SecProbe.io

September 2 7, 2012

Steven B. Boehm, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC  20004- 2415

Re: TICC Capital Corp. (the “Company ”)
 Registration Statement on Form N -2
 File Number 333 -183605

Dear Mr. Boehm :

Pursuant to Securities Act Release No. 6510 and in reliance upon the representations contained in your letter dated August 29 , 2012, we performed a limited review of the registration statement
referenced above and have the following comments.
  Whenever a comment is made in one
location, it is considered applicable to all similar disclosure  appearing elsewhere in the
registration statement.

Prospectus Outside Front Cover Page
 Disclose that the securities in which the Company invests  will generally be con sidered below
investment grade , which are also known as junk securities , and that most of the Company’s debt
investments will not fully amortize during their lifetime, which could result in a substantial amount of unpaid principal and interest due upon mat urity .
 Disclose the per share net asset value of the Company’s common shares as of a recent date.

About This Prospectus
 Expand the disclosure to make clear that the related prospectus supplement and “this prospectus”
will together constitute the prospectus for an offering of the Company ’s securities.

Clarify in the last sentence that all of the material terms of any exhibit s and t he additional
information described under the heading “ Where You Can Find Additional Information” that
should be read before you make an investment decision will nonetheless be summarized in the prospectus or applicable prospectus supplement.

Summa ry (page 1)
 Provide an organizational chart showing the relationship among the various TICC entities described in the prospectus.  Also include in the organizational chart the extent of the Company’s ownership in its direct and indirect subsidiaries.

Steven B. Boehm, Esq.
Page 2

Overview  (page 1)
 Expand the last sentence of the fourth paragraph to indicate that securities of below investment grade quality are also known as junk securities and have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
 In an appropriate place in the prospectus highlight the following matters that pertain  to the
Company’s securitization transactions :
 Disclose in plain English the salient characteristics of a securitization  transaction  and explain
why the Company engaged in these transactions .
 Disclose whether the Company will be sponsoring additional securitizations  of the Company’s
assets .  If it will, also disclose (1) how future securitizations will be str uctured and financed; (2)
who will originate and earn loan origination fees on the loans that will be the subject of the securitizations; and (3) what loan underwriting standards will be used and who will establish such standards.  Also include in the Company’s fee table presentation all related fees and expenses that, on a consolidated basis, the Company  will incur for any securitization it plans to
sponsor during the next twelve months.   Disclose whether the existing securitization issuers could issue ad ditional securities.
 Also disclose whether any income and/or capital gain incentive fee will be earned in respect of the sale or contribution of the loans to Holdings or to the securitization issuers as a result of the securitization transactions.  If either or both fees accrue as a result of the securitization transactions, disclose the conflict of interest this presents to TICC Management.  Disclose how
the Company’s Board of Directors will monitor this conflict of interest.
 Disclose whether TICC Mana gement’s activities pertaining to the securitizations , including
when it acts as collateral manager to the securitization issuer s, are covered by indemnification
provisions.  If so, your response letter should also identify the applicable contractual
indem nification provisions.
 Disclos e who selected the loans that back the securities issued by the securitization issuer s, and
disclose the selection criteria used.
 Disclose whether all of the securities issued in respect of the securitization transactions  were
issued pursuant to an exemption from registration under the Securities Act of 1933.  In your response letter, discuss the status under the 1940 Act of Holdings, the securitization issuers, and the Company’s ownership of Holdings.

Steven B. Boehm, Es q.
Page 3

Fees and Expenses  (page 12)
 The fee table and Example that is included in the current prospectus, as well as in any prospectus
supplement used with any offering from this shelf registration statement that triggers the need to include a fee table and Example, should also be updated in accordance with current staff positions with the most current information available  to the Company .  In this regard, set forth in
your response letter the reasons why the fee table in the August 15, 2012 prospec tus supplement
did not reflect the higher total annual expenses currently reflected in the Company’s prospectus ,
which increase apparently result ed from the TICC CLO 2012- 1 transaction which also closed in
August 2012.
 Delete the word “estimated” from the “Other expenses (estimated)” and “Total annual expenses
(estimated)” line items.
 The line item “offering expenses borne by us (as a percentage of offering price)” should instead be presented as “offering expenses borne by holders of our common stock (as a percentage of offering price).”
 Expand footnote (4) to clarify whether the reference to “all of the assets of TICC” refers to TICC, together with all of its subsidiaries on a consolidated basis.
 Expand footnote (6) to disclose the Company’s plans to is sue preferred stock during the next 12
months.  It appears from the disclosure  contained in footnote (6) that the fee table presentation of total
annual expenses would actually be substantially higher  had the actual  amount of the Company’s
outstanding borr owings and the effective annualized average interest rate expected to be incurred
by the Company during the next 12 months been taken into account.  In your response letter, identify the components of the calculation used to determine  the “Interest payments on borrowed
funds” presented in the fee table, and the appropriateness of the assumptions  used in the
calculation .
 In footnote  (7), identify what “investments in CLO equity tranches based on CLO equity
investment held as of June 30, 2012” are included.  In this regard, indicate whether the TICC CLO 2011 transaction  is also included and why the TICC CLO 2012 -1 transaction apparently is
not.   It appears that, based on the various assumptions made and limitations imposed, as described in footnote (7), when calculating the Company’s “Acquired fund fees and expenses” the amount
presented the  fee table may be  potentially substantially understated.  In your response letter,
please explain the appro priateness of the Company’s presentation of “Acquired fund fees and
expenses.”

Steven B. Boehm, Esq.
Page 4

Risk Factor s (page 17)
 We note that the wide array of s ecurities the Company  may issue makes the Company’ s risk
disclosure more complicated and assumptions about the s ecurities to be issued much more
important.  For example, given the s ecurities’ potential leverage and potentially dilutive effect,
highlight in your response letter how the Company  will convey a fair and accurate representation
of these risks in the prospectus and prospectus supplements .  Also, t he risk profile and expense
ratio attributable to common shares can change materially as different s ecurities are issued.  In
your response letter, high light how the Company will convey the anticipated material changes in
the applicable prospectus supplement where, for example, the Company makes an offering of its common stock a s the first takedown from this shelf offering .

We are permitted to borrow money, which magnifies the potential for gain or loss on amounts
invested and may increase the risk of investing in us.  (page 22)
 Expand the disclosure to clarify how a securitization transaction constitutes leverage of the Company for purposes of the 1940 Act.

We may be required to assume liabilities of the 2011 Securitization Issuer, and we may incur
liability to the 2012 Securitization Issuer.   (page 26)
 Expand the disclosure  to address the heightened level of the risks described in light of t he
apparent consolidation for financial accounting and tax accounting purposes  of the Company
with the s ecuritization i ssuers  and related entities .
 Provide a plain English discussion highlighting how the securitization transactions transformed the Company’s direct ownership position, risk profile, rights and liabilities in respect of portfolio
loans on a pre -securitization basis versus its post -securitization indirect ownership position, risk
profile, rights and liabilities of those portfolio loans.  The disc ussion should also briefly compare
the Company’s ability before and after the securitizations to enforce, directly or indirectly, payment obligations and loan covenants of the portfolio loans that were sold or contributed pursuant to the master loan sale a greement.

Price Range of Common Stock and Distributions  (page 42)
 Change the fourth and fifth column headings in the table to “Premium or (Discount) of High Sales Price to NAV’ and “Premium or (Discount) of Low Sales Price to NAV,” respectively.
 In your  response letter, please confirm that none of the distributions to the Company’s
shareholders represented a return of capital.

Steven B. Boehm, Esq.
Page 5

Management Discussion and Analysis  (page 44)
 Expand the disclos ure contained in the  sixth  paragraph of the Overview section to address the
substantial increase in PIK deferred income “earned” by the Company and also highlight the risks presented as a result of PIK deferred income.

Borrowings  (page 69)
 The fifth paragraph indicates that, although the Company is entitled to a deferred fee for its services as collateral manager, “the deferred fee is elim inated in consolidation.”  Briefly
highlight how the deferred fee is eliminated as a result of the current ownership structure of the securi tization vehicles.  In this regard, w e note from the compensation provisions  of each of the
Collateral M anagement A greements for the 2011 and 2012 securitization transactions that, under
certain other circumstances  and ownership structures , a Senior Col lateral Management Fee, a
Subordinated Collateral Management Fee and an Incentive Collateral Management Fee are all payable to the Company, as Collateral Manager.  Disclo se whether under all circumstances all
such fees will be paid directly to the Company .

Management Fee (page 114)
 Define “gross assets.”
 Highlight the extent to which any management fees are paid on securitization -related assets and
on any income , fees or gains on securitizations.
 Clarify that any fee paid on accrued income in respect of or iginal issue discount, PIK interest and
zero coupon securities is not returned to the Company where such accrued income is not ultimately received by the Company in cash.

Description of Our Capital Stock (page 134)
 Expand the disclosure, as necessary, t o ensure that the material provisions of the Maryland
General Corporation Law and the Company ’s charter  and bylaws have been included in this
section of the prospectus and also include a statement to that effect in the first paragraph.

Description of Our Subscription Rights  (page 141)
 Include risk disclosure about the potential negative consequences of the possibility of multiple rights offerings including, among other things, the dilutive impact to voting and to NAV, in the case of rights offerings below NAV, a nd the potential impact of market overhang on the price of
the Company ’s common stock.  See generally Investment Company Act Release No. 9932 (Sept.
15, 1977).

Steven B. Boehm, Esq.
Page 6

 Disclose, if true,  that the Company ’s common shareh olders will indirectly bear all of the
expenses of the subscription rights offer ings, regardless of whether the Company ’s common
stockholders exercise any subscription rights .

Description of Our Warrants  (page 142)
 Clarify the significance of the referen ce in the last paragraph to “Solar Capital.”

Description of Debt Securities  (page 143)
 Expand the disclosure, as necessary, to ensure that the material provisions of the indenture have been included in this section of the prospectus and also include a statement to that effect in the third paragraph.
 Disclose that any person from whom the C ompany  borrows will not, in their capacity as either
lender or debt holder, have either a veto power or a vote in approving or changing any of the Company ’s operating  policies  or investment strategies .
 Highlight the extent, and consequent effect, of any s tructural subordination resulting from the
Company ’s capital structure.

Covenant Defeasance (page 152)
 Reconcile the apparent inconsistency in the disclosure  contained in the first and last sentences  of
the last paragraph.

Full Defeasance (page 152)
 Specifically identify to what “change in U.S. federal tax law, as described below” the disclosure
is referring.
 Expand the last sentence of the last paragraph to clarify the impact of being released from the
referenced subordination provisions.
Description  of Our Units  (page 156)
 Expand the last paragraph to clarify that the material terms of “the units and any applicable underlying security or pledge or depositary arrangements” or any other “applicable agreements” will nonetheless be described in “this pr ospectus and in any prospectus supplement.”
 Expand the disclosure to describe the 1) whether units present any unusual or unique risks that
potential purchases should be aware of; 2) whether units have any influence or relationship with

Steven B. Boehm, Esq.
Page 7

 the asset coverage requirements of the 1940 Act; 3) whether units will have trading symbols of
their own and/or whether holders will be able to trade the unit components individually; and 4) whether there are any voting right issues or confli cts with respect to unit components.

Moreover, disclose 1) how the Company  benefits by issuing units; 2) how this benefit differs
from the Company  issuing the individual unit components; and 3) whether this benefit to the
Company  gives rise to any disadva ntage for shareholders in purchasing units, when compared to
the individual components comprising the units.
 In your response letter, please fully explain to the staff how the offering price will be allocated to the components of the units.
 Could the offering of units indirectly result in the Company selling shares of its common stock at a price below  net asset value?   In your response letter, explain whether the units may be
structured so as to, in effect, offer shares of the Company’s common stock at a price below net asset value by lowering the price of the other securities included in the unit.
Plan of Distribution  (page 157)
 Expand the disclosure to indicate the extent to which the Company ’s common shareholders will
indirectly bear all of the various expenses incurred in connection with all of the distribution
activities described therein.     Please confirm to the staff in your response letter that the Company  will submit any underwritten
offering to FINRA for its prior approval of the underwriting terms .
 Clarify that any offering of securities by the Company that requires shareholder approval must occur, if at all, within one year after receiving such shareholder approval.  In your response letter, undertake to include  in any prospectus supplement, as applicable, under a
section  captioned “Additional Underwriter Compensation” a descri ption of the terms of any
agreement (including those pertaining to any securitization tr