[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP LETTERHEAD]

www.friedfrank.com

October 31, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

On behalf of FrontView REIT, Inc. (the “Company”), we hereby confidentially submit to the Securities and Exchange Commission (the “Commission”) an amended version (“Amendment No. 1”) of the Company’s Draft Registration Statement on Form S-11 (the “Initial Draft Registration Statement”). Amendment No. 1 has been marked to show all changes made to the Initial Draft Registration Statement, which was confidentially submitted to the Commission on August 23, 2023.

Your numbered comments with respect to the Initial Draft Registration Statement are reproduced below in bold text. The Company’s responses thereto are set forth immediately following the reproduced comment to which they relate. All references to page numbers in the Company’s responses are to the page numbers in Amendment No. 1. Capitalized terms used herein without definition have the meanings given in Amendment No. 1.

In response to the Staff’s comment, we have deleted the disclaimer on page ii in Amendment No. 1.

In response to the Staff’s comment, the Company confirms that it will file the New Delayed Draw Term Loan and a New Revolving Credit Facility as exhibits in a subsequent amendment to the Initial Draft Registration Statement, once the agreements have been finalized.  The Company will also file the Revolving Credit Facility and Term Loan Credit Facility as exhibits in a subsequent amendment to the Initial Draft Registration Statement.

In response to the Staff’s comment, the Company has revised its disclosure on pages 1 and 21 of Amendment No. 1.

In response to the Staff’s comment, the Company advises the Staff that it has not yet determined the amount of total debt that it may incur or its debt service obligations. The Company will update the disclosure in a subsequent amendment to the Initial Draft Registration Statement once such information has been determined.

In response to the Staff’s comment, the Company respectfully advises that the Company historically has obtained a “last look” for some acquisition opportunities because of the relationships it has developed with brokers and repeat sellers that are based on, among other things, the Company consistently having demonstrated an ability to close on acquisitions. The Company has revised its disclosure on pages 4 and 92 of Amendment No. 1.

In response to the Staff’s comment, the Company has revised its disclosure on page 29 of Amendment No. 1.

In response to the Staff’s comment, the Company advises the Staff that the Company is currently negotiating the terms of its employment agreements that it expects to enter into with each of its named executive officers, which is expected to include, among other things, termination fee provisions.  The Company will update the disclosure in a subsequent amendment to the Initial Draft Registration Statement once such agreements have been finalized.

In response to the Staff’s comment, the Company has revised the disclosure in the table on page 58 of Amendment No. 1.  Specifically, note (2) to the table has been revised to reflect the increase in the net tangible book value per share of the Company’s Common Stock attributable to the REIT Contribution Transactions and Internalization.

In response to the Staff’s comment, the Company advises the Staff that the Company is continuing to negotiate the terms of the New Delayed Draw Term Loan and a New Revolving Credit Facility, including the material financial covenants. The Company will update the disclosure in a subsequent amendment to the Initial Draft Registration Statement once such agreements have been finalized.

In response to the Staff’s comment, the Company hereby confirms that substantially all of its leases are net leases.

In response to the Staff’s comment, the Company has revised its disclosure on pages 66 and 67 of Amendment No. 1.

In response to the Staff’s comment, the Company has revised its disclosure on pages 74, 75, 76 and 77 of Amendment No. 1.

The Company respectfully advises the Staff that Item 15 disclosure is not required because none of the Company’s properties are materially important properties. None of the properties had (i) a book value that equaled ten percent or more of the Company’s total assets on a consolidated basis or (ii) gross revenues that amounted to ten percent or more of the Company’s aggregate gross revenues on a consolidated basis for the fiscal year ended December 31, 2022.

In response to the Staff’s comment, the Company has revised its disclosure on pages F-2 and F-3 of Amendment No. 1.

In response to the Staff’s comment, the Company has revised its disclosure on pages F-6 and F-7 of Amendment No. 1.

In response to the Staff’s comments, the Company has added disclosure on pages F-8, F-9, F-10, F-11 and F-12 of Amendment No. 1.

In response to the Staff’s comment, the Company has determined that the Internalization is an asset acquisition under ASC 805-50 as the acquisition does not qualify as a business combination under ASC 805-10.

The Company reached this conclusion after undertaking a two-part analysis. First, the Company determined that substantially all of the fair value of the assets acquired were not concentrated in a single group of similar identifiable assets under ASC 805-10-55-5A. Second, the Company then determined that the set is not a “business” under ASC 805-10-55-5E.

In the first step of its analysis, the Company assessed if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets by applying the screen test pursuant to ASC 805-10-55-5A. The assets acquired consisted of the following:

The fair value of the above assets acquired were $0.8 million and $1.2 million, respectively. The total gross assets acquired were approximately $2.0 million in the aggregate. The remainder of the Internalization consideration to be paid, namely $37.6 million, represents the amount required to terminate the management arrangement which is considered a separate transaction and therefore not a part of the set and definition of a business analysis. The assembled workforce intangible of $1.2 million is not considered a single identifiable asset in the numerator of the screen test under ASC 805-10-55-5B. Based on the results of the screen test, the Company concluded that substantially all of the fair value of assets acquired were not concentrated in a single group of similar identifiable assets.

Pursuant to ASC 805-10-55-5E, the Company then concluded that the set is not a “business”, because it does not have “both an input and a substantive process that together significantly contribute to the ability to create outputs.” In order for the employees, which represent the primary input, to undertake a substantive process in accordance with 805-10-55-5E(a), the organized workforce must be able to perform an acquired process to an acquired input to contribute the ability to continue producing outputs. Given there is no other acquired input upon which the employees can apply a process in order to generate outputs, the set does not have both an input and substantive process. That is, the only other input is a right of use asset that is incidental to the employees’ ability to generate outputs (i.e. the employees do not apply a process to the right of use asset to continue to generate outputs). Further, there are no acquired contracts or other acquired processes that can be applied to the acquired inputs that would represent a substantive process in accordance with 805-10-55-5E(b)-(d). Thus, the Company concluded that a substantive process was not acquired, and the acquisition does not qualify as a business and will be accounted for as an asset acquisition.

In response to the Staff’s comment, the Company respectfully advises that there was no discrepancy in the allocation of the purchase price, because $37.6 million of the purchase price relates to the termination of the management arrangement (which for accounting purposes is a separate transaction from the Internalization) and $1.2 million relates to the acquisition of assets in connection with the Internalization.  The Company has clarified by adding disclosures to note (E) to show the allocation between the contract termination fee and the purchase price allocation of the Internalization. The Company allocated $37.6 million relating to the termination of the management arrangement which is the fair value of the contract termination fee in accordance with ASC 420. The Company allocated $1.2 million relating to an assembled workforce and a right-of-use lease asset and liability of an operating lease of office space of $0.8 million and $0.8 million, respectively. The result is that the purchase price was allocated to the contract termination and asset acquisition based on their respective fair values.

In response to the Staff’s comment, the Company respectfully advises that the Founder has a 30% equity interest in the external manager and is the sole day-to-day decision maker for all decisions relating to the predecessor and its business. As requested, the Company has attached to this letter as Exhibit A the organizational chart for the external manager.

For the authoritative accounting literature relied upon by the Company, please refer to its responses to comments 17 and 18 above, which reference the accounting literature in ASC 805 and ASC 420.

In response to the Staff’s comment, the Company hereby advises that the Founder controls the predecessor indirectly through its control of the external manager. As requested, the Company has attached to this letter as Exhibit B the organization chart of the predecessor.

For the authoritative accounting literature relied upon by the Company, please refer to its responses to comments 17 and 18 above, which reference the accounting literature in ASC 805 and ASC 420.

In response to the Staff’s comment, the Company has added disclosure on pages F-9 and F-10, which is now F-10 and F-11, of Amendment No. 1 to (K), which is now (J).

In response to the Staff’s comment, the Company respectfully advises that it determined that it was appropriate to classify the Common units within partners’ capital under permanent equity because the General Partner has control over the redemption of the Common Units pursuant to the terms of the predecessor’s limited partnership agreement (“LP Agreement”) and in accordance with ASC 480.  Under Section 480-10-S99, the Common Units would not need to be subsequently remeasured at the redemption value as they are classified as permanent equity. In particular, the General Partner has control over whether or not to make any redemptions of the Common Units. The LP Agreement gives the General Partner the ability to suspend redemptions rights in its sole discretion, if the General Partner determines that such suspension of redemption rights would be in the best interests of the Partnership as a whole. The voting power with respect to all matters requiring Limited Partner action is vested exclusively in the General Partner under the LP Agreement. The Limited Partners also lack any substantive kick-out rights. The Company has concluded that the redemption of the Common Units is within the control of the General Partner and that the Common Units should be classified as partners’ capital in permanent equity. The Common Units generally would not be subsequently remeasured as it represents the residual net assets value allocated to the permanent equity, which in this case is valued less than the redemption value.

We believe ASC 480 provides analogous guidance to this situation even though it governs preferred securities. ASC 480 requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of an event that is not solely within the control of the issuer. As noted in ASC 480, the Commission reasoned that “[t]here is a significant difference between a security with mandatory redemption requirements or whose redemption is outside the control of the issuer and conventional equity capital. The Commission believes that it is necessary to highlight the future cash obligations attached to this type of security so as to distinguish it from permanent equity.” Although ASC 480 specifically describes and discusses preferred securities, the SEC staff believes that ASC 480 also provides analogous guidance for other redeemable equity instructions including, for example, common stock.

In response to the Staff’s comment, the Company has added additional disclosure on page F-62 of Amendment No. 1.

In response to the Staff’s comment, the Company has included disclosure on page F-63 of Amendment No. 1.

In response to the Staff’s comment, the Company respectfully advises the Staff that there were two assets  sold during 2022 which involved ground leases and thus represented non-depreciable assets. In addition, any related intangible asset was fully amortized and written off prior to 2022.

At this time, the Company has not presented any written communications, as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), to potential investors in reliance on Section 5(d) of the Securities Act, and the Company has not authorized anyone to do so on its behalf. The Company undertakes to provide supplementally to the Staff any such written communications that it determines to present, or authorizes a person to present on the Company’s behalf, to potential investors in connection with the offering in reliance on Section 5(d) of the Securities Act.

If you have any questions or comments concerning this submission, please do not hesitate to contact me at (202) 639-7486.

		Very truly yours,
		/s/ Stuart A. Barr
		Stuart A. Barr
cc:	FrontView REIT, Inc.

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