United States securities and exchange commission logo





                           June 9, 2020

       Mark Manheimer
       President and Chief Executive Officer
       NetSTREIT Corp.
       5910 N. Central Expressway
       Suite 1600
       Dallas, TX 75206

                                                        Re: NetSTREIT Corp.
                                                            Confidential Draft
Registration Statement on Form S-11
                                                            Submitted May 13,
2020
                                                            CIK No. 0001798100

       Dear Mr. Manheimer:

              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 filed May 13, 2020

       Prospectus Summary, page 1

   1.                                                   We note disclosure
throughout the prospectus regarding management's experience with
                                                        Spirit Realty Capital
and Cole Credit Property Trust II and the specific performance
                                                        information that you
have provided for these entities. If you choose to retain this
                                                        performance
information, please expand the disclosure to provide a more complete
                                                        discussion of the
performance of these entities. For example, please balance this
                                                        disclosure with a
discussion of any major adverse business developments. In addition,
                                                        please remove
performance information from the summary section. Performance
                                                        information for
companies other than the issuer is not appropriate for the prospectus
 Mark Manheimer
FirstName LastNameMark Manheimer
NetSTREIT Corp.
Comapany NameNetSTREIT Corp.
June 9, 2020
Page 2
June 9, 2020 Page 2
FirstName LastName
         summary.
Our Competitive Strengths
Tenant Credit Underwriting, page 3

2.       We note your risk factor on page 30 discusses your potential use of a
"shadow rating" and
         explains some of the limitations of its use and how it is calculated.
When discussing your
         tenant underwriting criteria elsewhere in your prospectus, please
expand your disclosure
         to provide similar information and highlight how it differs from the
ratings provided by
         credit rating agencies.
Our Real Estate Portfolio
Diversity by Industry, Tenant and Geography, page 7

3.       Please disclose the types of properties that are encompassed by your
category "other."
Overview of Our Leases , page 9

4.       Please provide the disclosure in accordance with Item 15(a) and (e) of
Form S-11 or tell
         us why you cannot provide this information. Please clarify how your
rental disclosures
         take into account tenant concessions and abatements. Additionally,
please expand your
         lease expiration table to provide all of the information required by
Item 15(f) of Form S-
         11
5.       We note that your disclosure on page 71 appears to indicate that your
leases are
         "primarily" triple net leases based on your description of the
expenses for which your
         tenants are responsible. Please revise your disclosure throughout to
clarify. In addition,
         to the extent you also have leases that are not triple net (e.g.,
double net), please disclose
         as such and clarify the difference between the types if applicable.
Risk Factors
The current pandemic of Covid-19 ..., page 28

6.       We note your disclosure on page 72 regarding you only receiving rent
for 68% of your
         portfolio and that 24% have asked for rent relief. Please disclose
this in your risk factor
         and address the impact that this has on your operations. Additionally,
please revise to
         address your anticipation regarding the remaining 8% and whether the
32% of non-
         payments are focused in a particular industry to which you rent.
Unaudited Pro Forma Consolidated Financial Statements
Private Offering and Formation Transactions, page 61

7.       We note from your disclosure that as part of the formation
transactions you entered into a
         contribution agreement with EBA EverSTAR to internalize your
management
         infrastructure, in addition to acquiring your initial portfolio of 93
single-tenant
         commercial retail properties from your predecessor, which was
accounted for as an asset
 Mark Manheimer
NetSTREIT Corp.
June 9, 2020
Page 3
      acquisition. Please explain to us in detail how you accounted for your
acquisition of EBA
      EverSTAR Management, LLC and your basis for accounting for the
acquisition of your
      initial portfolio as an asset acquisition. Cite the applicable accounting
guidance in your
      response.
Notes to Unaudited Pro Forma Consolidated Financial Statements
Adjustments to the Unaudited Pro Forma Consolidated Statement of Operations,
page 65

8.    We note from your disclosure in footnote (I) that you eliminate
predecessor impairment
      losses of $4.2 million related to the initial portfolio acquired in the
formation
      transactions. Please explain to us in detail how this adjustment complies
with Article
      11 of Regulation S-X and provide your basis for such elimination.
Our Business and Properties
Employees, page 103

9.    We note that you currently have 13 employees. Please disclose whether you
outsource
      any operations to third parties, and if so, please identify third parties
and disclose the
      services provided and costs incurred. If material, please file the
agreements with the third
      parties in accordance with Item 601(b)(10) of Regulation S-K.
        You may contact Isaac Esquivel at 202-551-3395 or Shannon Menjivar at
202-551-3856
if you have questions regarding comments on the financial statements and
related
matters. Please contact Stacie Gorman at 202-551-3585 or Erin E. Martin at
202-551-3391 with
any other questions.



                                                            Sincerely,
FirstName LastNameMark Manheimer
                                                            Division of
Corporation Finance
Comapany NameNetSTREIT Corp.
                                                            Office of Real
Estate & Construction
June 9, 2020 Page 3
cc:       Christina Roupas, Esq.
FirstName LastName