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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,
 Greg Lehmkuhl
FirstName   LastNameGreg Lehmkuhl
Lineage, Inc.
Comapany
April       NameLineage, Inc.
       4, 2024
April 24, 2024 Page 2
Page
FirstName LastName
         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
 Greg Lehmkuhl
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,
FirstName LastNameGreg Lehmkuhl
                                                              Division of
Corporation Finance
Comapany NameLineage, Inc.
                                                              Office of Real
Estate & Construction
April 4, 2024 Page 3
cc:       Julian Kleindorfer, Esq.
FirstName LastName
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