SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
INVESTMENT MANAGEMENTJuly 14, 2011
Sehrish Siddiqui, Esq.
Bass, Berry & Sims PLC
100 Peabody Place, Suite 900
Memphis, TN 38103-3672
RE: Triangle Capital Corporation
File Nos.: 333- 175160 and 814-00733
Dear Ms. Siddiqui:
We have reviewed the registration statement on Form N-2 of
Triangle Capital Corporation (the "Fund"), which was filed on June 27,
2011, for a universal shelf offering under Rule 415 under the
Securities Act of 1933 ("1933 Act"). The Fund may offer, from time to
time, in one or more offerings or series, together or separately, up to
$500,000,000 of its common stock, preferred stock, warrants
representing rights to purchase shares of our common stock, preferred
stock or debt securities, subscription rights, debt securities, or units
( collectively, "Securities").
The preferred stock, warrants, and subscription rights being
registered may be convertible or exchangeable into shares of common
stock, at prices and on terms to be described in one or more
supplements to the prospectus. At the Annual Stockholders Meeting
on June 13, 2011, the stockholders voted to allow the Fund to issue
common stock at a price below net asset value per share for a period
of one year ending on the earlier of June 12, 2012 (or the date of the
2012 annual meeting).
Pursuant to Release No. 33-6510 and in reliance upon the
representations contained in your letter dated May 27, 2011, we
performed a limited review of the registration statement. Your letter
represented that the disclosure contained in the registration statement is
substantially similar to the disclosure in the Fund's most recent
registration statement filed with the SEC, but that it had additional
classes of securities and updated certain business, financial, and other
information.

You should consider a comment made with respect to one
section applicable to similar disclosure elsewhere in the registration
statement. We have the following comments.
Cover Paae
1. Disclose the most recently calculated net asset value per share
of the Fund's common shares. As needed, update the last reported
sale price of the Fund's common stock.
2. Delete the last sentence in the second full paragraph in the
section captioned "About This Prospectus" because it is inconsistent
with an obligation to deliver a current and accurate prospectus in
connection with sales of securities being offered by the Fund. As an
alternative, disclose that the Fund will amend the prospectus to
disclose any material changes. This comment also applies to the
legend on page S-ii.
Paae 16
3. Please note that any prospectus supplement used with any
offering from this shelf registration statement should include a fee
table and example, updated in .accordance with current staff positions,
with the most current information available to the Fund.
4. We note the absence of the Acquired Fund Fees & Expenses line
item from the Fund's fee table. Please confirm to us in your response
letter that the Fund will not make investments that trigger the need
for applicable Acquired Fund Fees & Expenses disclosure.
5. Disclose unequivocally whether or not the Fund anticipates
leveraging through either the offering of debt securities or preferred
stock during the next twelve months, revising the fee table as needed.
If the Fund will issue some of these securities during the next twelve
months, then provide the following additional disclosure, as applicable:
6. Under the "Stockholder Transaction Expenses" section of the fee
table, provide line item presentation tailored to all of the Securities
that the Fund intends to issue. Expand the disclosure accompanying
the Example to clarify that such amounts are included in the Example.
This comment and those below primarily relate to the fee table in the
prospectus supplement for common shares.
2

7. Make clear that the "Other expenses" line item includes the cost
to common shareholders all of the Securities, as required. Captions
for "Interest Payments on Borrowed Funds" and/or "Preferred Stock
Dividend Payments" should be specific line items in the fee table.
8. Also disclose in a footnote the assumptions used when
determining the amount of leverage and associated costs included in
the "Interest Payments on Borrowed Funds" and/or "Preferred Stock
Dividend Payments" line items in the fee table. The cost of servicing
debt securities and/or preferred stock components should include all
such costs stated as a percentage of net assets attributable to
common shares. To the extent it is not already included, any cost of
capital increase contemplated by the last sentence of the second full
paragraph on page 27 of the prospectus should also be included. In
addition, a separately captioned section of the prospectus should,
consistent with the stated assumptions, describe the likely terms,
including material covenants of the Securities the Fund expects to
issue.
9. Since all fees and expenses in the fee table that are associated
with the Securities must be appropriately presented based on net
assets attributable to common shares, please explain in a footnote that
this is because such expenses are ultimately paid by the Fund's
common stockholders. It should also be clear that offering expenses of
the Securities, if any, will also be borne directly or indirectly by the
Fund's common shareholders.
10. Please delete the last sentence of footnote (7) as the Fund is
leveraged.
11. It appears that the second sentence of the first paragraph in the
"Example" narrative may be inaccurate. The Securities include
leverage techniques. The "1 year" calculation of expenses (and
subsequent multiple year calculations) should include all of the actual
and anticipated fees and expenses paid by common shareholders that
will appear in the "Stockholder Transaction Expenses" and the "Annual
Expenses" section of the fee table during the next twelve months.
Please revise the disclosure as needed. We may have further
comment.
12. State that the Expense Example includes all of the costs
associated with any Securities the Fund intends to issue during the
next 12 months.
3

13. Please explain why "the table does not reflect the additional SBA
leverage that we intend to employ in the future" as stated in the last
paragraph on this page. In addition, since the registrant believes its
SBIC subsidiaries will reach the maximum leverage permitted by the
SBA, provide appropriate disclosure in the prospectus en page 27
regarding the Fund's business plans when it reaches that ceilng,
consistent with the Securities the Fund intends to offer.
14. The Fund's total annual expenses disclosed in the fee table are
lower than the Fund's audited total annual expense ratio for the year
ended December 31, 2010. If this difference is explained exclusively
by changes in contractual expense rates, disclose that fact. If the
difference is not due to contractual changes, please explain to the staff
in your response letter why the lower number is appropriate. We may
have further comment.
Paae 24
15. The disclosure in the first full paragraph states that a rights
offering will not be done in connection with "this prospectus". Please
revise the disclosure throughout the registration statement for
consistency and clarity.
Paae 26
16. We note that the wide array of Securities the Fund may issue
makes the Fund's risk disclosure more complicated and the
assumptions about the Securities to be issued much more important.
For example, given the Securities' potential leverage and potentially
dilutive effect, how will the Fund convey a fair and accurate
representation of these risks in the prospectus and prospectus
supplements? The risk profile and expense ratio attributable to
common shares can change materially as different Securities are
issued. What will the FÜnd present if common stock is the first
takedown from this shelf offering? We may have further comment.
17. Clarify that any offering of securities by the Fund that requires
shareholder approval must occur, if at all, within one year after
receiving such shareholder approval.
Paae 29
18. Disclose the accounting conditions that must be met to accrue
OID and PIK interest as good income (e.g., collectible). In addition,
4

disclose that even if the accounting conditions for income accrual are
met, the borrower could still default when the Fund's actual collection
is supposed to occur at the maturity of the obligation.
Paae 34
19. The prospectus says that "if" the Fund issues debt securities,
convertible debt securities, warrants, subscription rights, etc., then it
may have an effect on shareholders. Yet, these instruments are
included in the Securities being registered and would likely materially
impact shareholders. Please revise the disclosure consistent with the
intent of this shelf offering.
Paae 38
20. Are there any issues or risks that developed during the market
volatility of 2007-2008 that presented specific risks or unique
conditions for the business development company community? If so,
add appropriate disclosure. If not, please explain to the staff in your
response letter that the business development company community
did not have any such issues or adverse consequences during that
period of market volatility.
Paae 39
21. The first sentence of the third full paragraph states that there is
little information available about the portfolio companies. Disclose
whether the Fund will have the financial statements of its portfolio
companies available in making its fair value determinations. If not,
why not?
Paae 41
22. The Fund states that it may take a "substantial period of time" to
invest the net proceeds of any offering. Given the Fund's stated
expense ratio and the prevailng interest rate climate, it appears the
Fund has a substantial risk of losing money on the offering proceeds
during this intervaL. Please revise the disclosure accordingly.
Paae 45
23. Expand the disclosure to include statements made in any
prospectus supplement to the list of statements to which the "safe
5

harbor" provisions of the Private Securities Litigation Reform Act of
1995 do not apply.
24. Please briefly summarize the subsidiaries and the accounting
consolidations of the Fund in the last paragraph.
Paae 68
25. Please disclose unusual tax considerations or consequences with
respect to the penultimate sentence of the first paragraph under the
caption "Interest and Dividend Income".
Paae 71
26. The Contractual Obligations table should be updated to match
the period-end for the Fund's most recently included financial
statements. This comment applies to other disclosure in the
registration statement that would change based on the inclusion of
more current financial information.
Page 75
27. Disclose whether the Fund's loans are expected to fully amortize
during their lifetime. If not, revise the disclosure accordingly to
include risks related to any borrower's potential inability to repay or
refinance the debt.
Paae 81
28. Disclose that the Fund's fair value policies and procedures are in
writing, and in accordance with Section 2(a)( 41) of the Invevtment
Company Act of 1940 ("1940 Act").
Paae 135
29. Disclose whether the Fund's shareholders have approved the
issuance of warrants. If not, disclose what the Fund intends to do, and
revise the disclosure as needed.
Page 136
30. If there have been previous rights offerings, please add
appropriate disclosure regarding all prior rights offerings, including,
but not limited to, the date of each offering, the dollar amount of
6

proceeds, how the Fund used the proceeds, and the amount of time
taken to invest the proceeds. If there have not been any prior rights
offerings, so state. Include risk disclosure about the potential negative
consequences of the possibility of multiple rights offerings including,
among other things, the dilutive impact to NAV and voting and the
potential impact of the increased number of shares on the market
price of the Fund's common stock. See Investment Company Act
Release No. 9932 (Sept. 15, 1977).
31. In your response letter, confirm that any transferable rights
offerings will entitle the Fund's record date shareholders at the time of
any subscription rights offering to purchase one new share for a
maximum of every three rights held.
32. Disclose, if true, that the Fund's common shareholders will
indirectly bear all of the expenses of the subscription rights offerings,
regardless of whether the Fund's common stockholders exercise any
subscription rights.
Paae 138
33. Clarify whether units, consisting either in whole or in part of the
underlying Securities being registered on this shelf registration
statement, are intended to be publicly offered by the Fund. If they will
be offered by the Fund, a prospectus supplement is needed.
34. In the description of the units the Fund states it has no intention
to issue third party securities as units. Thus, please remove all of the
related disclosure.
35. Please describe the units with specificity. Please fully explain to
the staff how the offering price will be allocated to the components of
the units. Discuss the trading history and market for units, if any. Do
units present any unusual or unique risks that potential purchases
should be aware of? Do units have any influence or relationship with
the asset coverage requirements of the 1940 Act? 'Wiil units have
trading symbols of their own or will shareholders be able to trade the
unit components individually? Are there any voting right issues or
conflicts with respect to unit components?
36. Disclose the benefit to the Fund of issuing units. How does this
benefit differ from the Fund issuing the individual unit components?
Does this benefit to the Fund give rise to any disadvantage for
shareholders in purchasing units, when compared to the individual
7

components comprising the units? Please revise the disclosure
accordingly. We may have further comment.
37. The last paragraph appears to incorporate by referencel
information that will be contained in future filings. An investment
company generally cannot incorporate by reference material
information and exhibits that are not yet filed on EDGAR. All required
exhibits and material information that is required for each security
must be filed prior to effectiveness of this registration. In your
response letter and acceleration request, please confirm that all
exhibits and required material information about each of the Securities
is included in the registration statement. Alternatively, the Fund may
choose to remove certain Securities from this shelf offering.
Page 154
38. Please review the Fund's derivative disclosure to ensure that it
accurately and specifically describes the Fund's use of derivatives and
their risks2. In connection with this disclosure, please consider the
Division of Investment Management's observations on derivatives-
related disclosure in the letter from Barry D. Miller, Associate Director,
Office of Legal and .Disclosure, to Karrie McMillan, General Counsel,
Investment Company Institute dated July 30, 2010,
(http://www .sec.gov /divisions/investment/guidance/ici0730 10. pdf).
Please expand or revise the derivative disclosure accordingly.
39. Please file a "form of" prospectus supplement to be delivered
with the base prospectus for each of the Securities the Fund will sell in
the shelf offering. In this regard, please expand the disclosure on the
1 The disclosure states "(t)he descriptions of the units and any applicable underlying security
or pledge or depositary arrangements in this prospectus and in any prospectus supplement are
summaries of the material provisions of the applicable agreements and are subject to, and
qualified in their entirety by reference to, the terms and provisions of the applicable
agreements, forms of which have been or will be filed as exhibits to the registration statement
of which this prospectus forms a part."
2 The derivative disclosure states "(w)e