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                             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
 Greg Lehmkuhl
FirstName  LastNameGreg Lehmkuhl
Lineage, Inc.
Comapany7,
December   NameLineage,
              2023        Inc.
December
Page 2     7, 2023 Page 2
FirstName LastName
         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.
 Greg Lehmkuhl
FirstName  LastNameGreg Lehmkuhl
Lineage, Inc.
Comapany7,
December   NameLineage,
              2023        Inc.
December
Page 3     7, 2023 Page 3
FirstName LastName
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.
 Greg Lehmkuhl
FirstName  LastNameGreg Lehmkuhl
Lineage, Inc.
Comapany7,
December   NameLineage,
              2023        Inc.
December
Page 4     7, 2023 Page 4
FirstName LastName
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,
 Greg Lehmkuhl
FirstName  LastNameGreg Lehmkuhl
Lineage, Inc.
Comapany7,
December   NameLineage,
              2023        Inc.
December
Page 5     7, 2023 Page 5
FirstName LastName
         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
 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,
FirstName LastNameGreg Lehmkuhl
                                                             Division of
Corporation Finance
Comapany NameLineage, Inc.
                                                             Office of Real
Estate & Construction
December 7, 2023 Page 6
cc:       Julian Kleindorfer, Esq.
FirstName LastName