SecProbe.io

1Rupert, Kevin C.
From: Mahon, John [John.Mahon@sutherland.com]
Sent: Thursday, February 23, 2012 8:12 PM
To: Rupert, Kevin C.
Cc: Pfordte, Richard; Boehm, Steven; Bulkin, Vlad
Subject: TICC Capital Corp.
Attachments: merge.PDF
Kevin:

Please find attached a response letter addressing the comments you provided on Friday, February 17, 2012 with respect
to Amendment No. 2 to TICC Capital's shelf registration statem ent on Form N-2.  Also attached to the response letter are
marked pages indicating proposed changes to TICC Capital's disclosure in response to your comments.  Both are being
filed as correspondence on EDGAR as well.

In addition, based on a conversation we had earlier today with your colleague, John Russo, from the Office of the Chief
Accountant for the Division of Investment Management, it is our understanding that TICC C apital should follow the 60-day
time period set forth in Rule 3-18 of Regulation S-X with resp ect to determining when the financial statements included in
its registration statement would be considered "stale."  In view  of the that discussion, TICC Capital has asked us to check
on the feasibility of seeking effectiveness of its current registration  statement prior to the ex piration of the 60-day period
set forth in Rule 3-18, which will occur early next week , assuming that you are co mfortable with, and that TICC
Capital files a pre-effective amendment prior to effe ctiveness that conforms to the attached responses.  Any guidance that
you could provide would be greatly appreciated.

Please feel free to call us if you have any questions.
 Regards,

John

John J. Mahon  | Partner

Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue NW  | Washington, DC 20004-2415
202 383.0515 direct | 202.641.4481 mobile | 202.637.3593 facsimile
john.mahon@sutherland.com  | www.sutherland.com
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To learn more about alternative fund structures and our BD C and Alternative Assets Practice Group, please visit
www.publiclytradedprivateequity.com .

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149015 CORRESP4 1 TICC CAPITAL CORP.
FORM N-223-Feb-2012 19:18 EST
HTM WDCRR Donnelley ProFile SER taboj0sw 5*
ESS 0CPA8710AC332313
10.10.10
Page 1 of 1
[Letterhead of Sutherland Asbill & Brennan LLP]
February 23, 2012
VIA EDGAR
Mr. Kevin C. Rupert
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Registration Statement on Form N-2
Filed February 11, 2011
File No. 333 -172214
Dear Mr. Rupert:
On behalf of TICC Capital Corp. (the “Company” ), set forth below are the Company’s responses to the oral comments provided
by the staff of the Division of Investment Management (the “Staff” ) of the Securities and Exchange Commission (the
“Commission” ) to the Company on February 17, 2012 with respect to Amendment No. 2 to the Company’s registration statement on
Form N-2 (File No. 333-172214), filed with the Commission on February 1, 2011 (the “Registration Statement” ), and the prospectus
included therein (the “Prospectus” ). The Staff’s comments are set forth below and are followed by the Company’s responses. Where
revisions to the Prospectus are indicated in the Company’s responses set forth below, such revisions have been included in the marked
pages attached as an exhibit hereto.
General

The Company confirms that it will make the above-requested revisions to its Schedule of Investments as of December 31, 2011
in res ponse to the Staff’s comment.   Re: TICC Ca pital Cor p.
1. We note your reference to investments that have a “payment-in-kind,” or “PIK” interest feature in footnote no. 3 to the
Company’s Schedule of Investments as of September 30, 2011. Please confirm that the Company will revise its Schedule of
Investments in future filings to include a separate category for those investments that have a PIK interest component. In
addition, please confirm that the Company will provide sub-totals for each category within its future Schedules of Investments.

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149015 CORRESP4 2 TICC CAPITAL CORP.
FORM N-223-Feb-2012 16:51 EST
HTM WDCRR Donnelley ProFile SER teetl0sw 2*
ESS 0CPA8710AC344924
10.10.10
Page 1 of 1
Mr. Kevin C. Rupert
February 23, 2012
Page 2

The Company has revised the disclosure set forth in the “Senior Securities” section of the Prospectus in response to the Staff’ s
comment by including as exhibits the reports on the senior securities table relating to December 31, 2007 and 2006.

The Company confirms that it will file a consent relating to the annual financial statements from its auditors by means of a po st-
effective amendment to the Registration Statement each time it includes any additional financial statements in a prospectus supplement used under the Registration Statement.

The Company confirms that it understands that the Staff has not passed on or approved the Company’s analysis regarding the
Company’s zero percent interest rate investment in GenuTec Business Solutions, or the disclosure contained in the Prospectus pertaining thereto.

Summary

The Company has revised the disclosure set forth under the “Summary,” “MD&A” and “Business” sections of the Prospectus in
response to the Staff’s comment.
Fees and Expenses
  2. Please confirm that the tabular information set forth under the “Senior Securities” section of the Prospectus has been audited ,
as required by Instruction 8 to Item 4.1 of Form N-2.
3. We note the Company’s response to the Staff’s prior comment no. 2, but continue to believe a consent is required for inclusio n
of any additional financial statements, including unaudited interim financial statements, in a prospectus supplement relating t o
an offering off of the Registration Statement. Please confirm that the Company will file such a consent from its auditors via a
post-effective amendment each time it include any additional financial statements in a prospectus supplement.
4. We note the Company’s response to the Staff’s prior comment no. 14. Please confirm that the Company understands that the
Staff has not passed on or approved the Company’s analysis regarding the Company’s zero percent interest rate investment in GenuTec Business Solutions, or the disclosure contained in the Prospectus pertaining thereto.
5. Please revise the disclosure set forth in the “Summary” section of the Prospectus to clarify that the investments held by the
Company would generally be considered to fall below investment grade.
6. Please revise the “Example” set forth in the “Fees and Expenses” section of the Prospectus to show the impact of the incentive
fee payable to the Company’s investment adviser.

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149015 CORRESP4 3 TICC CAPITAL CORP.
FORM N-223-Feb-2012 16:51 EST
HTM WDCRR Donnelley ProFile SER teetl0sw 2*
ESS 0CPA8710AC344924
10.10.10
Page 1 of 1
Mr. Kevin C. Rupert
February 23, 2012
Page 3
The Company has revised the disclosure set forth in the “Fees and Expenses” section of the Prospectus in response to the Staff’ s
comment.

The Company has revised the disclosure set forth in the “Fees and Expenses” section of the Prospectus in response to the Staff’ s
comment.
Part C – Other Information

The Company respectfully refers the Staff to the disclosure set forth in the final paragraph under Item 30 of Part C of the
Registration Statement.
*            *            *
If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or
John J. Mahon at (202) 383-0515.
Sincerely,
/s/ Steven B. Boehm
Steven B. Boehm

John J. Mahon, Es q. / Sutherland Asbill & Brennan LLP 7. Please revise the tabular disclosure in the “Fees and Expenses” section of the Prospectus to reflect the estimated amount of
preferred stock the Company anticipates issuing under the Registration Statement, rather than including such disclosure in the
related footnotes to such tabular disclosure.
8. Please confirm that the Company has included in the Registration Statement the undertaking required by Rule 484 under the
Securities Act of 1933, as amended.
cc: Jonathan H. Cohen / TICC Ca pital Cor p.

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149015 TX 1 TICC CAPITAL CORP.
FORM N-223-Feb-2012 16:37 EST
CURR 23-Feb-2012 16:19 EST PS WDCRR Donnelley ProFile SER tysoa0sw 18*
PMT 1CPA8710AC350842
10.10.10
SUMMARY
The following summary contains basic information about offerings pursuant to this prospectus. It may not
contain all the information that is important to you. For a more complete understanding of offerings pursuant tothis prospectus, we encourage you to read this entire prospectus and the documents to which we have referred inthis prospectus, together with the accompanying prospectus supplements including the risks set forth under thecaption “Risk Factors” in this prospectus and the accompanying prospectus supplement and the information setforth under the caption “Where You Can Find Additional Information” in this prospectus.
Except where the context requires otherwise, the terms “TICC,” “Company,” “we,” “us” and “our” refer
to TICC Capital Corp. together with its subsidiaries, TICC Capital Corp. 2011-1 Holdings, LLC (“Holdings”)and TICC CLO LLC (“Securitization Issuer” or “TICC CLO”); “TICC Management” refers to TICCManagement, LLC; and “BDC Partners” refers to BDC Partners, LLC.
Overview
We are a specialty finance company principally providing capital to primarily non-public small- to medium-
sized companies. Our investment objective is to maximize our portfolio’s total return. Our primary focus is toseek current income by investing primarily in corporate debt securities. Our debt investments may includebilateral loans (loans where we hold the entirety of a particular loan) and syndicated loans (those where multipleinvestors hold portions of that loan). We have and may continue to invest in structured finance investments,including collateralized loan obligation (“CLO”) investment vehicles, that own debt securities. We may also seekto provide our stockholders with long-term capital growth through the appreciation in the value of warrants orother equity instruments that we may receive when we make debt investments or equity investments. We mayalso invest in publicly traded debt and/or equity securities. As a business development company (“BDC”), wemay not acquire any asset other than “qualifying assets” unless, at the time we make the acquisition, the value ofour qualifying assets represents at least 70% of the value of our total assets.
Our capital is generally used by our portfolio companies to finance organic growth, acquisitions,
recapitalizations and working capital. Our investment decisions are based on extensive analysis of potentialportfolio companies’ business operations supported by an in-depth understanding of the quality of their recurringrevenues and cash flow, variability of costs and the inherent value of their assets, including proprietary intangibleassets and intellectual property.
We expect that our investments will generally range from $5 million to $30 million each, although this
investment size may vary proportionately as the size of our capital base changes and market conditions warrant,and accrue interest at fixed or variable rates.
While the structures of our investments vary, we invest primarily in the debt of middle-market companies.
We seek to invest in entities that, as a general matter, have been operating for at least one year prior to the date ofour investment and that will, at the time of our investment, have employees and revenues, and are cash flowpositive. Many of these companies will have financial backing provided by private equity or venture capitalfunds or other financial or strategic sponsors at the time we make an investment. The types of portfolio
companies in which we invest, however, will generally be considered below investment grade.
We have historically and may in the future continue to borrow funds to make investments. As a result, we
may be exposed to the risks of leverage, which may be considered a speculative investment technique.Borrowings, also known as leverage, magnify the potential for gain and loss on amounts invested and thereforeincrease the risks associated with investing in our securities. In addition, the costs associated with ourborrowings, including any increase in the management fee payable to our investment adviser, TICCManagement, will be borne by our common stockholders.
1

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149015 TX 11 TICC CAPITAL CORP.
FORM N-223-Feb-2012 16:40 EST
CURR 23-Feb-2012 16:19 EST PS WDCRR Donnelley ProFile SER tysoa0sw
START PAGE12*
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FEES AND EXPENSES
The following table is intended to assist you in understanding the costs and expenses that you will bear
directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates andmay vary. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees orexpenses paid by “us” or “TICC,” or that “we” will pay fees or expenses, you will indirectly bear such fees orexpenses as an investor in TICC.
Stockholder transaction expenses:
Sales load (as a percentage of offering price) ............................................. — %
(1)
Offering expenses borne by us (as a percentage of offering price) ............................. — %(2)
Dividend reinvestment plan expenses ................................................... None(3)
Total stockholder transaction expenses (as a percentage of offering price) ....................... — %
Annual expenses (as a percentage of net assets attributable to our common stock):
Base management fee ................................................................ 2 . 91%(4)
Incentive fees payable under our investment advisory agreement .............................. 0.92%(5)
Interest payments on borrowed funds .................................................... 1.65%(6)
Acquired fund fees and expenses ....................................................... 0.98%(7)
Other expenses (estimated) ............................................................ 1.01%(8)
Total annual expenses (estimated) .................................................. 7.47%(9)
Example
The following example, required by the SEC, demonstrates the projected dollar amount of total cumulative
expenses that would be incurred over various periods with respect to a hypothetical investment in our commonstock. In calculating the following expense amounts, we assumed we would maintain the current amount ofleverage and that our operating expenses would remain at the levels set forth in the table above. In the event thatshares to which this prospectus relates are sold to or through underwriters, a corresponding prospectussupplement will restate this example to reflect the applicable sales load.
1 Year 3 Years 5 Years 10 Years
You would pay the following expenses on a $1,000 investment, assuming a
5% annual return .............................................. $ 74 $216 $351 $661