Letter ]

CORRESP
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 LINEAGE, INC.

 46500 Humboldt Drive

 Novi, Michigan 48377

 January 15, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Re: Lineage, Inc.

 Lineage OP, LP

 Lineage Europe Finco B.V.

 Subsidiary Registrants
Registration Statement on Form S-4 (File Nos. 333-292261 through 333-292261-15)

 Request for Acceleration of Effective Date

 To the addressee set forth above:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, Lineage, Inc. (the " Company "), on behalf of itself and the
other registrants listed therein, hereby requests acceleration of the effective date of the above-referenced Registration Statement on
Form S-4 (the " Registration Statement "). The Company respectfully requests that the Registration Statement
become effective as of 4:00 p.m., Eastern Time, on January 20, 2026, 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, Latham & Watkins LLP, by calling Lewis W. Kneib
at (213) 891-7339.

 There are no underwriters
in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been filed herewith.

 Thank you for your assistance
in this matter.

 [ Signature page follows ]

 Sincerely,

 Lineage, Inc.

 By: /s/ Robb LeMasters

 Name: Robb LeMasters

 Title: Chief Financial Officer

 cc:           Greg Lehmkuhl, Lineage, Inc.

 Lewis W. Kneib, Latham & Watkins LLP

 Brent T. Epstein, Latham & Watkins LLP

 Devon L. MacLaughlin, Latham & Watkins
LLP

 [ Signature
Page to Acceleration Request ]

December 23, 2025
Greg Lehmkuhl
Chief Executive Officer
Lineage, Inc.
46500 Humboldt Drive
Novi, MI 48377
Re:Lineage, Inc.
Registration Statement on Form S-4
Filed December 18, 2025
File No. 333-292261
Dear Greg Lehmkuhl:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Pearlyne Paulemon at 202-551-8714 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lewis Kneib, Esq.

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 July 22, 2024

Via EDGAR

 Office of Real Estate &
Construction

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:
 Catherine De Lorenzo

 
 Pam Long

 
 Ameen Hamady

 
 Mark Rakip

Re:
 Lineage, Inc.

Registration Statement on Form S-11

File No. 333-280470

Acceleration Request

Requested Date: July 24, 2024

Requested Time: 4:00 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 Lineage, Inc. (the
“Company”) that the effective date of the Company’s Registration Statement on Form S-11 (File No. 333-280470) be accelerated to July 24, 2024 at
4:00 p.m. Eastern Time or as soon thereafter as practicable.

 The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under
the Act:

(i)
 Dates of distribution: July 16, 2024 through the date hereof.

(ii)
 Number of prospectuses distributed: a total of approximately 2,500 copies were distributed to prospective
underwriters, institutional investors, dealers and others.

(iii)
 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

Goldman Sachs & Co. LLC

BofA Securities, Inc.

J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

As Representatives of the Underwriters

 Morgan Stanley & Co. LLC

By:

 /s/ Aala Saifi

Name: Aala Saifi

Title: Vice President

Goldman Sachs & Co. LLC

By:

 /s/ Ryan Cunn

Name: Ryan Cunn

Title: Managing Director

BofA Securities, Inc.

By:

 /s/ Chris Djoganopoulos

Name: Chris Djoganopoulos

Title: Managing Director

J.P. Morgan Securities LLC

By:

 /s/ Samantha Carter

Name: Samantha Carter

Title: Vice President

Wells Fargo Securities, LLC

By:

 /s/ Rohit Mehta

Name: Rohit Mehta

Title: Executive Director

 [Signature page to Acceleration Request]

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CORRESP

 Lineage, Inc.

46500 Humboldt Drive

 Novi,
Michigan 48377

 July 22, 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:
 Catherine De Lorenzo

Pam Long

 Ameen Hamady

Mark Rakip

Re:
 Lineage, Inc.

Registration Statement on Form S-11, as amended (File
No. 333-280470)

 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, Lineage, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-11 (File No. 333-280470) (as amended, the “Registration Statement”). The Company respectfully requests that the Registration Statement
become effective as of 4:00 p.m., Eastern Time, on July 24, 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, Latham & Watkins LLP, by calling Lewis Kneib at (213) 891-7339.

 Thank you for your assistance in this matter.

[Signature page follows]

Sincerely,

Lineage, Inc.

By:

 /s/ Greg Lehmkuhl

Name:

Greg Lehmkuhl

Title: 

Chief Executive Officer

cc:
 Rob Crisci, Lineage, Inc.

Natalie Matsler, Lineage, Inc.

Julian T.H. Kleindorfer, Esq., Latham & Watkins LLP

Lewis W. Kneib, Esq., Latham & Watkins LLP

Scott C. Chase, Esq., Goodwin Procter LLP

David H. Roberts, Esq., Goodwin Procter LLP

[Signature Page to Acceleration Request]

CORRESP
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CORRESP

10250 Constellation Blvd., Suite 1100

Los Angeles, California 90067

Tel: +1.424.653.5500 Fax: +1.424.653.5501

 www.lw.com

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Madrid

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 Washington,
D.C. 20549

Attention:
 Ameen Hamady

Mark Rakip

 Catherine De Lorenzo

 Pam Long

Re:
 Lineage, Inc.

Registration Statement on Form S-11

File No. 333-280470

Ladies and Gentlemen:

 On behalf of Lineage,
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 July 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.

For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. The Company
has also provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Registration Statement.

Amendment No. 1 to Form S-11 filed July 16, 2024

The Offering, page 44

1.
 Please include footnote disclosure to explain the significance to investors of the combined total number
of shares of the company’s common stock plus the total number of OP units (233,709,319) that will be outstanding after completion of the formation transactions and the offering.

 July 22, 2024

Page 2

 Response: The Company respectfully advises the Staff that footnote 2 on page 46 of the
Registration Statement explains that OP units, other than Legacy OP Units (until they are reclassified as OP units) and OP units issued upon exchange of OPEUs, are redeemable for cash or, at our election, shares of our common stock on a one-for-one basis, subject to adjustment in certain circumstances, beginning 14 months after the original issuance of such units (other than OP units that were previously
classified as Legacy OP Units, which have such redemption rights at any time after their reclassification into OP units and are not subject to such 14-month waiting period).

Use of Proceeds, page 110

2.
 Please provide additional information regarding the $91.6 million cash grant to certain employees in
connection with the offering. Please identify any directors or executive officers who will receive payments from this grant, and tell us what consideration you have given to including disclosure of these payments as compensation or as a related
party transaction.

 Response: The Company respectfully advises the Staff that the Company disclosed the
identified grant (as well as the related election to take cash in lieu of shares of common stock) to each named executive officer as compensation under “Executive Compensation—Equity Awards in Connection with the IPO—Executive and
Employee IPO Awards” on page 277 of the Registration Statement. The Company has revised the disclosure on pages 110 and 292 of the Registration Statement to disclose the same with respect to each executive officer who is not a named executive
officer. No directors (other than the Chief Executive Officer) received the identified grant.

 Dilution, page 115

3.
 You disclose an immediate dilution in pro forma net tangible book value per share to new investors
totaling $58.31 given the calculation of $17.69 pro forma net tangible book value per share after the formation transactions, this offering and other pro forma adjustments. However assuming the underwriters exercise their option to purchase
additional shares, while you disclose pro forma net tangible book value per share would have been $19.30, your disclosure appears to indicate a significant reduction to the immediate dilution in pro forma net tangible book value to $12.47 per share
as reflected on page 116, rather than the difference between the mid-point of the IPO price less such $19.30 per share pro forma net tangible book value assuming overallotment exercise. Please advise, and
provide to us your per share calculations.

 Response: The Company acknowledges the Staff’s comment
and has revised the disclosure on page 116 of the Registration Statement.

 *********

 2

 July 22, 2024

Page 3

 Any comments or questions regarding the foregoing should be directed to the undersigned at 213-891-7339. Thank you in advance for your cooperation in connection with this matter.

Very truly yours,

/s/ Lewis W. Kneib

 Lewis W. Kneib

 of LATHAM & WATKINS
LLP

cc:
 Greg Lehmkuhl, Lineage, Inc.

Rob Crisci, Lineage, Inc.

Natalie Matsler, Lineage, Inc.

Julian T.H. Kleindorfer, Esq., Latham & Watkins LLP

Scott C. Chase, Esq., Goodwin Procter LLP

David H. Roberts, Esq., Goodwin Procter LLP

 3

July 19, 2024
W. Gregory Lehmkuhl
Chief Executive Officer
Lineage, Inc.
46500 Humboldt Drive
Novi, MI 48377
Re:Lineage, Inc.
Amendment No. 1 to
Registration Statement on Form S-11
Filed July 16, 2024
File No. 333-280470
Dear W. Gregory Lehmkuhl:
            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 June 14, 2024 letter.
Amendment No. 1 to Form S-11 filed July 16, 2024
The Offering, page 44
1.Please include footnote disclosure to explain the significance to investors of the combined
total number of shares of the company's common stock plus the total number of OP units
(233,709,319) that will be outstanding after completion of the formation transactions and
the offering.
Use of Proceeds, page 110
Please provide additional information regarding the $91.6 million cash grant to certain
employees in connection with the offering. Please identify any directors or executive
officers who will receive payments from this grant, and tell us what consideration you
have given to including disclosure of these payments as compensation or as a related party 2.

July 19, 2024
Page 2
transaction.
Dilution, page 115
3.You disclose an immediate dilution in pro forma net tangible book value per share to new
investors totaling $58.31 given the calculation of $17.69 pro forma net tangible book
value per share after the formation transactions, this offering and other pro forma
adjustments. However assuming the underwriters exercise their option to purchase
additional shares, while you disclose pro forma net tangible book value per share would
have been $19.30, your disclosure appears to indicate a significant reduction to the
immediate dilution in pro forma net tangible book value to $12.47 per share as reflected
on page 116, rather than the difference between the mid-point of the IPO price less such
$19.30 per share pro forma net tangible book value assuming overallotment exercise.
Please advise, and provide to us your per share calculations.
            Please contact Peter McPhun at 202-551-3581 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lewis Kneib, Esq.

CORRESP
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CORRESP

 June 26, 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

10250 Constellation Blvd., Suite 1100

Los Angeles, California 90067

Tel: +1.424.653.5500 Fax: +1.424.653.5501

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Silicon Valley

Hong Kong

Singapore

Houston

Tel Aviv

London

Tokyo

Los Angeles

Washington, D.C.

Madrid

Attention:
 Ameen Hamady

Mark Rakip

 Catherine De Lorenzo

 Pam Long

Re:
 Lineage, Inc.

Registration Statement on Form S-11

Filed on June 26, 2024

CIK No. 0001868159

 Ladies and
Gentlemen:

 On behalf of Lineage, Inc. (the “Company”), we are today filing the Company’s above-referenced
Registration Statement on Form S-11 (the “Registration Statement”). As you know, the Company previously confidentially submitted draft registration statements to the Securities and
Exchange Commission (the “Commission”). The Registration Statement has been revised to reflect the Company’s responses to comments of the Staff (the “Staff”) of the Commission in its letter dated
June 14, 2024, relating to the Company’s Amendment No. 6 to confidential draft registration statement on Form S-11 submitted to the Commission on June 5, 2024. For ease of review, we have
set forth below each of the numbered comments of your letter and the Company’s responses thereto.

 For convenience of reference, the
text of the comments in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the
meanings assigned to such terms in the Registration Statement.

 Amendment No. 6 to Draft Registration Statement on Form S-11 submitted June 5, 2024

 Historical Financial Statements of Lineage, Inc. (unaudited)

Independent Auditors Review Report, page F-85

1.
 We note your auditor included a review report pertaining to the condensed consolidated interim financial
information as of and for the interim period ended March 31, 2024.

June 26, 2024

 Page 2

 Please address the following:

•

 Regarding the review performed as of March 31, 2024 and the related
interim periods presented, your auditor indicates the reviews were conducted “in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) (PCAOB).” Please tell us why your auditor did not
perform their review in accordance with the standards of the PCAOB. Refer to AS 4105.09; and

•

 Regarding the audit performed as of December 31, 2023 and 2022, and the
fiscal years ended 2023, 2022 and 2021, address the following and revise as necessary:

•

 Tell us why your auditor refers to their report on condensed consolidated balance sheet as of
December 31, 2023 and not on the full set of consolidated financial statements as of and for all periods presented; and

•

 Tell us why your auditor indicated their audit was limited to having been performed in accordance with the
“auditing standards of the PCAOB,” and not in accordance with the standards of the PCAOB as reflected in their report provided elsewhere in the prospectus.

Response: The Company advises the Staff that the review performed as of March 31, 2024 and the related interim periods presented,
as well as the audit of the consolidated balance sheet as of December 31, 2023 and the related consolidated statements of operations and comprehensive income (loss), redeemable noncontrolling interests and equity and cash flows for the year
then ended, were conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), not just the auditing standards. The referenced review report has been removed from the Registration Statement and will not
be included in any future filings.

 *********

Any comments or questions regarding the foregoing should be directed to the undersigned at 213-891-7339. Thank you in advance for your cooperation in connection with this matter.

Very truly yours,

/s/ Lewis W. Kneib

 Lewis W. Kneib of

 LATHAM & WATKINS
LLP

cc:
 Greg Lehmkuhl, Lineage, Inc.

Rob Crisci, Lineage, Inc.

Natalie Matsler, Lineage, Inc.

Julian T.H. Kleindorfer, Esq., Latham & Watkins LLP

Scott C. Chase, Esq., Goodwin Procter LLP

David H. Roberts, Esq., Goodwin Procter LLP

 2

United States securities and exchange commission logo
June 14, 2024
W. Gregory Lehmkuhl
Chief Executive Officer
Lineage, Inc.
46500 Humboldt Drive
Novi, MI 48377
Re:Lineage, Inc.
Amendment No. 6 to
Draft Registration Statement on Form S-11
Submitted on June 5, 2024
CIK No. 0001868159
Dear W. Gregory Lehmkuhl:
            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 this 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. Unless we note otherwise, any references to prior comments are to comments in our
May 16, 2024 letter.
Amendment 6 to Draft Registration Statement on Form S-11
Historical Financial Statements of Lineage, Inc. (unaudited)
Independent Auditors Review Report, page F-85
1.We note your auditor included a review report pertaining to the condensed consolidated
interim financial information as of and for the interim period ended March 31, 2024.
Please address the following:
•Regarding the review performed as of March 31, 2024 and the related interim periods
presented, your auditor indicates the reviews were conducted "in accordance with the
auditing standards of the Public Company Accounting Oversight Board (United
States) (PCAOB)."  Please tell us why your auditor did not perform their review in

 FirstName LastNameW. Gregory  Lehmkuhl
 Comapany NameLineage, Inc.
 June 14, 2024 Page 2
 FirstName LastName
W. Gregory  Lehmkuhl
Lineage, Inc.
June 14, 2024
Page 2
accordance with the standards of the PCAOB.  Refer to AS 4105.09; and
•Regarding the audit performed as of December 31, 2023 and 2022, and the fiscal
years ended 2023, 2022 and 2021, address the following and revise as necessary:oTell us why your auditor refers to their report on condensed consolidated
balance sheet as of December 31, 2023 and not on the full set of
consolidated financial statements as of and for all periods presented; and
oTell us why your auditor indicated their audit was limited to having been
performed in accordance with the " auditing standards of the PCAOB," and not
in accordance with the standards of the PCAOB as reflected in their report
provided elsewhere in the prospectus.
            Please contact Ameen Hamady at 202-551-3891 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Lewis Kneib, Esq.

United States securities and exchange commission logo
May 16, 2024
Greg Lehmkuhl
Chief Executive Officer
Lineage, Inc.
46500 Humboldt Drive
Novi, MI 48377
Re:Lineage, Inc.
Amendment No. 5 to
Draft Registration Statement on Form S-11
Submitted on May 6, 2024
CIK No. 0001868159
Dear Greg Lehmkuhl:
            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. Unless we note otherwise, any references to prior comments are to comments in our
April 24, 2024 letter.
Amendment No. 5 to Draft Registration Statement on Form S-1 submitted May 6, 2024
Use of Proceeds, page 106
1.We note your disclosure in this section that certain of the underwriters and/or their
respective affiliates are lenders under the Delayed Draw Term Loan and will receive their
pro rata portion of the approximately $2.4 billion of the net proceeds from this offering
used to repay amounts outstanding under such facilities. We also note disclosure
that certain of the underwriters and/or their respective affiliates are lenders under the
Revolving Credit Facility, and that you may use proceeds to reduce the outstanding
balance thereunder. Please revise this disclosure to clarify which underwriters and/or their
affiliates will receive a portion of the net proceeds. Additionally, please tell us whether

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you are required to have a qualified independent underwriter in accordance with FINRA
Rule 5121. In this regard, we note disclosure in the Underwriting section that more than
5% of the net proceeds of the offering are intended to be used to repay amounts owed to
these underwriters and their affiliates.
            Please contact Ameen Hamady at 202-551-3891 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Lewis Kneib, Esq.

United States securities and exchange commission logo
April 24, 2024
Greg Lehmkuhl
Chief Executive Officer
Lineage, Inc.
46500 Humboldt Drive
Novi, MI 48377
Re:Lineage, Inc.
Amendment No. 4 to
Draft Registration Statement on Form S-11
Submitted on April 11, 2024
CIK No. 0001868159
Dear Greg Lehmkuhl:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe this 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 April 4, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form S-1 submitted April 12, 2024
Determination of Executive Compensation
Use of Comparative Market Data, page 214
1.We note your disclosure added in response to prior comment 3 that the compensation
committee does not "benchmark" pay, but reviews market data as one input in the
determination of executive pay, and that you reviewed total compensation of your
executives relative to compensation of comparable positions among the peer companies
listed on page 214, but did not set compensation at specific target percentiles within the
peer group.  Please note the staff's view that in the context of Item 402(b)(2)(xiv) of
Regulation S-K, "benchmarking" generally entails using compensation data about other
companies as a reference point, either in whole or in part, to base, justify or provide a
framework for a compensation decision. Please see paragraph 118.05 of the staff's

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Lineage, Inc.
April 24, 2024
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Regulation SC&DI and Item 402(b)(2)(xiv) and revise accordingly. Please also
explain where the compensation the company paid to its executives fell within the range
of compensation paid by peer companies.
            Please contact Ameen Hamady at 202-551-3891 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Lewis Kneib, Esq.

United States securities and exchange commission logo
April 4, 2024
Greg Lehmkuhl
Chief Executive Officer
Lineage, Inc.
46500 Humboldt Drive
Novi, MI 48377
Re:Lineage, Inc.
Amendment No. 3 to
Draft Registration Statement on Form S-11
Submitted on March 18, 2024
CIK No. 0001868159
Dear Greg Lehmkuhl:
            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. Unless we note otherwise, any references to prior comments are to comments in our
February 16, 2024 letter.
DRS/A filed on March 18, 2024
Historic Management Incentive Equity, page 34
1.We note your disclosure here and elsewhere that you describe the formation transactions
that LLH MGMT Profits, LLC and LLH MGMT Profits II, LLC will contribute their
interests in Lineage Holdings to the operating partnership in exchange for Legacy Class B
OP Units. Where you discuss the treatment of LMEP Units and BGLH Restricted Units in
Connection with this Offering on page 217, you state that all outstanding LMEP Units that
are unvested at the completion of the offering will be replaced with "equity-based awards
in Lineage, Inc. and/or Lineage OP." Please clarify whether these equity interests are the
Legacy Class B OP Units or other securities of the company or the operating partnership,

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 April 4, 2024 Page 2
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April 4, 2024
Page 2
and whether and how their issuance may impact the interests of investors in this offering.
Please also tell us what consideration you have given to describing the issuance of the
equity-based awards in the description of the formation transactions.
Business and Properties, page 163
2.We note you removed the table that previously was to set forth a summary schedule
of expirations for any customer contracts featuring minimum storage guarantees, and for
leases in effect as of December 31, 2023 and for the year beginning January 1, 2024 and
each of the periods to be set forth therein.  Please amend to provide a schedule of lease
expirations; refer to Item 15(f) of Form S-11.
Use of Comparative Market Data, page 210
3.We note that you reviewed market data and took into consideration the structure and
components of and amount paid under executive compensation programs of comparable
peer group companies. Please clarify whether you engaged in benchmarking to base,
justify or provide a framework for compensation decisions. If so, please revise your
disclosure to identify the components used for benchmarking and the level at which you
benchmark. Please see Item 402(b)(2)(xiv) of Regulation S-K and Question 118.05 of the
staff's Regulation S-K Compliance and Disclosure Interpretations.
Coordinated Settlement Process for Legacy Pre-Offering Investors, page 252
4.We note that BGLH may determine whether to limit the amount of Securities Settlements
relative to the amount of Cash Settlements, and that BGLH will have a contractual right to
require Lineage to conduct offerings of shares of your common stock in order to facilitate
Cash Settlements. Please briefly explain what would cause BGLH to so limit the amount
of a Securities Settlement or to require Lineage to conduct an offering of shares to
facilitate a Cash Settlement, and describe the impact of these events on Lineage and on
investors in this offering. Please also disclose what security a holder of BGLH Class A or
Legacy Class A OP units would hold following the decision to cut-back Securities
Settlements, at the time of the cutback or any distribution. We note disclosures on pages
237, 239, and 253 that in the event that Securities Settlements with respect to BGLH Units
or Legacy OP Units are cut back, BG Cold’s Founders Equity Share for BGLH and
Lineage OP will be settled at the time of the cutback rather than at the time of the
Securities Settlement. So that investors can better understand this disclosure, please
clarify, if true, that the effect of a cutback will be to delay Securities Settlements until the
third anniversary of the closing of this offering.
Post-Offering Transactions
Settlement Elections, page 253
5.We note your disclosure in response to prior comment 7 that the settlement of Founders
Equity Shares occurs within BGLH or within the Legacy OP Unit class and does not

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 April 4, 2024 Page 3
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Lineage, Inc.
April 4, 2024
Page 3
impact BGLH's ownership of Lineage's shares or the operating partnership's total
capitalization. Please clarify whether the elections to settle in cash or securities that the
BGLH Unitholders or Legacy OP Unitholders make, or the decision by BGLH or LHR to
make cutbacks to Securities Settlements, may affect the public stockholders of Lineage.
Financial Statements
Notes to Consolidated Financial Statements
(23) Immaterial correction of previously issued consolidated financial statements, page F-77
6.We note your disclosure that the Company identified certain errors in its audited
consolidated financial statements for the years ended December 31, 2022 and 2021 related
to its property tax accruals, acquired deferred tax liabilities and its income tax
provision, and that after evaluating these errors it concluded that they were not material to
prior periods, individually or in the aggregate. Provide us with a
detailed materiality analysis to support how you determined that the impacted accounts
were not quantitatively or qualitatively material to any of the periods presented.
            Please contact Ameen Hamady at 202-551-3891 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Julian Kleindorfer, Esq.

United States securities and exchange commission logo
February 16, 2024
Greg Lehmkuhl
Chief Executive Officer
Lineage, Inc.
46500 Humboldt Drive
Novi, MI 48377
Re:Lineage, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-11
Submitted on January 31, 2024
CIK No. 0001868159
Dear Greg Lehmkuhl:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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. Unless we note otherwise, any references to prior comments are to comments in our
January 11, 2024 letter.
DRS/A filed on January 31, 2024
Prospectus Summary
Our Competitive Strengths, page 10
1.We note your updated disclosure regarding the value-added impact of your global
integrated solutions segment. Please address the usefulness of the added disclosure in
addressing your competitive strengths and ability to offer additional customer services to
grow this line of business. Given your discussion of centers offering consolidation and
drayage services, and allocation of EBITDA under each scenario to your integrated
solutions and "warehouses alone," it is unclear whether you are providing additional
context to consolidated EBITDA or if you are presenting EBITDA on a segment basis.

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February 16, 2024
Page 2
Therefore, please tell us how you considered Item 10(e) of Regulation S-K in providing
such EBITDA amounts, or clarify your basis in GAAP to include such amounts.
Certain Relationships and Related Party Transactions, page 207
2.Please clarify the nature and purpose of the transactions with BG Lineage Holdings, LLC
and with Lineage OP, LLC described on pages 207-210, and pages 215-217 under
“Formation Transactions.” Consider using descriptive subheadings to distinguish and
organize your discussions of:
•the conversion of Lineage OP, LLC from a limited liability company to a limited
partnership,
•the BLGH-managed liquidity and settlement process for BGLH and for Lineage OP,
and
•the alternative procedures by which Founders Equity Shares associated with the
BGLH Class A units and Legacy Class A units will be settled.
3.In connection with prior comment 5, where you discuss the conversion of Lineage OP,
LLC from a limited liability company to a limited partnership, please explain the purpose
of reclassifying outstanding units into Legacy units and then to OP units instead
of directly to OP units in the formation transaction.

4.We note disclosures that Founders Equity Shares will be settled not later than the third
anniversary of the IPO, that legacy investors will elect to receive cash and/or securities
during the liquidity and settlement process, and that the discussion of cutbacks refers to a
“distribution.” Please clarify whether by “distribution” you are referring to the
reclassification of Legacy OP Units into OP Units by BGLH during the three years
following the closing of the offering, as described on page 210. Please also clarify the role
of the reclassifications in the BLGH-managed liquidity and settlement process for both
BLGH and Lineage OP. For example, clarify whether this process will be completed by
way of the reclassifications, or whether there are other distributions or transactions in
addition to the reclassifications that will be undertaken to complete the liquidity and
settlement process.
5.Where you discuss the settlement of the Founders Equity Share of BGLH Class A units
and Lineage Class A OP units, please specify what “securities” legacy investors may elect
to receive during the managed liquidity and settlement process, and clarify if true, that BG
Cold, as the holder of the Founders Equity Share, will receive cash and/or securities
consistent with the legacy investors’ elections.
6.Where you discuss the settlement of the Founders Equity Shares, please clarify the
sequence of events, including legacy investor elections, what triggers the settlement (for
example, whether it is a reclassification initiated by BLGH or some other distribution or
transaction), the cutback and the distribution, and clarify what distinguishes the time of
the cutback from the time of the distribution. Please also disclose what security a holder of
BGLH Class A or Legacy Class A OP units would hold as a consequence of electing to

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 Comapany NameLineage, Inc.
 February 16, 2024 Page 3
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Lineage, Inc.
February 16, 2024
Page 3
settle Founders Equity Shares on cut-back securities at the time of the cutback or at the
time of the distribution.
Consequences of this Offering and the Formation Transactions, page 217
7.Please clarify whether your reference to “formation transactions” and the ownership
information that follows includes transactions with legacy investors taking place during
the three-year liquidity and settlement period.  If not, please address how the proportionate
interests of public stockholders disclosed here may be affected by those transactions.
            Please contact Ameen Hamady at 202-551-3891 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Julian Kleindorfer, Esq.

United States securities and exchange commission logo
January 11, 2024
Greg Lehmkuhl
Chief Executive Officer
Lineage, Inc.
46500 Humboldt Drive
Novi, MI 48377
Re:Lineage, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-11
Submitted on December 22, 2023
CIK No. 0001868159
Dear Greg Lehmkuhl:
            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 December 7, 2023 letter.
DRS/A filed on December 22, 2023
Prospectus Summary
Our Growth Strategy
Same Warehouse Growth, page 17
1.We note your response to prior comment 1 and updated disclosure. Aside from such non-
GAAP financial measures addressed, please ensure that when presenting non-GAAP
financial measures throughout your prospectus, you provide with equal or greater
prominence the most directly comparable financial measure calculated and presented in
accordance with GAAP. For instance herein you provide NOI growth on a constant
currency basis. Specific to your disclosure on a constant currency basis, ensure your
disclosure presents the historical amounts and amounts in constant currency and
describes the process for calculating the constant currency amounts and the basis of

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 January 11, 2024 Page 2
 FirstName LastNameGreg Lehmkuhl
Lineage, Inc.
January 11, 2024
Page 2
presentation; refer to Question 104.06 of the Division's Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures.
Summary Selected Historical and Pro Forma Consolidated Financial and Other Data
Non-GAAP Financial Measures, page 35
2.We note your response to prior comment 2 and reissue the comment. We note while you
have provided a reconciliation of Total debt, net to Net debt, thereby providing a
reconciliation for each component of the non-GAAP financial measure used in the
calculation, please revise to also provide the ratio as calculated using the most directly
comparable GAAP financial measures.

Transactions with Lineage OP, LLC, page 182
3.We note your response to prior comment 9, as well as your disclosure in the registration
statement that legacy investors and Bay Grove will enter into one or more investor rights
agreements. Please file these agreements as exhibits to the registration statement.
4.We note your response to prior comment 9. Please tell us supplementally, with a view
toward disclosure:
•what will cause any Legacy Class A OP Units to be reclassified into OP units such
that any portion of the special distribution rights of BG Cold in respect of Legacy
Class A OP units will be settled;
•how you will determine whether special distribution rights "may also be settled upon
the making of any earlier distributions to the holder of such Legacy Class A OP
rights;"
•how you reconcile the statement on page 188 that each Legacy Class A OP Unit will
be "economically equivalent to one OP unit" with the "same value and . . . same share
of Lineage OP equity as an OP unit," with the statement that the Legacy Class A OP
Units will have the "same economic characteristics of the former Lineage OP Class A
units and Lineage OP Class C units," given that the former Class A and C units do
not share the same economic characteristics prior to the reclassification to Legacy
Class A OP Units;
•clarify what you mean by the statement that the Lineage OP Class A units not owned
by the company and their "corresponding" Lineage OP Class C units will be
"combined" and reclassified into Legacy Class A OP Units. For example, if the
Lineage OP Class A units and Class C units are held by different holders, it is unclear
who would own the Legacy unit after reclassification. If they are held by the same
holders (i.e. an individual holder owns both the A and corresponding C), then it is
unclear why the C would have the distribution right you describe.
We may have further comments upon review of your response.
5.We note that you have revised disclosure to indicate that each Legacy Class A OP
Unit and Legacy Class B OP Unit are economically equivalent to one OP unit and that

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 Comapany NameLineage, Inc.
 January 11, 2024 Page 3
 FirstName LastNameGreg Lehmkuhl
Lineage, Inc.
January 11, 2024
Page 3
they have the same voting rights and voting power as an OP units. Please explain what
rights are unique to each of the OP Units, the Legacy Class A and Legacy Class B Units,
and tell us supplementally, with a view toward disclosure, the purpose of reclassifying
into these Legacy Units instead of OP units in the formation transaction. To the extent that
they can be reclassified into OP units, please clarify whether it is the company or the
holder who has the right to initiate the reclassification, and any other material terms or
conditions required to be met in connection with any such reclassification.
Description of Our Capital Stock, page 201
6.We note your response to prior comment 13, as well as the references to contractual
repurchases. Please file any such agreement as an exhibit to the registration statement.
Financial Statements
Notes to Consolidated Financial Statements
(1) Significant accounting policies and practices
(q) Revenue recognition, page F-18
7.We note your response to prior comment 16 and await the revised disclosure of your
accounting policy for lessor arrangements in a future registration statement amendment.
(2) Capital Structure and Noncontrolling Interests
(g) Convertible Redeemable Noncontrolling Interests—Preference Shares, page F-21
8.We note your response to our prior comment 18. Please further clarify whether the $308.3
million original amount recognized upon acquisition after adjusting for the $77.1 million
partial redemption and $18.2 million effect of foreign currency is greater than
the maximum redemption value, including accrued dividends payable.
Exhibits
9.We note your response to prior comment 21 and reissue in part. Please file the covenants
not to compete for Mr. Forste and Mr. Marchetti, or any other non-compete agreements
you may have, as exhibits to the registration statement.
            Please contact Ameen Hamady at 202-551-3891 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

 FirstName LastNameGreg Lehmkuhl
 Comapany NameLineage, Inc.
 January 11, 2024 Page 4
 FirstName LastName
Greg Lehmkuhl
Lineage, Inc.
January 11, 2024
Page 4
cc:       Julian Kleindorfer, Esq.

United States securities and exchange commission logo
December 7, 2023
Greg Lehmkuhl
Chief Executive Officer
Lineage, Inc.
46500 Humboldt Drive
Novi, MI 48377
Re:Lineage, Inc.
Draft Registration Statement on Form S-11
Submitted on November 9, 2023
CIK No. 0001868159
Dear Greg Lehmkuhl:
            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.
DRS filed on November 9, 2023
Prospectus Summary
Our Company, page 1
1.We note your introduction of the non-GAAP financial measures NOI and Adjusted
EBITDA. Please provide the most directly comparable financial measure calculated in
accordance with GAAP for these non-GAAP measures; refer to Item 10(e)(1)(i)(A) of
Regulation S-K. Additionally, provide a cross-reference herein to the presentation of such
non-GAAP financial measures within your prospectus.

Summary Selected Historical and Pro Forma Consolidated Financial and Other Data
Non-GAAP Financial Measures, page 37
2.We note your presentation of the ratio Net debt to Adjusted EBITDA on page 42. Please
update your disclosure to present with equal or greater prominence the ratio as calculated
using the most directly comparable GAAP financial measure. Refer to footnote 27 of SEC

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 Comapany NameLineage, Inc.
 December 7, 2023 Page 2
 FirstName LastNameGreg Lehmkuhl
Lineage, Inc.
December 7, 2023
Page 2
Final Rule 33-8176 and Question 102.10(a) of the Division's
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
Risk Factors, page 43
3.We note your risk factor disclosure that the board of directors may issue additional shares,
amend your charter, and change investment and financing policies without shareholder
approval. Please include disclosure about how you intend to notify shareholders of such
changes.
Upon listing of shares on the , we will be a "controlled company" . . ., page 64
4.Please clarify whether you intend to utilize the exemptions described for a controlled
company.
Dilution, page 99
5.You disclose that your dilution table has given effect to the completion of the formation
transactions and the other adjustments described in the unaudited pro forma consolidated
financial statements. Please present separately the dilution impact resulting from these
transactions before arriving at the Pro Forma net tangible book value per share after the
offering.
Liquidity and Capital Resources, page 115
6.We note your disclosure on page F-49 that the Company does not have enough cash on
hand or other legally binding commitments that can be utilized to repay the outstanding
amounts of the original $2,350 million ICE4 CMBS loan upon its May 2024 maturity and
the Company considers it probable that it will refinance its obligation prior to maturity.
We further note that the original principal amount $1,320 million ICE5 CMBS loan is also
due in November 2024. In light of such commitments, please ensure your disclosures
herein clearly highlight your ability as of December 31, 2023 to generate and obtain
adequate amounts of cash to meet your requirements and your plans for cash in the short-
term based upon your currently available resources, including whether you are relying on
external financing including the proceeds from this offering to meet your needs. Please
describe any potential constraints that may impact your ability obtain such financing. We
refer you to FRC 501.03(a) and Section IV of SEC Release 33-8350.

7.Please provide a more informative analysis and discussion of changes in operating cash
flows, including changes in working capital components, for each period presented. In
doing so, please explain the underlying reasons for and implications of material changes
between periods to provide investors with an understanding of trends and variability in
cash flows.

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 December 7, 2023 Page 3
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Lineage, Inc.
December 7, 2023
Page 3
Transactions with BG Lineage Holdings, LLC; Transactions with Lineage OP, LLC, page 181
8.Please disclose the approximate dollar value of the amount of each of Mr. Forste’s and
Mr. Marchetti’s respective interests in the distributions you made to BGLH and that
BGLH made with respect to its Class B units and its Class C units.  Please also disclose
the approximate dollar value of the amount of each of Mr. Forste’s and Mr. Marchetti’s
respective interests in the distributions that Lineage OP made with respect to its Class B
units, and that Lineage OP made to BG Cold with respect to its Class C units. Please see
Item 404(a)(4) of Regulation S-K. Please also explain the effect of the formation
transaction on any Advance Distribution (as described in footnote 2(c) of your audited
financial statements) on the Class C Special Distribution Right, and the interests of Mr.
Forste and Mr. Marchetti in such distributions. If Bay Grove, BG Cold, Mr. Forste or Mr.
Marchetti will continue to receive or have an interest in any continuing special
distributions after the formation transaction, as suggested in disclosure on page 186,
please disclose this and explain how these distributions will be determined.
Transactions with Lineage OP, LLC, page 181
9.To help investors better understand the nature and impact of the formation transactions,
please explain:
•The economic terms of one OP unit, given your disclosure that each Legacy Class A
OP Unit and Legacy Class B OP unit will be “economically equivalent to one OP
unit.” Please also clarify whether the Legacy Class A and B OP units will have
characteristics, such as voting or other rights, that are not equivalent to one OP unit.
•The difference between the Legacy Class A OP Units and Legacy Class B OP Units,
given that they will both be economically equivalent to OP units.
•How you are differentiating “certain” and “other existing” Class A and C unit holders
for purposes of reclassifying units into Legacy Class A OP Units or Legacy Class B
OP Units.
•How each Legacy OP Unit will maintain the economic rights of legacy investors to
their respective legacy Class A, Class B or Class C units if all units are being
reclassified as either Legacy Class A OP Units or Legacy Class B OP Units.
•Please clarify whether any special distributions similar to the Special Distibution
Right on the Class C units will continue to be made to any holders of Legacy Class A
OP Units or Legacy Class B OP Units, or any other persons, after the formation
transactions. In this regard, we note disclosure on page 186 that Bay Grove will hold
a continuing right to receive certain special distributions from Class A Legacy OP
Units of the operating partnership and from BGLH. Please clarify whether this
continuing right is a term of the Class A Legacy OP Unit, or if it is a separate
contractual right and if so, please file the relevant agreement as an exhibit to the
registration statement.

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 Comapany NameLineage, Inc.
 December 7, 2023 Page 4
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Lineage, Inc.
December 7, 2023
Page 4
Transactions with Lineage Holdings, page 182
10.Please clarify whether Bay Grove, Mr. Forste or Mr. Marchetti will receive any accrued
but undistributed equity or funds in connection with the equity accrual right in connection
with the formation transaction or reclassification of the OPEUs. Please also explain the
material terms of the equity accrual right, the profits interest and the OPEUs that you refer
to in this section. Also ensure that you disclose the approximate dollar value of the
amount of Mr. Forste’s and Mr. Marchetti’s interests in the transactions with Lineage
Holdings, as well as in the transactions with Bay Grove, also described on page 182.
Structure and Formation of Our Company, page 185
11.Please revise the diagram of your company structure to show the ownership and economic
and other rights of the Legacy Class A OP Units, the Legacy Class B OP Units,  OPEUs
and any special distribution rights.
Description of the Partnership Agreement of Lineage OP, LP, page 191
12.Please describe the material terms of the securities of the Operating Partnership, including
the Legacy Class A OP Units, Legacy Class B OP Units and common OP units.
Description of Our Capital Stock, page 197
13.Disclosure in your risk factor entitled "Future redemption obligations may materially and
adversely affect the market price of shares of our common stock . . ." on page 85 indicates
that certain investors are entitled to redeem shares of your common stock. We note
disclosure on page 197 that there are generally no redemption rights with respect to your
common stock. Please describe any redemption rights that any investors may have with
respect to shares of common stock in your Description of Capital Stock, Certain
Relationships and Related Party Transactions and elsewhere as appropriate. File any
agreement for redemption rights as an exhibit to the registration statement.
Shares Eligible for Future Sale, page 209
14.Please describe your registration rights agreements with BGLH and Mr. Forse and Mr.
Marchetti in this section, including the amount of securities subject to the agreements.
Please see Item 201(a)(2) of Regulation S-K.
(1) Significant Accounting Policies
(b) Basis of Presentation and Principles of Consolidation, page F-11
15.We note your disclosure on page F-11, that as of December 31, 2022 and 2021, the
Company did not have any VIEs that met the requirements for consolidation. Please
clarify whether the Company has identified any VIEs for which the Company determined
it is not the primary beneficiary. To the extent the Company has identified such VIEs,

 FirstName LastNameGreg Lehmkuhl
 Comapany NameLineage, Inc.
 December 7, 2023 Page 5
 FirstName LastNameGreg Lehmkuhl
Lineage, Inc.
December 7, 2023
Page 5
please tell us how the Company considered the disclosure requirements under paragraphs
4, 5A, and 5B of ASC 810-10-50.
(q) revenue recognition, page F-18
16.We note your disclosure on page F-15 that the Company accounts for the lease and non-
lease components in its arrangements as a single lease component for both lessee and
lessor leases for all classes of assets. Please tell us whether you have any arrangements
that include multiple components such that a portion of such arrangements would be
accounted for under ASC 842 as a lessor and the non-lease element would have been
accounted for under ASC 606 had the Company not applied the practical expedient in
ASC 842-10-15-42A. To the extent such arrangements do exist, please further tell us how
you considered the guidance in ASC 842-10-15-42B in determining whether the lease or
non-lease components are the predominant components in such arrangements and how
you were able to conclude that the lease component is always the predominant item in
such arrangements.
17.We note your disclosure that separate performance obligations arise within your
warehousing operations for different services rendered. We further note that in your
Integrated Solutions segment, you provide several types of services including
transportation, food sales, redistribution and E-commerce. Given the various service
offerings, please further clarify whether your typical arrangements result in one
performance obligation or multiple performance obligations. To the extent you have
arrangements that result in multiple performance obligations, please further describe the
basis for which the Company allocates the transaction price among the various
performance obligations in such arrangements. Refer to ASC 606-10-50-12 and 606-10-
50-17.
(2) Capital Structure and Noncontrolling Interests, page F-21
18.We note your capital structure includes convertible redeemable noncontrolling interests
initially measured and recorded at fair value for Preference Shares issued as part of your
acquisition of Kloosterboer Group BV. Regarding such Preference Shares, please further
describe how the Company considered and applied the guidance under ASC 480 and the
SEC's temporary equity guidance under ASC 480-10-S99-3A including paragraphs 14
through 16 related to its evaluation of the regular and special redemption rights included
in such Preference Shares.
(7) Equity Method Investments, page F-43
19.We note your disclosure that you have provided summarized financial information for
Emergent Cold LatAm Holdings LLC as it was determined to be an equity method
investment which was considered material to the Company. Please clarify whether the
Company considered such investment to be material consistent with Rule 4-08(g) of
Regulation S-X. To the extent it is, please enhance your disclosure to provide all of the

 FirstName LastNameGreg Lehmkuhl
 Comapany NameLineage, Inc.
 December 7, 2023 Page 6
 FirstName LastName
Greg Lehmkuhl
Lineage, Inc.
December 7, 2023
Page 6
summarized financial information required by Rule 4-08(g)(2) and defined by Rule 1-
02(bb) of Regulation S-X or tell us why such information is not required.
(22) Segment Information, page F-71
20.Your table on page F-73 indicates that sales to customers in Europe comprised
approximately 22% of your sales for the year ended December 31, 2022  and 19% for the
year ended December 31, 2021. Please supplementally confirm that you did not derive a
material amount of revenues from external customers from any individual country within
Europe for any of the periods presented; refer to ASC 280-10-50-41(a).
Exhibits
21.Please file the Registration Rights agreements and non-compete agreements for Mr. Forste
and Mr. Marchetti as exhibits to the registration statement. Please also file the consent of
any expert who prepared information for you in connection with the offering, as
contemplated by disclosure on page i.
            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 Ameen Hamady at 202-551-3891 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Julian Kleindorfer, Esq.