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    SUTHERLAND ASBILL & BRENNAN LLP

    1275 Pennsylvania Ave., NW

    Washington, DC 20004-2415

    202.383.0100 Fax 202.637.3593

    www.sutherland.com

STEVEN B. BOEHM

DIRECT LINE: 202.383.0176

E-mail: steven.boehm@sutherland.com

March 14, 2011

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel, Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re: TPG Specialty Lending, Inc. — Registration Statement on
Form 10 filed on January 14, 2011

Dear Mr. Minore,

     On behalf of our client, TPG Specialty Lending, Inc. (the “Company”), we have set
forth below the responses of the Company to the comments provided by the staff (the
“Staff”) of the United States Securities and Exchange Commission (the “Commission”)
during a telephonic conference on March 4, 2011 regarding the Company’s registration statement on
Form 10 filed on January 14, 2011 (the “Form 10”). Prior to effectiveness of the Form 10,
the Company intends to file Amendment No.1 to the Form 10 (the “Amended Form 10,” and each
of the Form 10 and the Amended Form 10, the “Registration Statement”) to reflect the
Company’s responses to the Staff’s comments as set forth below as well as some other changes. For ease
of reference, the text of each of the Staff’s comments is set forth below in italics with the
response immediately following each italicized comment. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Form 10. All page references in the following
responses correspond to the page numbers in the Form 10.

ATLANTA      AUSTIN      HOUSTON      NEW YORK      WASHINGTON DC

March 14, 2011

Page 2

     1. Comment: On the cover page, please correct the file number (current Form 10 uses a
file number appropriate for filings under the 1933 Act).

     Response: In response to the Staff’s comment, the Company has corrected the file
number on the cover page of the Amended Form 10.

     2. Comment: On page 1 under “Forward-looking statements:” Please revise the
disclosure to clarify that the safe harbor for forward-looking statements in Section 21E of the
1934 Act is not available to the Company.

     Response: In response to the Staff’s comment, the Company has clarified the disclosure
under “Forward-looking statements.”

     3. Comment: On page 2 in the first paragraph under “General Development of Business:”
Please update the expected timing of the closing of the Private Offering.

     Response: In response to the Staff’s comment, the Company has updated references to
the closing of the Private Offering in the Amended Form 10 to reflect the current expectation with
respect to timing.

     4. Comment: On page 2 in the first paragraph under “General:” Consider explaining the
term “specialty finance investment company” and clarifying whether the Company will focus on any
particular industry.

     Response: The Company respectfully submits that it considers the term “specialty
finance investment company” to be a commonly used term that is widely understood to refer to the
type of lending business conducted by many business development companies and other non-bank
lenders with a “business model” similar to the Company’s. As stated in the Form 10, the Company
will focus on U.S. domiciled middle-market issuers. The Company has clarified in the Amended Form
10 that it currently does not expect to limit its focus to any specific industry.

     5. Comment: On page 3 in the first paragraph under “The Investment Adviser:” Please
advise if TSL Advisers, LLC has been registered under the Investment Advisers Act of 1940, as
amended and if it has any relationship with the TSL Investment Management, LLC, a registered
investment adviser.

     Response: On February 16, 2011, TSL Advisers, LLC filed an application on Form ADV for
registration with the Commission as investment adviser. TSL Advisers,
LLC is not affiliated, and has no other relationship, with TSL Investment Management LLC.

March 14, 2011

Page 3

     6. Comment: On page 3 in the first paragraph under “The Investment Adviser:” Please
revise disclosure to explain what it means for management of the Adviser to be “centered” in TPG
Opportunities Partners, L.P.

     Response: In response to the Staff’s comment, the Company has clarified in the Amended
Form 10 that management of the Adviser will consist primarily of senior executives of TPG
Opportunities Partners, L.P.

     7. Comment: On page 4 in the second full paragraph: Please explain if the pre-IPO
Management Fee waiver is a contractual term or subject to the discretion of the Adviser and
consider disclosing the amount of the pre-IPO fee waiver. Please also confirm that there will be
no recoupment of the fee waiver by the Adviser or any other person following the Company’s initial
public offering (an “IPO”).

     Response: In response to the Staff’s comment and to reflect the current status of
negotiations with investors, the Company has clarified in the Amended Form 10 that prior to an IPO,
the Management Fee will be based on total capital available to the Company. The Company respectfully submits that the amount of the pre-IPO Management Fee affects only
a handful of investors and that the Company therefore believes that the calculation of the pre-
IPO Management Fee not to be material for purposes of disclosure in the Registration Statement.
 This amount has been disclosed to the relevant investors and is set forth in the Advisory
Agreement that has been filed as an exhibit to the Registration Statement.
 Following an IPO, the
Management Fee will be based on the Company’s gross assets and
will be calculated in the manner disclosed in the Amended Form 10. The Company confirms that there will be no recoupment of any portion of the difference
between the pre-IPO and post-IPO Management Fee following an IPO of the Company.

     8. Comment: On page 4: Please acknowledge the Staff’s position concerning the accrual of an expense in connection with the Incentive Fee.

     Response: The Company advises the Staff that it will accrue an expense in connection with the Incentive Fee in a manner consistent with guidance from the Division’s Office of Chief Accountant.

     9. Comment: On page 4 in paragraph (ii): please include the calculation of Weighted
Percentage in Form 10 rather than referring to Exhibit 10.1.

     Response: In response to the Staff’s comment, the Company has included an explanation
of the calculation of Weighted Percentage in the Amended Form 10 without referring to Exhibit 10.1.

     10. Comment: On page 4 in the last paragraph: Please explain if there is a cap on the
reimbursement of the Adviser for reasonable costs and expenses, and if the Company has an estimate
for the amount of the reasonable costs and expenses that will be reimbursed.

     Response: As set forth under “Fees and Expenses” starting on page 6, initial
organization and operating costs will be borne by the Company up to an aggregate amount of $1.5
million. The Company has clarified in the Amended Form 10 that there is otherwise no cap on the
reasonable costs and expenses for which the Adviser will be reimbursed. The Company

March 14, 2011

Page 4

expects its amount of reimbursement expenses to be comparable to those of other externally
managed business development companies.

     11. Comment: On page 5 in the fifth paragraph: Please disclose if there is a fee or
charge for the granting of the license to use the name “TPG.”

     Response: In response to the Staff’s comment, the Company has added disclosure in the
Amended Form 10 clarifying that there is a nominal fee associated with the granting of the license
to use the name “TPG.”

     12. Comment: On page 8 in the last paragraph: Please consider describing the
circumstances under which the Company will issue a “drawdown” notice and explaining consequences of
investor defaults or refusals to comply with the drawdown notice?

     Response: There is no schedule or specific trigger for drawdowns to occur; in response
to the Staff’s comment, the Company now states in the Amended Form 10 that the Board will issue
drawdown notices in accordance with available investment opportunities and the capital needs of the
Company. Although it is possible that investors may default or refuse to comply with a drawdown
notice, based on their experience with commitment/drawdown structures in the private equity space,
officials of the Company do not expect many defaults to occur due to the reputational harm such a
default would cause to the defaulting investor and the Company’s right to pursue contractual
remedies against the defaulting investor pursuant to the terms of the subscription agreement.

     13. Comment: On page 8 in the last paragraph: Please consider describing the
circumstances that will cause the Board to conduct a “Qualified IPO.”

     Response: The Company respectfully submits that the timing of its IPO will depend on
market conditions and other factors that are difficult to predict at this time. The Company’s
Board will be guided in making its ultimate determination regarding when to effect an IPO by its
fiduciary obligations to the Company, including any obligations arising under the 1940 Act. The
Company has added disclosure to the Amended Form 10 consistent with the foregoing.

     14. Comment: On page 9 in the first full paragraph: Please explain why one of the
founding investors was granted certain corporate governance rights, and advise if the investor has
exercised the nomination right and how long the nomination right persists.

     Response: The investor was granted this nomination right because it is a founding
investor with a large capital commitment. This investor has not yet nominated a director. In
response to the Staff’s comment, the Company has clarified in the Amended Form 10 that this
nomination right exists at any time that the investor does not have a representative on the Board.

March 14, 2011

Page 5

     15. Comment: On page 9 in the first full paragraph: please confirm and disclose in
the Form 10 that no investor will be given any preferential treatment over any other investor in
terms of the economics of the transaction.

     Response: In response to the Staff’s comment, the Company confirms and now states in
the Amended Form 10 that no investor in the Private Offering will be given any preferential
treatment in terms of the economics of the transaction.

     16. Comment: On page 9 in the fourth paragraph under “Regulation as a Public Business
Development Company:” Please revise the disclosure to state that the portion of the Company’s
portfolio invested in securities issued by investment companies will subject its stockholders to
additional expenses.

     Response: In response to the Staff’s comment, the Company now states in the Amended
Form 10 that the portion of its portfolio invested in securities issued by investment companies
ordinarily will subject the Company’s stockholders to additional expenses.

     17. Comment: On page 10 in the second full paragraph: Please revise the disclosure to
state that the Company will be subject to periodic examination by the Commission for compliance
with the 1940 Act.

     Response: In response to the Staff’s comment, the Company has revised the disclosure
in the Amended Form 10 to state that it will be subject to periodic examination by the SEC for
compliance with the 1940 Act.

     18. Comment: On page 16 in the last paragraph: Please clarify if the “500-persons”
standard relates to 500 record holders or beneficial owners and state whether the Company expects
this test to be met. At the time of any public offering, please consider appropriate risk factor
disclosure regarding this limitation on deduction for certain expenses.

     Response: In response to the Staff’s comment, the Company has clarified in the Amended
Form 10 that the “500-persons” standard referenced in this paragraph relates to 500 beneficial
owners and that, pending its IPO, the Company does not expect to meet this test. The
Company will consider adding an appropriate risk factor disclosing this limitation on
deduction for certain expenses in the offering document for any future securities offering.

     19. Comment: On page 18 in the last paragraph: Please advise why the Company expects
that it will take multiple years to invest substantially all of the capital commitments, whether
the full amount of advisory fees will be payable during this time and how this timing expectation
relates to the expected timing of the IPO.

March 14, 2011

Page 6

     Response: The Company respectfully submits that this risk factor disclosure was
intended to alert investors that the timing of drawdowns, and the IPO depends on investment
opportunities and market conditions, which are difficult to predict at this time. Prior to the
occurrence of an IPO, the management fee payable by the Company will equal an annual rate of (i)
0.25% of aggregate committed but undrawn capital plus (ii) 0.75% of aggregate drawn capital
(including capital drawn to pay Company expenses), payable quarterly in arrears. The incentive fee
payable by the Company is based on the Company’s total net investment income and cumulative capital
gains, and thus is not payable on any portion of committed but undrawn capital. The Company has
revised the Advisory Agreement to clarify the foregoing.

     In response to the Staff’s comment, the Company has clarified in the Amended Form 10 that the
timing of investment of capital commitments is subject to investment opportunities and other market
conditions that are difficult to predict at this time, and that it may take multiple years until
all capital commitments are drawn down and invested.

     20. Comment: On page 25 in the risk factor regarding collateralized loan obligations:
Please clarify that securitized investments, including CLOs, may be considered “non-qualifying
assets” for purposes of the 70% test of Section 55 of the 1940 Act.

     Response: In response to the Staff’s comment, the Company now states in the Amended
Form 10 that these investments may be considered “non-qualifying assets” for purposes of the 70%
test of Section 55 of the 1940 Act.

     21. Comment: On page 29 in the last paragraph: Please confirm that the Company does
not intend to enter into derivatives for speculative purposes.

     Response: In response to the Staff’s comment, the Company now states in the Amended
Form 10 that it intends to enter into derivative agreements for hedging purposes and not for
speculative purposes.

     22. Comment: On page 34 in the first paragraph under “Allocation of Loan Origination
Investment Opportunities:” Please explain if the Adviser, TOP and TPG are contractually obligated
to make all loan origination opportunities to middle-market borrowers available to the Company, and
please clarify the contractual restriction on the Adviser and its
affiliates not to act as manager of or primary source of transactions for other investment
funds with the same investment objective.

     Response: The allocation of these loan origination opportunities to the Company is not
a contractual obligation of the Adviser, TOP or TPG. In addition, the Company has revised the
disclosure to provide that pursuant to the Subscription Agreements entered into with investors, the
Adviser and its affiliates are not permitted to act as manager of, or the primary source of
transactions for, other pooled investment funds with the same investment objective as

March 14, 2011

Page 7

the Company until the first to occur of (i) the fourth anniversary of the Closing, which is
referred to as the Commitment Period, (ii) the date of a Qualified IPO and (iii) the time that at
least 75% of the investors’ aggregate capital commitments have been contributed to the Company.

     23. Comment: On page 39 under Item 10: please exp