Joseph A. Herz
Tel. (212) 801-6926
Fax (212) 801-6400
herzj@gtlaw.com
August 17, 2015
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Mr. Coy Garrison
| Re: | NorthStar Real Estate Income II, Inc. |
Post-Effective Amendment No. 11
to the Registration Statement on Form S-11 (“Post-Effective Amendment No. 11”)
Filed August 7, 2015
File No. 333-185640
Dear Mr. Garrison:
On behalf of NorthStar Real Estate Income II, Inc., a Maryland corporation (the “Company”), we are submitting this letter in response to the oral comments received from the Staff (the “Staff”) of the Securities and Exchange Commission by telephone call to Judith Fryer on August 11, 2015 in connection with the above-referenced filing.
For the Staff’s convenience, the oral comments have been transcribed below, followed by the Company’s responses.
| 1. | In the Prospectus Summary section of the prospectus, please repeat the statement that is currently on page 152 of Post-Effective Amendment No. 11 (or add a similar statement) with respect to the estimated maximum amount and length of time of payment of the distribution fee. |
Response
The Company will add the requested disclosure to the Prospectus Summary section in a Pre-Effective Amendment No. 1 to the Post-Effective Amendment No. 11 (the “Amendment”). For ease of your review, the Company has attached hereto as Exhibit A a marked page reflecting this change.
Greenberg Traurig, LLP n Attorneys at Law n WWW.GTLAW.COM
MetLife Building, 200 Park Avenue n New York, New York 10166 n Tel 212.801.9200 n Fax 212.801.6400
Securities and Exchange Commission
August 17, 2015
Page 2
| 2. | In the Estimated Use of Proceeds section of Prospectus commencing on page 62 of Post-Effective Amendment No. 11, please add a footnote to the estimated use of proceeds table regarding the estimated use of proceeds with respect to Class T shares that discloses that the distribution fee is not included in the table and provides the amount of the distribution fee and how it is calculated and paid. |
Response
The Company will add in the Amendment the requested disclosure in the “Estimated Use of Proceeds” section as a footnote to the table regarding the estimated use of proceeds with respect to Class T shares. For ease of your review, the Company has attached hereto as Exhibit B a marked page reflecting this change.
| 3. | Please note that updated financial statement and information would be required in any filing made after August 12, 2015. |
The Company will include updated financial statements and information in the Amendment.
***
If you should have any questions about this letter or require any further information, please call me at (212) 801-6926.
Sincerely,
/s/ Joseph A. Herz
Joseph A. Herz
| cc: | Jenny B. Neslin, Esq., NorthStar Real Estate Income II, Inc. |
Judith D. Fryer, Esq., Greenberg Traurig, LLP
EXHIBIT A
EXHIBIT B
