SecProbe.io

May 9, 2014  Steven B. Boehm.  Sutherland Asbill & Brennan LLP  700 Sixth Street, NW, Suite 700 Washington, DC 20001-3980  Re:  TICC Capital Corp. (the “Company”)
Registration Statement on Form N-2  File Number: 333-195195
Dear Mr. Boehm:
The Company filed a shelf registration st atement on Form N-2 on April 10, 2014 under
which it may offer up to $600,000,000 of shares of  its common stock, preferred stock, debt
securities, subscription rights or  warrants to purchase its co mmon stock or debt securities
(collectively, the “Securities”).  The Securities may be offered at prices and on terms to be
disclosed in one or more supplem ents to the prospectus.

Based upon Securities Act Release No. 6510 (Feb ruary 15, 1984) and the representations
contained in your letter of Ap ril 10, 2014, we conducted a selective review of the registration
statement.  You are reminded that the burden of fu ll and fair disclosure rests with the registrant,
its counsel, and others engaged in  the preparation of its registra tion statement.   Based on our
review of the filing, we have the following comments. Whenever a comment is made in one
location, you should consider it appl icable to all similar disclosu re appearing elsewhere in the
registration statement (including all fu ture prospectus supplements).

GENERAL

1. In your response, undertake to inform the staff in advance of filing a prospectus
supplement for the issuance of debt  securities  if such prospectus  supplement contains materially
different terms, including, without limitation, the re moval or alteration of a covenant in a manner
materially affecting the rights of the debtholders, from those disclo sed in the forms of prospectus
supplement filed on February 26, 2014, as exhibits  to the Company’s post-effective amendment
no. 8 to its shelf registration statement on Form N-2 (File No. 333-183605).   2. Please confirm to the staff in your res ponse letter that the Company will submit any
underwritten offering to FINRA for its pr ior approval of the underwriting terms.

3. In your response letter,  undertake to include in  any prospectus supplement, as applicable,
under a section captioned “Additional Underwriter Co mpensation” a description of the terms of
any agreement that the Company will have entere d into with the underwrite rs for services other
than share distribution, a nd specify the nature of the services that the underwriter has provided or
will provide thereunder that differ from typical  underwriting services.  Please undertake to
disclose whether any such fee payable thereunde r is a one-time fee or whether it is payable
annually, and undertake to f ile all such agreements as exhibits in a post-effective amendment to
the registration statement.

COVER PAGE

4. In the first paragraph, please disclose that   a substantial portion of the Company’s
investment portfolio consists of debt investme nts for which issuers are not required to make
principal payments until the maturity of the senior  loans, which could result in a substantial loss
to the Company if such issuers are unable to refinance or repay their debt at maturity.

PROSPECTUS

Summary – Overview (page 1)
5. In the third paragraph, the disclosure provi des that the Company’s “investment portfolio
will be diversified  among a large number of investments… ” [emphasis added].  Given that the
Company is non-diversified, please use a di fferent term in this disclosure.

Summary – Management Fee (page 6)

6. In the third sentence of the third paragra ph, please include within  the parenthetical a
reference to fees associated w ith the investigation and monitori ng of the Company’s investments,
including expenses and travel fees incurred in  connection with investment due diligence and on-
site visits.
Fees and Expenses – Example (page 12)

7. In your response, pleas e confirm that the Example reflec ts the payment of an incentive
fee attributable to realized cap ital gains (if any), which is not  subject to a hurdle rate.  In
addition, please add disclosure in the paragraph following the example to indicate what the
figures in the table would be if 100% of returns were capital gains.

Risk Factors – Risks Relating to Our Business and Structure (page 18)

8. With respect to the fair valuation risk, pl ease enhance the disclosure to explain that
instruments treated as having orig inal issue discounts (such as instruments paying PIK interest
and deferred loan origination fees) may have unreliable valuations because their continuing
accruals require ongoing judgments about the coll ectability of the deferred payments and the
value of any associated collateral.

Portfolio Companies (page 94)

9.  We note that footnote 11 to the table provides an indication as to which investments are
not qualifying investments under Section 55(a) of the 1940 Act.  Pursuant to Instruction 1.b of
Item 8.6 of Form N-2, please enhance this disc losure (and correspondi ng disclosure in the
Consolidated Schedule of Investme nts beginning on page F-5) to briefly explain the significance
of non-qualification.  Also, please disclose the total percentage  of non-qualifying investments.

PART C

10. Please file as an exhibit the legality opinion regarding all s ecurities being registered, and
related consent of counsel, with your next pre-e ffective amendment.  In this regard, since the
terms of the actual offerings from this registratio n statement appear to be uncertain and not yet
authorized by the Company’s Board of Directors,  the Company may need to undertake to file an
unqualified legality of shares opinion, and rela ted consent of counsel , in a post-effective
amendment with each take down from this shelf re gistration statement.

*     *     *     *     *     *
 We may have additional comments on disclosu res made in response to this letter, on
information supplied supplementally, or on exhi bits added in any pre-effective amendments.
  Response to this letter shoul d be in the form of a pre-e ffective amendment filed pursuant
to Rule 472 under the Securities Act of 1933.  The pre-effective amendment filing should be
accompanied by a supplemental letter that includes  your responses to each of these comments.
Where no change will be made in the filing in res ponse to a comment, please indicate this fact in
your supplemental letter and briefly state the basis for your position.
   You should review and comply with all applic able requirements of the federal securities
laws in connection with the preparation and distri bution of a preliminary prospectus. We urge all
persons who are responsible for the accuracy a nd adequacy of the disc losure in the filings
reviewed by the staff to be certain that they have provided all informa tion investors require for
an informed decision.  Since the Company and its management are in possession of all facts
relating to the Company’s disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.     Notwithstanding our comments, in the even t the Company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company fr om its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

  the Company may not assert this action as defense in any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Investment Management in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilities.  We will act on the request and, pursuant to delegated authority, grant
acceleration of the e ffective date.
*     *     *     *     *     *

 Should you have any questions regarding this  letter, please contact me at (202) 551-
6967.
Sincerely,
         D e r e k  B .  N e w m a n
Senior Counsel