DRSLTR



	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

June 4, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction	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

100 F Street N.E.

Washington, D.C. 20549

Attention:

Ameen Hamady

Mark Rakip

Catherine De Lorenzo

Pam Long

Re:

Lineage, Inc.

Amendment No. 5 to Draft Registration Statement on Form S-11

Submitted on May 6, 2024

CIK No. 0001868159

Ladies and Gentlemen:

On behalf of Lineage, Inc. (the “Company”), set forth below is the Company’s response to the comment of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated May 16, 2024, relating to the Company’s Amendment No. 5 to confidential draft registration statement on Form S-11 submitted to the Commission on May 6, 2024 (the “Registration Statement”).

Concurrently with the submission of this letter, the Company is confidentially submitting via EDGAR Amendment No. 6 to the draft Registration Statement (the “Amended Registration Statement”) responding to the Staff’s comment and updating the Registration Statement.

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

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

Use of Proceeds, page 106

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 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.