SecProbe.io

May 14, 2015
   Michael Fishman Co-Chief Executive Officer TPG Specialty Lending, Inc. 301 Commerce Street, Suite 3300 Fort Worth, TX 76102
Re: TPG Specialty Lending, Inc.
Registration Statement on Form N-2 Filed April 16, 2015
  File No. 333-203450

Dear Mr. Fishman:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. The General Instructions to Form N-2 state that the purpose of the prospectus is to
provide essential inform ation in a way that helps investor s make informed decisions.  The
General Instructions further require th e prospectus to be  clear, concise and
understandable.   In several locations it appears that you unn ecessarily repeat
information.  As one example, you discu ss your December 16, 2014 exemptive relief on
pages 8, 28, 40, 56, 125, and 167.  While this inform ation is important to investors, its
repetition increases the length of your disclosure without a commensurate increase in

Michael Fishman
 TPG Specialty Lending, Inc. May 14, 2015 Page 2

investor understanding.   Pleas e review your document to ensure it is appropriately
concise.
2. We note references throughout your f iling to your 10b5-1 plans.  Please:

 File copies of these plans as exhibits;
 Clarify the relationships, if any, betw een the Company and Goldman Sachs;
 Tell us how, and where, the plans were previously disclosed to investors;
 Disclose with particularity in the Summa ry the conditions under which shares are
purchased and sold under the existing  plan and the purpose of the plan;
 Confirm that you have presented, and will continue to present, the disclosure required
by Item 703 of Regulation S-K in your periodic reports;
 Tell us whether the adviser, fund affiliate s, or any other significant parties have
engaged in any hedging activity with respect to fund shares  and represent that there
will be no such hedging activity going forward;
 Explain to us how the plans comply with  the anti-manipulatio n provisions of the
federal securities laws, includi ng, as applicable, Regulation M;
 If the shares repurchased pursuant to the plans may be resold, explain the potential
impact on your share price in your Risk Factor disclosure.
 After reviewing your response, we may have further comment.
About this Prospectus, page iii

3. We note your statement that investors should “ca refully read [the] prospectus … together
with any exhibits and the addi tional information described under “Available Information”
… before [they] make an investment decision.”   Please revise this statement to avoid the
implication that investors are required to “carefully read” info rmation that is not part of
your prospectus.
 Summary, page 1

4. On page one you state that your “core portf olio companies, which exclude certain
investments that fall outside of [y]our typical borrower pr ofile …” Please disclose the
value of investments that fall outside of your typical borrower profile.  If material, revise
disclosure elsewhere to discuss the reason(s)  why these investments were made and the
risks involved.
5. Starting on page eight you presen t a bulleted list of over 45 Risk  Factors.  Some of these
items, such as “we may incur significant costs as a result of being a public company” and
“we may experience fluctuations in our quarter ly results” appear generic in nature and
would apply to most companies.  We suggest  you review this list to reference only the
most material risks you face and use the disclo sure starting on page 22 to provide more
comprehensive disclosure.

Michael Fishman
 TPG Specialty Lending, Inc. May 14, 2015 Page 3

Fees and Expenses, page 16

6. Please revise to use actual expenses where appr opriate.  In this rega rd we note references
to “an estimate of [y]our annualized in terest expenses” in footnote seven.
 Risk Factors, page 22

7. We note your page 46 risk factor “Sales of substantial amounts …” If applicable, please
disclose the sale of any shares pur chased pursuant to the 10b5-1 plans.
 Management’s Discussion and Analysis of Financ ial Conditions and Results of Operations, page
54

8. We note you provide an “Overview” and “Mar ket Trends” discussion starting on page 54.
However these sections do not inform invest ors of the significant events, trends and
uncertainties that management views as the most critical to the Company’s revenues,
financial position, liquidity and results of operations.  For example we note:

 The table on page 61 suggests th e interest rate on investment s that were sold or repaid
in 2014 was 10.2% while reinvestments ar e being made at 9.6% on a weighted
average basis.  What is causing this decline and how will it impact you?
 Your disclosure page 60 references $518 m illion aggregate principal amounts in exits
and repayments without breaking out the dolla r amounts, discussing trends in exits or
repayments, or addressing the impact thes e had on your results of operations.  Also,
are your investments repaying because they are refinancing or are repayments being
made from operating cash flows?
 The disclosure on page 64 states that you recognized $21 million in prepayment fees
as investment income without addressi ng the underlying causes of the $18 million
increase or whether this level of prepayme nt may be impacted by interest rate policy
decisions.
 Your disclosure on page F-30 states you have $205 million in Swedish Krona
denominated debt which exceeds the value of your Krona denominated loans.  What business factors led to the decision to bo rrow in Krona and how has it impacted your
results?
 As noted, these are examples of issues that might be addressed in revised disclosure.
Ultimately, management’s discussion and analysis should enable investors to see the business through the eyes of management and so the narrative should discuss the events,
trends and uncertainties management consider s important.  For guidance, please refer to
the Commission Guidance Regarding Manageme nt’s Discussion and Analysis, Release
No. 33-8350 (December 19, 2003).  See Item 4.2 of Form N-2. Please revise as necessary.

Michael Fishman
 TPG Specialty Lending, Inc. May 14, 2015 Page 4

Portfolio and Investment Activity, page 59

9. On page 61, in footnote one, you state that you may determine not to place a loan on non-
accrual status if the loan has sufficient collat eral and is in the process of collection.
Please disclose the value of any portfolio secu rities currently in coll ection and advise us
of the basis for your belief that you are suffi ciently collateralized.  Also, disclose what
“non-accrual status” means in language th at is understandable to investors.
 Management and Other Agreements, page 114

10. Based on your page 114 disclosure, some of  the Adviser’s responsibilities under the
Investment Advisory Agreement include m onitoring and administering the investments
you make and providing operati ng and managerial assistan ce to you and your portfolio
companies.  On page 121 you indicate you pay “the Adviser’s allocable share of costs
incurred in providing significant managerial assistance to those portfolio companies that
request it.”  With a view to  disclosure, please tell us:
 Which agreements cover this arrangement and how and by whom the allocable share
of costs incurred is determined;
 The nature and amounts of cost s allocated during the peri ods covered by the financial
statements, including whether any adviser employee or the adviser are compensated
for the assistance provided, directly or indirectly;
 How you determine which costs are reimbur sable and which are includable under the
Investment Advisory Agreement; and,
 The degree of board oversi ght for these allocations.

11. On page 123 you discuss the information the board focused on when it renewed the
Investment Advisory Agreement in November  2014.  We note the agreement provides for
incentive compensation provided that an annua l hurdle of 6% is achieved.  The weighted
average yield of your debt and income pr oducing securities has exceeded 10% since
December 2011.  If the board considered the incentive compensation hurdle in connection with the renewal, pl ease revise to address the ma terial factors considered and
the board’s conclusions with respect thereto.
Description of our Debt Securities, page 153

12. In your response letter,  please describe the types of debt securities you contemplate
offering through the registration statement.  Additionally, undertake to advise us in advance of any proposed debt offering pursu ant to this registration statement and to
provide for staff review of the preliminary prospectus supplement related to any debt
offering by the Company.  Further undertake to clear all staff comments prior to the
commencement of any such debt offering whenever the preliminary prospectus
supplement materially differs from the form of prospectus supplement included in this registration statement at th e time of effectiveness.

In this regard, please note  the supplement should:

Michael Fishman
 TPG Specialty Lending, Inc. May 14, 2015 Page 5

 Disclose that currently none of the Comp any’s indebtedness is subordinated to the
debt securities.  It should also disclose whether there is a current intention to issue
indebtedness that expressly provides that it is subordinated to the debt securities.
 Disclose that the debt securities are “str ucturally subordinated”  and are “effectively
subordinated” to all existi ng and future indebtedness of the Company and other
obligations of its subsidiaries, financi ng vehicles and similar facilities.  The
significance of the debt secu rities being structurally s ubordinated and effectively
subordinated should be explai ned in plain English, specifi cally highlighting how such
subordination affects the rights and priorities of the holders of the debt securities.
Also, disclose the approximate total dollar amount of all liabilities and obligations to which the debt securities being offered ar e structurally subordinated and effectively
subordinated.
 Refrain from using the word “senior” in th e title of any debt security issued by the
Company, or when describing/identifying th eir ranking, if the debt security is not
contractually senior in right  of repayment to the other outstanding obliga tions of the
Company.  Even where the Company’s debt securities are contra ctually senior in
right of repayment to the other outstanding obligations of the Company, consider the
appropriateness of referring to the debt secu rities as “senior” when they are also
structurally subordinated to the obligations of the Company’s subsidiaries, financing
vehicles and similar facilities.
 Disclose that the debt securities will not be subject to any sinking fund and explain
the significance thereof; for example, stat e that no amounts will be set aside for the
express purpose of repayment of princi pal and any unpaid in terest on the debt
securities, and that repaymen t of the debt securities will depend upon the financial
condition of the Company and its subsidiaries as  they exist as of th e maturity date of
the debt securities
 Plan of Distribution, page 173

13. Please confirm to the staff in your respons e letter that the Company will submit any
underwritten offering to FINRA for its pr ior approval of the underwriting terms.

14. In your response letter, undertake to include in any prosp ectus supplement, as applicable,
under a section captioned “Additional Underwr iter Compensation” a description of the
terms of any agreement that the Company will have entered into with the underwriters or
their affiliates in connection w ith any offering, and specify the nature of the services that
the underwriters or their affiliates have pr ovided or will provide thereunder. Further
undertake to disclose whethe r any such fee payable ther eunder is a one-time fee or
whether it is payable annually. Also undertake to file  all such agreements as exhibits in a
post-effective amendment to the registration statement.

Michael Fishman
 TPG Specialty Lending, Inc. May 14, 2015 Page 6

Exhibits

15. Please confirm our understanding that counsel  will file an unqualified opinion no later
than the closing date of the offering of any securities covered by the registration
statement.  For guidance, please consid er Securities Act Rules Compliance and
Disclosure Interpretation No. 212.05.

16. Please file as an exhibit the legality opinion in respect of each category of security being
registered, and related consent of counsel, w ith your next pre-effective amendment. In
this regard, it appears that the terms of the actual offerings from this registration
statement have not yet been authorized by th e Company’s Board of Directors. Therefore,
in your response letter, provide an undertaking on behalf  of the Company to file, in a
post-effective amendment with each takedown fr om this shelf registration statement, an
unqualified legality opinion and related consent of  counsel, that will be consistent with
the views set forth in Staff Legal Bulletin No. 19.
 Accounting Comments
 Fee Table:

17. Please confirm that a provision for income tax is included in the fee table calculation.

Financial Statements:

Consolidated Schedule of Investments:

18. In your response, confirm that all wholly owned and all substantially wholly owned
subsidiaries are consolidated with the financial statements of the Company.

19. Has the Company performed an analysis as to whether the disclo sure requirements of
Rules 3-09 or 4-08(g) of Regul ation S-X should be applied?
 The Staff believes that Rule s 3-09 and 4-08(g) of Regul ation S-X apply to BDCs
and RICs.  Rule 3-09 of Regulation S- X is applicable for a majority owned
subsidiary (greater than 50 % ownership) which is not c onsolidated by th e Registrant.
Rule 4-08(g) of Regu lation S-X is applicable for subsidiaries (generally, 25% or
more ownership) not consolidated.

 Subsidiary is defined by 1-02(x) of Regu lation S-X as”… an affiliate controlled
by such person directly or  indirectly through one or more intermediaries”. An
affiliate is defined by 6-02(a) of Regulatio n S-X as “as defined in Section 2(a)(3)
of the Investment Company Act of 1940  unless otherwise indicated.  The term
“control” has the meaning (given) in sect ion 2(a)(9) of the Ac t”. Section 2(a)(9)
of the Investment Company Act of 1940 defines control as having “the power to
exercise a controlling influence over the management or policies of a company,
unless such power is solely the result of an official  position of such company…
Any person who owns benefi cially, either directly or through one or more
controlled companies, more than 25 pe r centum of the vo ting securities of a
company shall be presumed to control such company”.

Michael Fishman
 TPG Specialty Lending, Inc. May 14, 2015 Page 7

 Notes to Consolidated Financial Statements:

20. We note that the Registrant has unfunded comm itments in the amount of $48 million.

Unfunded commitments, which are contractual obligations of the Fund to make loans up to a specified amount at futu re dates, may subject the F und to risks similar to those
created by standby commitment agreements.  Unfunded commitments, like standby commitment agreements, may be senior securities under Sect ion 18(g) (“any …
obligation or instrument constituting a secu rity and evidencing indebtedness”).

See Investment Company Act Release 10666, "Sec urities