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CORRESP

 Eversheds Sutherland (US) LLP

 700 Sixth
Street, NW, Suite 700
Washington, DC 20001-3980

 D: +1 202.383.0176
F: +1
202.637.3593

 stevenboehm@

eversheds-sutherland.com

 May 17, 2018

 Via EDGAR

 Securities and Exchange Commission

 Division of
Investment Management

 Attn: Jay Williamson, Esq.

 100 F
Street, N.E.

 Washington, DC 20549

Re:
Triangle Capital Corporation

 Preliminary Proxy Statement on Schedule 14A filed on
April 18, 2018

 File No. 814-00733

Dear Mr. Williamson:

 On behalf of
Triangle Capital Corporation (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 “SEC”) to the Company on May 2, 2018 relating to the Company’s preliminary proxy statement on Schedule 14A (File
No. 814-00733), filed with the SEC on April 18, 2018 (the “Preliminary Proxy Statement”). The Staff’s comments are set forth below in italics and are followed by the
Company’s responses. Where indicated, revised disclosure has been included in Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed by the Company on the date hereof (the “Amended Preliminary Proxy
Statement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Preliminary Proxy Statement. Unless otherwise noted, references to page numbers herein refer to the page numbers of the
Preliminary Proxy Statement.

1.
Please respond to the Staff’s comments in writing and file the Company’s responses as a correspondence on the SEC’s EDGAR database.

Response: The Company acknowledges the Staff’s comment and has filed this letter as correspondence on EDGAR.

2.
On October 20, 2017, the Staff provided certain comments to the Company’s Pre-Effective Amendment No. 1 to its Registration Statement on Form N-2 (File No. 333-217175) (the “Registration Statement”), some which related to the Company’s disclosure under
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and other disclosures which are also included in the Preliminary Proxy Statement. Please
inform the Staff of whether the Company considered these comments and their materiality in the context of the disclosure included in the Preliminary Proxy Statement.

Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland.
For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

 Mr. Jay Williamson

 May 17, 2018

 Page
 2

 Response: The Company confirms that it considered the above-referenced comments
to the Registration Statement and the materiality of such disclosure in the context of the disclosure included in the Preliminary Proxy Statement. In particular, with respect to Comment 2 of the Staff’s October 20, 2017 comments, and in
light of the fact that Barings will manage the Company’s investment portfolio on a go-forward basis if the Transactions are approved and consummated, the Company does not believe that disclosure of trends
in the metrics used by the Company’s management to monitor portfolio credit quality and performance is material to stockholders for purposes of considering approval of the proposals included in the Company’s proxy statement, as the
Company’s management will cease to manage the Company’s investment portfolio following the consummation of the Transactions.

3.
The Staff refers to the “trading plan” to be established by Barings, as referenced in the cover letter and elsewhere in the Preliminary Proxy Statement. Please confirm whether such trading plan will be a
“Rule 10b5-1 plan” designed in accordance with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). If not, please disclose such, explain why the trading plan will not be a Rule 10b5-1 plan and disclose how the trading plan will address concerns raised by Rule 10b5-1 under the Exchange Act.

 Response: The Company advises the Staff
that Barings has confirmed that the trading plan referenced in the Preliminary Proxy Statement will be a “Rule 10b5-1 plan” designed in accordance with Rule
10b5-1(c) under the Exchange Act. The Company has revised the disclosure in the letter to stockholders, the notice of the Special Meeting and pages 1 and 111 of the Amended Preliminary Proxy Statement in
response to the Staff’s comment.

4.
In the last italicized paragraph on page 2, please delete the reference to “and the documents that we refer to in this proxy statement.”

Response: The Company has deleted the referenced disclosure on page 2 of the Amended Preliminary Proxy Statement in response to
the Staff’s comment.

5.
On page 3, the disclosure states that “the Company will repay, or make appropriate arrangements for the repayment of, all principal and accrued and unpaid interest [on] the SBA Debentures . . .”, unless the
SBA consents to the SBA Debentures remaining outstanding post-Transactions. The Asset Purchase Agreement requires that all of the assets in subsidiaries be transferred in connection with the Asset Sale. Please explain why the Company believes that
the SBA would consent to the SBA Debentures remaining outstanding under these circumstances.

 Response: The
Company has revised the disclosure to address the Staff’s comment. See page 3 of the Amended Preliminary Proxy Statement. In addition, the SBA may consent to the SBA Debentures being assumed by the Asset Buyer because the SBA would still have
rights with respect to the collateral underlying the SBA Debentures (i.e., the assets acquired by the Asset Buyer from the Company) in order to secure the Asset Buyer’s obligation to repay the SBA

 Mr. Jay Williamson

 May 17, 2018

 Page
 3

Debentures. Alternatively, the SBA could presumably consent to the SBA licenses remaining with the Company, and the SBA Debentures remaining outstanding at the Company, so long as adequate
security for repayment of the SBA Debentures is provided.

6.
On page 5 under the sub-section entitled “Use of Proceeds,” please include a table showing the effects of the transactions discussed in this sub-section. Please refer to Item 504 of Regulation S-K as a model for the required disclosure.

Response: The Company has revised the disclosure on pages 5 and 6 of the Amended Preliminary Proxy Statement in response to the
Staff’s comment to include the above-referenced table.

7.
On page 5 under the sub-section entitled “Reasons for the Transactions,” please describe the impetus for the Transactions. Please also consider disclosing the extent
to which any lawsuits and/or portfolio losses contributed to the decision to pursue the Transactions. To the extent applicable, please include similar disclosure in the section of the Preliminary Proxy Statement entitled “Proposal 1 –
Approval of the Asset Purchase Agreement and the Asset Sale – The Asset Sale – Background of the Transactions.”

Response: The Company has revised the disclosure on pages 7 and 64 of the Amended Preliminary Proxy Statement to include the
following language:

•

the Externalization Transaction with Barings will provide for the management of the Company’s investment portfolio by an investment adviser with the scale, scope, range of financing products, liquid portfolio
capabilities, direct origination capabilities and market resources that the Board believes sufficient to navigate the increasingly sophisticated direct lending market;

•

the Asset Sale and Externalization Transaction, considered together, will accelerate the shift in the Company’s investment strategy towards investing in senior debt securities;

The Company advises the Staff that the challenges the Company has faced due to persistent low interest rates, new competition,
a broader range of available financing products, and a comparatively small balance sheet, all of which combined have contributed to yield compression of the Company’s portfolio, a reduction in the Company’s net investment income, and
pressure on the Company’s ability to sustain its historic dividend levels, are disclosed on page 44 of the Amended Proxy Statement.

In addition, the Company advises the Staff, on a supplemental basis, that no lawsuits contributed to the Board’s decision
to pursue a strategic transaction. No material lawsuits were pending against the Company at the time that the Board publicly announced on November 1, 2017 that it had elected to pursue the exploration of strategic alternatives; the first class
action lawsuit against the Company was filed on November 21, 2017.

 Mr. Jay Williamson

 May 17, 2018

 Page
 4

 Further, while the Company’s portfolio depreciation during the third
quarter of 2017 may have accelerated the Board’s decision to engage a financial advisor to review strategic alternatives, such depreciation did not serve as a primary impetus for the Transactions.

8.
On page 10, please revise the disclosure regarding Barings’ obligations under the Advisory Agreement to make it easier for investors to read. Please also consider breaking out the discussion of the Base
Management Fee and Incentive Fee into separate paragraphs.

 Response: The Company has revised the
disclosure on page 13 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

9.
On page 11, the Company discloses that the U.S. federal tax treatment of the Stockholder Payment is uncertain, however, the Company anticipates that the Stockholder Payment will be treated as ordinary income to
stockholders. Please explain why the tax treatment is uncertain and prominently disclose here and elsewhere, as applicable, the Company’s expectation that the Stockholder Payment will be treated as ordinary income to the Company’s
stockholders.

 Response: The Company advises the Staff that the tax treatment of the Stockholder Payment is
uncertain because such payment does not fall within any clearly defined category of income or gain. In response to the Staff’s comment, the Company has revised the disclosure on page 14 of the Amended Preliminary Proxy Statement and
throughout the Amended Preliminary Proxy Statement, as applicable, to place in bold font its expectation that the Stockholder Payment will be treated as ordinary income to the Company’s stockholders.

10.
The Staff refers to the question entitled “What is the purpose of the Special Meeting?” on page 16. Please revise the answer to clearly and concisely describe the overall business purpose of, and strategy
behind, the Transactions. Please also describe how the individual stockholder proposals included in the Preliminary Proxy Statement are designed to meet the overall business purpose of, and strategy behind, the Transactions.

Response: The Company has revised the disclosure on page 19 of the Amended Preliminary Proxy Statement in response to the
Staff’s comment.

11.
The Staff refers to the question entitled “How will the Company’s operating costs associated with the management of its investment portfolio differ on a go-forward
basis under the Advisory Agreement?” on page 19. The Company’s answer to this question highlights certain distinctions in operating expenses between internal and external management structures, but does not quantify the differences in such
expenses pre- and post-Transactions. If the Company’s transition to an externally managed structure is likely to result in materially higher operating expenses, please provide a reasonable estimate of
such increase and explain elsewhere, as applicable, how the Board considered such increase in reaching its recommendation for stockholders to approve the Advisory Agreement.

 Mr. Jay Williamson

 May 17, 2018

 Page
 5

 Response: The Company advises the Staff that immediately following the sale of
the Company’s portfolio investments, Barings will initially invest in and manage a pool of liquid, non-investment grade debt investments, which are estimated to total between $600 million to
$615 million, and expects to transition the Company’s liquid debt portfolio over time into a private senior secured debt portfolio. In addition, Barings will have the ability to further grow the portfolio via the prudent use of leverage.
Any estimate of the operating expenses that would be incurred in any given post-externalization period would be dependent on many factors and assumptions regarding uncertain future events and circumstances, including, but not limited to, the length
of time it may take Barings to fully deploy the Company’s cash following the Externalization Closing, the Company’s future financial condition and operating and portfolio performance, the growth rates, composition and yields on the
Company’s future investment portfolio, and the Company’s projected capital structure and leverage.

 In the
Preliminary Proxy Statement, the Company estimates that the transition to a private senior secured debt portfolio will take approximately two years. In addition to the difficulties in predicting the Company’s future post-externalization
financial condition and performance (on which future base management and incentives fees are based under the Advisory Agreement on a go-forward basis), it is difficult to estimate the Company’s future
staffing needs, compensation practices and compensation levels that would be in place in 2020 and beyond if it were to remain an internally-managed BDC.

In response to Comment 46, the Company has added disclosure to pages 126 and 127 of the Amended Preliminary Proxy Statement
which compares the Company’s reported operating expenses for the year ended December 31, 2017 to the amount that the Company would have paid had the proposed “Post-2019” fee structure been in effect during 2017. Based on this
analysis, the Company determined that the operating expenses that would have been incurred during 2017 had the externally-managed structure been in place would not have been significantly different from the actual amount of operating expenses
incurred in 2017.

 As a result of the above considerations, the Company respectfully advises the Staff that it believes
that is not reasonably possible to predict with any degree of accuracy whether the transition to an externally managed structure, coupled with the sale of substantially all of the Company’s portfolio investments, will result in higher or lower
operating expenses. As a result, it has elected not to include any additional disclosure in the Amended Preliminary Proxy Statement relating thereto.

12.
 The Staff refers to the question entitled “How does Barings intend to deploy the cash that the Company is
expected to have on its balance sheet immediately following the completion of the Transactions and how long is such deployment likely to take?” on page 19. The Company’s answer to this question discloses that Barings intends to invest a
substantial portion of the cash that the Company is expected to have on its balance sheet immediately following the completion of the Transactions in a liquid, non-investment grade debt
portfolio. Please clarify who will manage this debt portfolio. Also, please advise the Staff if the assets in

 Mr. Jay Williamson

 May 17, 2018

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 6

the liquid, non-investment grade debt portfolio will be permissible assets under Section 55(a) of the 1940 Act and otherwise explain how the
Company intends to comply with Section 55(a) during the two-year period in which Barings intends to transition the Company’s liquid debt portfolio into a private senior secured debt portfolio, as
disclosed in the Preliminary Proxy Statement.

 Response: The Company advises the Staff that Barings will serve as the
investment adviser of the Company following stockholder approval of the Advisory Agreement and will manage the Company’s assets on a go-forward basis. As set forth in Section 55(a) of the 1940 Act,
business de