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 1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com CLAY DOUGLAS clay.douglas@dechert.com +1 202 261 3326 Direct March 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Investment Management Attention: Lisa N. Larkin 100 F Street NE Washington, D.C. 20549 RE: Barings BDC, Inc. — Preliminary Proxy Statement on Schedule 14A filed on February 27, 2025 (File No. 814-00733) Dear Ms. Larkin: On behalf of Barings BDC, Inc. (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 “Commission”) to the Company on March 6, 2025 with respect to the Company’s Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”), filed with the Commission on February 27, 2025. The Staff’s comments are set forth below and are followed by the Company’s responses. Where indicated, revised disclosure has been included in the Definitive Proxy Statement on Schedule 14A filed by the Company on the date hereof (the “Definitive Proxy Statement”). Unless otherwise noted, references to page numbers herein refer to the page numbers of the Preliminary Proxy Statement. 1. Comment: The Staff notes that the “form of” proxy card filed with the Preliminary Proxy Statement does not include a Control Number. Please confirm that the Control Number for each stockholder will be included on the proxy card delivered to such stockholder. Response: The Company confirms that any proxy cards delivered to individual stockholders with the Definitive Proxy Statement will include the relevant stockholder-specific Control Number. 2. Comment: The Staff refers to the tables set forth under “Information about the Nominees for Director and Other Directors” in Proposal No. 1 of the Preliminary Proxy Statement, starting on page 7. Please revise the disclosure in the column of the table titled “Principal Occupations During Past 5 Years” to state the principal business of any company listed therein unless the principal business is implicit in its name. Please refer to Instruction 5 to Item 22(b)(1) of Schedule 14A under the Securities Exchange Act of 1934, as amended. Response: The Company has revised the Definitive Proxy Statement in response to the Staff’s comment.

 March 11, 2025 Page 2 * * * If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3326 (or by email at clay.douglas@dechert.com), Harry Pangas at 202.261.3466 (or by email at harry.pangas@dechert.com) or Richard Horowitz at 212.698.3525 (or by email at richard.horowitz@dechert.com). Sincerely, /s/ Clay Douglas Clay Douglas cc: Eric Lloyd, Barings BDC, Inc. Matthew Freund, Barings BDC, Inc. Elizabeth Murray, Barings BDC, Inc. Ashlee Steinnerd, Barings BDC, Inc. Harry Pangas, Dechert LLP Richard Horowitz, Dechert LLP

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  1900 K Street, NW  Washington, DC  20006-1110  +1  202  261  3300  Main  +1  202  261  3333  Fax  www.dechert.com    CLAY DOUGLAS  clay.douglas@dechert.com  +1 202 261 3326 Direct    March 19, 2024     Via EDGAR     U.S. Securities and Exchange Commission  Division of Investment Management  Attention: Lisa N. Larkin  100 F Street NE  Washington, D.C. 20549     RE: Barings BDC, Inc. — Preliminary Proxy Statement on Schedule 14A filed on  February 23, 2024 (File No. 814-00733)     Dear Ms. Larkin:     On behalf of Barings BDC, Inc. (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 “Commission”) to the Company on February 28, 2024 with  respect to the Company’s Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy  Statement”), filed with the Commission on February 23, 2024. The Staff’s comments are set forth below  and are followed by the Company’s responses. Where indicated, revised disclosure has been included in  the Definitive Proxy Statement on Schedule 14A filed by the Company on the date hereof (the “Definitive  Proxy Statement”). Unless otherwise noted, references to page numbers herein refer to the page numbers  of the Preliminary Proxy Statement.    1. Comment: The Staff notes that the “form of” proxy card filed with the Preliminary Proxy  Statement does not include a Control Number. Please confirm that the Control Number for  each stockholder will be included on the proxy card delivered to such stockholder.    Response: The Company confirms that any proxy cards delivered to individual stockholders with  the Definitive Proxy Statement will include the relevant stockholder-specific Control Number.    2. Comment: The Staff refers to the biographical paragraph for Jill Olmstead on pages 11-12  of the Preliminary Proxy Statement and the sentence that notes “The Board benefits from  [Ms. Olmstead’s] experience with C-suite executives…”. Please revise the disclosure to  include a plain English definition of “C-suite executives” in the biographical paragraph.     Response: The Company has revised the above-referenced disclosure in the Definitive Proxy  Statement in response to the Staff’s comment.

March 19, 2024  Page 2      * * *     If you have any questions, please feel free to contact the undersigned by telephone 202.261.3326  (or by email at clay.douglas@dechert.com), Harry Pangas at 202.261.3466 (or by email at  harry.pangas@dechert.com) or Richard Horowitz at 212.698.3525 (or by email at  richard.horowitz@dechert.com).        Sincerely,     /s/ Clay Douglas  Clay Douglas        cc: Eric Lloyd, Barings BDC, Inc.    Elizabeth Murray, Barings BDC, Inc.    Ashlee Steinnerd, Barings BDC, Inc.   Harry Pangas, Dechert LLP  Richard Horowitz, Dechert LLP

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      October 17, 2023

      Via EDGAR

      Lauren Hamilton, Staff Accountant

      Division of Investment Management

      Office of Disclosure and Review

      U.S. Securities and Exchange Commission

      100 F Street N.E.

      Washington, D.C. 20549

      RE:      Barings BDC, Inc. (File No. 814-00733)

      Dear Ms. Hamilton:

      On behalf of Barings BDC, Inc. (the “Company”), set forth below are the Company’s responses to the verbal comments
        provided by the Staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company’s legal counsel on September 21, 2023 with respect to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (File No. 814-00733), filed with the SEC on November 10,
        2022 (the “Form 10-Q”), the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 814-00733), filed with the SEC on February 23, 2023 (the “Form 10-K”), and the Company’s Registration Statement on Form N-2ASR (File No. 333-273253), filed with the SEC on July 14, 2023. The Staff’s comments are set forth below and are
        followed by the Company’s responses.

      Form 10-Q

            1.

              Comment: The Form 10-Q was filed with the SEC on November 10, 2022. The deadline for “accelerated filers” (as defined in Rule 12b-2 under the Securities and Exchange Act of 1934, as amended (the
                  “Exchange Act”)) to file
                  their quarterly reports on Form 10-Q for the quarter ended September 30, 2022 was November 9, 2022 (40 days after the quarter end). Please supplementally provide to the Staff an explanation as to why the Form 10-Q was submitted after the
                  deadline for accelerated filers.

      Response:
          The Company respectfully advises the Staff that for the fiscal year ended December 31, 2022 (the “2022 Fiscal Year”) the Company was eligible to rely on the exclusion available
          to business development companies (“BDC”) from the “accelerated filer” definition under Exchange Act Rule 12b-2 because the Company met the following conditions set forth in
          paragraph (2) of the “smaller reporting company” definition under Exchange Act Rule 12b-2: (1) the Company had a public float of less than $700 million and (2) the Company had “annual revenues” (which is measured by the Company’s annual
          investment income under Rule 6-07.1 of Regulation S-X) of less than $100 million. Thus, as indicated on the cover page of the Form 10-Q, the Company timely filed the Form 10-Q as a non-accelerated filer.

                   October 17, 2023

                    Page 2

      More specifically, as of December 31, 2021, the determination date for the Company’s filing status for quarterly reports during the 2022
        Fiscal Year, the Company was eligible to rely on the exclusion available to BDCs from the “accelerated filer” definition under Exchange Act Rule 12b-2 because (1) the Company’s public float as of June 30, 2021 (the last business day of the
        Company’s then-most recently completed second fiscal quarter) was approximately $540.3 million and (2) the Company’s annual investment income for the year ended December 31, 2020 (the Company’s then-most recently completed fiscal year for which
        audited financial statements were available) was approximately $71.0 million.

      Form 10-K

            2.

              Comment: Footnote 8 to the
                  Senior Securities table included in “Part II, Item 5—Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of the Form 10-K makes reference to “Debt Securitization” but is included
                  on the “February 2019 Credit Facility” line item. Please supplementally explain whether footnote 8 is included in the appropriate location and update in future filings as necessary.

      Response:
          The Company respectfully advises the Staff that footnote 8 should modify the “Debt Securitization” line item of the Senior Securities table. The Company will revise its disclosure accordingly in future SEC filings.

            3.

              Comment: Please confirm for
                  the Staff, on a supplemental basis, that the Company’s accrued incentive fee on capital gains includes unrealized appreciation and depreciation, in accordance with the American Institute of Certified Public Accountants (“AICPA”) Expert Panel Meeting Minutes from December 14, 2010.

      Response:
          The Company respectfully advises the Staff that it did not accrue any incentive fee on capital gains (the “Capital Gains Fee”) for the fiscal year ended December 31, 2022. The
          Capital Gains Fee is determined at the end of each calendar year by subtracting (1) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the Company’s cumulative aggregate
          realized capital gains. The Company confirms for the Staff that the Company records an expense accrual when the unrealized gains on its investments exceed all realized capital losses on its investments given the fact that a capital gains
          incentive fee would be owed to the Company’s investment adviser if the Company were to liquidate its investment portfolio at such time. However, as of December 31, 2022, such amount was negative.

            4.

              Comment: Please
                  supplementally explain to the Staff why certain investments in the Company’s Consolidated Schedule of Investments included in the Form 10-K have negative fair values. Please also include in a footnote to the Company’s Consolidated
                  Schedule of Investments in future filings such explanation for any investments with negative fair values.

      Response:
          The Company respectfully advises the Staff that the investments in the Company’s Consolidated Schedule of Investments included in the Form 10-K which have negative fair values relate to the Company’s investments which have unfunded commitments.
          The Company will include a footnote, in substantially the form provided below, to the Company’s Consolidated Schedule of Investments in future SEC filings:

      “Position or portion thereof is an unfunded loan or equity commitment.”

                   October 17, 2023

                    Page 3

            5.

              Comment: Please confirm for
                  the Staff, on a supplemental basis, whether any of the loans held by the Company are unitranche loans (i.e., co-lending arrangements). Additionally,
                  because “last out” lenders bear a greater risk in exchange for receiving higher interest rates, please provide risk disclosure in the Notes to Consolidated Financial Statements in future filings so that investors understand the risks
                  associated with such investments. With respect to any co-lending arrangements, please also supplementally notify the Staff (i) whether the Company has any specific accounting policies it applies to co-lending arrangements, (ii) how the
                  valuations of these investments take into account the payment prioritization or payment waterfall, (iii) the impact of any such co-lending arrangement on the calculation of interest income under the effective interest methods, and (iv)
                  whether any of the co-lenders under these arrangements are affiliates of the Company.

      Response:
          The Company respectfully advises the Staff that it defines a unitranche loan (“FO/LO facility”) as a facility under which the issuer has a single loan agreement with a lender
          group and the members of the lender group separately agree to divide the payment priorities of principal repayments. While the issuer pays a singular rate of interest, the lenders allocate the interest proceeds based on an agreement amongst
          themselves, which reflects the perceived risk differential between the various tranches’ payment priority. Importantly, collateral parity is always present in a FO/LO facility. As of December 31, 2022, the Company had four investments in issuers
          where it had invested in the “last out” portion of the facility: one in the United States and three in Europe. These four investments had an aggregate fair value of $17.9 million, which equated to 0.7% of the fair value of the Company’s entire
          investment portfolio as of December 31, 2022. As of June 30, 2023, the Company had five investments in issuers where it had invested in the “last out” portion of the facility: one in the United States and four in Europe. These five investments
          had an aggregate fair value of $22.8 million, which equated to 0.9% of the fair value of the Company’s entire investment portfolio as of June 30, 2023.

      When the Company invests in a FO/LO facility, it invests in either the first out (“FO”)
        or the last out (“LO”) portion of the facility and does not invest in both the FO and the LO portion of the facility in the same transaction. Given that the Company does not
        invest in the FO portion of the loan if it invests in the LO portion of the loan, the Company does not have a specific accounting policy for these loans, and these loans fall under the Company’s investment income policy. The interest rate of these
        loans reflects that the loan is LO. Interest income on the LO loans, including the amortization of premium and accretion of discount, is recorded on the accrual basis. The fair value of these loans is estimated using a market participant discount
        rate assumption that considers the risk of the LO position.

      The co-lenders under these arrangements are not affiliates of the Company. To the extent that FO/LO facilities comprise a material portion
        of the Company’s investment portfolio, the Company will include risk disclosures in its future SEC filings to inform investors of the risks associated with such LO investments.

            6.

              Comment: The Staff notes
                  that the Notes to Consolidated Financial Statements in the Form 10-K include a discussion of foreign currency forward contracts. See “Note 6. Derivative Instruments—Foreign Currency Forward Contracts.” Please include in the Company’s
                  Consolidated Statements of Operations in future filings the realized and unrealized appreciation (depreciation) on investments in forward foreign currency contracts, as required by Regulation S-X, 6-07.7(a) and (c).

                   October 17, 2023

                    Page 4

      Response:
          The Company respectfully advises the Staff that it will include realized and unrealized appreciation (depreciation) on investments in forward foreign currency contracts
          in its Consolidated Statements of Operations in future SEC filings.

            7.

              Comment: The Staff notes
                  that the Company’s general and administrative expenses in the Company’s Consolidated Statements of Operations appear to be significant. Please confirm for the Staff, on a supplemental basis, that any categories of other expenses that
                  exceed 5% of total expenses have been separately identified, as required by Regulation S-X 6-07.2(b).

      Response:
          The Company respectfully advises the Staff, on a supplemental basis, that during the fiscal year ended December 31, 2022, the Company has separately identified each category of other expenses that exceed 5% of the Company’s total expenses during
          the relevant period. The Company further advises the Staff that the largest category of expenses included in the line item “General and administrative expenses” on the Company’s Consolidated Statements of Operations for the fiscal year ended
          December 31, 2022 was $3.4 million, which relates to Company’s reimbursement of administrative expenses incurred by Barings LLC in performing its obligations and providing personnel and facilities to the Company under the Administration Agreement
          between the Company and Barings LLC (the “Administration Expenses”). The $3.4 million of Administration Expenses represents 3.3% of the Company’s total expenses for fiscal year
          ended December 31, 2022.

            8.

              Comment: The Staff notes
                  that in “Note 1—Organization, Business, Basis of Presentation and Summary of Significant Accounting Policies—Organization and Business” of the audited financial statements included in the Form 10-K, the disclosure states that “On August
                  2, 2018, the Company entered into the Original Advisory Agreement and became an externally-managed BDC managed by the Adviser … Instead of the Company directly compensating employees, the Company pays the Adviser for investment and
                  management services pursuant to the terms of the New Barings BDC Advisory Agreement….” The Staff further notes that the disclosure in “Note 1—Organization, Business, Basis of Presentation and Summary of Significant Accounting
                  Policies—Significant Accounting Policies—Compensation Expenses,” states that “[c]ompensation expenses generally include salaries, discretionary compensation, equity-based compensation and benefits.” Please explain to the Staff, on a
                  supplemental basis, to what the $48,000 of compensation expenses reported in the Consolidated Statement of Operations for the fiscal year ended December 31, 2020 relates, since the Company is externally managed.

      Response:
          The Company respectfully advises the Staff, on a supplemental basis, that in connection with the Company becoming an externally managed BDC, all employees of the Company were terminated on August 2, 2018, except two employees who remained
          employees of the Company and were compensated by the Company until February 2020. The $48,000 of compensation expense relates to the salaries of these two employees from January 2020 until February 2020.

            9.

              Comment: Please
                  supplementally advise the Staff why the Company has not included the following information in the Notes to the Consolidated Financial Statements for any unconsolidated joint ventures: (1) a schedule of investments of the joint venture
                  that complies with Article 12 of Regulation S-X and (2) summarized financial information for the joint venture. See the AICPA Expert Panel Meeting Minutes from May 20, 2014 for reference.

                   October 17, 2023

                    Page 5

      Response:
          The Company respectfully advises the Staff that it has reviewed the AICPA Expert Panel Meeting Minutes from May 20, 2014 and acknowledges the Staff’s position that “generally
          the SEC staff has suggested including, and BDCs have included, in the notes to their interim and annual financial statements: (1) a schedule of investments of the
          joint venture that complies with Article 12 of Regulation S-X and (2) summarized financial information of the joint venture” (emphasis added) in circumstances where the BDC has concluded that consolidation of the joint venture in the BDC’s
          financial statements is not required.

      The Company has reviewed the current disclosure in the Form 10-K for each of its joint ventures—Jocassee Partners LLC (“Jocassee”), Thompson Rivers LLC (“Thompson Rivers”), Waccamaw River LLC (“Waccamaw River”) and Sierra Senior Loan Strategy JV I LLC (“Sierra JV” and together with Jocassee, Thompson Rivers and Waccamaw River, the “Joint Ventures” and each a “Joint Venture”)—in light of the Staff’s position and believes that the Staff’s
        suggested disclosure would not be benefic

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1095 Avenue of the Americas New York, NY  10036-6797 +1  212  698  3500  Main +1  212  698  3599  Fax www.dechert.com RICHARD HOROWITZ richard.horowitz@dechert.com +1 212 698 3525  Direct +1 212 698 0452  Fax 28826240.1.BUSINESS  March 10, 2023   Via EDGAR   U.S. Securities and Exchange Commission Division of Investment Management Attention: Ryan Sutcliffe, Esq. 100 F Street NE Washington, D.C. 20549   RE: Barings BDC, Inc. — Preliminary Proxy Statement on Schedule 14A filed on  February 24, 2023 (File No. 814-00733)   Dear Mr. Sutcliffe:   On behalf of Barings BDC, Inc. (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 “Commission”) to the Company on March 6, 2023 with respect  to the Company’s Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”),  filed with the Commission on February 24, 2023. The Staff’s comments are set forth below and are followed  by the Company’s responses. Where indicated, revised disclosure has been included in the Definitive Proxy  Statement on Schedule 14A filed by the Company on the date hereof (the “Definitive Proxy  Statement”). Unless otherwise noted, references to page numbers herein refer to the page numbers of the  Preliminary Proxy Statement. 1. Comment: The Staff refers to the page in the Preliminary Proxy Statement, under the heading  “Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of  Stockholders to Be Held on Thursday, May 4, 2023,” immediately preceding the first page of  the Company’s proxy statement. Please revise the sentence below the bolded text to refer to  a specific URL or web address that directs readers directly to the Company documents  referenced in that sentence. Response: The Company has revised the above-referenced disclosure in response to the Staff’s  comment. 2. Comment: The Staff refers to the biographical paragraph for Thomas W. Okel starting on  page 12 of the Preliminary Proxy Statement. Please confirm to the Staff that the director and  trustee positions listed in the penultimate sentence in this paragraph include all director or  trustee positions that Mr. Okel holds in any company with a class of securities registered  pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange  Act”), or in any company registered as an investment company under the Investment  Company Act of 1940, as amended (the “1940 Act”).

March 10, 2023 Page 2 28826240.1.BUSINESS  Response: The Company confirms to the Staff, on a supplemental basis, that the above-referenced  disclosure includes all of Mr. Okel’s current director/trustee positions in any company with a class  of securities registered pursuant to Section 12 of the Exchange Act or in any company registered  as an investment company under the 1940 Act. The Company further notes, on a supplemental  basis, that any such director or trustee positions held by Mr. Okel during the past five years, but not  currently held, are listed in the biographical table on page 8 of the Preliminary Proxy Statement. 3. Comment: The Staff refers to the biographical paragraph for Robert Knapp on page 14 of  the Preliminary Proxy Statement and notes that Mr. Knapp is a director of Lamington Road  DAC, the successor to Emergent Capital. Please revise the biographical table in the  Preliminary Proxy Statement to similarly refer to Lamington Road DAC as the successor to  Emergent Capital. Response: The Company has revised the entry in the biographical table for Mr. Knapp in response  to the Staff’s comment. 4. Comment: The Staff refers to Item 8 of Schedule 14A under the Exchange Act, which requires  registrants to furnish certain information required by Item 407(e)(5) of Regulation S-K.  Please confirm to the Staff that all applicable information under Regulation S-K  Item 407(e)(5) has been provided. Response: The Company respectfully advises the Staff that Item 407(e)(5) of Regulation S-K  requires registrants to include in their proxy statements, among other information, a report of the  compensation committee (or other board committee performing equivalent functions or, in the  absence of any such committee, the entire board of directors) stating whether (1) “[t]he  compensation committee has reviewed and discussed the Compensation Discussion and Analysis  required by [Item 402(b) of Regulation S-K] with management” and (2) “[b]ased on [such] review  and discussions . . . the compensation committee recommended to the board of directors that the  Compensation Discussion and Analysis be included in the registrant’s . . . proxy statement  on Schedule 14A . . .”. The Company respectfully advises the Staff that the Company’s executive officers are employees  of the Company’s external investment adviser, Barings LLC (“Barings”), and do not receive any  direct compensation from the Company. Rather, the Company pays Barings for its investment  advisory services pursuant to the terms of a written investment advisory agreement, which is  separately approved in accordance with Section 15(c) of the 1940 Act by a majority of the  members of the Company’s Board of Directors who are not “interested persons,” as defined in the  1940 Act, of the Company. The details of the terms of the Company’s investment advisory  agreement with Barings are disclosed in the Company’s annual report on Form 10-K for the fiscal  year ended December 31, 2022 and in certain other of the Company’s Exchange Act filings. In light  of the Company’s external management structure, the disclosure requirements found in Item 402(b)  of Regulation S-K, which generally requires disclosure regarding compensation paid to named  executive officers of the Company are not applicable to the Company. Please see the Company’s  response letter, dated March 10, 2020, to the Staff’s prior comments to the Company’s Preliminary  Proxy Statement on Schedule 14A filed on February 28, 2020 for more information. As a result, the Company respectfully advises the Staff that the corresponding requirements of  Item 407(e)(5)(i) of Regulation S-K are not applicable to the Company. In addition, the Company

March 10, 2023 Page 3 28826240.1.BUSINESS  has reviewed definitive proxy statements filed by other externally managed business development  companies and believes that the disclosure contained in the Definitive Proxy Statement is consistent  both in substance and scope with what other externally managed business development companies  provide. The Company respectfully advises the Staff that the information required by Item 407(e)(5)(ii) of  Regulation S-K relating to the names of members of the Company’s Compensation Committee is  included on page 18 of the Definitive Proxy Statement under the caption “Compensation  Committee.” 5. Comment: The Staff refers to the disclosure on page 24 of the Preliminary Proxy Statement  under the caption “Delinquent Section 16(a) Reports.” Please supplementally provide the  Staff with additional information regarding the disclosed untimely Form 4 filing for Steve  Byers. Response: The Company advises the Staff, on a supplemental basis, that the above-referenced  disclosure refers to a Form 4 filing for Mr. Byers that was filed with the Commission on June 22,  2022, one business day after the Exchange Act Section 16 filing deadline for Mr. Byers’ open- market acquisition of 236 shares of the Company’s common stock on June 17, 2022. The Company  advises the Staff that the delay in filing was the result of an administrative oversight. * * *   If you have any questions, please feel free to contact the undersigned by telephone at 212.698.3525  (or by email at richard.horowitz@dechert.com), Harry Pangas at 202.261.3466 (or by email at  harry.pangas@dechert.com) or Clay Douglas by telephone at 202.261.3326 (or by email at  clay.douglas@dechert.com).    Sincerely,   /s/ Richard Horowitz Richard Horowitz   cc: Jonathan Landsberg, Barings BDC, Inc.  Ashlee Steinnerd, Barings BDC, Inc. Harry Pangas, Dechert LLP Clay Douglas, Dechert LLP

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                1900 K Street, NW

                  Washington, DC  20006-1110

                +1  202  261  3300  Main

                +1  202  261  3333  Fax

                www.dechert.com

              HARRY S. PANGAS

              harry.pangas@dechert.com

              +1 202 261 3466  Direct

              +1 202 261 3333  Fax

    October 19, 2022

    VIA EDGAR

    Division of Investment Management

    Securities and Exchange Commission

    100 F Street, NE

    Washington, DC 20002

    Attn: Christopher R. Bellacicco, Esq.

    Re:          Barings BDC, Inc.

    Registration Statement on Form N-14

    File Number: 333-267450

    Ladies and Gentlemen:

    On behalf of Barings BDC, Inc. (the “Company”),
      we hereby respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission received verbally from
      Christopher Bellacicco of the Staff on October 14, 2022 relating to the Company’s Registration Statement on Form N-14 dated September 15, 2022 (the “Registration Statement”). For your convenience, a transcription of the Staff’s comments is included in this letter in bold font, and each comment is followed by the Company’s response. Capitalized terms used in this
      letter and not otherwise defined herein shall have the meanings specified in the Pre-Effective Amendment No. 1 to the Registration Statement filed by the Company on the date hereof (“Pre-Effective Amendment No. 1”). All page number references herein refer to the page numbers in the Registration Statement unless indicated otherwise.

    Prospectus Summary

              1.
              Comment:
              On page 1, and throughout the Registration Statement, please include hyperlinks to any
                documents incorporated by reference into the Registration Statement where referenced.

              Response:

              The Company has revised the disclosure
                  accordingly in Pre-Effective Amendment No. 1.

              2.
              Comment:

              The final paragraph on page 1, continuing onto page 2, includes disclosure that is
                duplicative of the disclosure found in the paragraph immediately preceding it. Please consider combining the two paragraphs to remove the duplicative disclosure.

              Response:

              The Company has revised the disclosure in
                  Pre-Effective Amendment No. 1.

                October 19, 2022

                Page 2

              3.
              Comment:

              The Staff refers to the following disclosure found on page 4: “We also agreed to keep the Exchange Offer Registration Statement effective for not less than the minimum period required under applicable federal and state securities laws to
                  consummate the exchange offer; provided, however, that in no event shall such period be less than 20 business days after the commencement of the exchange offer.” The Staff notes that on page 3, however, the Company discloses that the exchange offer
                will expire at 5:00 p.m, New York City time on a specified date. The Staff notes that Rule 13e-4(a)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), defines “business day” to “consist of the time period from 12:01 a.m. through 12:00 midnight Eastern Time” on
                the relevant day. In light of this discrepancy, please confirm supplementally that the Company’s exchange offer will be open for at least 20 full business days.

              Response:

              The Company supplementally confirms that the
                  exchange offer will be open for at least 20 full business days.

              4.
              Comment:

              The Staff refers to the following disclosure found on page 8: “exchange of Restricted Notes
                for Exchange Notes in the exchange offer will not result in any gain or loss … for United States federal income tax purposes.” Please revise the referenced disclosure to state the exchange of Restricted Notes for Exchange Notes will not
                constitute a taxable event.

              Response:

                The Company has revised the disclosure accordingly in Pre-Effective Amendment No. 1.

              5.
              Comment:

              Please include a tax opinion that complies with Staff Legal Bulletin #19 indicating that the
                exchange of Restricted Notes for Exchange Notes will not constitute a taxable event.

              Response:

              The Company has attached the requested opinion as an exhibit to the
                Pre-Effective Amendment No. 1.

    Special Note Regarding Forward-Looking Statements

              6.
              Comment:
              On page 16 in the section titled “Special Note Regarding Forward-Looking Statements,” please
                note that any forward-looking statements relating to the exchange offer included in the prospectus, including the documents incorporated by reference therein, and in any applicable prospectus supplement and free writing prospectus relating
                to the exchange offer, including the documents incorporated by reference therein each, are excluded from the safe-harbor protection under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act.

              Response:

              The Company has revised the disclosure accordingly in Pre-Effective Amendment No. 1.

                October 19, 2022

                Page 3

    Regulation of the Company

              7.
              Comment:

              Please confirm that the cross-reference on page 41 to the relevant section of the Company’s
                Annual Report on Form 10-K for the fiscal year ended December 31, 2021 is correct.

              Response:

              The Company has revised the disclosure in Pre-Effective Amendment No. 1 to correct the cross-reference.

    Senior Securities

              8.
              Comment:
              On page 42, in
                  the introductory paragraph to the Company’s senior securities table, please include a cross reference to the Company’s most recent Annual Report on Form 10-K wherein the referenced “Management’s Discussion and Analysis
                  of Financial Condition and Results of Operations” can be found.

              Response:

              The Company has revised
                  the disclosure accordingly in Pre-Effective Amendment No. 1.

                October 19, 2022

                Page 4

    *      *      *

    Should you have any questions or comments, please contact the undersigned at 202.261.3466.

    Sincerely,

    /s/ Harry S. Pangas

    Harry S. Pangas

    HSP

    cc:          Jonathan Bock, Barings BDC, Inc.

    Jonathan Landsberg, Barings BDC, Inc.

    Elizabeth Murray, Barings BDC, Inc.

CORRESP
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Document

March 11, 2022

Via EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

Attention: Valerie Lithotomos, Esq.

100 F Street NE
Washington, D.C. 20549

RE:    Barings BDC, Inc. — Preliminary Proxy Statement on Schedule 14A filed on February 25, 2022 (File No. 814-00733)

Dear Ms. Lithotomos:

On behalf of Barings BDC, Inc. (the “Company”), set forth below is the Company’s response to the oral comment provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on March 2, 2022 with respect to the Company’s Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”), filed with the Commission on February 25, 2022. The Staff’s comment is set forth below and is followed by the Company’s response. Where indicated, revised disclosure has been included in the Definitive Proxy Statement on Schedule 14A filed by the Company on the date hereof (the “Definitive Proxy Statement”). Unless otherwise noted, references to page numbers herein refer to the page numbers of the Preliminary Proxy Statement.

1.Comment: We refer to the table set forth under “Information about the Nominees for Director and Other Directors” in Proposal No. 1 of the Preliminary Proxy Statement, starting on page 7. Please revise the disclosure in the column of the table titled “Principal Occupations During Past 5 Years” to state the principal business of any company listed therein unless the principal business is implicit in its name. Please refer to Instruction 5 to Item 22(b)(1) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

Response: The Company has revised the Definitive Proxy Statement in response to the Staff’s comment. Specifically, the Company has revised the disclosure in the column of the table titled “Principal Occupations During Past 5 Years” to state the principal business of any company listed therein, other than Barings LLC, unless the principal business is implicit in its name. With respect to Barings LLC, the Company believes that the disclosure in the Definitive Proxy Statement appropriately informs the Company’s stockholders that Barings LLC serves as the Company’s investment adviser, registered under the Investment Advisers Act of 1940, as amended.

28826240.1.BUSINESS

March 11, 2022

Page 2

*    *    *

If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3466 (or by email at harry.pangas@dechert.com), Richard Horowitz at 212.698.3525 (or by email at richard.horowitz@dechert.com) or Clay Douglas by telephone at 202.261.3326 (or by email at clay.douglas@dechert.com).

Sincerely,

/s/ Harry S. Pangas

Harry S. Pangas

cc:    Jonathan Bock, Chief Financial Officer

Jill Dinerman, Chief Legal Officer

28826240.1.BUSINESS

CORRESP
1
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            Goodwin Procter LLP

            100 Northern Avenue

            Boston, MA 02210

            goodwinlaw.com

            +1 617 570 1000

    December 23, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Investment Management

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Valerie Lithotomos and Lauren Hamilton

              Re:

              Barings BDC, Inc.

              Registration Statement on Form N-14

              File No.: 333-260591

    On behalf of Barings BDC, Inc., a Maryland corporation (the “Company” or “Barings BDC”), we hereby respond to oral comments conveyed by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)

      in a telephonic conversation on December 22, 2021 between Lauren Hamilton of the Staff and John Haggerty of Goodwin Procter llp relating to amendment no. 1 to the Company’s registration statement on
      Form N-14 filed with the Commission on December 13, 2021 (as amended, the “Registration Statement”) in connection with a proposed transaction involving the Company and Sierra Income Corporation (“Sierra”). Reference is made to the
      Company’s response letter, dated December 13, 2021 (the “Initial SEC Response Letter”) relating to the Company’s registration statement on Form N-14 filed with the Commission on October 29, 2021.

    For your convenience, the Staff’s comments are summarized in this letter, and each comment is followed by the applicable response. Pre-Effective Amendment No. 2 to the Registration Statement (“Pre-Effective Amendment No. 2”) has been filed
      with the SEC concurrently herewith.

    Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in Pre-Effective Amendment No. 2.

    Accounting Comments

    General

          1.

            Please supplementally confirm for the Staff who the accounting survivor is following the Merger.

    The Company supplementally confirms to the Staff that Barings BDC will be the accounting surviving entity following the Merger.

    Division of Investment Management

    December 23, 2021

    Page 2

    Capitalization

          2.

            The Staff references the Company’s response to question 24 in the Initial SEC Response Letter. Please supplementally explain how the $2.1 million contribution by Sierra for personnel factored into the
              capitalization table.

    The Company supplementally advises the Staff that the outstanding portion of the $2.1 million contribution by Sierra to Medley Capital for personnel is not factored into the capitalization table. Of the $2.1 million
      contribution, $0.7 million was expensed and paid by Sierra in September 2021 and, as a result, is reflected in Sierra’s retained earnings as of September 30, 2021. The remaining $1.4 million (the “Remaining Contribution”) is payable in the
      future, subject to certain conditions. Medley Capital personnel are not entitled to payments if they terminate their employment prior to the future payment dates, and, thus, the contingent payment obligation does not appear on Sierra’s balance sheet
      as of September 30, 2021 as a liability.  Accordingly, Barings BDC did not reflect Sierra’s contingent payment obligation in the capitalization table.

    Comparative Fees and Expenses

          3.

            The Staff references the disclosure set forth under “Comparative Fees and Expenses” starting on page 33 of the Registration Statement. Please revise the disclosure to clarify that fees are expected to increase
              for Sierra stockholders after completion of the Merger.

    The Company has added disclosure on page 13 of Pre-Effective Amendment No. 2 to explain how the proposed Merger will affect the fees and expenses that Sierra stockholders will pay as stockholders of Barings BDC following
      the Merger.

    Accounting Treatment of the Merger

          4.

            The Staff references the disclosure set forth under “Accounting Treatment of the Merger” starting on page 112 of the Registration Statement. Please revise the disclosure to clarify the accounting treatment of the
              Credit Support Agreement.

    The Company has revised the disclosure on page 113 of Pre-Effective Amendment No. 2 to clarify the accounting treatment of the Credit Support Agreement.

    * * * * * * * *

      Division of Investment Management

      December 23, 2021

      Page 3

      If you have any questions or would like further information concerning the Company’s responses included in this letter, please do not hesitate to contact me at (617) 570-1526.

            Very truly yours,

            /s/ John T. Haggerty

            John T. Haggerty

                  cc:

                  Eric Lloyd, Barings BDC, Inc.

                  Paul J. Delligatti, Goodwin Procter LLP

                  Thomas J. LaFond, Goodwin Procter LLP

CORRESP
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            Goodwin Procter LLP

            100 Northern Avenue

            Boston, MA 02210

            goodwinlaw.com

            +1 617 570 1000

    December 13, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Investment Management

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Valerie Lithotomos and Lauren Hamilton

            Re:

            Barings BDC, Inc.

            Registration Statement on Form N-14

            File No.: 333-260591

    On behalf of Barings BDC, Inc., a Maryland corporation (the “Company” or “Barings BDC”), we hereby respond to oral comments conveyed by the staff (the “Staff”) of the U.S.
      Securities and Exchange Commission (the “Commission”) in telephonic conversations on December 6, 2021 between Valerie Lithotomos of the Staff and John Haggerty of Goodwin Procter llp and between
      Lauren Hamilton of the Staff and John Haggerty of Goodwin Procter llp relating to the Company’s registration statement on Form N-14 filed with the Commission on October 29, 2021 (the “Registration
        Statement”) in connection with a proposed transaction involving the Company and Sierra Income Corporation (“Sierra”).

    For your convenience, the Staff’s comments are summarized in this letter, and each comment is followed by the applicable response. Pre-Effective Amendment No. 1 to the Registration Statement (“Pre-Effective

        Amendment No. 1”) has been filed with the SEC concurrently herewith.

    Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in Pre-Effective Amendment No. 1.

    Legal Comments

    General

          1.

            Please advise the Staff supplementally whether the “Effective Time” is expected to occur on the same date as closing and whether the First Merger and the Second
              Merger are expected to close on the same date.

    The Company respectfully advises the Staff that the “effective time” of the First Merger, which refers to the time at which the First Merger becomes legally effective under
      Maryland law, will occur on the closing date of the transaction. The Second Merger will become legally effective immediately after the effective time of the First Merger and both mergers are anticipated to occur on the same date.

    Division of Investment Management

    December 13, 2021

    Page 2

          2.

            Please explain supplementally to the Staff (1) the purpose of each step of the transaction, (2) the legal approvals necessary to consummate each step of the
              transaction, (3) the implications of each step under the Securities Act, (4) whether each step requires registration under the Securities Act and, if not, the basis for not requiring registration under the Securities Act and (5) whether any
              steps, individually or collectively, would result in the diminution of the protections available to investors under the securities laws, in particular, the Investment Company Act.

    The Company advises the Staff that the Merger is a two-step merger whereby the Company will acquire all of the outstanding shares of Sierra in a stock and cash transaction.
      The Merger is being consummated via two steps in order to (1) allow the Merger, taken as a whole, to qualify as a reorganization as described in the Registration Statement and (2) merge the surviving company into the Company so that only one business
      development company survives the Merger.

    The Company and Sierra believe that the reverse triangular merger structure used in this transaction offers numerous benefits to the stockholders of the Company and Sierra.
      In particular, the Company anticipates that the Merger as so structured will be treated as a reorganization for U.S. federal income tax purposes as described in the Registration Statement. This structure also facilitates the survival of the Company,
      which has shares of its common stock listed on the New York Stock Exchange.

    First Merger and Second Merger

    The First Merger is a “reverse triangular” merger of a transitory subsidiary of the Company with and into Sierra, with Sierra surviving such merger. The Second Merger is a
      “forward” merger of Sierra with and into the Company, with the Company surviving such merger.

    As described in the Registration Statement, the First Merger must be approved by the holders of a majority of the outstanding shares of Sierra Common Stock entitled to vote
      at the Sierra Special Meeting. Pursuant to the terms of Section 3-106 of the MGCL, the Company, as the sole stockholder of Sierra following the consummation of the First Merger, will approve the Second Merger.

    As described in the Registration Statement, upon completion of the First Merger, and subject to the terms and conditions of the Merger Agreement, Sierra stockholders will
      receive the Merger Consideration which includes shares of the Company’s common stock. The shares of the Company’s common stock to be issued to Sierra stockholders are being registered under the Securities Act pursuant to the Registration Statement.
      No other securities will be issued in the transaction and therefore no other aspect of the transaction requires registration under the Securities Act.

    Protections Available to Investors

    The Company does not believe that the consummation of the Merger will result in a diminution of the protections currently available to Sierra stockholders or the Company’s
      stockholders under the securities laws, including the Investment Company Act. While there will be substantial similarities between the rights of the Company’s stockholders and Sierra stockholders, various differences are noted in the Registration
      Statement under the heading “Comparison of Barings BDC and Sierra Stockholder Rights” and the risk factor entitled “The investment objectives and investment strategy of Barings BDC differ from the investment objectives and investment strategy of
      Sierra and, therefore, an equity investment in Barings BDC has different risks than an equity investment in Sierra.”

    Division of Investment Management

    December 13, 2021

    Page 3

    The Company notes that as a result of the Merger, Sierra stockholders who currently hold registered securities of Sierra will hold registered securities in the Company
      following the closing of the Merger.

    The Company confirms that none of the foregoing steps, individually or collectively, are expected to result in a diminution of the investor protections under the federal
      securities laws, in particular the Investment Company Act.

          3.

            Please advise why the opinion of counsel that the transaction qualifies as a tax-free reorganization does not provide a detailed description of the transaction,
              similar to the form delivered in connection with Barings BDC’s prior transaction with MVC Capital, Inc.

    An updated tax opinion has been filed as Exhibit 12 to Pre-Effective Amendment No. 1 that provides a detailed description of the steps of the transaction, similar to the
      description contained in the tax opinion delivered in connection with Barings BDC’s prior transaction with MVC Capital, Inc.

    Questions and Answers

          4.

            On page 5 of the Registration Statement, under the question “How does the bankruptcy of Medley LLC affect the Merger Agreement and/or the Merger?” please advise the
              Staff supplementally whether the Medley bankruptcy will have any effect on the stockholders voting on the Merger.

    The Company advises the Staff that Sierra has confirmed that the Medley bankruptcy will have no effect on the stockholders voting on the Merger.

          5.

            Please consider whether the disclosure that, if the Merger is not approved, Sierra will pursue other options such as liquidation, is disclosed appropriately in the
              document.

    The Company advises the Staff that it has reviewed the disclosure on whether Sierra will pursue other options such as liquidation if the Merger is not approved and believes
      it is disclosed appropriately in the document. The Company notes that such disclosure appears under the questions “What will happen if the Barings BDC Proposals being considered at the Barings BDC Special Meeting and/or the Sierra Proposals being
      considered at the Sierra Special Meeting are not approved by the required vote?” and “What happens if the Merger is not consummated?” on page 6 and 12, respectively, and in the risk factors titled “The termination of the Merger agreement could
      negatively impact Sierra and Barings BDC” and “If the Merger is not completed, Sierra would expect to consider other strategic alternatives, which are subject to risks and uncertainties” on page 27 and 28, respectively.

          6.

            On page 8 of the Registration Statement, under the question “Who is responsible for paying the expenses relating to completing the Merger?” please revise the answer
              to better clarify the answer.

    The Company has revised the disclosure on page 8 of Pre-Effective Amendment No. 1 to clarify who is responsible for paying the expenses relating to completing the Merger.

    Division of Investment Management

    December 13, 2021

    Page 4

          7.

            Please advise the Staff supplementally why the termination fee disclosed on page 8 of the Registration Statement under the question “Who is responsible for paying the
              expenses relating to completing the Merger?” and on page 20 under the caption “—Termination of the Merger and Termination Fee and Expenses” is permissible under Section 57(a)(4) of the Investment Company Act and Rule 17d-1 promulgated
              thereunder.

    The Company supplementally submits that Section 57(a)(4) of the Investment Company Act and Rule 17d-1 promulgated thereunder do not apply to the provisions requiring the
      payment of a termination fee under the Merger Agreement. The provisions requiring the payment of a termination fee, which are common in substantially all unaffiliated mergers of business development companies, were negotiated bilaterally between
      unaffiliated parties on an arm’s-length basis. Specifically, there was no affiliation between Barings BDC and Sierra of the type contemplated in Section 57(b) of the Investment Company Act at the time the Merger Agreement was entered into, and there
      will be no such affiliation prior to the consummation of the Merger.

    Further, a termination fee is payable under the Merger Agreement only if the Merger Agreement is terminated and the Merger is not consummated. In this scenario, Barings BDC
      and Sierra would continue as two unaffiliated business development companies and a termination fee would be payable by Sierra to an unaffiliated Barings BDC, thereby raising no joint affiliated transaction issue under Section 57(a)(4) of the
      Investment Company Act and Rule 17d-1 promulgated thereunder.

          8.

            Please advise the Staff supplementally as to why the history of the dividend reinvestment plan as included on pages 8 and 9 of the Registration Statement under the
              question “Will I receive distributions after the Merger?” is relevant to the question of whether stockholders will be entitled to dividends after the Merger.

    The Company respectfully submits to the Staff that it believes the disclosure regarding the Barings BDC dividend reinvestment plan is relevant to whether Sierra stockholders
      will be entitled to dividends after the Merger because it relates to the form of such dividends, as Sierra stockholders that receive shares of Barings BDC Common Stock in the Merger will be automatically enrolled in the Barings BDC dividend
      reinvestment plan and, as a result, would receive future dividends, if any, in additional shares of Barings BDC Common Stock unless they affirmatively opt out of the Barings BDC dividend reinvestment plan. The Company believes that providing this
      detail, including instructions for how a Sierra stockholder could opt out of the Barings BDC dividend reinvestment plan and thus receive future dividends, if any, in cash, in the Questions and Answers section of the Registration Statement will assist
      Sierra stockholders in evaluating the Merger.

    Additionally, the Company respectfully submits to the Staff that it believes information on the historical dividends paid by Barings BDC and Sierra is relevant to Sierra
      stockholders in their evaluation of the Merger and has included cross-references to such disclosure appearing later in the Pre-Effective Amendment No. 1.

    Division of Investment Management

    December 13, 2021

    Page 5

          9.

            On page 9 and 10 of the Registration Statement, please revise the disclosure under the question “How does Barings BDC’s investment objective and strategy differ from
              Sierra’s?” to further define or describe EBITDA in the row titled “Target Borrower.”

    The Company has revised the disclosure on page 10 of Pre-Effective Amendment No. 1 to clarify the reference to “Adjusted EBITDA.”

          10.

            On page 9 and 10 of the Registration Statement, under the question “How does Barings BDC’s investment objective and strategy differ from Sierra’s?” please explain the
              following statement in light of the differences in investment strategies between the two companies:  “Notwithstanding the differences in investment objective and strategy, Barings BDC does not anticipate any material repositioning of assets
              acquired in the Merger following the Merger.”

    The Company supplementally confirms to the Staff that, although the two companies have differing investment objectives and strategies, the Company does not intend to
      materially reposition the assets that are being acquired in the Merger.  The Company intends that future investments will be made in accordance with its investment objectives and strategies.

    Summary of the Merger

          11.

            Please advise the Staff supplementally as to what is being referenced by the “Barings BDC Externalization Transaction” under the caption “The Parties to the Merger”
              on page 13 of the Registration Statement.

    The Company supplementally submits to the Staff that the “Barings BDC Externalization Transaction” refers to the 2018 transactions between the Company and Barings pursuant to
      which the management of the Company was externalized and Barings became the investment adviser and administrator to Barings BDC. The Company has revised the disclosure on page 13 of Pre-Effective Amendment No. 1 to clarify the references to the
      “Barings BDC Externalization Transaction.”

          12.

            Please advise the Staff supplementally what is meant by the term “cyclicality” on page 13 of the Registration Statement under the caption “The Parties to the Merger.”

    The Company supplementally submits that the use of “cyclicality” in the referenced statement is intended to convey that, in making investments, the Company strives to invest
      in businesses that are not subject to large cycles in revenue, meaning large disparities in revenue received at different times during their fiscal year, and that typically have a more stable cash flow.

    Division of Investment Management

    December 13, 2021

    Page 6

    Risk Factors

          13.

            Please include a discussion comparing the risks of each company or direct the Staff to where such discussion can be found.  Please consider providing this disclosure
              in chart format. See Item 3(c) of Form N-14.

    The Company respectfully directs the Staff to the risk fact

CORRESP
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Document

March 26, 2021

Via EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

Attention: Mr. Christopher Bellacicco, Esq.

100 F Street NE

Washington, D.C. 20549

RE:    Barings BDC, Inc. — Preliminary Proxy Statement on Schedule 14A filed on March 15, 2021 (File No. 814-00733)

Dear Mr. Bellacicco:

On behalf of Barings BDC, Inc. (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 “Commission”) to the Company on March 24, 2021 with respect to the Company’s Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”), filed with the Commission on March 15, 2021. The Staff’s comments are set forth below and are followed by the Company’s responses. Where indicated, revised disclosure has been included in the Definitive Proxy Statement on Schedule 14A filed by the Company on the date hereof (the “Definitive Proxy Statement”). Unless otherwise noted, references to page numbers herein refer to the page numbers of the Preliminary Proxy Statement.

1.Comment: We refer to the Company’s Notice of Annual Meeting of Stockholders filed as part of the Preliminary Proxy Statement. Please include additional information regarding the signatory of the Notice of Annual Meeting of Stockholders, Ms. Ashlee Steinnerd, Secretary of the Company, in the body of the Definitive Proxy Statement.

Response: The Company has revised the Preliminary Proxy Statement in response to the Staff’s comment. Specifically, the Company has included biographical information for Ms. Steinnerd, including information elicited by Item 401(e) of Regulation S-K with respect to executive officers, on page 20 of the Definitive Proxy Statement. The Company respectfully advises the Staff, on a supplemental basis, that the Company has not determined Ms. Steinnerd to be an executive officer of the Company under the definition of Rule 3b-7 of the Securities Exchange Act of 1934, as amended, and thus has excluded her from the beneficial ownership table included in the Definitive Proxy Statement.

2.Comment: We refer to the following sentence in the last paragraph on page 4 of the Preliminary Proxy Statement: “These options require stockholders to input the Control Number, which is provided on the proxy card.” We note that the “form of” proxy card filed with the Preliminary Proxy Statement does not include a Control Number or a specific indication of where such Control Number would be inserted. Please include a revised “form of” proxy card in the Definitive Proxy Statement filing or otherwise confirm that the Control Number for each stockholder will be included on the proxy card mailed to such stockholder.

Response: The Company confirms that the proxy cards to be mailed to individual stockholders with the proxy materials will include the relevant stockholder-specific Control Numbers.

*    *    *

If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3466 (or by email at harry.pangas@dechert.com), Richard Horowitz at 212.698.3525 (or by email at richard.horowitz@dechert.com) or Clay Douglas by telephone at 202.261.3326 (or by email at clay.douglas@dechert.com).

Sincerely,

/s/ Harry S. Pangas

Harry S. Pangas

cc:    Jonathan Bock, Chief Financial Officer

Jill Dinerman, Chief Legal Officer

2

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        1900 K Street, NW

        Washington, DC 20006-1110

        +1 202 261 3300 Main

        +1 202 261 3333 Fax

        www.dechert.com

        Harry S. Pangas

        harry.pangas@dechert.com

        +1 202 261 3466 Direct

        +1 202 261 3333 Fax

October 6, 2020

VIA EDGAR

Lauren Hamilton

Staff Accountant

U.S. Securities and Exchange Commission

Division of Investment Management, Disclosure Review Office

3 World Financial Center

New York, N.Y. 10281

 Re: Barings BDC, Inc.

Form 10-K for the Fiscal Year Ended December
31, 2019

File Number: 814-00733

Dear Ms. Hamilton:

On behalf of Barings BDC, Inc. (the “Company”),
this letter responds to the comments issued by the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (“SEC”) to us on September 17, 2020 relating to the Company’s Form 10-K for the fiscal
year ended December 31, 2019 (the “Form 10-K”).

For your convenience, the Staff’s
comments are included in this letter, and each comment is followed by the Company’s responses.

 1. Comment:	We refer to the line item entitled “Weighted average yield on total
investments” in the “Selected Financial Data” table contained on page 70 of the Form 10-K. According to footnote
1 to the “Selected Financial Data” table, such weighted average yield has been calculated by excluding non-accrual
debt investments. In the Company’s future SEC filings, please include an additional line item immediately before or after
the above-referenced line item which discloses the weighted average yield on all of the Company’s total investments,
including non-accrual debt investments.

Response: The Company
will comply with this comment commencing with its Form 10-K for the year ending December 31, 2020.

 2. Comment:	We note that the “Selected Financial Data” table on page
70 of the Form 10-K discloses that the weighted average yield on the Company’s total investments excluding non-accrual debt
investments was 6.2% at December 31, 2019. We also note disclosure on page 73 of the Form 10-K that “[t]he weighted-average
yield on all of our outstanding investments (including equity and equity-linked investments and short-term investments) was approximately
5.8% as of December 31, 2019.” Please reconcile these two contradictory statements relating to the weighted average
yield on the Company’s total/outstanding investments.

        October 6, 2020

        Page 2

Response: The Company respectfully submits
that the 6.2% represents the aggregate weighted average yield of the Company’s middle-market private debt portfolio and the
Company’s syndicated senior secured loan portfolio as of December 31, 2019, whereas the 5.8% represents the weighted-average
yield on all of the Company’s outstanding investments (including equity and equity-linked investments and short-term investments)
as of December 31, 2019.

 3. Comment:	We refer to the statement on page 76 of the Form 10-K that “[a]s
of December 31, 2019 and December 31, 2018, we had no non-accrual assets.” Please explain to the
Staff how that statement is consistent with footnote 1 to the “Selected Financial Data” table which denotes that the
weighted average yield on the Company’s total investments “[e]xcludes non-accrual debt investments.”

Response: The Company
respectfully submits that footnote 1 to the “Selected Financial Data” table relates to all years in the Selected Financial
Data schedule (2015-2019). For years 2015-2017, the Company did have non-accruals. The Company will include in future SEC filings
an additional line item immediately before or after the above-referenced line item, which discloses the weighted average yield
on all of the Company’s total investments, including non-accrual debt investments.

 4. Comment:	Please confirm that all related-party transactions required to be disclosed
in accordance with Rules 6-04(5) and 6-04(12) of Regulation S-X on the face of the Company’s balance sheet are so disclosed.

Response: The Company
acknowledges the Staff’s comment and will disclose all related-party transactions required by Rules 6-04(5) and 6-04(12)
of Regulation S-X in future filings. The Company supplementally confirms that the Company disclosed all such related-party transactions
in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2020 filed with the SEC on August 5, 2020.

 5. Comment:	We note references in the Company’s schedule of investments to
 “foreign currency transactions.” Please confirm to the Staff that all liabilities related to forward foreign currency
contracts or “other investments” are separately disclosed on the face of the Company’s balance sheet in accordance
with Rule 6-04(9) of Regulation S-X.

        October 6, 2020

        Page 3

Response: 	On
Form 10-K, for year ended December 31, 2019, the amount of liabilities related to forward currency contracts was $23,599 or 0.00%
of total liabilities. These amounts were de minimis for the period ended December 31, 2019. If in future periods amounts become
material, the Company will consider breaking out as a separate line item.

 6. Comment:	In the Company’s future SEC filings, please disclose the class
of securities held in other issuers in accordance with Rule 12-12 of Regulation S-X.

Response:	The
Company respectfully submits that the class of securities held in other issuers is disclosed in the Schedule of Investments where
multiple classes of securities exist as required by Rule 12-12 of Regulation S-X.

 7. Comment:	We refer to the following excerpt from footnote 4 of Rule 12-12 of Regulation
S-X and request that the Company ensure that the schedule of investments included in its future SEC filings fully complies with
the provisions thereof, including the bold provisions highlighted below:

“For
variable rate securities, indicate a description of the reference rate and spread and: (1) The end of period interest rate or (2)
disclose the end of period reference rate for each reference rate described in the Schedule in a note to the Schedule.”

Response:	The
Company respectfully submits that it is currently in compliance with footnote 4 of Rule 12-12 of Regulation S-X. The Company includes
the reference rate, spread and end of period interest rate on the Schedule of Investments. In addition, for securities with payment
in kind income, the Company discloses the rate paid in kind in the Schedule of Investments.

 8. Comment:	Please supplementally disclose to the Staff whether the Company invests
in covenant-lite loans and, if so, the magnitude thereof. If the Company will hold a significant amount of covenant-lite loans,
please revise the Company’s principal risks disclosure in the Company’s future SEC filings to include the heightened
risks associated with covenant-lite loans.

Response:	The
Company advises the Staff that a significant portion of its debt investments include so-called covenant-lite loans. Accordingly,
the Company will include the following risk factor in its Form 10-Q for the quarter ending September 30, 2020 and other appropriate
SEC filings thereafter.

        October 6, 2020

        Page 3

“Covenant-Lite Loans

A significant number of high
yield loans in the market, in particular the broadly syndicated loan market, may consist of covenant-lite loans, or “Covenant-Lite
Loans.” A significant portion of the loans in which the Company may invest or get exposure to through its investments may
be deemed to be Covenant-Lite Loans and it is possible that such loans may comprise a majority of the Company’s portfolio.
Such loans do not require the borrower to maintain debt service or other financial ratios and do not include terms which allow
the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. Ownership of Covenant-Lite
Loans may expose the Company to different risks, including with respect to liquidity, price volatility, ability to restructure
loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.”

 9. Comment:	We note that many of the Company’s debt investments are subject
to interest rate caps and floors. In the Company’s future SEC filings, please disclose the caps and floors, including the
amounts thereof, in the Company’s Schedule of Investments. See AICPA Expert Panel, February 20, 2018.

Response:	The
Company will disclose interest rate caps and floors by way of footnotes to the Schedule of Investments in future SEC filings.

* * *

Should you have any questions or comments,
please contact the undersigned at 202.261.3466.

Sincerely,

/s/ Harry S. Pangas

Harry S. Pangas

CORRESP
1
filename1.htm

    1900 K Street, N.W.

                           Washington, DC 20006-1110

+1 202 261 3300 Main

+1 202 261 3333 Fax

www.dechert.com

HARRY
S. PANGAS

harry.pangas@dechert.com

+1 202 261 3466 Direct

+1 202 261 3333 Fax

March 10, 2020

Via EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

Attention: Mr. Christopher Bellacicco, Esq.

100 F Street NE

Washington, D.C. 20549

 RE: Barings BDC, Inc. — Preliminary Proxy Statement on Schedule 14A filed on

February 28, 2020 (File No. 814-00733)

Dear Mr. Bellacicco:

On behalf of Barings
BDC, Inc. (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 “Commission”) to the Company on March 6, 2020 with respect to
the Company’s Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”), filed with
the Commission on February 28, 2020. The Staff’s comments are set forth below and are followed by the Company’s responses.
Where indicated, revised disclosure has been included in the Definitive Proxy Statement on
Schedule 14A filed by the Company on the date hereof (the “Definitive Proxy Statement”). Unless otherwise
noted, references to page numbers herein refer to the page numbers of the Preliminary Proxy Statement.

 1. Comment: We refer to the Company’s Notice of Annual Meeting of Stockholders
filed as part of the Preliminary Proxy Statement. In accordance with Rule 14a-16(d)(11) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), include in such Notice information on how to obtain directions to be able to
attend the Company’s annual meeting and vote in person.

Response: The Company
has revised the Notice of Annual Meeting of Stockholders in response to the Staff’s comment.

 2. Comment: We refer to the section of the Preliminary Proxy Statement titled “Information
about the Nominees for Director and Other Directors” beginning on page 5. In accordance with Instruction 3 to the introductory
text of Item 22(b) of Exchange Act Rule 14a-101, furnish information for directors or nominees who are or would be “interested
persons” of the Company within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940
Act”), separately from the information for directors or nominees who are not or would not be interested persons of the
Company.

    March 10, 2020

Page 2

Response: The Company
has revised the above-referenced disclosure in the Definitive Proxy Statement to organize and present information for directors
or nominees who are or would be “interested persons” of the Company within the meaning of Section 2(a)(19) of the 1940
Act separately from the information for directors or nominees who are not or would not be interested persons of the Company.

 3. Comment: We refer to the section of the Preliminary Proxy Statement titled “Compensation
Discussion” beginning on page 14. Please revise the disclosure to include the Summary Compensation Table, in accordance with
Item 402(c) of Regulation S-K, as promulgated under the Exchange Act.

Response: As disclosed
in the Company’s public filings with the Commission, on August 2, 2018, the Company entered into an investment advisory agreement
(the “Advisory Agreement”) and an administration agreement with Barings LLC (the “Externalization”) following
the sale of the Company’s investment portfolio to a third party. Prior to the Externalization, the Company was internally
managed by its then-current executive officers under the supervision of its Board of Directors and, as such, incurred the operating
costs associated with employing executive management and investment and portfolio management professionals, primarily in the form
of a base salary, annual cash bonus, and long-term compensation pursuant to an incentive compensation plan.

In connection with the Externalization,
each of the Company’s then-current executive officers, E. Ashton Poole, Steven C. Lilly, Jeffrey A. Dombcik, Cary B. Nordan
and Douglas A. Vaughn (collectively, the Company’s “Former Executive Officers”), resigned effective as of the
date of the Externalization and new executive officers were appointed. Following the Externalization, Barings LLC serves as the
Company’s external investment adviser and manages the Company’s investment portfolio under the terms of the Advisory
Agreement, in connection with which the Company pays Barings LLC a base management fee and an incentive fee, the details of
which are disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2019, which will be
mailed to the Company’s stockholders along with the Definitive Proxy Statement.

As a result of the above, the
current executive officers of the Company, who are employees of Barings LLC, receive no direct compensation from the Company. In
light of this, the disclosure requirements found in Item 402(c) of Regulation S-K, which generally require disclosure
regarding named executive officers of the Company who served during the “last completed fiscal year” (see Item
402(a)(3) of Regulation S-K) are not applicable to the Company. Moreover, in light of the fact that the Former Executive Officers
are no longer employed by the Company, and the fact that details regarding their compensation are available in the Company’s
prior filings with the Commission, the Company does not believe that including the details of the Former Executive Officers’
compensation in the Definitive Proxy Statement would benefit or otherwise provide material information to the Company’s stockholders
in connection with the proposals to be voted upon at the Company’s 2020 annual meeting of stockholders.

The Company has revised the Definitive
Proxy Statement to provide a summary of the above to its stockholders. In addition, the Company has reviewed definitive proxy statements
filed by other externally managed business development companies and believes that the disclosure contained in the Definitive Proxy
Statement is consistent both in substance and scope with what other externally managed BDCs have provided.

    March 10, 2020

Page 3

 4. Comment: We refer to the section of the Preliminary Proxy Statement titled
                                                                “Director Compensation” on page 14. Please revise the table setting forth the compensation of the Company’s
                                                                independent directors to include disclosure of deferred compensation (including interest) payable to or accrued for the
                                                                required individuals in accordance with Item 22(b)(13) of Exchange Act Rule 14a-101.

Response: The Company
respectfully advises the Staff that Item 22(b)(13) of Exchange Act Rule 14a-101 requires disclosure for “a Fund that
is an investment company registered under the Investment Company Act of 1940 . . .” [emphasis added]. As an investment
company that has elected to be treated as a business development company under the 1940 Act, the Company is not considered to be
registered under the 1940 Act and, thus, instead discloses director compensation in accordance with Item 8 of Exchange Act Rule
14a-101, which refers to Item 402(k) of Regulation S-K and generally requires disclosure similar to that required by Item
22(b)(13) of Exchange Act Rule 14a-101. In light of this, the Company has excluded from the Definitive Proxy Statement the above-referenced
disclosure required by Item 22(b)(13) and advises the Staff that the Company’s independent directors receive only an annual
retainer paid in cash for, and reimbursement for any out-of-pocket expenses related to, their service as members of the Company’s
Board of Directors.

 5. Comment: We refer to the section of the Preliminary Proxy Statement titled “Compensation
Committee” on page 16. In accordance with Item 407(e)(3) of Regulation S-K, revise the disclosure to provide a narrative
description of the Company’s processes and procedures for the consideration and determination of director compensation.

Response: The Company
has revised the disclosure on page   12 of the Definitive Proxy Statement in response to the Staff’s comment.

 6. Comment: We refer
to the section of the Preliminary Proxy Statement titled “Compensation of Officers” on page 21. Please advise the
Staff how such disclosure differs from the disclosure in the first paragraph of page 14 and, if necessary, consider revising.

Response: The
Company has deleted disclosure on page 21 of the Preliminary  Proxy Statement in response to the Staff’s comment and
revised the disclosure on page   10 of the Definitive Proxy Statement.

 7. Comment: If applicable, please revise the Preliminary Proxy Statement to include
the disclosure required under Item 405(a) of Regulation S-K with respect to any delinquent Section 16 reports.

Response: The Company
respectfully advises the Staff, on a supplemental basis, that it has excluded the above-referenced disclosure in reliance on Instruction
1 to Item 405(a) of Regulation S-K.

    March 10, 2020

Page 4

*	*	*

If you have any questions,
please feel free to contact the undersigned by telephone at 202.261.3466 (or by email at harry.pangas@dechert.com), Richard Horowitz
at 212.698.3525 (or by email at richard.horowitz@dechert.com) or Clay Douglas by telephone at 202.261.3326 (or by email at clay.douglas@dechert.com).

Sincerely,

/s/ Harry S. Pangas

Harry S. Pangas

 cc: Jonathan Bock, Chief Financial Officer

Janice M. Bishop, Secretary and
Chief Legal Officer

CORRESP
1
filename1.htm

SEC Response Letter

 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

 June 1, 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

 Amendment No. 1 to Preliminary Proxy Statement on
Schedule 14A

 filed on May 17, 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 25, 2018 relating to Amendment No. 1 to the Company’s preliminary proxy statement on Schedule 14A (File No. 814-00733), filed with the SEC on May 17, 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 the Definitive Proxy
Statement on Schedule 14A filed by the Company on the date hereof (the “Definitive 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.
The Staff notes the Company’s response to Comment 15 in the Company’s response letter, dated May 17, 2018 (the “Prior Response Letter”), to the oral comments provided by
the Staff 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, and requests
additional information. Briefly explain to the Staff why the actions the Company has taken with regard to the Maryland Business Combination Act are consistent with the Staff’s position with respect to Section 18(i) and Section 61 of
the Investment Company Act of 1940, as amended (the “1940 Act”), as set forth in Boulder Total Return Fund, Inc. (SEC No-action Letter pub. avail. Nov. 15, 2010) (the
“Boulder No-Action Letter”).

Response: The Company has reviewed the Staff’s published position in the Boulder No-Action Letter with respect to Section
18(i) and Section 61 of the 1940 Act and confirms that the Company’s actions with regard to the Maryland

 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

 June 1, 2018

 Page
 2

Business Combination Act (the “MBCA”) are consistent with such position. In this regard, the Company notes that the Staff’s position in the Boulder No-Action Letter relates to the Maryland Control Share Acquisition Act (the “MCSAA”) and that the Boulder No-Action Letter makes no mention of the
MBCA. In particular, the Staff stated in the Boulder No-Action Letter that it believes “the use of the [MCSAA by a fund] to restrict the ability of certain shareholders to vote ‘control
shares’ . . . would be inconsistent with the fundamental requirements of Section 18(i) of the [1940] Act that every share of stock issued by [such fund] be voting stock and have equal voting rights with every other outstanding voting
stock.”

 The MCSAA provides that “[h]olders of control shares acquired in a control share acquisition have no
voting rights with respect to control shares except to the extent approved by the stockholders at a meeting . . . by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter,
excluding all interested shares.” Thus, according to the Staff’s position in the Boulder No-Action Letter, the MCSAA’s provisions are inconsistent with the equal voting rights requirement under
Section 18(i) of the 1940 Act and nullify “the voting rights of an acquiring person with respect to control shares . . . because such acquiring person would no longer presently be entitled to vote such shares for the election of
directors,” which the Staff states is a right to which every share of stock issued by an investment company must entitle the owner of such share.

In contrast to the MCSAA’s disenfranchisement of holders of control shares, the provisions of the MBCA do not restrict
the ability of any stockholder to vote generally in the election of directors or otherwise. Rather, the MBCA prohibits for a period of five years any “business combination” between the Maryland corporation and any “interested
stockholder,” which is generally defined as the beneficial owner of at least ten percent of the voting power of the outstanding stock of the corporation (i.e., the MBCA prohibits a “second-step
freeze-out transaction”). In addition, among other non-voting-related items, after the five-year moratorium period, the MBCA requires that, in addition to any other
vote required by law or a Maryland corporation’s charter, a “business combination” must be recommended by the board of directors and approved by the affirmative vote of at least (1) 80% of all the votes entitled to be cast by
outstanding shares of voting stock, voting together as a single voting group, and (2) two-thirds of the votes entitled to be cast by holders of voting stock other than voting stock held by an
“interested stockholder” who is (or whose affiliate is) a party to the business combination or by an affiliate or associate of the interested stockholder, voting together as a single group.

During the five-year moratorium, the MBCA simply prohibits a corporation’s business combination with an interested
stockholder; it has no effect on the voting rights of stockholders vis-à-vis each other. Even after the five-year moratorium, the MBCA has no effect on the general voting rights of the interested stockholder. Rather, opting into the
MBCA’s provisions serves to increase the voting threshold for entering into a business combination with an interested stockholder.

In conclusion, unlike the MCSAA, the Company advises the Staff that an “interested stockholder” in a corporation
that has opted into the MBCA still has the right to vote its shares on all matters on which other holders of voting stock

 Mr. Jay Williamson

 June 1, 2018

 Page
 3

in such corporation may vote. In addition, the Company advises the Staff that the Company is aware of multiple instances in which the Staff has issued a comment to a business development company
subject to the provisions of the MBCA setting forth the Staff’s position that it would be inconsistent with Section 18(i) of the 1940 Act for such Maryland-incorporated fund to opt-in to the
provisions of the MCSAA, while remaining silent as to the fact that the relevant company is also subject to the MBCA. In light of the foregoing, the Company believes that the Staff’s concerns relating to the MCSAA as expressed in the Boulder No-Action Letter do not arise in the context of the MBCA.

2.
The Staff notes the Company’s response to Comment 19 in the Prior Response Letter and the disclosure added to page 64. The Staff believes this information is material to a stockholder’s voting and
investment decision and should be disclosed in the Summary Term Sheet where the Company describes the Asset Purchase Agreement. Please revise the disclosure as appropriate.

Response: The Company has revised the disclosure on page 3 of the Definitive Proxy Statement in response to the Staff’s
comment.

3.
The Staff notes the Company’s response to Comment 24 in the Prior Response Letter and the revised disclosure on page 74. As previously requested, if significant competitors were excluded from the Selected
Companies Analysis, please explain why they were excluded.

 Response: Houlihan Lokey has advised the
Company that it did not exclude from its Selected Companies Analysis any companies that it considered a significant direct competitor of the Company.

4.
The Staff notes the Company’s response to Comment 51 in the Prior Response Letter and the revised disclosure on page 145 and requests clarification. In this respect, the disclosure describing Barings’
incentive to incur leverage to achieve the incentive fee should be revised to reflect the fact that the portfolio earns investment income on gross assets, while the hurdle is based on invested capital, and borrowings increase one without increasing
the other. Please clarify as appropriate.

 Response: The Company has revised the disclosure on pages 33
and 145 of the Definitive Proxy Statement in response to the Staff’s comment.

5.
The Staff refers to the disclosure on page 111 under “Trading Plan; Open Market Purchases” and similar disclosure throughout the Preliminary Proxy Statement. Please clarify the legitimate purpose behind the
Trading Plan.

 Response: Given the transition from an internally managed business development company to
an externally managed business development company and the transition of the Company’s portfolio, the Company and Barings believe it is important to demonstrate an alignment of Barings’ interest with the Company’s stockholders and an
emphasis on supporting the Company’s stock price during the transition period. Barings has advised the Company that the Trading Plan will be structured to require that all trades be made in strict compliance with all applicable rules and
regulations, including regulations

 Mr. Jay Williamson

 June 1, 2018

 Page
 4

governing market manipulation. As such, the Trading Plan will require trades to be made in compliance with the safe harbor provided by Rule 10b-18 under
the Securities Exchange Act of 1934, as amended.

6.
With regard to the Trading Plan, please commit to filing with the SEC a current report on Form 8-K once the plan is adopted with details about the plan, including its start
date and termination date, and attach the Trading Plan as an exhibit thereto.

 Response: The Company
advises the Staff that Barings has confirmed that it will coordinate with the Company to file with the SEC a current report on Form 8-K disclosing the requested information and will include the Trading Plan as
an exhibit thereto.

7.
The Staff refers to the sixth bullet point on page 64, under the heading entitled “Reasons for the Transactions.” The disclosure added in response to Comment 20 of the Prior Response Letter appears to be
inaccurate as the Purchase Price paid under the Asset Purchase Agreement is not being paid to the Company’s stockholders. Please revise the disclosure or advise the Staff as appropriate.

Response: The Company has revised the disclosure on page 64 of the Definitive Proxy Statement in response to the Staff’s
comment.

*            *
  *

 If you have any questions or additional comments concerning the foregoing, please contact me at (202) 383-0176 or Harry Pangas at (202) 383-0805.

 Sincerely,

 /s/ Steven Boehm

 Steven Boehm

cc:
E. Ashton Poole, Triangle Capital Corporation

 Steven C. Lilly, Triangle Capital
Corporation

 C. Robert Knox, Jr., Triangle Capital Corporation

Harry Pangas, Eversheds Sutherland (US) LLP

CORRESP
1
filename1.htm

CORRESP

 ---- Message from “Douglas, Clay” <ClayDouglas@eversheds-sutherland.us> on Wed, 30 May
2018 20:44:14 +0000 ----

To:

Williamson, Jay” <WilliamsonJ@sec.gov>”

cc:

“Boehm, Steven” <StevenBoehm@eversheds-sutherland.us>, “Pangas, Harry S.”

<HarryPangas@eversheds-sutherland.us>, “Leary, Doug”

<DougLeary@eversheds-sutherland.us>, “Khiani, Shashi”

<ShashiKhiani@eversheds-sutherland.us>”

Subject:

TCAP - Draft Response Letter to SEC Comments

 Jay:

 Attached please find
draft written responses to the comments you issued to Amendment No. 1 to Triangle Capital Corporation’s preliminary proxy statement, which was filed with the SEC on May 17, 2018. We have also attached marked pages of the draft
definitive proxy statement showing the responsive changes.

 Please let us know if you have any follow-up comments
or would like to discuss. The Company appreciates your quick turnaround in the last review, and we and the Company are happy to jump on a call to discuss any of the attached responses in light of the Company’s desire to file the definitive
proxy statement on Friday, June 1. We can be available whenever convenient.

 As requested, we will file this email and the attachments on EDGAR as
correspondence.

 Best,

 Clay

Clay Douglas | Associate

 Eversheds Sutherland (US) LLP

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

 T:
+1.202.383.0830

 claydouglas@eversheds-sutherland.com | www.eversheds-sutherland.com

Eversheds Sutherland

 Client Commitment. Innovative
Solutions. Global Service.

CORRESP
1
filename1.htm

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

 Page
 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

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COVER

 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

 April 18, 2018

VIA EDGAR

 U.S.
Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
Triangle Capital Corporation – Preliminary Proxy Statement on Schedule 14A

 Dear
Sir or Madam:

 On behalf of Triangle Capital Corporation, we are filing a Preliminary Proxy Statement on Schedule 14A
pursuant to the rules and regulations of the Securities Exchange Act of 1934.

 Please call me at the above number if you
have any questions or comments regarding the foregoing.

 Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

 cc:

 E. Ashton Poole, Triangle Capital Corporation

Steven C. Lilly, Triangle Capital Corporation

Harry Pangas, Eversheds Sutherland (US) LLP

 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.

CORRESP
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		Document

[Letterhead of Eversheds Sutherland (US) LLP]

March 8, 2017

VIA EDGAR

Jay Williamson

Senior Counsel - Disclosure Review and Accounting Office

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C.  20549

Re:    Triangle Capital Corporation

Preliminary Proxy Materials on Schedule 14A filed February 23, 2017

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 comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company with respect to the Company’s preliminary proxy statement on Schedule 14A (File No. 814-00733), filed with the Commission on February 23, 2017 (the “Proxy Statement”). The Staff’s comments are set forth below in italics and are followed by the Company’s responses. All pages of the Proxy Statement on which revisions were made in response to the Staff's comments are attached in Appendix A.

Comment No. 1: We note your statement on page 10 of the Proxy Statement that one of the Company’s current directors, Sherwood H. Smith, Jr., was not nominated by the Company’s Board of Directors (the “Board”) for election at the Company’s 2017 Annual Meeting of Stockholders (the “Annual Meeting”). Please advise the Staff, on a supplemental basis, why Mr. Smith was not nominated for re-election at the Annual Meeting.

Response: The Company advises the Staff, on a supplemental basis, that the Board did not nominate Mr. Smith for re-election at the Annual Meeting as a result of the Board’s normal course review of the composition of its members. In connection with its decision, the Board considered Mr. Smith’s age and the October 2016 appointment of an additional director to the Board. Mr. Smith will continue to serve as a member of the Board until the Annual Meeting, after which time the number of directors that constitutes the full Board will decrease to eight (8) directors from nine (9) directors.

Comment No. 2: We note that, as disclosed on page 22 of the Proxy Statement, the Company accelerated the vesting of Garland S. Tucker, III’s outstanding shares of restricted stock in connection with his retirement from his officer positions with the Company. We also note that the Company accelerated the vesting of Brent P.W. Burgess’s outstanding shares of restricted stock in connection with his resignation from the Board and from his position as the Company’s Chief Investment Officer. Please confirm that all applicable compensation plan documents allow for accelerated vesting of restricted stock under the above-described circumstances and direct the Staff to the specific provisions in such compensation plans that allow or provide for such accelerated vesting. In addition, please confirm that there are no tax consequences to the Company or to the applicable compensation plans with respect to the accelerated vesting of such shares.

Response: The Company has revised the disclosure in footnote 1 to the table on page 29 of the Proxy Statement in response to the Staff’s comment. The Company confirms, on a supplemental basis, that the Company’s Amended and Restated 2007 Equity Incentive Plan (the “Equity Incentive Plan”), under which the Company grants restricted stock awards as incentive compensation to its employees and non-employee directors, allows for the accelerated vesting of restricted stock under the above-cited circumstances. In particular, Section 7.1(b) of the Equity Incentive Plan provides that “[t]he Board may, at its discretion, waive all or any part of the restrictions applicable to any or all outstanding Restricted Share Awards.” In addition, the Company respectfully advises the Staff that Section 11 of the Equity Incentive Plan provides the Board with “the full power and authority to determine the terms and conditions that shall apply to any Award upon a termination of employment with the Company . . . .” Further, Section 13.2 of the Equity Incentive Plan generally authorizes the Board to “waive any conditions or rights under, amend any terms of or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively . . . .”

The Company also confirms on a supplemental basis that, other than the applicable tax-withholding obligations in respect of the restricted stock awards, there were no tax consequences to the Company or to the Equity Incentive Plan upon the accelerated vesting of Messrs. Tucker’s and Burgess’s restricted stock.

Comment No. 3: We note the Company’s statement on page 28 of the Proxy Statement, under the heading entitled “Annual Cash Bonuses,” that “[w]hile cash bonus awards are discretionary, the Compensation Committee will not award cash bonuses to our NEOs unless the Company achieves certain minimum operating thresholds during the year.” The Company has not, however, listed such minimum operating thresholds in the Proxy Statement disclosure, as required by Item 402(b) of Regulation S-K. Please revise the disclosure to list the minimum operating thresholds and to confirm that the Company did in fact achieve such thresholds. For guidance, please see Question 118.04 of the Commission’s Regulation S-K Compliance & Disclosure Interpretations.

Response: The Company has revised the disclosure on page 28 of the Proxy Statement, as requested.

Comment No. 4: The disclosure in the section entitled “Potential Payments upon Termination or Change in Control,” on page 39 of the Proxy Statement, refers to the limited instances in which the Company’s named executive officers would be entitled to payments or other benefits following termination of employment. We note that the payment of shares of restricted stock to Messrs. Tucker and Burgess, and the accelerated vesting of such restricted stock upon their retirement and resignation, as applicable, appear to be irreconcilable to this disclosure. Please revise the disclosure or advise the Staff as appropriate.

Response: The Company respectfully advises the Staff, on a supplemental basis, that the disclosure referenced in the Proxy Statement under the section entitled “Potential Payments upon Termination or Change in Control” accurately lists the instances in which the Company’s named executive officers would be entitled to payments or other benefits following a termination of employment and/or upon a change in control of the Company. The Company has revised the disclosure on page 39 of the Proxy Statement in order to more clearly state that, in light of the fact that the Company’s employees are not subject to any employment agreements, they are not entitled to any compensation payments or benefits upon their termination or the occurrence of a change of control of the Company except as set forth in the table on page 40 of the Proxy Statement.

The Company further advises the Staff that the Board authorized the accelerated vesting of shares of restricted stock held by Messrs. Tucker and Burgess pursuant to the discretion and authority granted to it in the Equity Incentive Plan, as more fully described in response to Comment No. 2. Further, the Company advises the Staff on a supplemental basis that the Board did not grant Messrs. Tucker or Burgess any additional shares of restricted stock in connection with their retirement or resignation, as applicable. All grants of restricted stock to Messrs. Tucker and Burgess by the Board during the fiscal year ended December 31, 2016 were made upon

2

the recommendation of the Compensation Committee of the Board in connection with such individuals’ performance and the Company’s performance during the prior year.

Comment No. 5: We note the disclosure under the section entitled “General Terms of Awards - Options,” on page 55 of the Proxy Statement, that options must have a per share exercise price of no less than the fair market value of a share of stock on the grant date. Please clarify what the Company means by “fair market value.” For example, does fair market value correspond to the closing share price on the grant date? In addition, please clarify whether the Company may issue options at a discount to the Company’s then-current net asset value per share under the applicable compensation plan.

Response: The Company has revised the disclosure on page 55 of the Proxy Statement, as requested.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176, Harry S. Pangas at (202) 383-0805 or Payam Siadatpour at (202) 383-0278.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

cc:     Steven C. Lilly, Triangle Capital Corporation

C. Robert Knox, Jr., Triangle Capital Corporation

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Appendix A

Annual Cash Bonuses

We pay annual cash bonuses to reward corporate and individual achievements for the prior fiscal year. Annual cash bonuses are based on the Compensation Committee’s discretionary assessment of the Company’s and the NEO’s performance, with recommendations from the Chief Executive Officer for NEOs other than himself. While cash bonus awards are discretionary, the Compensation Committee will not award cash bonuses to our NEOs unless the Company achieves certain minimum operating thresholds during the year. The minimum operating threshold for the fiscal year ended December 31, 2016 set by the Compensation Committee in connection with the award of cash bonuses was approximately $31.3 million in net investment income before discretionary compensation. The Compensation Committee determined that the Company achieved this threshold for the fiscal year ended December 31, 2016.

On a quarterly basis, the Compensation Committee, together with input from our Chief Executive Officer, approves an accrual for the annual potential cash bonus pool. The determination of the accrual amount is based upon the Company’s current financial forecast and executive performance contributing to achieving our corporate objectives, and is subject to the sole discretion of the Compensation Committee.

The Company paid cash bonuses to NEOs in recognition of both corporate and individual 2016 performance. In particular, for the year ended December 31, 2016, we achieved the following financial highlights:

•

 total investment income of $113.7 million;

•

 net investment income of $65.9 million, or $1.81 per share, exclusive of one-time expenses related to the retirement of Mr. Tucker and the resignation of Mr. Burgess;

•

 operating efficiency ratio of 18.6%, adjusted for the one-time expenses related to the retirement of Mr. Tucker and the resignation of Mr. Burgess; and

•

 regular quarterly dividends during 2016 totaling $1.89 per share. None of these dividends constituted a return of capital to stockholders.

Mr. Poole was paid an annual cash bonus of $535,000 for 2016. Mr. Poole’s cash bonus reflects his overall responsibility for the strategic direction of our Company and his leadership in 2016, which enabled us to achieve the majority of our operational and financial objectives.

Mr. Lilly was paid an annual cash bonus of $485,000 for 2016. Mr. Lilly’s cash bonus reflects his lead role in managing all financial aspects of our Company, including his leadership in matters relating to our capital structure, the media and investor relations. Mr. Lilly’s cash bonus also reflected his service as our Chief Compliance Officer and Secretary during 2016.

Mr. Dombcik was paid an annual cash bonus of $415,000 for 2016. Mr. Dombcik's cash bonus reflects his role as a senior investment originator as well as his lead role in managing our investment portfolio, including our monitoring, valuation and restructuring activities.

Mr. Nordan was paid an annual cash bonus of $440,000 for 2016. Mr. Nordan's cash bonus reflects his role as a senior investment originator as well as his lead role in managing our origination activities, including sourcing and underwriting.

Mr. Vaughn was paid an annual cash bonus of $440,000 for 2016. Mr. Vaughn's cash bonus reflects his role as a senior investment originator as well as his lead role in managing all administrative responsibilities for the Company, including recruiting, training, staffing, performance evaluation and other human resources-related initiatives.

The Compensation Committee believes that these cash bonus awards are individually appropriate based on the Company’s 2016 performance and each individual’s contribution to the Company throughout 2016 as stated above. Such bonuses comprise a key component of the Company’s overall compensation program.

28

Long-Term Incentive Compensation

General

Our Board of Directors adopted the Equity Incentive Plan in order to provide stock-based awards as incentive compensation to our employees and non-employee directors. Since our IPO, our Board of Directors has chosen to utilize shares of our restricted stock, rather than stock options or other equity-based incentive compensation, as long- term incentive compensation.

We use restricted stock awards to (i) attract and retain key employees, (ii) motivate our employees by means of performance-related incentives to achieve long-range performance goals, (iii) enable our employees to participate in our long-term growth and (iv) link our employees’ compensation to the long-term interests of our stockholders. Each restricted stock award is for a fixed number of shares as set forth in an award agreement between the grantee and us. Award agreements set forth time and/or performance vesting schedules and other appropriate terms and/or restrictions with respect to awards, including rights to dividends and voting rights.

The Compensation Committee has been delegated responsibility by our Board of Directors to review the stock-based awards to employees. At the time of each award granted to each NEO, the Compensation Committee determines the terms of the award, including the performance period (or periods) and the performance objectives relating to the award. The Compensation Committee then recommends the approval of the award to the Board of Directors.

Restricted Stock Awards

The Compensation Committee generally meets in February of each year to consider the amount of restricted stock that should be awarded to our executive officers with respect to the Company's performance for the prior year. Specific performance factors that the Compensation Committee considered in determining the granting of restricted stock in February 2016 were the Company's achievement of financial and operational goals in 2015 and individual employee performance during 2015 in such areas as work ethic, proficiency and overall contribution to the Company. On February 3, 2016, the Board of Directors, upon recommendation of the Compensation Committee, granted the following awards:

Name

 Number of Shares of Restricted Stock(1)

E. Ashton Poole

 42,500

Steven C. Lilly

 37,000

Jeffrey A. Dombcik

 29,000

Cary B. Nordan

 34,500

Douglas A. Vaughn

 27,000

Garland S. Tucker, III

 47,000

Brent P.W. Burgess

 37,000

(1)

 Consists of restricted stock which vests over four years from the date of grant. The shares of restricted stock granted to Messrs. Poole, Lilly, Dombcik, Nordan and Vaughn are expected to vest ratably in February of each year, beginning in February of 2017. The shares of restricted stock granted to Mr. Tucker vested in February 2016 in connection with his retirement as CEO of the Company. The shares of restricted stock granted to Mr. Burgess vested in October 2016 in connection with his resignation from the Company. In connection with each of the retirement of Mr. Tucker and the resignation of Mr. Burgess, the Board of Directors, in its discretion pursuant to authority granted to it under the Equity Incentive Plan, approved the accelerated vesting of shares of restricted stock h

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		CORRESP

 3700 Glenwood Avenue, #530

Raleigh, NC 27612

April 14, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Jay Williamson

Re: Triangle Capital Corporation - Registration Statement on Form N-2, File No. 333-199102 (the “Registration Statement”)

On behalf of Triangle Capital Corporation (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the effective date of the Registration Statement, including all amendments thereto, to 4:00 p.m. Eastern Time on Friday, April 15, 2016, or as soon thereafter as is practicable.

The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert staff comments or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant further acknowledges that the Registrant is responsible for the adequacy and accuracy of the disclosure in the filing and the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Should you have any questions concerning this request, please contact me at (919) 719-4770 or, our counsel, Steven B. Boehm at Sutherland, Asbill & Brennan, LLP at (202) 383-0176.

Sincerely,

TRIANGLE CAPITAL CORPORATION

By:

 /s/ E. Ashton Poole

Name:

 E. Ashton Poole

Title:

 President and Chief Executive Officer

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[Letterhead of Sutherland Asbill & Brennan LLP]

March 30, 2016

VIA EDGAR

Ms. Lauren Hamilton

Mr. Jay Williamson

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C.  20549

Re:    Triangle Capital Corporation

Registration Statement on Form N-2 (File No. 333-199102)

Dear Ms. Hamilton and Mr. Williamson:

This letter is submitted on behalf of Triangle Capital Corporation (the “Company”) in response to comments from the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received orally on March 16, 2016, with respect to the Company’s  Post-Effective Amendment No. 4 to its Registration Statement on Form N-2 (File No. 333-199102), which was filed by the Company with the Commission on February 4, 2016 (the “Registration Statement”). The Staff’s comments also reflect its review of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the Commission on February 24, 2016 (the “Form 10-K”).  For your convenience, the Staff’s comments have been reproduced in italics herein with responses immediately following each comment.

Accounting Comments

Comment No. 1.  Please confirm that all wholly owned and all substantially wholly owned subsidiaries are consolidated with the financial statements of the Company.

Response:  The Company confirms that, based upon its analysis of Generally Accepted Accounting Principles (“GAAP”) and applicable provisions of Regulation S-X, all of its wholly owned and all of its substantially wholly owned subsidiaries that are investment companies or investment holding companies are consolidated with the financial statements of the Company.

Comment No. 2.  If the Company  has wholly owned and substantially wholly owned subsidiaries that are not consolidated with the financial statements of the Company, please discuss the basis for not consolidating such subsidiaries, including a discussion of whether the Company

considered the October 2014 IM Guidance Update, “Investment Company Consolidation”, Guidance No. 2014-11 and Accounting Standards Update 2013-08 in its analysis.

Response:  The Company confirms that it does not have any wholly owned or substantially wholly owned subsidiaries that are investment companies or investment holding companies that are not consolidated with its financial statements.  The Company does have two wholly owned subsidiaries that are not investment companies, and based upon the relevant guidance it has not consolidated such entities for financial reporting purposes.

Comment No. 3.  We note that in the Company’s Consolidated Schedule of Investments, there are a few investments identified as “Control Investments”.  Has the Company performed an analysis as to whether the disclosure requirements of Rules 3-09 or 4-08(g) of Regulation S-X should be applied? Please also confirm that the Company has performed the three tests outlined in Article 1-02(w) of Regulation S-X and identify any of those companies that have met any of the three tests/conditions.

Response: The Company confirms that it has undertaken an analysis of its control investments, as of December 31, 2015, in order to ensure that separate financial statements or summarized financial information with respect to those investments are not required.  Such analysis included the three tests outlined in Article 1-02(w) of Regulation S-X and was performed in accordance with publicly available guidance issued by the Staff related to Rules 3-09 or 4-08(g) of Regulation S-X. The Company confirms that the results of this analysis confirmed that none of its control investments triggered the requirements of either Rule 3-09 or 4-08(g) of Regulation S-X.

Comment No. 4.  We note the section entitled “Enterprise Value Waterfall Approach” under “Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Form 10-K contains the following disclosure on page 78: “A significant increase in either the transaction multiple, Adjusted EBITDA or revenues for a particular equity security would result in a higher fair value for that security.”  Please consider changing “significant increase” to “any increase”.  Please note that the same disclosure is contained in the Company’s Notes to Financial Statements, Note. 1 Organization, Business, Basis of Presentation and Summary of Significant Accounting Policies.  See page F-25.

Response: The Company has revised the disclosure in the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and "Business" sections of Amendment No. 5 to the Company's Registration Statement on Form N-2 to read as follows:

“Fair value measurements using the Enterprise Value Waterfall model can be sensitive to changes in one or more of the inputs. Assuming all other inputs to the Enterprise Value Waterfall model remain constant, any increase in either the transaction multiple, Adjusted EBITDA or revenues for a particular equity security would result in a higher fair value for that security.”

2

In addition, the Company will revise the disclosure in the "Business" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" sections  and in the footnotes to financial statements accordingly on a going forward basis in future filings.

Comment No. 5.  We note the section entitled “Off-Balance Sheet Arrangements” under “Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 80 of the Form 10-K discloses that the Company has unfunded commitments to provide financing to ten of its portfolio companies.  On a going forward basis, please disclose each unfunded commitment separately by portfolio company.  Please also confirm to the Staff that the Company reasonably believes that its assets will provide adequate coverage to satisfy all of its unfunded commitments.  Please also include how the company will satisfy such unfunded commitments.

Response: The Company will revise the disclosure accordingly on a going forward basis.  The Company also hereby confirms to the Staff that it believes that its assets provide adequate coverage to satisfy all of the Company’s unfunded commitments.  The Company will use its cash in order to satisfy such unfunded commitments.

Comment No. 6.  We note that in a prior correspondence with the Staff dated June 22, 2015, the Company stated that commencing with its financial statements for the quarter ending June 30, 2015, it would start disclosing the amount and extended value of each of its unfunded commitments. However, such disclosure has not been provided.  Please explain why this disclosure was not included in the Company’s financial statements beginning with the quarter ended June 30, 2015.

 Response: The Company advises the Staff on a supplemental basis that the disclosure requested by the Staff was provided beginning with the Company’s Form 10-Q for the quarter ended June 30, 2015.  Furthermore, such disclosure can be found on pages 80 and F-42 in the Form 10-K.

Comment No. 7.  Reference is made to the Company’s consolidated balance sheets in the Form 10-K..  Pursuant to Rule 12-12 of Regulation S-X, short-term investments, including certificates of deposits and money market funds, should be listed on the Company’s consolidated schedule of investments.   If the Company’s “cash and cash equivalents” line item includes such items please make the appropriate changes to the Company’s schedule of investments.

Response: The Company advises the Staff that the cash and cash equivalents line item on the Company’s balance sheets does not include any short-term investments, including certificates of deposits and money market funds.

Comment No. 8.  Reference is made to the Company’s consolidated statement of operations in the Form 10-K. We note that the line item entitled “[g]eneral and administrative expenses” accounts for approximately 46% of the Company’s total operation expenses.  Please confirm

3

that material expenses are disclosed in accordance with Rule 6-07(2)(b) of Regulation S-X, which requires the Company to state separately any other expense item the amount of which exceeds five percent of the Company’s total expenses.

Response: The Company has performed an analysis of its operating expenses for the year ended December 31, 2015 and determined that “Compensation and related expenses” during 2015 exceeded five percent of the Company’s total operating expenses. On a going forward basis, beginning with the Company’s 10-Q for the quarter ending March 31, 2016, the Company will break out its operating expenses into three categories - “Interest and other financing fees,” “Compensation and related expenses” and “Other general and administrative expenses.”  The Company confirms that no other expense category exceeds five percent of the Company’s total operating expenses.  If, in the future, the Company determines that another expense category exceeds five percent of the Company’s total operating expenses, the Company will revise the presentation in the statement of operations accordingly.

Comment No. 9.  Reference is made to the Company’s consolidated statement of operations in the Form 10-K. We note that the line item entitled “[f]ee and other income” reports $12,844,928 in such income for the year ended December 31, 2015.  Please include disclosure in the notes to the Company’s financial statements that describes the components of such income, including a discussion of whether such income is of a recurring or non-recurring nature and what comprises the majority of such income.

Response: The Company will revise the disclosure accordingly on a going forward basis.  The Company also notes that in the MD&A, on page 69, it discloses how much of the fee income and dividend income is non-recurring.

Comment No. 10.  Reference is made to the Company’s consolidated statements of changes in net assets in the Form 10-K. We note that the general presentation of this financial statement does not conform to the presentation prescribed by Rule 6-09 of Regulation S-X. On a going forward basis, please conform the presentation of the Company’s consolidated statements of changes in net assets to Rule  6-09 of Regulation S-X.

Response: The Company has reviewed the requirements of Rule 6-09 of Regulation S-X and believes that the current presentation of its consolidated statements of changes in net assets conforms with the rule.

Comment No. 11.  Reference is made to the Company’s consolidated statements of changes in net assets in the Form 10-K.  We note that the line item entitled “return of capital and other tax related adjustments” reflects approximately $1 million as of December 31, 2015.  Please confirm that the Company is in compliance with Section 19(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), which generally prohibits a fund from making a distribution from any source other than the fund’s net income, unless that payment is accom-panied by a written statement that adequately discloses the source or sources of the payment.  In addition, under

4

“Note. 8 Financial Highlights”, the table on page F-43 of the Form 10-K does not include a return of capital component. Please explain the basis for omitting this information from the Financial Highlights table.

Response: The Company confirms that it is in compliance with Section 19(a) of the 1940 Act. Since its initial public offering in 2007, the Company’s distributions to shareholders have never included any returns of capital. The line item in the Company’s statements of changes in net assets labeled “Return of capital and other tax related adjustments” only includes tax-related reclassifications relating primarily to permanent book-tax differences. In the future, to the extent that the amounts included in this line item continue to consist solely of tax-related reclassifications and not of any return of capital distribution amounts, the Company will label this line item as “Other tax related adjustments.”

Comment No. 12.  Reference is made to the Company’s consolidated schedule of investments in the Form 10-K.  The Staff notes that a significant portion of the Company’s investments for which there are no readily available market quotations has been valued at cost.  Please explain why this is the case.  Please also confirm that the Company’s valuation policies and procedures comply with Accounting Standards Codification Topic 820 - Fair Value Measurements and Disclosures (“ASC 820”).  In summary, under ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date.  In addition, the Staff notes that a majority of the Company’s investments were valued under the market value approach.  Please explain why you believe the market value approach is the most appropriate valuation methodology to employ with respect to the determination of fair value of the Company’s assets.

Response:  The Company advises the Staff on a supplemental basis that it has established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (quarterly) basis in accordance with ASC 820.  The Company’s valuation process generally includes a review by an independent, third-party valuation firm.  Finally, pursuant to the 1940 Act, the ultimate determination of fair value is the responsibility of the Company’s Board of Directors (the “Board”).  As it relates to the Staff’s observation that a significant portion of the Company’s investments for which there are no readily available market quotations have values that are in line with, or not significantly different from, the cost basis of the investment as of December 31, 2015, the Company attributes this to the fact that approximately 63% of its current investment portfolio has been originated in the last two years. With respect to these investments, there had not been any significant changes in comparable market yields or the credit profiles of each company since the Company’s initial investment, that, in the Company’s judgment, would warrant an adjustment to the yield at origination; and there had not been any other credit or market events subsequent to the underwriting of the original investments that, in the Company’s judgment, would otherwise warrant such an adjustment.  The Company believes the foregoing is consistent with ASC 820 because it considers whether there have been material changes in the borrower’s performance or creditworthiness and whether there have been material changes in comparable market yield

5

s or leverage levels since the investment was made.  In instances in which the fair value of an investment approximates its cost, the Company has determined that neither has changed materially.

With respect to the Staff's question regarding why the Company believes the market approach is the most appropriate valuation methodology, we respectfully advise the Staff on a supplemental basis that the "Income Approach" as discussed on page F-25 of the Company's 10-K is the methodology that was applied to the majority of the Company's portfolio assets as of December 31, 2015, in light of the fact that the majority of the Company's portfolio assets are debt securities.

Comment No. 13.  We note that in the Company’s consolidated schedule of investments in the Form 10-K, the Company holds equity interests in various holding companies.  Please advise the Staff whether any of these holding companies are wholly-owned or substantially wholly-owned by the Company.  If so, please advise the Staff whether the Company has provided debt financing to any such wholly-owned or substantially wholly-owned holding company.

Respon

CORRESP
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		CORRESP

[Letterhead of Sutherland Asbill & Brennan LLP]

March 3, 2016

VIA EDGAR

Jay Williamson

Senior Counsel - Disclosure Review Office

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C.  20549

Re:    Triangle Capital Corporation

Preliminary Proxy Materials on Schedule 14A filed February 25, 2016

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 comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company with respect to the Company’s preliminary proxy statement on Schedule 14A (File No. 814-00733), filed with the Commission on February 25, 2016 (the “Proxy Statement”).  The Staff’s comments are set forth below in italics and are followed by the Company’s responses.

Comment No. 1.  We note your statement on page 16 of the Proxy Statement that one of your directors, W. McComb Dunwoody, attended three out of five meetings of the board of directors (the “Board”), and two out of four meetings of the compensation committee of the Board (the “Compensation Committee”).  Page 18 of the Proxy Statement identifies one of the factors that the nominating and corporate governance committee of the Board (the “Nominating Committee”) considers in connection with Board nominations is whether the candidate has sufficient time to devote to the Company’s affairs.  Please inform the Staff of any consideration or discussion that the Nominating Committee or the Board held with respect to the absences noted above and whether such discussions had any impact on the decision to nominate the director to continue to serve on the Board.

Response:  The Company advises the Staff on a supplemental basis that the Nominating Committee does consider the ability of a director-nominee to devote sufficient time to the affairs of the Company.  As it relates to Mr. Dunwoody’s inability during 2015 to attend two of the

five Board meetings and two out of the four Compensation Committee meetings, the Nominating Committee did not specifically address such absences.  While these absences take Mr. Dunwoody below the 75% attendance threshold set forth in Item 407(b)(1) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which requires disclosure regarding such lack of attendance in the Proxy Statement, we do not believe Mr. Dunwoody’s absences present a material issue.  The Company is satisfied with Mr. Dunwoody’s level of engagement and notes that Mr. Dunwoody has been a valuable member of the Board for over eight years.  Moreover, the Nominating Committee does not now have, nor has it ever had, any concern with respect to the amount of time that Mr. Dunwoody is able to devote to the Company.  Mr. Dunwoody’s absences were the result of traveling conflicts that could not be avoided.  Notwithstanding his absence from the specified meetings, Mr. Dunwoody has remained engaged and aware of the Company’s material affairs.  The Company believes that the Board is a communicative and professional group of individuals, each of whom fully understands the importance of his role to the Company.  The Nominating Committee has every confidence that each director, including Mr. Dunwoody, would inform the Board of any event that may compromise such director’s ability to devote sufficient time to the Company’s affairs with ample notice and well in advance of creating any hardship to the Board or the Company.

Comment No. 2.  We note your proposal to authorize the Company to sell shares of its common stock or warrants, options or rights to acquire its common stock at a price below the Company’s then current net asset value (“NAV”) per share, at a price that closely approximates the market value of the Company’s common stock, less any distributing commission or discount (“Proposal 2”).  Depending on the magnitude of the discount to NAV, the shareholders may be authorizing you to substantially dilute them based on the NAV.  In order to help investors to understand the scope of the action they are authorizing please either: (i) add a condition setting a maximum authorized discount to NAV; or (ii) add prominent summary disclosure that approving the proposal may result in substantial dilution to investors on an NAV basis.

Response:  The Company has added disclosure to page 4 of the Proxy Statement, which will be reflected in the Company’s Definitive Proxy Statement, that addresses the potentially substantial dilution that investors may experience on an NAV basis as a result of approving Proposal 2.

Comment No. 3.   Please confirm, if accurate, that you presently do not have any plans, proposals or arrangements to issue shares of the Company’s common stock as authorized pursuant to Proposal 2 for the purpose of completing an acquisition, or similar transaction, as described in Note A to Schedule 14A under the 1934 Act.  If you currently do have such a plan, please disclose all material information about the potential acquisition or similar transaction.

Response:  The Company advises the Staff on a supplemental basis that it currently has no intention of issuing shares of its common stock pursuant Proposal 2 for the purpose of completing an acquisition, or similar transaction, as described in Note A to Schedule 14A under the 1934 Act.

2

Comment No. 4.  Please provide the required “Tandy” Letter representations to the Staff relating to its review of the Proxy Statement.

Response: Pursuant to the Staff's request, in connection with the Staff’s review of the Company’s Preliminary Proxy Statement on Schedule 14A (File No. 814-00733) filed on February 25, 2016, the Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;

•

 SEC staff comments or changes to disclosure in response to SEC staff comments in the Proxy Statement do not foreclose the SEC from taking any action with respect to the Proxy Statement; and

•

 the Company may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

*          *          *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176, Harry S. Pangas at (202) 383-0805 or Payam Siadatpour at (202) 383-0278.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm

cc:

 Steven C. Lilly

 Triangle Capital Corp.

 Robert Knox

 Triangle Capital Corp.

3

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		Acceleration Request 20150721

 3700 Glenwood Avenue, #530

Raleigh, NC 27612

July 21, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4041

Attention: Asen Parachkevov

Re: Triangle Capital Corporation - Registration Statement on Form N-2, File No. 333-199102 (the “Registration Statement”)

On behalf of Triangle Capital Corporation (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the effective date of the Registration Statement, including all amendments thereto, to 4:00 p.m. Eastern Time on Thursday, July 23, 2015, or as soon thereafter as is practicable.

The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert staff comments or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant further acknowledges that the Registrant is responsible for the adequacy and accuracy of the disclosure in the filing and the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Should you have any questions concerning this request, please contact me at (919) 719-4770 or, our counsel, Scott Lesmes at Morrison & Foerster at (202) 887-1585.

Sincerely,

TRIANGLE CAPITAL CORPORATION

By:

 /s/ Garland S. Tucker, III

Name:

 Garland S. Tucker, III

Title:

 Chief Executive Officer

CORRESP
1
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		Corresp SEC 2015 July POS 8C

July 21, 2015

BY EDGAR AND COURIER

Mr. Asen Parachkevov, Esq.

Mr. Jeff Long

Division of Investment Management

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

 Triangle Capital Corporation

Registration Statement on Form N-2

File No. 333-199102

Dear Messrs. Parachkevov and Long:

This letter is submitted on behalf of Triangle Capital Corporation (the “Company”) in response to comments from the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received orally on July 8, 2015 with respect to the Registrant’s Post-Effective Amendment No. 3 to its Registration Statement on Form N-2 (“Post-Effective Amendment No. 3”), which was filed by the Registrant with the Commission on June 22, 2015 (the “Registration Statement”).  For your convenience, the Staff’s comments have been reproduced in bold and italics herein with responses immediately following each comment.

1.

 The Staff notes the Company’s response to comment 3 in the letter from Morrison & Foerster LLP on June 22, 2015. Please also confirm that the Company performed the analysis required under Rules 3-09 and 4-08(g) of Regulation S-X with respect to SRC Worldwide, Inc. (“SRC”), and that the Company has complied with the disclosure requirements of those rules.

Response to Comment No. 1

The Company confirms that, with respect to SRC, it has performed the analysis required and has complied with the disclosure requirements of Rules 3-09 and 4-08(g) of Regulation S-X.

Asen Parachkevov, Esq.

Jeff Long

July 21, 2015

Page 2

2.

 The Staff notes the Company’s disclosure in Note 7 of the Notes to Unaudited Consolidated Financial Statements in Post-Effective Amendment No. 3 of unused commitments to extend credit, in the form of loans, to the Company's portfolio companies. Please disclose the components of such unused commitments in the Company’s Notes to Unaudited Consolidated Financial Statements and in Management’s Discussion and Analysis of Financial Condition and Result of Operations.

Response to Comment No. 2

The Company will provide the requested disclosure in future filings on Form 10-Q and Form 10-K under the Securities Exchange Act of 1934 and in any form of prospectus filed by the Company pursuant to Rule 497 under the Securities Act of 1933.

3.

 The Staff notes the Company’s response to comment 7 in the letter from Morrison & Foerster LLP on June 22, 2015.  Please provide a representation that the Company will not issue common stock unless the Company’s asset coverage, as defined in the Investment Company Act of 1940 (the “1940 Act”), equals at least 200% and that the calculation of the Company's asset coverage will consider the Company’s unused commitments to extend credit to be senior securities.

Response to Comment No. 3

The Company hereby represents that, until such time as the Commission or the Staff issues guidance with respect to whether business development companies must treat unfunded commitments as senior securities for purposes of determining the Company’s asset coverage, as defined in the 1940 Act, (i) the Company will not issue common stock unless the Company’s asset coverage, as defined in the 1940 Act, equals at least 200%, provided that, if such common stock will be sold pursuant to a firm commitment underwriting, the Company may include the estimated net proceeds of such offering in determining whether its asset coverage is at least 200%, and provided further that if the asset coverage requirements applicable to business development companies set forth in Section 18(a) and Section 61(a) of the 1940 Act are amended, the asset coverage requirements set forth in this representation shall equal such amended requirements rather than 200%; and (ii) the calculation of the Company's asset coverage will consider the Company’s unused commitments to extend credit to be senior securities for purposes of the calculation.

2

Asen Parachkevov, Esq.

Jeff Long

July 21, 2015

Page 3

4.

 Please provide a calculation of the Company’s asset coverage, as defined in Section 18 of the 1940 Act, as of March 31, 2015 and as of the most recent date for which financial data is available, assuming for purposes of such calculation that the Company’s unused commitments to extend credit are senior securities.

Response to Comment No. 4

Set forth below is a calculation of the Company’s asset coverage, as defined in Section 18 of the 1940 Act, as of March 31, 2015, assuming for purposes of such calculation that the Company’s unused commitments to extend credit are senior securities:

Total assets

        997,111,772

Less liabilities not represented by senior securities:

A/P and accrued liabilities

          (3,113,643)

Interest payable

          (1,435,372)

Taxes Payable

                (56,002)

Deferred income taxes

          (3,208,718)

Deferred financing fees

             4,892,637

SBA guaranteed debentures payable

      (224,826,028)

        769,364,646

Senior securities:

Senior notes

        235,750,000

Credit facility

          21,446,176

Deferred financing fees

          (7,446,978)

Unfunded commitments

          23,442,416

Total senior securities

        273,191,614

Asset coverage

 281.6%

3

Asen Parachkevov, Esq.

Jeff Long

July 21, 2015

Page 4

In addition, set forth below is a preliminary calculation of the Company’s asset coverage, as defined in Section 18 of the 1940 Act, as of June 30, 2015, assuming for purposes of such calculation that the Company’s unused commitments to extend credit are senior securities.  The Company has not completed the process of determining its financial results for the quarter ended June 30, 2015. As a result, there may be differences between the amounts utilized for purposes of the calculation below and the corresponding amounts that will presented in the Company's unaudited financial statements to be filed on Form 10-Q for the quarter ended June 30, 2015.

Total assets

 1,015,779,621

Less liabilities not represented by senior securities:

A/P and accrued liabilities

 (3,417,774

 )

Interest payable

 (3,577,430

 )

Taxes Payable

 (54,152

 )

Deferred income taxes

 (3,921,003

 )

Payable from unsettled transaction

 (16,961,500

 )

Deferred financing fees

 4,700,676

SBA guaranteed debentures payable

 (224,872,590

 )

 767,675,848

Senior securities:

Senior notes

 166,750,000

Credit facility

 88,758,498

Deferred financing fees

 (4,899,739

 )

Unfunded commitments

 33,213,745

Total senior securities

 283,822,504

Asset coverage

 270.5

 %

* * * *

4

Asen Parachkevov, Esq.

Jeff Long

July 21, 2015

Page 5

Per your request, the undersigned hereby acknowledges on behalf of the Company that:

•the Company is responsible for the adequacy and the accuracy of the disclosure contained in Post-Effective Amendment No. 3;

•comments of the Staff, if any, or changes to disclosure in response to Staff comments, if any, in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing made; and

•the Company may not assert Staff comments, or lack thereof, as a defense in any proceeding initiated by the Commission under the federal securities laws of the United States.

As indicated in the Commission’s June 24, 2004 release regarding the public release of comment letters and responses, you request such acknowledgements from all companies whose filings are being reviewed and this request and these acknowledgements should not be construed as suggesting that there is an inquiry or investigation or other such matter involving the Company.

If you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at (202) 887-1585.

 Sincerely,

 /s/  Scott Lesmes

 Scott Lesmes

cc:

 Steven C. Lilly

 Triangle Capital Corp.

 Robert Knox

    Triangle Capital Corp.

5

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		Corresp SEC 2015 June POS 8C

June 22, 2015

BY EDGAR AND COURIER

Mr. Asen Parachkevov, Esq.

Mr. Jeff Long

Division of Investment Management

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

 Triangle Capital Corporation

Registration Statement on Form N-2

File No. 333-199102

Dear Messrs. Parachkevov and Long:

This letter is submitted on behalf of Triangle Capital Corporation (the “Company”) in response to comments from the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received orally on June 1, 2015 with respect to the Registrant’s Post-Effective Amendment No. 2 to its Registration Statement on Form N-2 (“Post-Effective Amendment No. 2”), which was filed by the Registrant with the Commission on April 27, 2015 (the “Registration Statement”).  The Registrant is concurrently herewith submitting Post-Effective Amendment No. 3 to its  Registration Statement on Form N-2 (“Post-Effective Amendment No. 3”), which includes changes to the Registration Statement in response to the Staff’s comments.  We have enclosed with this letter a marked copy of Post-Effective Amendment No. 3, which reflects all changes to the Registration Statement.

For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in bold and italics herein with responses immediately following each comment.  Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the responses below refer to Post-Effective Amendment No. 3.  Defined terms used herein but not otherwise defined herein have the meanings given to them in Post-Effective Amendment No. 3.

Asen Parachkevov, Esq.

Jeff Long

June 22, 2015

Page 2

General

1.

 The Staff notes that the Post-Effective Amendment No. 2 to the Company’s Registration Statement on Form N-2 did not include financial information for the quarter ended March 31, 2015. Please advise whether the Company will include such information in a subsequent amendment.

Response to Comment No. 1

The Company respectfully advises the Staff that Post-Effective Amendment No. 3 contains the required financial information for the quarter ended March 31, 2015.

2.

 Please confirm that the Company has performed the analysis required under Rules 3-09 and 4-08(g) of Regulation S-X and that the Company has complied with the disclosure requirements of those rules.

Response to Comment No. 2

The Company confirms that it has performed the analysis required and has complied with the disclosure requirements of Rules 3-09 and 4-08(g) of Regulation S-X.

3.

 Please confirm whether all of the Company’s wholly-owned and substantially wholly-owned subsidiaries have been consolidated for purposes of the Company’s financial statements.

Response to Comment No. 3

The Company confirms that all of its wholly-owned and substantially wholly-owned subsidiaries have been consolidated for purposes of the Company’s financial statements, other than SRC Worldwide, Inc. (“SRC”), which is a wholly-owned portfolio company.  Because SRC is an operating company (as opposed to an investment holding company), in accordance with Rule 6-03(c)(1) of Regulation S-X, the Company has not consolidated SRC in its financial statements.

4.

 The Staff notes that the fair value of certain of the Company’s debt investments equals their cost basis.  Please provide the Staff with an explanation regarding how the Company determined fair value for those debt investments.

Response to Comment No. 4

The Company determines the fair value of its portfolio investments in accordance with ASC 820 pursuant to valuation procedures adopted by and overseen by the Company’s Board of Directors. Such procedures take into consideration the requirements of ASC 820 as well as the Board of Directors’ obligations under the

2

Asen Parachkevov, Esq.

Jeff Long

June 22, 2015

Page 3

federal securities laws. The Company and its Board of Directors, in consultation with independent valuation specialists, use a variety of valuation techniques and take into consideration a variety of inputs when determining fair value of a debt investment. The Company believes its valuation policy is consistent with ASC 820 because it considers whether there have been changes in the borrower’s performance or creditworthiness and whether there have been changes in comparable market yields or leverage levels since the investment was made. In instances in which the fair value of an investment approximates its cost, the Company has determined that neither has changed materially.

5.

 Pursuant to Rule 4-08 of Regulation S-X, the Registration Statement should include all pledged securities under borrowing arrangements on the schedule of investments.  Please add disclosure that includes these pledged securities under borrowing arrangements.

Response to Comment No. 5

All investments held by the Company’s wholly-owned subsidiaries, Triangle Mezzanine Fund LLLP and Triangle Mezzanine Fund II LP (collectively, the “Funds”) are pledged as collateral related to the Funds’ outstanding SBA-Guaranteed Debentures.  All other investments held by the Company are pledged as collateral for the Credit Facility as disclosed in Note 3 to the consolidated financial statements for the year ended December 31, 2014. In future financial statements (beginning with the quarter ending June 30, 2015), the Company will enhance its disclosure by adding a footnote within the Schedule of Investments in response to the Staff's comment.

6.

 The Staff notes that the Company disclosed that it had $24.2 million in unfunded commitments as of December 31, 2014.  Please revise the disclosure to include the amount and each extended value of the unfunded commitment.

Response to Comment No. 6

The Company respectfully advises the Staff that it will include the requested disclosure commencing with its financial statements for the quarter ending June 30, 2015.

3

Asen Parachkevov, Esq.

Jeff Long

June 22, 2015

Page 4

7.

 Please advise the Staff whether the Company treats unfunded commitments as “senior securities.” If not, please advise the Staff of the Company’s analysis with respect to this determination and the potential implications under Section 18 of the Investment Company Act of 1940 (the “Act”) if they are treated as “senior securities.”

Response to Comment No. 7

The Company will consider future Commission and Staff guidance regarding the treatment of unfunded commitments and whether unfunded commitments may be considered as senior securities for purposes of the asset coverage per unit determination. The Company also confirms that if its unfunded commitments were considered senior securities, its asset coverage would be at least 200 per centum.

8.

 Please revise the financial highlights section of the financial statements to include the amount of capital gains, investment income and return of capital received by shareholders in connection with the disclosed distributions.

Response to Comment No. 8

The Company respectfully advises the Staff that it will include the requested disclosure commencing with its financial statements for the quarter ending June 30, 2015.

9.

 The Staff notes that the Registration Statement contains certain risk factors relating to interest rate risk.  Please consider whether the risks to the Company of a rising interest rate environment are adequately disclosed.

Response to Comment No. 9

The Company has considered the Staff’s comment and respectfully advises the Staff of the Company’s view that the risks posed by a rising interest rate environment are adequately described in the risk factor entitled “Changes in interest rates may affect our cost of capital and results of operations”, which begins on page 30 of Post-Effective Amendment No. 2.  The Company has revised the title of the risk factor to clarify that the risk factor also addresses the potential impact on the value of the Company’s investments.  The risk factor, which begins on page 30 of Post-Effective Amendment No. 3, is now entitled “Changes in interest rates may affect our cost of capital, the value of our investments and our results of operations.”

4

Asen Parachkevov, Esq.

Jeff Long

June 22, 2015

Page 5

10.

 The Staff notes that the Company’s SBA subsidiaries have reached their borrowing limits. Please revise the disclosure in the Registration Statement to recognize such limits, rather than referencing the possibility of reaching such limits.

Response to Comment No. 10

The Company has revised the disclosure on pages 1, 2, 3, 19, 20, 38, 56, 68, 69, 124, and 155 of Post-Effective Amendment No. 3 in response to the Staff’s comment. In addition, the Company respectfully advises the Staff that it will include the revised disclosures in its financial statements commencing with the quarter ending June 30, 2015.

11.

 The Staff notes that two of the Company’s investments, FCL Holding, SPV, LLC (“FCL”) and Tomich Brothers, LLC (“Tomich”), were placed on non-accrual status in 2014, but are not included in the current schedule of investments section of the Registration Statement.  Please explain the status of these two investments, and revise the disclosure, if applicable.

Response to Comment No. 11

In August 2014, the Company placed its debt investment in FCL on non-accrual status effective with the monthly payment due August 15, 2014, and as a result, the Company ceased recognition of interest income on its debt investment in FCL for financial reporting purposes. In December 2014, the Company sold its debt investment in FCL and recognized a loss of approximately $1.0 million related to the sale.

In October 2014, the Company placed its debt investment in Tomich on non-accrual status effective with the monthly payment due September 30, 2014 and as a result, the Company ceased recognition of interest income on its debt investment in Tomich for financial reporting purposes. In December 2014, Tomich undertook a restructuring and as part of the restructuring, the Company exchanged its debt investment in Tomich for equity interests in a newly formed operating company, UCS Super HoldCo LLC (“UCS”), which is reflected on the Company's schedule of investments as of December 31, 2014.  In connection with the exchange transaction, the Company recognized a loss of approximately $10.8 million.

As the Company no longer holds the debt investments in FCL or Tomich, they are not reflected on the Company’s Schedule of Investments as of December 31, 2014.

* * * *

5

Asen Parachkevov, Esq.

Jeff Long

June 22, 2015

Page 6

Per the Staff's request, the undersigned hereby acknowledges on behalf of the Company that:

•the Company is responsible for the adequacy and the accuracy of the disclosure contained in Post-Effective Amendment No. 3;

•comments of the Staff, if any, or changes to disclosure in response to Staff comments, if any, in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing made; and

•the Company may not assert Staff comments, or lack thereof, as a defense in any proceeding initiated by the Commission under the federal securities laws of the United States.

As indicated in the Commission’s June 24, 2004 release regarding the public release of comment letters and responses, you request such acknowledgements from all companies whose filings are being reviewed and this request and these acknowledgements should not be construed as suggesting that there is an inquiry or investigation or other such matter involving the Company.

The Company respectfully believes that the proposed modifications to the Registration Statement made in Post-Effective Amendment No. 3, and the supplemental information contained herein, are responsive to the Staff’s comments.  If you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at (202) 887-1585.

 Sincerely,

 /s/  Scott Lesmes

 Scott Lesmes

cc:

 Steven C. Lilly

 Triangle Capital Corp.

 Robert Knox

    Triangle Capital Corp.

6

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		Corre FINRA Affirm 20150121

 3700 Glenwood Avenue, #530

Raleigh, NC 27612

January 21, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4041

Attention: Asen Parachkevov

Re: Triangle Capital Corporation — Registration Statement on Form N-2, File No. 333-199102 (the “Registration Statement”)

In accordance with the Staff’s request, the company hereby acknowledges the need for review by the Financial Industry Regulatory Authority, Inc. of underwriting arrangements in connection with any underwritten offering under the above referenced registration statement.

Should you have any questions concerning this request, please contact me at (919) 719-4770 or, our counsel, John A. Good at Morrison & Foerster at (202) 877-1655.

Sincerely,

TRIANGLE CAPITAL CORPORATION

By:

 /s/ Garland S. Tucker, III

Name:

 Garland S. Tucker, III

Title:

 Chief Executive Officer

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		Acceleration Request 20150113

 3700 Glenwood Avenue, #530

Raleigh, NC 27612

January 12, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4041

Attention: Asen Parachkevov

Re: Triangle Capital Corporation — Registration Statement on Form N-2, File No. 333-199102 (the “Registration Statement”)

On behalf of Triangle Capital Corporation (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the effective date of the Registration Statement to 4:00 p.m. Eastern Time on Tuesday, January 13, 2015, or as soon thereafter as is practicable.

The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert staff comments or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant further acknowledges that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Should you have any questions concerning this request, please contact me at (919) 719-4770 or, our counsel, John A. Good at Morrison & Foerster at (202) 877-1655.

Sincerely,

TRIANGLE CAPITAL CORPORATION

By:

 /s/ Garland S. Tucker, III

Name:

 Garland S. Tucker, III

Title:

 Chief Executive Officer

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		Corresp SEC 2014 N2 20141204

December 4, 2014

BY EDGAR AND COURIER

Mr. Asen Parachkevov, Esq.

Mr. Jeff Long

Division of Investment Management

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

 Triangle Capital Corporation

Registration Statement on Form N-2

Submitted October 1, 2014

File No. 333-199102

Dear Messrs. Parachkevov and Long:

This letter is submitted on behalf of Triangle Capital Corporation (the “Company”) in response to comments from the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated October 31, 2014 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form N-2, which was filed by the Company with the Commission on October 1, 2014 (the “Registration Statement”).  The Company is concurrently submitting Pre-Effective Amendment No. 1 to Registration Statement on Form N-2 (“Pre-Effective Amendment No. 1”), which includes changes to the Registration Statement in response to the Staff’s comments.  We have enclosed with this letter a marked copy of Pre-Effective Amendment No. 1, which reflects all changes to the Registration Statement.

For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in bold and italics herein with responses immediately following each comment.  Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the responses below refer to Pre-Effective Amendment No. 1.  Defined terms used herein but not otherwise defined herein have the meanings given to them in Pre-Effective Amendment No. 1.

Asen Parachkevov, Esq.

Jeff Long

December 4, 2014

Page 2

General

1.

 The Staff notes that this is a new registration statement under the Securities Act of 1933 and the Registrant has already included a Section 8(a) delaying amendment language on the front cover page.  In future instances where Registrant files a new registration statement, please make sure that box referencing Section 8(c) of the Securities Act is left unchecked.

Response to Comment No. 1

The Company confirms that in the future, it will not check the box referencing Section 8(c) of the Securities Act when it files a new registration statement.

2.

 Please confirm that all of the Fund’s wholly-owned and substantially wholly-owned subsidiaries have been consolidated on the Fund’s financial statements.

Response to Comment No. 2

The Company confirms that all of its wholly-owned and substantially wholly-owned subsidiaries have been consolidated in its financial statements.

Prospectus Summary

Page 1

3.

 The Registration Statement discloses that the Fund invests primarily in subordinated debt securities secured by second lien security interests in portfolio company assets, coupled with equity interests, and, on a more limited basis, the Fund also invests in senior debt securities secured by first lien security interests.  Please add disclosure that the Fund’s investments will generally be rated below investment grade (if they were rated) and explain that such securities are often referred to as “high yield” or “junk”.

Response to Comment No. 3

In  response to the Staff’s comment, the Company has revised the disclosure on page 1 of Pre-Effective Amendment No. 1 to include information that informs investors that the Company’s investments will generally be rated below investment grade (if they were rated) and that such securities are often referred to as “high yield” or “junk.”

2

Asen Parachkevov, Esq.

Jeff Long

December 4, 2014

Page 3

Page 3

4.

 Please add additional disclosure regarding risks of investing in high yield or junk securities when explaining the risks of investing in the Fund’s portfolio companies (See Comment 1 above).

Response to Comment No. 4

The Company has added a risk factor on page 4 of Pre-Effective Amendment No. 1 in response to the Staff’s comment.

Fees and Expenses

Page 10

5.

 Please confirm that in calculating the percentage of annual expenses attributable to interest payments on borrowed funds, the Fund has included the $31.3 million in SBA-guaranteed debentures that the Fund borrowed in July 2014 (net of any prepaid borrowings of SBA debentures).

Response to Comment No. 5

The Company has updated the percentage of annual expenses attributable to borrowed funds on page 10 of Pre-Effective Amendment No. 1 for amounts outstanding as of the filing date.  The Company confirms that the percentage reflects interest payments on all borrowed funds outstanding as of that date.

6.

 The total expense ratio in the Fee Table is 8.57%.  In the 6/30/2014 financial statements the expense ratio is listed at 9.51%.  Please explain the reason for such a large difference in expense ratios.

Response to Comment No. 6

The Company respectfully advises the Staff that in calculating the total expense ratio in the June 30, 2014 financial statements, the Company did not contemplate the stock offering it undertook in August 2014 (the “August 2014 Offering”), and thus, the proceeds from the August 2014 Offering were not included in the Company’s average net assets for purposes of the calculation.  In Pre-Effective Amendment No. 1, the Company has updated the expense ratio in the Fee Table as of the filing date, which includes the effect of the August 2014 Offering on the Company’s total expense ratio.

3

Asen Parachkevov, Esq.

Jeff Long

December 4, 2014

Page 4

Risk Factors

Page 20

7.

 In calculating the table illustrating the effects of leverage on the Fund’s returns, please confirm that all of the Fund’s outstanding debt has been included in the assumptions. (See Comment 5 above).

Response to Comment No. 7

The Company confirms that all of the Company’s outstanding debt as of the filing date of Pre-Effective Amendment No. 1 has been included in the assumptions for the table on page 11.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Page 55

8.

 In the sub-section comparing the six months ended June 30, 2014 and June 30, 2013, the Registration Statement discloses that the Fund’s general administrative expenses increased by 0.6% and the Fund’s “efficiency ratio” was 20.8% and 19.6% for June 30, 2014 and June 30, 2013, respectively.  Please explain, in plain English, how the efficiency ratio is calculated (e.g. other relevant sections of the Prospectus state that the efficiency ratio is “defined as general and administrative expenses as a percentage of total investment income”).  Please also see Comment 15 below.

Response to Comment No. 8

In response to the Staff’s comment, the Company has included the requested disclosure on page 55 of Pre-Effective Amendment No. 1 in the sub-section comparing the nine months ended September 30, 2014 and September 30, 2013.

4

Asen Parachkevov, Esq.

Jeff Long

December 4, 2014

Page 5

Page 59

9.

 In describing the interest rates applicable to borrowings under the Fund’s Credit Facility, it is disclosed that the interest rate is equal to: “(i) the applicable base rate plus 1.75%, (ii) the applicable LIBOR rate plus 2.75%, or (iii) borrowings denominated in Canadian dollars, the applicable Canadian Dealer Offered Rate plus 2.75%.  The applicable base rate is equal to the greater of (i) the prime rate, (ii) the federal funds rate plus 0.5% or (iii) the adjusted one-month LIBOR rate plus 2.0%.”  Please include additional explanation how the “applicable LIBOR rate” under (ii) above is determined.

Response to Comment No. 9

The Company has revised the disclosure on pages 59 and 60 of Pre-Effective Amendment No. 1 in response to the Staff’s comment.

Management

Page 93

10.

 Please confirm that the “Management” section of the Registration Statement includes all information required under Item 18.2 regarding the Fund’s Directors, specifically their principal occupation during the past 5 years, the number of portfolios in the Fund complex overseen by a Director (if applicable), and other directorships held by each Director in the past 5 years.

Response to Comment No. 10

The Company confirms that the “Management” section contained in Pre-Effective Amendment No. 1 includes all information required under Item 18.2 regarding the Company’s directors.

5

Asen Parachkevov, Esq.

Jeff Long

December 4, 2014

Page 6

Part C

11.

 Since the terms of the actual offerings from this registration statement have not yet been authorized by the Fund’s board of directors, it may be necessary for the Fund to undertake to file an unqualified legality or binding obligation opinion, as applicable, and related consent of counsel, in a post-effective amendment with each takedown from this shelf registration statement. See generally SEC Division of Corporate Finance Staff Legal Bulletin No. 19 (October 14, 2011).

Response to Comment No. 11

The Company has included in Pre-Effective Amendment No. 1 the opinion and consent of counsel as exhibit (l) to the Registration Statement, as well as an undertaking to file appropriate legal opinions by post-effective amendment to the Registration Statement.

Consolidated Balance Sheets

12.

 Please confirm that the cash and cash equivalents on the consolidated balance sheet are not invested in a money market fund or other investment that should be listed separately on the consolidated schedule of investments.

Response to Comment No. 12

In response to the Staff’s comment, the Company confirms that the cash and cash equivalents on the consolidated balance sheet are not invested in a money market fund or other investment that should be listed separately on the consolidated schedule of investments.

Consolidated Statements of Changes in Net Assets

13.

 Please include the disclosures required by Article 6-09.3 Regulation S-X and state separately distributions to shareholders from: (a) investment income-net; (b) realized gain from investment transactions-net; and (c) other sources.

Response to Comment No. 13

The Company respectfully submits that its Unaudited Consolidated Statements of Changes in Net Assets on page F-3 of Pre-Effective Amendment No. 1 contains the information requested by the Staff in this comment.  Please see the line item entitled “Dividends/distributions.”  The amount on this line in the column entitled “Investment Income in Excess of Distributions” represents distributions of net investment income and the amount on this line in the column entitled “Accumulated Realized Gains on Investments” represents distributions of net realized capital gains.

6

Asen Parachkevov, Esq.

Jeff Long

December 4, 2014

Page 7

We have no distributions from other sources for any period presented. Furthermore, the Company will, in addition to stating the amounts of such distributions of net investment income and net capital gains in separate columns, show the different types of distributions on separate lines in future Form 10-Q and Form 10-K filings in response to this comment.

14.

 Please discuss in the correspondence filing whether the distributions paid disclosed in the Statement of Changes is on a tax basis or a GAAP basis.

Response to Comment No. 14

In response to the Staff’s comment, the Company confirms that the amounts disclosed as distributions paid in the Statement of Changes on page F-3 of Pre-Effective Amendment No. 1 are shown on a GAAP basis and will be adjusted to be shown on a tax basis in the company’s 2014 Form 10-K in accordance with FASB Codification Section 946 - Financial Services - Investment Companies (946-205-45-3c).

Notes to Consolidated Financial Statements

15.

 The 6/30/2014 financial highlights include an efficiency ratio (see page F-31).  Please explain why this ratio is being reported?  This ratio does not appear to be in the 12/31/13 audited financial statements.

Response to Comment No. 15

The Company began including the efficiency ratio in the financial highlights footnote to the unaudited consolidated financial statements included in its Form 10-Q for the quarter ended March 31, 2014.  As such, the ratio was not included in the notes to the Company’s audited financial statements for the year ended December 31, 2013 that were filed with the Form 10-K for that period and included in the Registration Statement.  The Company expects to include the efficiency ratio in the financial highlights footnote to its audited consolidated financial statements for the year ending December 31, 2014, which will be included in its Form 10-K for that period.

16.

 Please note that distributions paid to shareholders should state separately (a) the investment income-net; (b) capital gains and (c) returns of capital.  See Item 4 of Form N-2.

Response to Comment No. 16

The Company respectfully submits that it will provide the above-referenced disclosures on a quarterly basis in future Form 10-Q and Form 10-K filings.

7

Asen Parachkevov, Esq.

Jeff Long

December 4, 2014

Page 8

17.

 Please indicate if the disclosures required by Article 12-14 of Regulation S-X for the 6/30/14 quarter-end have been included.  There should be a separate schedule for investments in and advances to affiliates.

Response to Comment No. 17

In accordance with discussions with the Staff, the Company confirms that it will provide the disclosures required by Article 12-14 of Regulation S-X on a quarterly basis in future Form 10-Q and Form 10-K filings.

* * * *

The Company respectfully believes that the proposed modifications to the Registration Statement made in Pre-Effective Amendment No. 1, and the supplemental information contained herein, are responsive to the Staff’s comments.  If you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at (202) 887-1585.

 Sincerely,

 /s/  Scott Lesmes

 Scott Lesmes

cc:

 Steven C. Lilly

 Triangle Capital Corp.

 Robert Knox

    Triangle Capital Corp.

 John A. Good, Esq.

 Morrison & Foerster LLP

8

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		TCAP-SECResponse-2014 Shelf Amend 20140711

July 11, 2014

Writer's Direct Contact

+1 (202) 887-1585

slesmes@mofo.com

Mr. Asen Parachkevov, Esq.

Division of Investment Management

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, DC 20549-4720

Re:

 Post-Effective Amendment No. 8 - Triangle Capital Corporation (File No. 812-00733)

Dear Mr. Parachkevov:

On behalf of Triangle Capital Corporation (“Triangle” or the “Company”), and in response to an oral comment received from the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on July 9, 2014  (the “Comment”) relating to Post-Effective Amendment No. 8 (“PEA 8”) to the Company’s Registration Statement filed on Form N-2 on June 27, 2014, we submit this letter containing the Company’s responses to the Staff’s Comment.

Legal Comment

1.

 Comment: The Staff requested that the Company provide the assumptions upon which it based the decision to reflect only a hypothetical note offering, and not a hypothetical convertible securities offering, in footnote number 5 to the Fee and Expense table on page 8 of PEA 8.

Response:  Based on its current understanding of the market and its current expectations of its capital needs, the Company believes that, if and to the extent it offers securities in the next twelve months, it is more likely that they would offer notes similar to existing Senior Notes rather than convertible securities.  Thus, they focused the hypothetical on such a potential offering.

****

The Company hereby acknowledges that:

A.    The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission;

Asen Parachkevov, Esq.

July 11, 2014

Page 2

B.    The Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to such filings; and

C.    The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We very much appreciate your attention to this matter. Please do not hesitate to call Kelley Howes at (303) 592-2237 or me at (202) 887-1585, if you have any questions or require any additional information.

Sincerely,

   /s/ Scott Lesmes

Scott Lesmes

cc:  Steven C. Lilly, Triangle Capital Corp.

       John A. Good, Esq

       Kelley A. Howes, Esq.

2

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		TCAP-SECResponse-2014 Shelf Amend 20140709

July 9, 2014

Writer's Direct Contact

+1 (202) 887-1585

slesmes@mofo.com

Mr. Asen Parachkevov, Esq.

Mr. Jeff Long

Division of Investment Management

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, DC 20549-4720

Re:

 Post-Effective Amendment No. 8 - Triangle Capital Corporation (File No. 812-00733)

Dear Messrs. Parachkevov and Long:

On behalf of Triangle Capital Corporation (“Triangle” or the “Company”), and in response to oral comments received from the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on July 2, 2014 and July 3, 2014 (the “Comments”) relating to Post-Effective Amendment No. 8 (“PEA 8”) to the Company’s Registration Statement filed on Form N-2 on June 27, 2014, we submit this letter containing the Company’s responses to the Staff’s Comments.

Legal Comments

1.

 Comment: The Staff recognizes that the Company does not yet know the terms of any debt securities it may issue in the future.  The Staff also understands that the Fees and Expenses table will be updated to reflect estimated interest expenses in connection with any such debt securities in any applicable prospectus supplement.  The Staff nonetheless requests that the Company update the Fee and Expense table to include an estimate of potential interest expense and provide a footnote explaining the assumptions upon which such estimate is based unless the Company confirms to the Staff that it has no current intention to offer additional debt securities within the next twelve months.

Response:  In response to the Staff’s comment, the Company has provided an estimate of the annual expenses for interest payments on debt securities and the accompanying assumptions within a footnote.

Asen Parachkevov, Esq.

Jeff Long

July 9, 2014

Page 2

2.

 Comment:  The Staff requested that the Company confirm that, if it intends to offer any debt securities that differ from its currently outstanding Senior Notes due 2019 and Senior Notes due 2022 (other than with respect to price, term and size of the offering), the Company will file a post-effective amendment to its currently effective registration statement and provide an opportunity for the Staff to review such filing prior to any such offering.  The Staff commented that new offerings of debt securities that are consistent with its current Senior Notes should not be characterized as “senior” primarily because there are no securities in the Company’s capital structure that are subordinate to the Senior Notes.  The Staff noted its concern that characterizing such debt as “senior” may confuse retail investors.

Response: We confirm on the Company’s behalf that the Company undertakes to file a post-effective amendment to its currently effective registration statement, and provide an opportunity for the Staff to review such filing, prior to offering any unsecured unsubordinated notes that differ materially from its currently outstanding Senior Notes due 2019 and Senior Notes due 2022 other than with respect to price, term and offering size.  Such a post-effective amendment may include a prospectus supplement for an existing proposed transaction or a form prospectus supplement that may be used going forward following Staff review of the form.  Notwithstanding its concerns that to do so may confuse purchasers of such future notes that will rank pari passu with the Company’s currently outstanding indebtedness, the Company confirms that it will remove the term “senior” from any future offering of unsecured unsubordinated notes that are structured consistently with the Company’s currently outstanding Senior Notes due 2019 and Senior Notes due 2022.  The Company also will consider repeating disclosures regarding the priority in interest of any such notes to the line of credit and debt issuances by the Company’s subsidiaries in more places within the prospectus supplement for any such notes to help ensure that prospective purchasers read such disclosure.

Accounting Comments

1.

 Comment: The Staff takes the position that the expense ratio in the financial highlights table should include a provision for income taxes.  Please confirm that the expense ratio in the financial highlights table includes a provision for income taxes.

Response: As discussed with the Staff on July 2, 2014, the Company respectfully advises the Staff that the expense ratio in the financial highlights table does not include a provision for income taxes.  The Company and its auditors have historically taken the position that such provision is immaterial and that the Company should disclose provisions for income tax expense consistently with the manner in which it discloses any net income tax benefits.  The Company acknowledges the Staff’s position and hereby

2

Asen Parachkevov, Esq.

Jeff Long

July 9, 2014

Page 3

confirms that it will include any provision for income tax (net of applicable benefits) in future financial highlights tables.

2.

 Comment: The Staff noted that the expense ratios in the Company’s Form 10-K should be disclosed to two decimal places.

Response: The Company acknowledges the comment and confirms that it will disclose the expense ratio to two decimal places in future filings.

****

The Company hereby acknowledges that:

A.    The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission;

B.    The Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to such filings; and

C.    The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We very much appreciate your attention to this matter. Please do not hesitate to call Kelley Howes at (303) 592-2237 or me at (202) 887-1585, if you have any questions or require any additional information.

Sincerely,

   /s/ Scott Lesmes

Scott Lesmes

cc:  Steven C. Lilly, Triangle Capital Corp.

       John A. Good, Esq

       Kelley A. Howes, Esq.

3

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		TCAP-SECResponse-2014 Shelf Amend 8

June 27, 2014

Writer's Direct Contact

+1 (202) 887-1585

slesmes@mofo.com

Mr. Asen Parachkevov, Esq.

Mr. Jeff Long

Division of Investment Management

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, DC 20549-4720

Re:

 Post-Effective Amendment No 7 - Triangle Capital Corporation (File No. 812-00733)

Dear Messrs. Parachkevov and Long:

On behalf of Triangle Capital Corporation (“Triangle” or the “Company”), and in response to oral comments received from the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on June 20, 2014 (the “Comments”) relating to Post-Effective Amendment No. 7 (“PEA 7”) to the Company’s Registration Statement filed on Form N-2 on May 13, 2014, we submit this letter containing the Company’s responses to the Staff’s Comments.

Legal Comments

1.

 Comment: The Staff requested that the Company confirm it has no current intention to offer preferred stock or debt securities in the next 12 months.  The Staff also requested that the Company undertake to file a post-effective amendment on Form N‑2, and provide an opportunity for the Staff to review such filing, prior to any such offering.

Response: The Company respectfully advises the Staff that the Company’s management and its board may, from time to time, determine that it is in the best interest of the Company and its shareholders to raise additional funds through the sale of preferred stock or debt securities (or other securities), as contemplated by its shelf registration statement.  Management and the Board will consider, among other things, funding and capital needs, interest rates and the attractiveness of the particular capital markets that are available to the company.  The Company has capacity throughout its capital structure to undertake multiple types of instruments depending upon market opportunities.   The Company maintains a shelf registration statement to be able to issue securities quickly when needs and market opportunities arise, which is in the best interests of the Company and its shareholders as it enables the Company to raise funds to support its business in the most cost effective manner possible.  Accordingly,

Asen Parachkevov, Esq.

Jeff Long

June 27, 2014

Page 2

the Company respectfully submits that is unable to make the requested undertakings as it may issue preferred stock or debt securities (or other securities) in the next 12 months depending on business needs and market opportunities.  Moreover, because the securities issuance is business and market dependent, the Company is unable to estimate the amount of securities it may issue or the expenses associated with such securities.   With respect to the filing of a post-effective amendment for an offering of debt securities, based upon a review of the EDGAR filings made by other business development companies (BDCs) in connection with recent registered debt offerings, the Company believes that none of these BDCs were required to file a post-effective amendment prior to conducting registered debt offerings off of their shelf registration statements.  As a result, the Company cannot provide the requested undertaking as the undertaking appears not to be required uniformly of all similarly-situated registrants. Such an undertaking would place the Company at a significant competitive disadvantage to its detriment and the detriment of the Company’s shareholders.

2.

 Comment:  Please revise the language on page 2 of PEA 7 related to maintaining portfolio diversification to avoid any possible confusion related to the Company’s status as a non-diversified company within the meaning of section 5 of the Investment Company Act of 1940, as amended.

Response: The Company has revised the language to reflect its intent to maintain industry diversification within the portfolio.

3.

 Comment: Please add a sentence to the disclosure on page 5 of PEA 7 stating that, if the Board determines to issue stock below net asset value, the resulting dilution that could be experienced by nonparticipating shareholders is not limited.

Response: The Company has revised the disclosure to reflect the Staff’s comment.

4.

 Comment: Please clarify on page 6 of PEA 7 that if an investor is required to reduce its tax basis in the Company’s stock it may result in higher future taxable gains.

Response: The Company has added disclosure to the discussion of tax basis to address the Staff’s comment.

5.

 Comment: Please clarify in footnote 7 to the fee and expense table if “other expenses” incurred by the Company include any components of executive compensation.

Response: The Company has revised the disclosure in footnote 7 to the fee and expense table to reflect the Staff’s comment.

2

Asen Parachkevov, Esq.

Jeff Long

June 27, 2014

Page 3

6.

 Comment: Please clarify the disclosure on page 17 of PEA 7 to clarify the currently committed amount of the Company’s existing revolving credit facility and the amount to which commitments may be increased through exercise of the accordion feature. Please either describe the interest rate under such credit facility or cross-reference to such disclosure elsewhere in the registration statement.

Response: The Company has revised the disclosure regarding the level of commitments under the existing revolving credit facility and has cross-referenced to the description of the interest rate payable under the credit facility found in “Liquidity and Capital Resources - Financing Transactions.”

7.

 Comment: Please revise the risk factor related to payment of required distributions on page 21 of PEA 7 to better describe the risks of payment in kind (PIK) interest, including the possibility that such interest may not be paid back at maturity and that the valuation of PIK securities may be less reliable as a result.

Response: The Company has revised the disclosure in the risk factor regarding the payment of required distributions to clarify that securities bearing PIK interest may represent a higher level of credit risk than those generating income that is paid in cash on a current basis.

8.

 Comment: Please explain why only the PIK interest component of certain subordinated notes is on non-accrual status as disclosed in the risk factor related to potential writedowns and losses on portfolio investments on page 28 of PEA 7.

Response: The Company advises the Staff that the cash interest component of the PIK non-accrual debt investments identified in this risk factor are paid currently in cash and, therefore, these debt investments are only on non-accrual with respect to the PIK interest component.

9.

 Comment: The Staff requested that the Company revise the risk factor regarding the issuance of subscription rights, warrants or convertible securities on page 34 of PEA 7 to clarify that the potential net asset value dilution of an offering below net asset value is not limited.

Response: The Company has revised this disclosure to reflect the Staff’s comment.

10.

 Comment: The Staff requested that the Company confirm that the use of the proceeds of any offering would be described in a final prospectus related to such offering filed under Rule 497.

3

Asen Parachkevov, Esq.

Jeff Long

June 27, 2014

Page 4

Response: The Company hereby confirms that it will describe the use of proceeds of any offering in the final prospectus related to such offering.

11.

 Comment: The Staff requested that the Company clarify the use of the phrase “applicable LIBOR rate” in the description of borrowings under the Company’s revolving credit facility on page 55 of PEA 7.

Response: The Company has provided additional disclosure regarding the meaning of the phrase “applicable LIBOR rate.”

12.

 Comment: The Staff requested that the Company confirm that any fees for managerial assistance that the Company may provide to a portfolio company accrue to the benefit of the Company.

Response: The Company is an internally managed business development company that provides managerial assistance, if any, to portfolio companies directly rather than through an external investment manager.  Accordingly, any fees for such services are paid to, and accrue to the benefit of, the Company.

13.

 Comment: The Staff requested that the Company confirm that it has opted out of the Maryland Control Share Acquisition Act.

Response: The Company hereby confirms that, pursuant to Section 2.11(d) of the Fourth Amended and Restated Bylaws of the Company, as filed with the Commission in a current report on Form 8-K on February 7, 2014, the provisions of the Maryland Control Share Acquisition Act shall not apply to the acquisition by any person of control shares of the Company.

Accounting Comments

1.

 Comment: The Staff requested that the Company revise the fee table on page 8 of PEA 7 to combine interest payments into one line item and to revise the related footnotes accordingly.

Response: The Company has revised the fee table to address the Staff’s comment.

2.

 Comment: The Staff requested that the Company confirm that “Other Expenses” as disclosed in the fee table on page 8 of PEA 7 includes income taxes.

Response: The Company hereby confirms that income taxes are included in the line item “Other Expenses” in the fee table.

4

Asen Parachkevov, Esq.

Jeff Long

June 27, 2014

Page 5

3.

 Comment: The Staff requested that the Company explain, in future financial statements, the significance of any holdings of non-qualified assets in excess of 30% of the value of the Company’s total assets.

Response: The Company will revise footnote 4 to its Schedule of Investments to state:  “Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940.  Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying asset.  If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).”

4.

 Comment: The Staff requested that investments on non-accrual status be identified as such in the Company’s Schedule of Investments.

Response: The Company will make such change in future financial statements.

5.

 Comment: The Staff noted that a significant percentage of the Company’s portfolio appears to be valued at cost. The Staff requested that the Company discuss if such accounting treatment is consistent with ASC 820.

Response: The Company determines the fair market value of its portfolio investments in accordance with ASC 820 pursuant to valuation procedures adopted by and overseen by the Company’s Board of Directors. Such procedures take into consideration the requirements of ASC 820 as well as the Board of Directors’ obligations under the federal securities laws. The Company and its Board of Directors, in consultation with independent valuation consultants, use a variety of valuation techniques and take into consideration a variety of inputs when determining fair value of a debt investment, including any anticipated prepayment premiums, the stated maturity of the debt security, whether a security is subject to no-call protection, whether a security is subject to make whole provisions and the probability of loss of principal due to a portfolio company’s inability to repay its obligation.

6.

 Comment: The Staff noted that if any loan on the schedule of investments is pledged as collateral it should be so identified in a note.

Response:  The Company notes that Article 4-08 of Regulation S-X requires that a registrant make such disclosure in its audited financial statements included in its annual report on Form 10-K.  The Company hereby confirms that it will make this disclosure in its Form 10-K for the fiscal year ending December 31, 2014.

5

Asen Parachkevov, Esq.

Jeff Long

June 27, 2014

Page 6

7.

 Comment:  The Staff requested that consolidated balance sheets included in the Company’s future financial statements separate commitments and contingencies as required by Article 6.04-15 of Regulation S-X.

Response:  The Company confirms that future financial statements will report commitments and contingencies separately.

8.

 Comment:  The Staff is reminding business development companies that the tests required by Articles 3-09 and 4.08(g) of Regulation S-X are applicable to business development companies.  The Staff requests that the Company confirm it is conducting such tests and that no securities would trigger the separate reporting requirements of Article 3-09 or 408(g).

Response: The Company hereby confirms its understanding that Articles 3.09 and 4.08(g) of Regulation S-X apply to the Company.  As of the date of the financial statements included in PEA 7, no holdings in the Company’s portfolio triggered the separate reporting requirements of these Articles.

9.

 Comment: Please confirm that the expense ratio in the fee table includes a provision for income tax consistent with general instruction 9 to Item 3 of Form N-2, which requires that other expenses include all expenses that reflected in the Company’s Statement of Investments under Regulation S-X.

Response: The Company confirms that other expenses in the fee table include a provision for taxes.

10.

 Comment: The Staff notes that in the “Notes to Financial Statements - Basis of Presentation” the Company indicates that portfolio companies held by the Company’s small business investment company (“SBIC”) subsidiaries are not consolidated.  Please confirm if this is accurate and explain this presentation.

Response:  As discussed with the Staff on June 25, 2014, the Company’s SBIC subsidiaries are consolidated in the Company’s financial statements. However, portfolio companies held by such SBIC’s (i.e., portfolio investments) are disclosed as such and not consolidated in the Company’s reporting. The Company will refine this note to make this treatment clearer in future financial statements.

****

6

Asen Parachkevov, Esq.

Jeff Long

June 27, 2014

Page 7

The Company hereby acknowledges that:

A.    The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission;

B.    The Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to such filings; and

C.    The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We very much appreciate your attention to this matter. Please do not hesitate to call Kelley Howes at (303) 592-2237 or me at (202) 887-1585, if you have any questions or require any additional information.

Sincerely,

   /s/ Scott Lesmes

Scott Lesmes

cc:  Steven C. Lilly, Triangle Capital Corp.

       John A. Good, Esq

       Kelley A. Howes, Esq.

7

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		TCAP-SECResponseLetter-PreliminaryProxy

March 17, 2014

Writer's Direct Contact

+1 (303) 592.2217

tdunn@mofo.com

Asen Parachevov, Esq.
Division of Investment Management, Examiner

U.S. Securities & Exchange Commission

Mailstop 4710

100 F Street, NE

Washington, DC 20549-4720

Re:

 Preliminary Proxy Statement – Triangle Capital Corporation (File No. 812-00733)

Dear Mr. Parachkevov:

On behalf of Triangle Capital Corporation (“Triangle” or the “Company”), and in response to oral comments received from the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on March 10, 2014 (the “Comments”) relating to the Company’s Preliminary Proxy Statement (the “Proxy”) filed on Schedule 14A on February 28, 2014, we submit this letter containing the Company’s responses to the Staff’s Comments.

1.

 Comment: Please confirm that Triangle will respond to the Comments by filing a written response letter via EDGAR, complete with a “Tandy Letter” representation.

Response: The Company hereby confirms that it will comply with the Staff’s requests regarding filing procedures.

2.

 Comment: Please revise the language on page 4 of the Proxy regarding how a stockholder can revoke a previously submitted proxy by attending the Annual Meeting of Stockholders.

Response: The Company has revised the language on page 4 of the draft definitive proxy statement (the “Definitive Proxy”).

3.

 Comment: Please clarify the disclosure on page 5 of the Proxy regarding how broker non-votes and abstentions will be counted in connection with Proposal No. 2.

Response: The Company has revised the disclosure on page 5 of the Definitive Proxy.

Asen Parachkevov, Esq.

March 17, 2014

Page 2

4.

 Comment: Please clarify in the disclosure on page 9 of the Proxy as to how a director’s resignation that is not accepted by the Triangle’s board of directors would be handled.

Response: The Company respectfully submits that a “required resignation” is a common governance policy in public companies with a “majority vote” requirement for directors.  The assumption underlying such governance policy is that neither the Company nor its directors would wish for a director to resign under normal circumstances.  To the extent that a director did not receive a majority vote and tendered his or her resignation to the Board of Directors, the underlying assumption is that such director still would want to serve as a director.  Under this assumption, to the extent that the Board of Directors did not, for some reason, accept such resignation, the director would continue to serve as a director until his or her successor was elected, our until the director’s earlier death, resignation or removal.  Nothing, including this governance policy, would prevent a director from resigning at any time, and for any reason, including even in the event that the director tendered a resignation in connection with a stockholder vote that was not accepted by the Board of Directors.  The Company has revised the disclosure on page 9 of the Definitive Proxy to indicate that a director is not required to continue to serve on the Board of Directors should the director wish to resign.

5.

 Comment: Please clarify in the tables on pages 10 and 11 of the Proxy regarding Interested and Independent Directors to disclose any directorships such directors hold in any other companies listed under Section 12 of the Securities Exchange Act of 1934, as amended, or confirm supplementally to the Staff that no such directorships exist.

Response: The Company has revised the disclosure in the tables on pages 10 through 13 of the Definitive Proxy.

6.

 Comment: Please clarify the table beginning on page 11 of the Proxy regarding Independent Directors to more clearly disclose the principal occupation of all such directors for the past five years.

Response: The Company has revised the disclosure in the table beginning on page 11 of the Definitive Proxy.

7.

 Comment: In the Director Compensation table on page 14 of the Proxy, please clarify that all Independent Directors are not employees of the Company.

Response: The Company has revised the disclosure in the Director Compensation table on page 14 of the Definitive Proxy.

2

Asen Parachkevov, Esq.

March 17, 2014

Page 3

8.

 Comment Please confirm that the Audit Committee charter has been attached as an appendix to the Company’s proxy statement in the past three fiscal years, or if not, please attach it as an appendix to the Definitive Proxy.

Response: As noted in the Proxy, all of the Company’s committee charters are available on the Company’s website at the addresses provided therein.  Pursuant to Instruction No. 2 to Regulation S-K Item 407, with respect to paragraphs (c)(2)(i), 407(d)(1) and 407(e)(1) of Item 407, the Company must disclose whether or not a current copy of the applicable committee charter is available to security holders on its website.  If any such charter is not available on the Company’s website, or if any such charter has been materially amended since the beginning of the Company’s last fiscal year, such charter should be included as an appendix to the proxy statement.  The Company’s Audit Committee charter was amended and restated on February 5, 2014 and will be attached as Appendix A to the Definitive Proxy.  In addition, the Company’s Compensation Committee charter, which was adopted on May 8, 2013, will be attached as Appendix B to the Definitive Proxy. The Nominating and Corporate Governance Committee Charter is available on the Company’s website as indicated in the Proxy and has not been materially amended since the beginning of the Company’s last fiscal year.

9.

 Comment: In the Compensation Discussion and Analysis, please provide additional disclosure regarding the allocation of compensation between base salary, annual cash bonuses and long term equity compensation and the increases in each in the past year.

Response: The Company has provided additional disclosure in the Compensation Discussion and Analysis in the Definitive Proxy regarding the same.

10.

 Comment: In the Compensation Discussion and Analysis, please provide additional disclosure regarding how the structure of the compensation program reflects individual executives’ performance and how such performance is measured.

Response: The Company has provided additional disclosure in the Compensation Discussion and Analysis in the Definitive Proxy regarding the same.

11.

 Comment: In the Compensation Discussion and Analysis, please provide disclosure regarding whether and how prior vested equity compensation awards may or may not have been taken into consideration in connection with determination of elements of 2013 compensation.

Response: The Company has provided additional disclosure in the Compensation Discussion and Analysis in the Definitive Proxy regarding the same.

3

Asen Parachkevov, Esq.

March 17, 2014

Page 4

12.

 Comment: Please indent the table under footnote 2 to the Summary Compensation Table to more clearly set it off from the Summary Compensation Table.

Response: The Company has made the requested revision to footnote 2 in the Definitive Proxy.

13.

 Comment: Please specify whether the Audit Committee preapproved all of the audit and non-audit services provided by Ernst & Young in 2013.

Response: The Company has provided the requested disclosure on page 38 of the Definitive Proxy.

14.

 Comment: Please include disclosure in the Proxy regarding whether or not the Company offered shares at below net asset value (“below NAV”) in prior years when the Company had stockholder approval to do so, and please confirm supplementally to the Staff as to when the Company last offered shares at below NAV.

Response: The Company respectfully submits that the Proxy discloses that the Company has sought and received stockholder approval to offer shares below NAV in 2008-2013 but has only offered shares below NAV twice, and in both cases, in 2009.  As disclosed in the Proxy, the last time the Company offered shares at below NAV was in 2009.

15.

 Comment: Please include the effect of broker non-votes on Proposal No. 2 in the disclosure on page 44 of the Proxy.

Response: The Company has provided the requested disclosure on page 45 of the Definitive Proxy.

16.

 Comment: Please include the disclosure provided by new Item 24 to Schedule 14A.

Response: The Company has provided the disclosure required by Item 24 in the section of the Compensation Discussion & Analysis of the Definitive Proxy under the heading “General.”

17.

 Comment: On the proxy card, please provide headings in the vote check-box columns for Proposals Nos. 2 and 3.

Response: The Company has provided the requested headings on the proxy card in the Definitive Proxy.

4

Asen Parachkevov, Esq.

March 17, 2014

Page 5

In response to the requests contained in the Staff’s Comments, the Company hereby acknowledges that:

A.    The Company is responsible for the adequacy and accuracy of the disclosure in the filings with the Commission;

B.    The Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to such filings; and

C.    The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We very much appreciate your attention to this matter. Please do not hesitate to call John Good at (202) 778-1655 or me at (303) 592-2217, if you have any questions or require any additional information.

Sincerely,

   /s/ Tara L. Dunn

Tara L. Dunn

cc:  Steven C. Lilly, Triangle Capital Corp.

       John A. Good, Esq.

5

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		20130722 SEC Correspondence

Helen W. Brown

phone:(901) 543-5918

fax:(888) 789-4123

e-mail:hwbrown@bassberry.com

The Tower at Peabody Place

100 Peabody Place, Suite 900

Memphis, TN  38103-3672

(901) 543-5900

July 22, 2013

Ms. Cindy Rose, Esq.

Division of Investment Management, Examiner

U.S. Securities & Exchange Commission

Mailstop 4710

100 F Street, NE

Washington, DC 20549-4720

Re:    Review of Annual Report on Form 10-K for the year ended December 31, 2012

On behalf of Triangle Capital Corporation (“Triangle” or the “Company”), and in response to oral comments received from the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on July 17, 2013 (the “Comments”) relating to the Company's Annual Report on Form 10-K for the year ended December 31, 2012 (the “2012 Annual Report”) under the Exchange Act of 1934 (the “Exchange Act”) filed via EDGAR on March 6, 2013, we submit this letter containing the Company's responses to the Staff's Comments.  For your convenience, we have set forth below the Staff's comment followed by its response.

1.

 Comment: In future filings, please undertake to disclose to the nearest hundredth of one percent the percentages reported for the (1) ratio of total operating expenses to average net assets, (2) ratio of net investment income to average net assets, (3) portfolio turnover ratio and (4) total return.  These numbers appear on page F-37 of the 2012 Annual Report.

Response: In response to the Staff's comment, the Company undertakes in future filings to disclose to the nearest hundredth of one percent the percentages reported for the ratios referenced above.

****************************

In responding to the Staff's comments, the Company acknowledges that:

1.

 The Company is responsible for the adequacy and accuracy of the disclosure in the filings with the Commission;

2.

 The Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to such filings; and

3.

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact the undersigned at (901) 543-5918 if you have any questions or further comments.

Sincerely,

/s/ Helen W. Brown

Helen W. Brown

CC: Steven Lilly

       Garland Tucker

CORRESP
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Correspondence

 The Tower at Peabody Place

 100 Peabody Place, Suite 900

 Memphis, TN 38103-3672

(901) 543-5900

April 29, 2013

 Kevin
Rupert, Esq.

 Division of Investment Management, Examiner

 U.S. Securities & Exchange Commission

 Mailstop 4710

100 F Street, NE

 Washington, DC 20549-4720

Re:
Triangle Capital Corporation – Universal Shelf Registration Statement on Form N-2, File No. 333-175160 (the “Registration Statement”)

 Dear Kevin:

 On behalf of Triangle Capital Corporation (“Triangle” or the “Company”), and in response to oral comments received from the staff of the Division of
Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on April 25, 2013 (the “Comments”) relating to the Company’s
Post-Effective Amendment No. 6 to the Registration Statement (“Post-Effective Amendment No. 6”) under the Securities Act of 1933 (the “Securities Act”) filed via EDGAR as a POS 8C filing on
April 2, 2013, we submit this letter containing the Company’s responses to the Staff’s Comments. For your convenience, we have set forth below the Staff’s comment followed by its response.

1.
Comment: On the cover page of the base prospectus that will be included for offerings conducted under the Registration Statement, please add disclosure
alerting investors that the debt securities the Company holds typically do not fully amortize prior to maturity, which potentially increases the risk that the Company will lose all or part of its investment. Please refer to TICC Capital
Corporation’s most recent registration statement for sample disclosure.

 Response: In response
to the Staff’s comment, the Company undertakes to include on the cover page of the prospectus for offerings conducted under the Registration Statement, language similar to that recommended by the Staff referenced above.

2.
Comment: The debt securities defined as the “Senior Notes Due 2019” and the “Senior Notes Due 2022” and collectively referred to as
the “Senior Notes” in the Registration Statement are not senior to any currently outstanding debt of the Company. Please remove references to “senior” when defining these two classes of debt securities in the base prospectus that
will be included for offerings conducted under the Registration Statement.

3.
Response: In response to the Staff’s comment, the Company undertakes to remove reference to “Senior” when defining the 7.00% senior notes
due 2019 and 6.375% senior notes due 2022 in the base prospectus used for offerings conducted under the Registration Statement, during such period when these debt securities are not in fact senior to the Company’s then outstanding debt.

 bassberry.com

 Kevin Rupert, Esq.

 <April 29, 2013>

  Page
 2

4.
Comment: Please confirm all expenses associated with issuing debt securities is reflected in the Fees and Expenses table on page 10 of the Registration
Statement, including underwriting discounts and commissions, if such expenses are borne by common stockholders. If all expenses born by common stockholders are not so included, please undertake to include such expenses in the base prospectus of
offerings conducted under the Registration Statement.

 Response: In response to the Staff’s
comment, the Company confirms that all expenses associated with the Company’s debt securities, including the underwriting discount and other financing costs are included in the amounts reflected in the “Fees and Expenses” table in the
Registration Statement. The Company notes that the current disclosure in the footnotes to such table do not describe in detail all of these items that are accounted for with respect to the Company’s debt securities and the Company intends to
revise footnotes (5) and (6) to include more information relating to the expenses shown. The Company intends to revise footnotes (5) and (6) in the base prospectus to be filed in future offerings as indicated below:

(5) Interest payments on borrowed funds represent our estimated annual interest payments on our outstanding SBA-guaranteed debentures,
amortization of deferred financing costs related to our SBA-guaranteed debentures, estimated annual interest payments on any outstanding borrowings under our Credit Facility, amortization of deferred financing costs related to our Credit Facility
and unused facility and other administrative fees related to our Credit Facility.

 (6) Interest payments on debt securities
represent our estimated annual interest payments on our Notes due 2019 and our Notes due 2022, as well as amortization of deferred financing costs related to our Notes due 2019 and our Notes due 2022.

5.
Comment: We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the Staff to be certain that
they have provided all information 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 responsible for the accuracy and adequacy of the
disclosures they have made.

 Response: The Company acknowledges the Staff’s comment and
confirms the following:

1.
The Company is responsible for the adequacy and accuracy of the disclosure in the filings with the Commission;

2.
The Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action
with respect to such filings; and

3.
The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 Kevin Rupert, Esq.

 <April 29, 2013>

  Page
 3

 Please do not hesitate to call me at (901) 543-5918 or email me at if you have any
questions or further comments. Thank you in advance for your prompt attention to this matter.

Sincerely,

/s/ Helen Brown

Helen W. Brown

CORRESP
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Correspondence

 3700 Glenwood Avenue, #530

 Raleigh, NC 27612

 April 29, 2013

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Investment Management

 100 F Street,
N.E.

 Washington, D.C. 20549-4041

Attention: Kevin Rupert

 Re:
Triangle Capital Corporation — Post-Effective Amendment No. 6 to Registration Statement on Form N-2, File No. 333-175160 (the “Registration Statement”)

 On behalf of Triangle Capital Corporation (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the
effective date of the Registration Statement to 4:30 p.m. Eastern Time on Monday, April 29, 2013, or as soon thereafter as is practicable.

 The disclosure in the referenced filing is the responsibility of the Registrant. The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that
should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert
staff comments or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant further acknowledges that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

 Should you have any questions concerning this request, please contact me at (919) 719-4770 or, our counsel, Helen W. Brown at Bass, Berry & Sims PLC at (901) 543-5918.

Sincerely,

    TRIANGLE CAPITAL CORPORATION

By:

 /s/ Steven C. Lilly

Name:

Steven C. Lilly

Title:

Chief Financial Officer, Secretary and Director

CORRESP
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Acceleration Request

 3700 Glenwood Avenue, #530

Raleigh, NC 27612

 June 28, 2012

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Investment Management

 100 F Street,
N.E.

 Washington, D.C. 20549-4041

Attention: Kevin Rupert

 Re:
Triangle Capital Corporation — Post-Effective Amendment No. 3 to Registration Statement on Form N-2, File No. 333-175160 (the “Registration Statement”)

On behalf of Triangle Capital Corporation (the “Registrant”) and pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, I hereby request acceleration of the effective date of the Registration Statement to 8:00 a.m. Eastern Time on Monday, July 2, 2012, or as soon thereafter as is practicable.

The disclosure in the referenced filing is the responsibility of the Registrant. The Registrant represents to the U.S. Securities and
Exchange Commission (the “Commission”) that should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to
the filing, and the Registrant represents that it will not assert staff comments or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 The Registrant further acknowledges that the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Should you have any questions concerning this request, please contact me at (919) 719-4770 or, our counsel, John A. Good at Bass,
Berry & Sims PLC at (901) 543-5901.

Sincerely,

 TRIANGLE CAPITAL CORPORATION

By:

 /s/ Garland S. Tucker, III

Name:

Garland S. Tucker, III

Title:

President and Chief Executive Officer

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Response to SEC Comments

 The Tower at Peabody Place

 100 Peabody Place, Suite 900

 Memphis, TN 38103-3672

(901) 543-5900

July 2, 2012

CONFIDENTIAL

 VIA EDGAR

 Kevin Rupert

 Division of
Investment Management

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549-4041

Re:
Triangle Capital Corporation — Post-Effective Amendment No. 3 to Registration Statement on Form N-2, File No. 333-175160 (the “Registration
Statement”)

 Dear Mr. Rupert

 On behalf of Triangle Capital Corporation (the “Company”), set forth below is the Company’s response to the comment of the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) that you provided to us via phone on June 28, 2012 regarding the Registration Statement. The Staff’s comment is set forth
below and is followed by the Company’s response.

 Comment: In future filings of the prospectus, include on the
cover page of the prospectus, language in boldface type regarding the credit quality of the types of investments that the Company makes, including disclosure regarding the fact that such investments may be below investment grade.

Response: In response to the Staff’s comment, the Company undertakes to include language similar to the language below on the
cover page of future prospectus filings.

 We generally invest in securities that would be rated below investment grade if
they were rated. Below investment grade securities, which are often referred to as “high yield” or “junk,” have speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

 If you have any questions concerning the foregoing, please contact me via phone at (901) 543-5918 or via email at
hwbrown@bassberry.com.

Sincerely,

/s/ Helen W. Brown

 bassberry.com

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Correspondence

 The Tower at Peabody Place

 100 Peabody Place, Suite 900

 Memphis, TN 38103-3672

(901) 543-5900

June 13, 2012

 VIA
EDGAR

 U.S. Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, DC 20549

Attn: Kevin Rupert, Esq.

Re:
Triangle Capital Corporation – Universal Shelf Registration Statement on Form N-2, File No. 333-175160 (the “Registration Statement”)

 Dear Mr. Rupert:

 Triangle Capital Corporation (the “Company”) filed Post-Effective Amendment No. 3 to the Registration Statement (“Post-Effective Amendment No. 3”) under the Securities Act of
1933 (the “Securities Act”) via EDGAR as a POS 8C filing on June 7, 2012. The Registration Statement relates to the shelf offering from time to time, in one or more offerings or series, together or separately, up to $500,000,000 of
the Company’s common stock, preferred stock, units, subscription rights, debt securities, or warrants representing rights to purchase shares of the Company’s common stock, preferred stock or debt securities under Rule 415 of the Securities
Act.

 The Company respectfully requests that the staff of the Securities and Exchange Commission afford Post-Effective
Amendment No. 3 selective review in accordance with Securities Act Release No. 33-6510 (February 15, 1984). The disclosure contained in Post-Effective Amendment No. 3 is substantially similar to the disclosure contained in the
Company’s Pre-Effective Amendment No. 2 to the Registration Statement filed on October 18, 2011 that was declared effective on October 21, 2011 (the “Old Registration Statement”). Post-Effective Amendment No. 3 has
been updated primarily to include the audited financial statements for the year-ended December 31, 2011, compensation information of the Company’s management and Board of Directors and related information for the year ended
December 31, 2011. Additionally, Post-Effective Amendment No. 3 updates certain items in the Old Registration Statement, and such items have already been included in filings made pursuant to the Securities Exchange Act of 1934, including
financial information for the first quarter of 2012 as reported in the Company’s Quarterly Report on Form 10-Q filed on May 2, 2012, and prospectus supplements filed since the Old Registration Statement.

If you have any questions or comments regarding the foregoing, please feel free to contact me via phone at (901) 543-5918 or via
email at hwbrown@bassberry.com.

Sincerely,

 /s/ Helen W. Brown

 Helen W.
Brown

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Acceleration Request

 3700 Glenwood Avenue, #530

 Raleigh, NC 27612

 October 18, 2011

 VIA EDGAR AND FedEx

 United States Securities and Exchange Commission

Division of Investment Management

 100 F Street,
N.E.

 Washington, D.C. 20549-4041

Attention: Kevin Rupert

 Re: Triangle Capital
Corporation

 Registration Statement on Form N-2, File No. 333-175160 (the “Registration Statement”)

On behalf of Triangle Capital Corporation (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, I hereby request acceleration of the effective date of the Registration Statement to 9:00 a.m. Eastern Time on Friday, October 21, 2011, or as soon thereafter as is practicable.

The disclosure in the referenced filing is the responsibility of the Registrant. The Registrant represents to the U.S. Securities and
Exchange Commission (the “Commission”) that should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing,
and the Registrant represents that it will not assert staff comments or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 The Registrant further acknowledges that the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

 Should you have any questions concerning this request, please contact me at (919) 719-4770 or, our counsel, John A. Good at Bass, Berry & Sims PLC at (901) 543-5901.

Sincerely,

 TRIANGLE CAPITAL CORPORATION

By:

/s/ Garland S. Tucker, III

 Name: Garland S. Tucker, III

Title: President and Chief Executive Officer

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 

BASS
BERRY. SIMSpiC
Sehrish Siddiqui
PHONE: (901) 543-5979
FAX: (877) 521-2816
E-MAIL: ssiddiqui(§bassberry.com .The Tower at Peabody Place
100 Peabody Place, Suite 900
Memphis, TN 38103-3672
(901) 543-5900
May 27,2011
VIA: FEDERAL EXPRESS
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Kevin Rupert, Esq.
Re: Triangle Capital Corporation
Dear Kevin:
Please find enclosed a couresy copy of Triangle Capital Corporation's (the "Company") universal shelf
registration statement on Form N-2 (the "Registration Statement"), as fied with the Securities and Exchange
Commission (the "SEC") via EDGAR on June 27,2011.
The Registration Statement is similar to the Company's previous registration statement on Form N-2 (No.
333- 151930) except that the Registration Statement registers a new dollar amount and additional classes of
securities and updates certain business, financial and other information.
We look forward to hearing from you soon.
SS:jp
Enclosure
9638320.1
bassberry.com

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    3700 Glenwood Avenue, #530

Raleigh, NC 27612

May 3, 2011

VIA EDGAR AND FedEx

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4041

Attention: Kevin Rupert

    Re:

    Triangle Capital Corporation

Registration Statement on Form N-2, File No. 333-151930 (the “Registration Statement”)

     On behalf of Triangle Capital Corporation (the “Registrant”) and pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the
effective date of the Registration Statement to 4:15 p.m. Eastern Time on Wednesday, May 4, 2011,
or as soon thereafter as is practicable.

     The disclosure in the referenced filing is the responsibility of the Registrant. The
Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should
the Commission, or the staff acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing, and the
Registrant represents that it will not assert staff comments or the action of the staff to declare
the filing effective as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

     The Registrant further acknowledges that the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

     The Board of Directors of the Registrant will amend the Registrant’s bylaws to opt out of the
Maryland Control Share Acquisition Act (the “Control Share Act”) on Wednesday, May 4, 2011. In any
future prospectus supplement to the Registration Statement, the Registrant will include language
indicating that the Registrant has opted out of the Control Share Act through its amended bylaws.

     Should you have any questions concerning this request, please contact me at (919) 719-4770 or,
our counsel, John A. Good at Bass, Berry & Sims PLC at (901) 543-5901.

    Sincerely,

    TRIANGLE CAPITAL CORPORATION

    By:

    /s/ Garland S. Tucker, III

    Name:

    Garland S. Tucker, III

    Title:

    President and Chief Executive Officer

2

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The Tower at Peabody Place

100 Peabody Place, Suite 900

Memphis, TN 38103-3672

(901) 543-5900

April 13, 2011

VIA EDGAR and FEDEX

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Attn: Kevin Rupert, Esq.

     Re:      Triangle Capital Corporation — Registration Statement on Form N-2 (File No. 333-151930)

Dear Mr. Rupert:

     As a follow-up to our conversation today, Triangle Capital Corporation (the “Company”) filed
Post-Effective Amendment No. 9 to the Registration Statement (“Post-Effective Amendment No. 9”)
under the Securities Act of 1933 (the “Securities Act”) via EDGAR as a POS 8C filing on April 1,
2011. The Registration Statement relates to the shelf offering of up to $300,000,000 of shares of
the Company’s common stock under Rule 415 of the Securities Act.

     The Company respectfully requests that the staff of the Securities and Exchange Commission
afford Post-Effective Amendment No. 9 selective review in accordance with Securities Act Release
No. 33-6510 (February 15, 1984). The disclosure contained in Post-Effective Amendment No. 9 is
substantially similar to the disclosure contained in the Company’s Pre-Effective Amendment No. 6 to
the Registration Statement filed on June 9, 2010 that was declared effective on August 12, 2010
(the “Old Registration Statement”). Post-Effective Amendment No. 9 has been updated primarily to
include financial statements and related information for the year ended December 31, 2010.
Additionally, Post-Effective Amendment No. 9 updates certain immaterial items in the Old
Registration Statement, and such items have already been included in filings made pursuant to the
Securities and Exchange Act of 1934 and prospectus supplements filed since the Old Registration
Statement.

     If you have any questions or comments regarding the foregoing, please feel free to contact me
at (901) 543-5979.

    Sincerely,

    /s/ Sehrish Siddiqui

    Sehrish Siddiqui

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    Sehrish Siddiqui

phone:   (901) 543-5979

fax:         (877) 521-2816

e-mail:   ssiddiqui@bassberry.com

    The Tower at Peabody Place

100 Peabody Place, Suite 900

Memphis, TN 38103-3672

(901) 543-5900

March 28, 2011

Via EDGAR and FedEx

Kevin Rupert

Division of Investment Management, Examiner

U.S. Securities & Exchange Commission

Mailstop 4710

100 F Street, NE

Washington, DC 20549-4720

Dear Kevin:

     On behalf of Triangle Capital Corporation (“Triangle” or the “Company”), and in
response to oral comments received from the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) on March 18, 2011 and March
21, 2011 (collectively, the “Comments”) relating to the Company’s Preliminary Proxy Statement (the
“Proxy”) filed on Schedule 14A on March 11, 2011, we submit this letter containing the Company’s
responses to the Staff’s Comments.

COMMENTS AND RESPONSES

    1.

    Comment: Please confirm that Triangle will respond to the Comments by filing a
written response letter via EDGAR, complete with a “Tandy Letter” representation.

    Response: The Company hereby confirms that it will comply with the Staff’s requests
regarding filing procedures.

    2.

    Comment: Please confirm that the Company does not intend to sell shares of the
Company’s common stock below net asset value when the shares are trading at a premium.

    Response: In response to the Staff’s comment, the Company confirms that it does not
generally intend to sell shares of its common stock at a price below net asset value when
its shares are trading at a premium. However, the Company may, in certain situations, sell shares of common stock at a price below its net asset value even when the shares are trading
at a premium. An example of this situation would be where the Company’s shares are trading
at a marginal premium and, due to typical market discounts and underwriting expenses, the
market price at which the Company would be able to sell the common stock would be less than
net asset value, so the Company may decide to sell its shares below net asset value.

    3.

    Comment: Please state that the proposal to sell the Shares below net asset value is
valid only until the earlier of the 2012 Annual Meeting of Stockholders or one year from the
date that this proposal is approved. If this has already been included, please specify the
section where this statement may be found.

    Response: The Company respectfully refers the Staff to the first paragraph of
Proposal No. 2, titled “APPROVAL TO SELL SHARES OF COMMON STOCK BELOW NET ASSET VALUE (BOOK
VALUE)” for the requested disclosure.

March 21, 2011

Page 2

    4.

    Comment: Please state that during fiscal year 2010, while the Company had the
authority to sell Shares below net asset value, it did not do so.

    Response: In response to the Staff’s comment, the Company has added the requested
disclosure in the penultimate paragraph under the section titled “Reasons to Offer Common
Stock Below Net Asset Value.”

    In response to the request contained in the Staff’s Comments, the Company hereby acknowledges
that:

    1.

    The Company is responsible for the adequacy and accuracy of the disclosure in the filings
with the Commission;

    2.

    The Staff comments or changes to disclosure in response to Staff comments in the filings
reviewed by the Staff do not foreclose the Commission from taking any action with respect to
such filings; and

    3.

    The Company may not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

     Please do not hesitate to contact me at 901-543-5979 if you have any questions or further
comments. Thank you in advance for your prompt attention to this matter.

Sincerely,

/s/ Sehrish Siddiqui

Sehrish Siddiqui

    cc:

    Steven C. Lilly (via email)

C. Robert Knox, Jr. (via email)

John A. Good, Esq. (via email)

Helen W. Brown, Esq. (via email)

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3700
Glenwood Avenue, #530

Raleigh, NC 27612

August 9, 2010

VIA EDGAR AND FedEx

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4041

Attention: Kevin Rupert

    Re:

    Triangle Capital Corporation

Registration Statement on Form N-2, File No. 333-151930

     On behalf of Triangle Capital Corporation (the “Registrant”) and pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the
effective date of the Registration Statement to 9:00 a.m. Eastern Time on Tuesday, August 10, 2010,
or as soon thereafter as is practicable.

     The disclosure in the referenced filing is the responsibility of the Registrant. The
Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should
the Commission, or the staff acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing, and the
Registrant represents that it will not assert staff comments or the action of the staff to declare
the filing effective as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

     The Registrant further acknowledges that the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

     Should you have any questions concerning this request, please contact me at (919) 719-4770 or,
our counsel, Sehrish Siddiqui at Bass, Berry & Sims PLC at (901) 543-5979.

    Sincerely,

    TRIANGLE CAPITAL CORPORATION

    By:

    /s/ Garland S. Tucker III

    Name:

    Garland S. Tucker III

    Title:

    President and Chief Executive Officer

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    Sehrish Siddiqui

    The Tower at Peabody Place

    Phone:

    (901) 543-5979

    100 Peabody Place, Suite 900

    Fax:

    (877) 521-2816

    Memphis, TN 38103-3672

    E-mail:

    ssiddiqui@bassberry.com

    (901) 543-5900

July 16, 2010

Mr. Kevin Rupert

United States Securities & Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4041

              Re:

    Triangle Capital Corporation

Post-effective Amendment No. 6 to Registration Statement on Form N-2

File No. 333-151930

Dear Kevin:

          In response to our phone conversations on July 6, 2010 and July 8, 2010, this letter sets
forth the responses of our client, Triangle Capital Corporation (the “Company”), to the comments by
the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding
Post-effective Amendment No. 6 to the Company’s Registration Statement on Form N-2, File No.
333-151930, filed via EDGAR as a POS 8C filing on June 9, 2010 (the “Registration Statement”). For
your convenience, we have included below each comment you provided during the above referenced
phone conversations, followed in turn by the Company’s response.

1. Investment Portfolio (Page 3)

          Comment: There are several instances within the Company’s list of investment
portfolios where a write down occurred in a portfolio company’s equity, but the cost and fair value
of the debt remained the same. Please explain this apparent inconsistency.

          Response: Each quarter, the Company performs a detailed valuation process on each
portfolio investment. For certain investments, the Company’s valuation analysis yields a result
whereby there is sufficient enterprise value to cover the entire amount of a debt investment
(including debt which is junior in order of preference to the Company’s investment) but where there
is not sufficient enterprise value to cover the entire amount of an equity investment. In this
situation it is possible that the Company will record a writedown in the fair value of its equity
investment in a particular portfolio company while the fair value of the debt investment remains
equal to the cost basis. Two examples of this type of situation are the Company’s investments in
Syrgis Holdings, Inc., and Trusthouse Services Group, Inc. In certain other situations where there
is sufficient enterprise value to cover the entire amount of a debt investment and there is not
sufficient enterprise value to cover the entire amount of an equity investment, it is possible that
the Company will record a partial writedown to its debt investment and a full writedown to its
equity

bassberry.com

July 16, 2010

Page 2

investment. An example of this type of situation is the Company’s investments in American
De-Rosa Lamparts, LLC and Hallmark Lighting and Brantley Transportation, LLC.

2. Non-Accrual Assets (Page 46)

          Comment: The assets within this section are listed on a non-accrual basis. The
Company made two distinct debt investments in each of Gerli and Company and Waste Recyclers
Holdings, LLC. In each of these companies, the fair value of one debt investment incurs a write
down, while the fair value of the other debt investment within the same company remains identical
to its cost. Given their non-accrual status, please explain why the cost and fair value remain
equal in one debt investment while the other debt investment of the same company incurs a write
down. It is generally expected that the fair value of an asset placed in non-accrual status will
decrease.

          Response: The Company agrees with the Staff’s comment that it is generally expected
that the fair value of an asset placed on non-accrual status will decrease below its cost.
However, given the particular facts, the Company believes that the valuation process for the
investments in Gerli and Company and Waste Recyclers Holdings, LLC, yields results that are an
exception to this general expectation. Explanations for these two apparent exceptions follow:

    •

    Gerli and Company: The Company has reported one debt investment’s fair value as equal to
its cost basis and has written down the second debt investment in relation to its cost
basis because the subordinated debt investment of $120,000 (the “Senior Note”) is senior to
the subordinated debt investment of $3.1 million (the “Junior Note”). Because the fair
value of the Junior Note is greater than zero, the fair value of the Senior Note is equal
to its cost basis. Gerli and Company is paying the cash portion of the interest on the
Senior Note and the Company is not recognizing the paid-in-kind (“PIK”) interest on the
Senior Note. Thus, a portion of the interest of the Senior Note is on non-accrual status
while the other portion is not. Due to the immateriality of the Senior Note and its
accompanying interest, the Company classified the entire balance of the Senior Note on
non-accrual status with the intent of making the presentation easier for an investor to
understand.

    •

    Waste Recycler Holdings, LLC: The Company has only one subordinated note in Waste
Recycler Holdings, LLC (the “Note”), which it has bifurcated pursuant to the terms of an
amendment to the Note. The Company has presented within its financial statements the two
portions of the Note as two distinct notes because each portion has a different split
between cash interest and PIK interest. The Company believes this bifurcated presentation
is more transparent to an investor, especially given the significant difference between
cash interest and PIK interest within the two portions of the Note.

    With respect to valuation, the portion of the Note with a cost basis of $4.1 million is
senior to the portion with a cost basis of $5.7 million. Since the fair value of the junior
$5.7 million portion of the Note is greater than zero, the fair value of the $4.1 million
senior portion has not been written down. In the case that the $5.7 million portion had a
fair value of zero, there could potentially be some writedown of the $4.1 million portion
based on the circumstances at that time.

3. Safe Harbor

          Comment: Please confirm your understanding that a business development company is a
type of investment company under the Investment Company Act of 1940 that is not subject to the safe
harbor provisions under the Private Securities Litigation Reform Act of 1995.

July 16, 2010

Page 3

          Response: The Company acknowledges that the safe harbor for forward looking
statements under the Private Securities Litigation Reform Act of 1995 does not apply to investment
companies, including business development companies such as the Company.

4. Fair Value Determination (Page 54)

          Comment: The Company explains its process of determining the fair value of debt and
equity securities, including its review of similar companies that are publicly-traded and the
market multiple of equity securities, and the valuation of the securities based on recent sales in
comparable transactions. Please specify the extent to which comparisons of debt and equity of
publicly traded companies are used in the Company’s fair value determination.

          Response: In response to the Staff’s comment, the Company proposes to improve its
disclosure regarding the process of determining the fair value of debt and equity securities in
future filings. The Company believes the revised disclosure included below will specify the extent
to which comparisons of debt and equity of publicly traded companies are used in the Company’s fair
value determination of debt and equity securities.

          In making the good faith determination of the value of debt securities, we start with the cost
basis of the security, which includes the amortized original issue discount, and paid-in-kind (PIK)
interest, if any. We also use a risk rating system to estimate the probability of default on the
debt securities and the probability of loss if there is a default. The risk rating system covers
both qualitative and quantitative aspects of the business and the securities held. In valuing debt
securities, we utilize an “income approach” model that considers factors including, but not limited
to, (i) the portfolio investment’s current risk rating (discussed below), (ii) the portfolio
company’s current trailing twelve months’ (“TTM”) results of operations as compared to the
portfolio company’s TTM results of operations as of the date the investment was made, and the
portfolio company’s outlook for the next twelve months of operations, (iii) the portfolio company’s
current leverage as compared to its leverage as of the date the investment was made, (iv) publicly
available information regarding current pricing and credit metrics for similar proposed and
executed investment transactions of private companies and, (v) when management believes a relevant
comparison exists, current pricing and credit metrics for similar proposed and executed investment
transactions of publicly traded debt.

          In valuing equity securities of private companies, we consider valuation methodologies
consistent with industry practice, including (i) valuation using a valuation model based on
original transaction multiples and the portfolio company’s recent financial performance, (ii)
publicly available information regarding the valuation of the securities based on recent sales in
comparable transactions of private companies and (iii) when management believes there are similar
companies that are publicly traded, a review of these publicly traded companies and the market
multiple of their equity securities.

5. Effectiveness of Registration Statement

     Comment: The Company must provide an acceleration request in order for the Commission
to declare the Registration Statement effective. At the time the Registration Statement becomes
effective, the Company’s financial statements must be within the last 135 days.

     Response: The Company hereby undertakes to provide an acceleration request in order
for the Commission to declare the Registration Statement effective. Additionally, the Company
hereby undertakes to include financial statements that are current pursuant to the applicable
rules.

July 16, 2010

Page 4

6. Representations

          Comment: We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the Staff to be certain that they have provided all
information 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 responsible for the accuracy
and adequacy of the disclosures they have made.

          Response: The Company acknowledges the Staff’s comment and confirms the following:

    1.

    The Company is responsible for the adequacy and accuracy of the disclosure in
the filings with the Commission;

    2.

    The Staff comments or changes to disclosure in response to Staff comments in
the filings reviewed by the Staff do not foreclose the Commission from taking any
action with respect to such filings; and

    3.

    The Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

     Please direct any further questions or comments concerning the Registration Statement or this
response letter to the undersigned at (901) 543-5979 or ssiddiqui@bassberry.com.

Sincerely,

/s/ Sehrish Siddiqui

Sehrish Siddiqui

CORRESP
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corresp

The Tower at Peabody Place

100 Peabody Place, Suite 900

Memphis, TN 38103-3672

(901) 543-5900

    Sehrish Siddiqui

    phone:

    (901) 543-5979

    fax:

    (877) 521-2816

    e-mail:

    ssiddiqui@bassberry.com

July 1, 2010

VIA EDGAR

Kevin Rupert

United States Securities & Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4041

         Re:

    Triangle Capital Corporation’s Explanation to filing of Post-effective Amendment No. 6
to its Registration Statement on Form N-2 filed June 9, 2010, File No. 333-151930

Dear Kevin:

     As a follow up to our conversation on June 30, 2010, please find below an explanation to the
filing of Triangle Capital Corporation’s (the “Company”) Post-effective Amendment No. 6 to its
Registration Statement on Form N-2, File No. 333-151930, filed via EDGAR as a POS 8C filing on June
9, 2010 (the “Registration Statement”).

     The Company filed the Registration Statement to update its financial information pursuant to
Item 34(4) of Form N-2. Additionally, the Company revised the Registration Statement to update
material since its last POS 8C filing on April 13, 2009. This material includes, among other
items, the results of the Company’s 2010 Annual Meeting of Stockholders, the formation and SBIC
licensure of Triangle Mezzanine Fund II LP, and revised disclosure pursuant to recent rule
amendments promulgated under the Securities and Exchange Act of 1934.

     Please contact us at the information above for any questions or comments. We look forward to
hearing from you.

    Sincerely,

    /s/ Sehrish Siddiqui

    Sehrish Siddiqui

    bassberry.com

CORRESP
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corresp

Bass, Berry & Simsplc

Attorneys at Law

A PROFESSIONAL LIMITED LIABILITY COMPANY

The Tower at Peabody Place

100 Peabody Place, Suite 900

Memphis, Tennessee 38103-3672

(901) 543-5900

March 24, 2010

Via EDGAR and FedEx

United States Securities & Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

ATTN: Kevin Rupert

Telephone: 202-551-6966

Dear Mr. Rupert:

     On behalf of Triangle Capital Corporation (“Triangle” or the “Company”), and in
response to oral comments received from the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) on March 15, 2010 and March
18, 2010 (collectively, the “Comments”) relating to the Company’s Preliminary Proxy Statement (the
“Proxy”) filed on Schedule 14A on March 11, 2010, we submit this letter containing the Company’s
responses to the Staff’s Comments.

COMMENTS AND RESPONSES

    1.

    Please confirm that Triangle will respond to the Comments by filing a written response letter
via EDGAR, complete with a “Tandy Letter” representation.

RESPONSE. The Company hereby confirms that it will comply with the Staff’s requests
regarding filing procedures.

    2.

    Please confirm that the typographical errors contained within the Audit and Internal Control
Reports of the Independent Registered Public Accounting Firm as filed with the Company’s
initial Form 10-K filing for Fiscal Year 2009 were corrected via an amended Form 10-K filing.
Please also confirm that the Company did not deliver its annual report containing the
aforementioned typographical errors to its shareholders.

www.bassberry.com

March 24, 2010

Page 2

RESPONSE. The Company hereby confirms that on March 15, 2010, Triangle amended its Form
10-K filing to correct the typographical errors contained within the initial Audit and Internal
Control Reports of the Independent Registered Public Accounting Firm. The Company further confirms
that it did not deliver its annual report containing the aforementioned typographical errors to its
shareholders.

    3.

    With regard to the table on page 34 under the section titled “Security Ownership of
Management and Certain Beneficial Owners,” please revise the table to conform with Item
22(b)(5) of Form 14(a).

RESPONSE. In response to the Staff’s comment, the Company proposes to revise the table on
page 34 in the manner set forth below.

    Dollar Range of

    Equity Securities

    Number of Shares

    Percentage

    Beneficially

    Name of Beneficial Owner

    Beneficially Owned(1)

    of Class (2)

    Owned(3)(4)

    Executive Officers

    Garland S. Tucker, III

    195,284
    (5)

    1.6
    %

    over $100,000

    Brent P.W. Burgess

    183,774
    (6)

    1.5
    %

    over $100,000

    Steven C. Lilly

    139,649
    (7)

    1.2
    %

    over $100,000

    Independent Directors:

    W. McComb Dunwoody

    137,850
    (8)

    1.2
    %

    over $100,000

    Mark M. Gambill

    —

    —

    0

    Benjamin S. Goldstein

    14,962
    (9)

    *

    over $100,000

    Simon B. Rich, Jr.

    27,771
    (10)

    *

    over $100,000

    Sherwood H. Smith, Jr.

    59,241
    (11)

    *

    over $100,000

    All Directors and
Executive Officers as a
Group

    758,531

    6.4
    %

    over $100,000

    *

    Less than 1.0%

    (1)

    Beneficial ownership has been determined in accordance with Rule 13d-3 of the Exchange Act.

    (2)

    Based on a total of 11,934,594 shares issued and outstanding as of March 1, 2010.

    (3)

    Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange
Act.

    (4)

    The dollar range of equity securities beneficially owned by our directors is based on a stock
price of $13.50 per            share as of March 1, 2010.

    (5)

    Includes 69,261 shares of restricted stock and 812 shares held by Mr. Tucker’s wife.

    (6)

    Includes 59,374 shares of restricted stock.

    (7)

    Includes 51,632 shares of restricted stock.

    (8)

    Includes 6,771 shares of restricted stock.

    (9)

    Includes 6,771 shares of restricted stock.

    (10)

    Includes 6,771 shares of restricted stock and 3,500 shares held by Mr. Rich’s wife.

    (11)

    Includes 6,771 shares of restricted stock.

March 24, 2010

Page 3

    4.

    On page 25 of the Proxy under the section titled “Restricted Stock,” after the final sentence
of the second paragraph, please insert language confirming that the Company has complied with
each condition required by the Commission’s exemptive order, as amended.

RESPONSE. In response to the Staff’s comment, the Company will insert the requested
language.

    5.

    With regard to the determination of the amount of restricted stock granted to the Company’s
officers, please disclose any potential conflict of interest that may arise from the existence
of a relationship between the amount of restricted stock granted to officers of the Company
and the number of shares sold below net asset value (“NAV”). If no such relationship exists,
please include language confirming that.

RESPONSE. In response to the Staff’s comment, the Company proposes to insert the following
language on page 25, following the final sentence of the first paragraph under the section titled
“Determination of Restricted Stock Awards”:

The amount of restricted stock awarded to each of our executive officers is unrelated to the number
of shares we may sell below net asset value. Restricted stock is issued to employees under our
Amended and Restated Equity Incentive Plan, pursuant to which we have reserved a total of 900,000
shares of common stock for issuance.

    6.

    With respect to the table on page 36 of the Proxy, such table listing (i) historical pricing
information for Triangle’s common stock and (ii) the historical sales prices of Triangle’s
common stock as percentages of NAV (the “NAV Percentage Table”), please disclose any
relationship between the discounts of low sales price to NAV during the first and second
quarters of fiscal year 2009 and the ability of the Company to sell its shares below NAV. If
no such relationship exists, please so state in your response to this comment.

RESPONSE. In response to the Staff’s comment, the Company does not believe a relationship
exists between the discount of low sales price to NAV and the Company’s ability to sell shares
below NAV.

    7.

    With respect to the proposal to approve the sale of the Company’s shares below NAV, please
add a table that includes information relating to any offering in which the Company’s shares
were offered below NAV, such table including (i) offering price, (ii) percent discount to NAV
and (iii) average percent discount of all issuances below NAV during Fiscal Year 2009. Please
use the most recent practicable NAV determination and condition presentation of results as
historic information that is not necessarily representative of future results for the Company.

RESPONSE. In response to the Staff’s comment, the Company proposes to insert the requested
information immediately after the final paragraph on page 36 under the section
titled “Reasons to Offer Common Stock Below Net Asset Value,” in the manner set forth below:

March 24, 2010

Page 4

     The following table summarizes certain information regarding our three public offerings of our
common stock which were completed in 2009, two of which were priced below net asset value per share
and one of which was priced above net asset value per share. This information is historic in
nature and cannot be relied upon as a representation of what will happen if we conduct offerings in
the future.

    April 2009

    August 2009

    December 2009

    Net Asset Value (“NAV”) per share
prior to offering

    $
    12.46
    (1)

    $
    11.31
    (2)

    $
    10.52
    (3)

    Offering price per share to public

    $
    10.75

    $
    10.42

    $
    12.00

    Proceeds per share to Company(4)

    $
    10.21

    $
    9.90

    $
    11.40

    Shares issued in offering(5)

    1,280,000

    1,495,000

    1,794,000

    Shares outstanding after offering

    8,332,942

    9,827,942

    11,702,511

    Premium (Discount) of offering
price per share to NAV per share

    (13.7
    %)

    (7.9
    %)

    14.1
    %

    Accretive (dilutive) impact of
offering on NAV per share(6)

    (3.3
    %)

    (2.1
    %)

    1.2
    %

    Weighted average discount of
offering price per share to NAV
per share for offerings below
NAV(7)

    (10.6
    %)

    Weighted average discount of
offering price per share to NAV
per share for all offerings(8)

    (0.9
    %)

    (1)

    NAV per share as of March 31, 2009.

    (2)

    NAV per share as of June 30, 2009.

    (3)

    NAV per share as of September 30, 2009, as adjusted for the issuance of 80,569 shares of our
common stock on October 22, 2009 in connection with our Dividend Reinvestment Plan.

    (4)

    Net of underwriters’ discounts.

    (5)

    Includes exercise of underwriters’ over-allotment option.

    (6)

    Impact of offering on NAV per share is determined by dividing the change in NAV per share
resulting from each offering by the NAV per share prior to each offering.

    (7)

    Includes discounts for the April 2009 and August 2009 offerings, which were offered at a
price below NAV.

    (8)

    Includes discounts and premium for all three 2009 offerings.

    8.

    In connection with the proposal to sell shares below NAV, on page 37 of the Proxy under the
section titled “Key Stockholder Considerations,” please disclose the Company’s belief as to
whether the discounts of the Company’s shares in the marketplace will be prolonged by
continuing to sell the Company’s shares below NAV.

RESPONSE. In response to the Staff’s comment, the Company proposes to insert the following
language on page 37, following the final sentence of the third paragraph under the section titled
“Key Stockholder Considerations.”

In the event we were to continue to sell our common stock at prices below net value for sustained
periods of time, such offerings may result in sustained discounts in the marketplace.

March 24, 2010

Page 5

    9.

    On page 38 of the Proxy, with respect to the table under the section titled “Examples of
Dilutive Effect of the Issuance of Shares Below Net Asset Value,” please confirm that any
revisions from last year’s numbers listed in the previous year’s Proxy have been immaterial.

RESPONSE. The Company hereby confirms that, with respect to the table on page 38 of the
Proxy, only immaterial changes have been made from the numbers listed in the previous year’s Proxy
Statement.

     In response to the request contained in the Staff’s Comments, the Company hereby acknowledges
that:

    1.

    The Company is responsible for the adequacy and accuracy of the disclosure in the filings
with the Commission;

    2.

    The Staff comments or changes to disclosure in response to Staff comments in the filings
reviewed by the Staff do not foreclose the Commission from taking any action with respect to
such filings; and

    3.

    The Company may not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

     Please do not hesitate to contact me at 901-543-5979 if you have any questions or further
comments. Thank you in advance for your prompt attention to this matter.

Sincerely,

/s/ Sehrish Siddiqui

Sehrish Siddiqui

    cc:

    Steven C. Lilly (via email)

C. Robert Knox, Jr. (via email)

John A. Good, Esq. (via email)

CORRESP
1
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SEC Correspondence

    From:

    Humphreys, Robert C. [rhumphreys@bassberry.com]

    Sent:

    Wednesday, April 15, 2009 11:43 AM

    To:

    Rupert, Kevin C.

    Cc:

    Rob Knox; Good, John; cmacdonald@jonesday.com

    Subject:

    Triangle Capital Corporation

    Attachments:

    Pro Supp Disclosure (4-15-09). DOC

Kevin:

Per our discussion yesterday, please find attached our proposed revision of the disclosure in
Triangle Capital Corporation’s prospectus supplement regarding the 15% cumulative aggregate
dilution threshold. Please indicate that the attached is satisfactory from a disclosure
perspective. As discussed, we will file the attached as correspondence at the time of the 497
filing. As you know, we are looking forward to having the post effective amendment to Triangle’s
shelf registration statement declared effective by your team as soon as possible.

Best regards,

Rob

Robert
C. Humphreys

Bass,
Berry & Sims PLC

100 Peabody
Place,
Suite 900

Memphis, Tennessee 38103-3672

Direct Dial: 901.543.5910

Direct Fax: 866.899.9345

E-mail: rhumphreys@bassberry.com

To ensure compliance with requirements imposed by the IRS, we must inform you that, unless
specifically indicated
 otherwise, this message (including any attachments) was not intended or written to be used, and
cannot be used. by the addressee or any other person for the purpose of (A) avoiding U.S.
Tax-related penalties
or (B) promoting,
marketing or recommending to another party any
tax-related matter addressed herein.

Note:
This e-mail may contain PRIVILEGED and CONFIDENTIAL information and is intended only for the
use of the specific individual(s) to which it is
addressed. If you are not an intended
recipient of this e-mail, you are hereby notified that any
unauthorized use, dissemination or
copying of this e-mail or the information contained in it or attached to it is strictly
prohibited. If you have
received this e-mail in error, please delete it and immediately
notify the person named above
by reply
e-mail.  Thank you.

Attorneys at Law

Prospectus Supplement Disclosure:

We will not sell shares under this post-effective amendment to the registration statement of which
this prospectus supplement forms a part (the “current amendment”) if the cumulative dilution to the
Company’s NAV per share from offerings under the current amendment would exceed 15.0%. This will be
measured separately for each offering (starting with this offering) pursuant to the current
amendment by calculating the percentage dilution or accretion to aggregate NAV from each offering,
and then adding or subtracting, as the case may be, the individual dilution or accretion
percentages from each offering to arrive at a cumulative dilution percentage. For an illustration
of this limitation, we have provided the following examples:

First Offering Under the Current Amendment: For purposes of illustration only, assume that, at the
time of this offering, we have 7,000,000 shares outstanding and net assets of $91,000,000, yielding
an NAV per share of $13.00. If we then sell 2,100,000 newly issued shares of our common stock in
this offering at net proceeds to us of $9.00 per share (a 30.8% discount to NAV), immediately after
this offering we will have a total of 9,100,000 shares outstanding and net assets of $109,900,000,
yielding an NAV per share of $12.08, which represents dilution of 7.1% to our NAV. The following
table provides an illustration of this example:

    Prior to Sale Below

    NAV

    Following

    % Change /

    (First Offering)

    Sale

    Dilution

    Offering Price

    Price per Share to Public

    —

    $
    9.47

    —

    Net Proceeds per Share to Issuer

    —

    $
    9.00

    —

Decrease to NAV

    NAV

    $
    91,000,000

    $
    109,900,000

    Total Shares Outstanding

    7,000,000

    9,100,000

    30.0
    %

    NAV per Share

    $
    13.00

    $
    12.08

    (7.1)
    %

    Cumulative Dilution

    (7.1)
    %

Second Offering Under the Current Amendment: If, subsequent to this offering, we undertake one or
more additional offerings of our common stock to the public at a price below NAV pursuant to the
current amendment, we are required to ensure that each subsequent offering or offerings do not
cause our aggregate dilution to NAV to exceed 15.0%. For example, assume that, at the time of a
second offering, we have 9,100,000 shares outstanding and net assets of $122,850,000, yielding an
NAV per share of $13.50. If we then sell 3,000,000 newly issued shares of our common stock in the
second offering at net proceeds to us of $10.00 per share (a 25.9% discount to NAV), immediately
after the subsequent offering we will have a total of 12,100,000 shares outstanding and net assets
of $152,850,000, yielding an NAV per share of $12.63, which represents dilution from the second
offering of 6.4% to our NAV. After completion of the second offering, the aggregate dilution to our
NAV per share from the above two hypothetical offerings would be 13.5%, which would be less than
the 15.0% aggregate dilution limitation. The following table provides an illustration of this
second offering example:

    Prior to Sale Below

    NAV

    Following

    % Change /

    (Second Offering)

    Sale

    Dilution

    Offering Price

    Price per Share to Public

    —

    $
    10.53

    —

    Net Proceeds per Share to Issuer

    —

    $
    10.00

    —

Decrease to NAV

    NAV

    $
    122,850,000

    $
    152,850,000

    Total Shares Outstanding

    9,100,000

    12,100,000

    33.0
    %

    NAV per Share

    $
    13.50

    $
    12.63

    (6.4)
    %

    Cumulative Dilution

    (13.5)
    %

Third Offering Under the Current Amendment: If we undertake a third offering pursuant to the
current amendment, the dilution resulting from this offering could not exceed 1.5%. In this
example, assume that, at the time of a third offering, we have 12,100,000 shares outstanding and
net assets of $157,300,000, yielding an NAV per share of $13.00. Assuming net proceeds per share to
us of $10.00 per share, we could sell a maximum of 824,000 shares under a third offering
(representing dilution of 1.5%) before we would reach the 15.0% aggregate dilution limitation. In
order to resume sales below NAV, we would need to file another post effective amendment with the
SEC. If the staff of the SEC should declare that post effective amendment effective, we could
resume sales below NAV. If we file another post-effective amendment with the SEC, the 15.0%
threshold for any further offerings of our common stock we make at a price per share below NAV
would reset. The following table provides an illustration of this third offering example:

    Prior to Sale Below

    NAV

    Following

    % Change /

    (Third Offering)

    Sale

    Dilution

    Offering Price

    Price per Share to Public

    —

    $
    10.53

    —

    Net Proceeds per Share to Issuer

    —

    $
     10.00

    —

    Decrease to NAV

    NAV

    $
    157,300,000

    $
    165,540,000

    Total Shares Outstanding

                     12,100,000

                12,924,000

                 6.8
    %

    NAV per Share

    $
    13.00

    $
    12.81

                (1.5)
    %

    Cumulative Dilution

                (15.0)
    %

2

CORRESP
1
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S.E.C. CORRESPONDENCE

    3700 Glenwood Avenue, #530

Raleigh, NC 27612

April 15, 2009

Via EDGAR and FedEx

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4041

Attention: Valerie Lithotomos

    Re:

    Triangle Capital Corporation

Registration Statement on Form N-2, File No. 333-151930

     On behalf of Triangle Capital Corporation (the “Registrant”) and pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the
effective date of the Registration Statement to 9:00 a.m. Eastern Time on Thursday, April 16, 2009,
or as soon thereafter as is practicable.

     The disclosure in the referenced filing is the responsibility of the Registrant. The
Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should
the Commission, or the staff acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing, and the
Registrant represents that it will not assert staff comments or the action of the staff to declare
the filing effective as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

     The Registrant further acknowledges that the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

     Should you have any questions concerning this request, please contact me at (919) 719-4770 or,
our counsel, Robert C. Humphreys at Bass, Berry & Sims PLC at (901) 543-5910.

    Sincerely,

    TRIANGLE CAPITAL CORPORATION

    By:

    /s/ Garland S. Tucker, III

    Name:

    Garland S. Tucker, III

    Title:

    President and Chief Executive Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

							December 18, 2006
Mr. Steven C. Lilly
Triangle Capital Partners, LLC
3600 Glenwood Avenue, Suite 104
Raleigh, North Carolina 27612

	Re:	Triangle Capital Corporation
		File Nos. 333-138418 and 814-733

Dear Mr. Lilly:

	We have reviewed the registration statement on Form N-2 for
Triangle Capital Corporation ("Fund") filed with the Commission on
November 3, 2006.  We have the following comments.

Prospectus

Cover

      Please disclose prominently that the Fund`s securities have
no
history of public trading.  See Item 1.1.i. of Form N-2.

      Please disclose that an investment in the Fund presents a
heightened risk of total loss of investment and make prominent the
disclosure that the Fund is subject to special risks.  See Item
1.1.j. of Form N-2.

      The disclosure indicates that the Fund will not become a
business development company ("BDC") until completion of this
offering.  The Fund, however, became a BDC, subject to the
requirements of the Investment Company Act of 1940 (the "Act"), at
the time it filed its Form N-54A.  Please revise the applicable
disclosure accordingly and confirm that the Fund is in compliance
with the applicable provisions of the Act, including currently
operating as a BDC.  Also, please note that the Fund is now
subject
to the reporting requirements of the Securities Exchange Act of
1934,
and must be compliant within 60 days of the date of filing its
Form
8-A12B.

Table of Contents

	Please delete the last sentence of the paragraph immediately
following the table of contents, or disclose that the Fund will
update the disclosure for material changes.

Summary

	It appears that the word "we", as used in the disclosure,
applies to at least three different entities; the term "the fund"
applies to at least two.  Please provide specific definitions of
these terms when first used and ensure consistent usage throughout
the registration statement.

      The descriptions of the formation transactions are vague and
confusing.  Please revise all descriptions of these transactions
in
plain English.  Please note that the staff may have additional
comments regarding the nature and propriety of the formation
transactions upon review of the revised disclosure.

	Please explain to the staff why Triangle Mezzanine Fund did
not
register as an investment company prior to filing its Form N-54A.
If
you believe Triangle Mezzanine Fund did not fall within the ambit
of
the Act, please explain why.

	Please disclose the exemptive relief the Fund intends to seek
from the Commission. Please explain to us the legal bases for
relief.

	Please define and briefly explain the acronym "EBITDA" in
plain
English.

Our Market Opportunity

	Please disclose the date to which the Dunn and Bradstreet
data
disclosed in this section relate.

Our Business Strategy

	Since the Fund is non-diversified, please revise the
paragraph
"Maintaining Portfolio Diversification."

Our Investment Portfolio

	Please state that the data in this section has not been
audited.

	Please inform us how the portfolio yield has been calculated,
i.e., by the SEC method, or otherwise.

	Please include in the table of portfolio holdings a column
disclosing the current fair value of each holding.

	Please disclose in the paragraph preceding the table of
portfolio holdings that there is no assurance that the portfolio
yield will remain at its current level.

	Please clarify whether the PIK interest is securities of the
same type, by the same issuer, or otherwise.

Formation Transactions

      Why will the Fund use only "a portion of the net proceeds of
the offering" to make new investments?  What amount of the
offering
proceeds will be used to make new investments?  For what purposes
will the rest of the offering proceeds be used?

	The disclosure in this section indicates that limited
partners
of the Fund will receive shares of common stock with a value
(based
on the public offering price per share in this offering) equal to
at
least $21,500,000.  Please clarify how the shares the limited
partners will receive will be valued: will the public offering
price
equal the value, or will the value be a function of the public
offering price?

	Please describe in more detail TML`s "20% carried interest."
The financial statements do not indicate such a contribution by
TML
to the Fund`s capital.  Why will the members of TML receive stock
with an aggregate value of $7,500,000?

	It appears that you believe that the transfers of Fund shares
to
TML`s members and the former limited partners of the Triangle
Mezzanine Fund are not transactions with affiliated persons of the
Fund, subject to Section 57 of the Investment Company Act of 1940.
If so, please inform us of the legal support for your position.

The Offering

	It appears from the disclosure regarding use of the proceeds
of
the offering that the Fund will receive the proceeds of the
offering
and will invest them through a subsidiary that is not wholly owned
by
the Fund.  Accordingly, please inform us whether the registrant is
relying on the exemption from Section 12(d) (1) (a) and (c) of the
Act provided by Rule 60a-1 under the Act, and if so, how the
reliance
can be successful when the subsidiary in question is not wholly
owned.

Selected Financial and Other Data

	Please add a line item to this table disclosing expense
ratios.

Fees and Expenses

	Please move the Fee table and Example to precede the Selected
Financial Data on the previous two pages.  See General Instruction
1
to Parts A and B of Form N-2.

      Please remove the footnotes from between the Fee Table and
Example and insert them immediately after the Example.

      Please include the line item for dividend reinvestment plan
expenses in Stockholder Transaction Expenses, rather than Annual
Expenses.  See Form N-2, Item 3.

      If the Fund intends to increase its use of leverage
subsequent
to the conclusion of this offering, please disclose in the fee
table
the resulting increase in expenses to be borne by the Fund`s
shareholders.  Also, please delete the word "may" from footnote 6,
and state that the Fund will borrow to leverage.

      Please confirm that no fees will be paid to the underwriters
other than those referenced in footnote one to the fee table.

      Please note that the staff anticipates providing additional
comments pertaining to the Fund`s financial statements under
separate
cover.

Risk Factors

      Please identify the entity which will assist the board in
determining the fair value of the Fund`s investments.  Please
disclose that the determination of fair value, and thus the amount
of
unrealized losses the Fund may incur in any year, is to a degree
subjective. Please also disclose any conflicts of interest
attendant
with the fair valuation process.

      Please explain how the Fund will be able to issue $124.4
million in debentures and simultaneously meet the asset-coverage
requirements of the Act.  Also, please inform us whether the
applicable SBA regulations contain asset coverage requirements
and,
if so, how the registrant will comply with them.

      With respect to the chart illustrating the effect of
leverage
on investment returns, please disclose the interest rate on
borrowed
funds assumed.

	Provisions of the Maryland General Corporation Law and our
articles of incorporation and bylaws could deter takeover attempts
and have an adverse impact on the price of our common stock

      Please disclose under what conditions the Board of Directors
may authorize issuance of shares of stock without shareholder
action,
and describe what findings, if any, the Board of Directors must
make
before issuance.

      It appears to us that the effect of each of the Maryland
Business Combination Act and the Maryland Control Share
Acquisition
Act is inconsistent with the requirements of Section 18(i) of the
Act.  In your response letter, the Fund should undertake to notify
the SEC`s staff before altering any of its resolutions or bylaws
in
such a manner so as to subject the Fund to either the Maryland
Business Combination Act or the Maryland Control Share Acquisition
Act.  Also in your response letter, the Fund should undertake to
file
a current report on Form 8-K with the SEC after Board approval,
but
prior to the

effective date, of any such change to its resolutions or bylaws.

Forward-Looking Statements

      This section attempts to limit liability for forward-looking
statements.    Statements relating to investment companies
(including
business development companies) and statements made in connection
with initial public offerings are excluded from the safe harbor
for
forward-looking statements.  See Section 21E (b) (2) (B) & (D)

of the Securities Exchange Act of 1934.  Please revise the
disclosure
accordingly.

Managerial Assistance to Portfolio Companies

      This paragraph states that the Fund or another person or
entity
will provide managerial assistance on behalf of the Fund to
portfolio
companies that request assistance.  Please disclose the identities
of
all potential providers of managerial assistance to portfolio
companies.  Please supplementally inform us whether the Fund or
portfolio companies will pay for managerial assistance provided to
portfolio companies.

Dividend Reinvestment Plan

      The third paragraph states that the dividend reinvestment
plan
will use primarily newly issued shares to implement the plan and
that
these shares will be issued at the market price per share.
Section
23(b) of the Act provides that closed-end funds may not issue
shares
below net asset value.  Please explain to us how the Fund will
issue
shares to stockholders if the market price is below the Fund`s net
asset value.

Control Share Acquisitions

      The first sentence of the fourth paragraph states that, if
the
voting rights are not approved or the acquiring person does not
deliver an acquiring person statement, then the corporation may
repurchase for fair value any or all of the control shares, except
those for which voting rights have been previously approved.
Please
explain how this provision is consistent with Section 23(c) of the
Investment Company Act.

Formation; Business Development Company and Regulated Investment
Company Elections

	Please disclose the status of the Fund`s request for the
written
consent of the SBA regarding the formation transactions.  What
will
happen if the SBA does not consent to the transactions?  Please
disclose all attendant risks.

	Is Triangle Capital Partners a registered investment adviser?

	It appears from the disclosure in this section that a BDC is
issuing securities to affiliates to extinguish a liability.  Is
this
the case?  If so, how does this action comply with the
requirements
of Sections 23 and 63 of the Act?

	Please explain to us why you believe that the payment of an
intra-company management fee may be permissible under the Act.

	Why will the partnership interests of the limited partners of
the fund be exchanged for stock with a value based on the offering
price, rather than the fair value of the interest acquired?

Selected Financial and Other Data

	This disclosure contains performance information for Triangle
Mezzanine Fund, an unregistered entity not subject to the
requirements of the Act.  Accordingly, it must be deleted unless
the
registrant can meet the conditions set forth in MassMutual
Institutional Funds (September 28, 1995).

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

	Much of the disclosure in this section relates to an entity
operating outside of the Commission`s regulatory scheme.  Please
review and revise this disclosure in light of the previous
comment.

General

	We note that portions of the filing are incomplete. We may
have
additional comments on such portions when you complete them in a
pre-
effective amendment, on disclosures made in response to this
letter,
on information supplied supplementally, or on exhibits added in
any
pre-effective amendments.  Please note that comments we give in
one
section apply to other sections in the filing that contain the
same
or similar disclosure.
      Please advise us if you have submitted or expect to submit
an
exemptive application (other than that disclosed in the
prospectus)
or no-action request in connection with your registration
statement.
      Response to this letter should be in the form of a pre-
effective amendment filed pursuant to Rule 472 under the
Securities
Act. Where no change will be made in the filing in response to a
comment, please indicate this fact in a supplemental letter and
briefly state the basis for your position.
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all

information investors require for an informed decision. Since the
Fund and its management are in possession of all facts relating to
the Fund`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
	Notwithstanding our comments, in the event the Fund 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 pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission 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 Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the Fund 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.
	Any questions you may have regarding the filing or this
letter
may be directed to me at 202.551.6965.

							Sincerely,

							Vincent J. Di Stefano
							Senior Counsel
7

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

From: Boehm, Steven

Sent: Monday, January 29, 2007 7:30 PM

To: ‘pfordter@sec.gov’; ‘rupertk@sec.gov’; ‘distefanov@sec.gov’

Subject: Triangle

Gentlemen:

Per my earlier email, attached please find a letter responding to the issues raised during our
discussion on Friday of the pending registration statement for Triangle Capital Corporation.

I look forward to discussing this matter with you at your earliest convenience.

Many thanks.

Steve

Steven B. Boehm

Sutherland Asbill & Brennan LLP

1275 Pennsylvania Avenue, NW

Washington, DC 20004

Steven.Boehm@sablaw.com

202.383.0176 phone

202.637.3593 fax

202.489.8607 cell

<<WO_689297_1.PDF>>

CIRCULAR 230 DISCLOSURE: To comply with Treasury
Department regulations, we inform you that, unless
otherwise expressly indicated, any tax advice contained in
this communication (including any attachments) is not
intended or written to be used, and cannot be used, for the
purpose of (i) avoiding penalties that may be imposed under
the Internal Revenue Code or any other applicable tax law,
or (ii) promoting, marketing or recommending to another
party any transaction, arrangement, or other matter.

The information contained in this message from Sutherland
Asbill & Brennan LLP and any attachments are confidential
and intended only for the named recipient(s). If you have
received this message in error, you are prohibited from
copying, distributing or using the information. Please
contact the sender immediately by return email and delete
the original message.

    1275 Pennsylvania Avenue, NW

    Washington, DC 20004-2415

202.383.0100

fax 202.637.3593

www.sablaw.com

STEVEN
B. BOEHM

DIRECT LINE: 202.383.0176

Internet: steven.boehm@sablaw.com

January 29, 2007

VIA EDGAR AND HAND DELIVERY

Richard Pfordte, Esq.

Mr. Kevin Rupert

Vincent Di Stefano, Esq.

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0504

         Re:

    Triangle Capital Corporation

    Registration Statement on Form N-2

    File No. 333-138418

Dear
Messrs. Pfordte, Rupert and Di Stefano:

     On January 26, 2006, we received additional comments from you by telephone on the
Registration Statement on Form N-2, File
No. 333-138418 (“Registration Statement”) for Triangle
Capital Corporation (the “Company” or the “BDC”). Set forth below are the Company’s responses to
your comments.

COMMENT 1: It appears that the Company is issuing the members of the general partner
(“GP”) of Triangle Mezzanine Fund, LLLP (the “SBIC”) $7.5M of the Company’s common stock as
compensation for their services. Explain why the issuance of the $7.5M of stock to the
members of the GP is not in violation of Section 23(a) of the Investment Company Act of 1940
(the “1940 Act”), as well as Section 23(b), as interpreted in the 1961 Release and the Big
Apple no action letter. Explain how the $7.5M valuation of the GP Interests was calculated.

RESPONSE: The proposed transaction does not violate Section 23(a) or (b), or any other
provision of the 1940 Act. In relevant part, Section 23(a) prohibits a closed-end investment
company (and, by reason of Section 63, a BDC) from issuing its securities for services, or for
property other than cash or securities, except in connection with a reorganization. In the
proposed transaction (the “Reorganization”), the Company will issue its securities to the
Limited Partners of the SBIC (the “LPs”) and the members of the GP to acquire 100% of the
outstanding equity interests in the ongoing business of the SBIC.

    Atlanta

§

    Austin

    §

    Houston

    §

    New York

    §

    Tallahassee

    §

    Washington, DC

Letter to SEC

January 29, 2007

Page 2 of 10

The Company is purchasing more than merely assets in the form of the SBIC and its
investment portfolio. It is acquiring an established and ongoing specialty finance
business, which includes an established and successful management team. That management
team built the SBIC’s infrastructure more than three years ago, identified and structured
the SBIC’s investments, will monitor those investments and work with the portfolio
companies to maximize the value of those investments, will determine when and under what
circumstances to dispose of those investments, and will make, manage and dispose of other
investments in the future. The GP also procured the valuable SBIC license, which enables
access to the SBA’s highly favorable leverage program, which license the Company will
effectively acquire in the Reorganization.

The terms of the Reorganization reflect an arm’s length transaction between sophisticated
parties — the GP on the one hand and the LPs (approximately 97.5% of the SBIC’s committed
capital comes from commercial banks) on the other. As with the sale of most businesses, the
sale of the SBIC will not occur at book value (or net asset value). Successful businesses
regularly sell at multiples, often significant multiples, of book value. These multiples
reflect the fact that the book value, which is approximately the liquidation value of the
SBIC’s assets, fails to adequately capture the value of a successful operating company as
an ongoing business. In this case, both immediately prior to and immediately after the
Company’s IPO, the value of the assets that the Company will hold (through its SBIC
subsidiary) will be approximately $22.744 million (per the 9/30/2006 audited balance
sheet). The proposed $15 per share IPO price will, however, value the Company at
approximately $28.75 million. This will reflect approximately a 1.26x multiple to book
value, which is somewhat lower than the multiples to book value that the market currently
assigns to other BDCs.

Investors in the Company might be willing to pay a 1.26x multiple to the net asset value for
any number of reasons. They are free to decide that is a reasonable amount to pay for the
anticipated periodic distributions from the Company, especially when combined with the
potential for gain embedded in the equity and equity-related securities held by the Company.
They may believe the Company’s strong management team will use the proceeds of the public
offering, as well as the SBA leverage available to the Company (through the SBIC), to make
other investments that also will provide debt and equity returns justifying a 1.26x multiple
to net asset value. And they may believe, based on trading patterns of comparable BDCs and
similar entities that trade at multiples in excess of 1.26x to net asset value, that
purchasing the Company’s shares at a 1.26x multiple to

Letter to SEC

January 29, 2007

Page 3 of 10

net asset value in the IPO will provide the opportunity for trading gains if in the future
the Company’s shares trade at a multiple of net asset value that is greater than
1.26x.1

There is no authority that prohibits the GP from receiving the shares proposed to be issued
to them in the Reorganization. The Commission first addressed the question of the sale of
common stock to the public at a price substantially in excess of a stock’s net asset value
in Investment Company Act of 1940 Release. No. 3187 (Feb. 8, 1961) (the “Release”). There,
the Commission was concerned that the higher offering price was “principally to benefit the
promoters by the resultant increase in the net asset value of their shares” from the IPO.
The Commission then added that “unless some other and more legitimate purpose . . . can be
shown . . . public offerings at such prices may not lawfully be made under the [1940 Act].”

In
Big Apple Capital
Corp.,2 the Staff applied the Release to a newly organized BDC selling
its shares to its organizers in contemplation of a public offering at a higher price per
share. Specifically, the promoters subscribed for 4,250,000 shares of the BDC’s common
stock at $0.05 per share. The purported purpose of their investment was to raise funds to
finance the Company’s organization and the SEC registration of the IPO. The sale to the
promoters was to be followed by a public offering of 4,000,000 shares at a price of $1.00
per share, a 2000% multiple to the price paid by the promoters. In that case, where the
only efforts of the promoters was to finance the organization of the BDC immediately prior
to its IPO, the Staff considered the private sales to violate various provisions of the
1940 Act.

We believe that Big Apple exemplifies the precise type of factual scenario anticipated, and
sought to be prohibited, by the Release. That scenario is clearly not analogous to the
present one. Rather, the circumstances of the Reorganization here are nearly directly
on-point with those of Enervest Capital, Incorporated3 There, the Staff took a
no-action position where an SBIC was to be taken public approximately three years after its
organization, at a time when its common stock was held by 36 shareholders. During the
period of its operation, the company made a number of investments as well as commitments to
provide additional capital. The shares of common stock of Enervest to

    1

    From an accounting standpoint in the N-2 filing, the Company made the decision to
provide prospective investors with audited financial statements for the SBIC as of and for the
period ended September 30, 2006. Within the scope of this audit was third party valuation
assistance provided by Duff & Phelps of 100% of our portfolio (17 companies as of September 30,
2006). The Company’s effort to present the highest quality financial and valuation information
possible compares favorably to the fact that a number of publicly held BDCs use no third-party
valuation assistance whatsoever. As a result, the Reorganization is different from other
transactions that the Staff might see on a more routine basis in that potential investors have
already been provided audited results in the N-2 filing for every period since the fund’s
inception.

    2

    Pub. avail. May 6, 1982.

    3

    Pub. avail. Feb. 18, 1981.

Letter to SEC

January 29, 2007

Page 4 of 10

be offered to the public were to be priced at between 150 and 300% of its then current net
asset value per share.

The facts surrounding our Reorganization are strikingly similar to those at issue in
Enervest. The Company has more than three years of operating history and, as of December
31, 2006, it has made 26 investments with a total cost basis of over $70 million, it has
already returned $5 million to its existing investors (representing 23.5% of their
committed capital), and it has a substantial pipeline of potential new investment
opportunities. The Reorganization has been approved by approximately 90% of the SBICs
existing LP interests, substantially all of which are sophisticated commercial banks, and
have a wealth of financial and other quantitative and qualitative information on which to
judge the merits of the proposed offering price for the ongoing business currently being
conducted by the SBIC and to be acquired by the Company.

It is instructive that the Enervest no-action letter request specifically discusses that
the Staff refused to permit that company to conduct an IPO at a multiple to net asset value
soon after it was formed, for precisely the reasons identified in Big Apple and the
Release. But, three years later — after Enervest had invested $918,000 in 11 companies and
made commitments of $710,000 to 4 additional companies — the Staff permitted Enervest to
conduct an IPO at a multiple to net asset value.

Moreover, several recently completed BDC IPOs reflected public offering prices in excess of
NAV and which, in fact, reflected multiples higher than those reflected in the Company’s
proposed offering. The offerings by Patriot Capital Funding, Inc. (“PCAP”) and Hercules
Technology Growth Capital, Inc. (“HTGC”), for example, are shown in the table
below.4

    PCAP

    HTGC

    TCAP

    Pre-

    Post

    Pre-

    Post

    Pre-

    Post

    Deal

    Deal

    Deal

    Deal

    Deai

    Deal

    NAV (Book equity)

    $
    28.433

    $
    117.753

    $
    41,440

    $
    112,650

    $
    22.744

    $
    70.099

    Shares outstanding

    3,848

    11,038

    3,802

    9,802

    1,917

    5,447

    NAV per share

    $
    7.39

    $
    10,67

    $
    10.90

    $
    11.49

    $
    11.87

    $
    12,87

    IPO Price per share

    $
    14.00

    $
    14,00

    $
    13,00

    $
    13,00

    $
    15.00

    $
    15.00

    Share price /NAV

    1.89
    x

    1.31
    x

    1.19
    x

    1.13
    x

    1.26
    x

    1.17
    x

    4

    In PCAP and HTGC offerings, the mid-point price on the front cover of the preliminary
prospectus was $15.00 per share, which would imply a larger Share Price / NAV multiple on a pre-deal basis.

Letter to SEC

January 29, 2007

Page 5 of 10

There is no basis for distinguishing the PCAP and HTGC offerings from the Company’s
proposed IPO for purposes of the issues raised here by the Staff.

Returning, then, to the Staffs concern under Section 23(a), the BDC is issuing shares to
the GP not for services, but instead as part of its acquisition of all outstanding equity
interests in the SBIC, including the GP’s interest in the SBIC. Under the current structure
of the SBIC, the LPs are, in effect, entitled to all of the SBIC’s distributions (after
payment of expenses and repayment of loans to the SBA) until they have received a return of
their invested capital, plus an amount equal to 7% per year on their invested capital (the
“Preferred Return”). Then, 100% of distributions are paid to the GP until it receives 25%
of amounts distributed pursuant to the Preferred Return. Thereafter, distributions from the
SBIC are split so that 80% is paid to the LPs, and 20% is paid to the GP. The GP’s right to
these payments is referred to as its “carried interest.”

Economically and practically, in order for the Company to acquire the entire interest in
the SBIC, it must acquire the economic interest of both the LPs and of the GPs. Valuing
these interests is, of course, not an exact science. The GP valued these interests by first
determining a going concern value for the SBIC as a whole, and then allocating an
appropriate portion of that total value to the LPs and the GP in accordance with their
respective economic interests in the SBIC. A summary of the GP’s allocations in this regard
are included in Appendix A, and these allocations were approved by approximately 90% of the
LP interests in the SBIC.

Accordingly, the amount being paid to the GP ($7.5M) represents the value of the GP
interests in the SBIC based on the present value of the future profits, cash flows and
other distributions that the GP are contractually entitled to and are giving up in agreeing
to the transaction (taking into account the increasing value of the interests over time,
decreasing discount rates over time, “value added” by the GP, and the fair market value of
the GP carried interest).

Section 23(a) permits a BDC to issue shares for other securities or property. We believe
that the BDC purchase of the GP’s carried interest — i.e., a contractual right to receive
future payments — is the purchase of a “security” for
which the Company can issue its shares within the meaning of
Section 23(a). Moreover, that provision permits a BDC to issue shares for property, even if that property is not cash or a security, if the shares are
issued in connection with a reorganization. In this case, that is precisely what has
happened. Pursuant to the Reorganization, the existing Limited Partners and the GP of the
SBIC will receive shares of the Company, and the SBIC will become wholly owned by the
Company. Regardless of whether the carried interest is a security, the carried interest
certainly is property — it is a contractual interest in the SBIC’s profits and cash flows
fully reflected in the limited partnership agreement of the SBIC. The fact that this right
may not be listed as an asse

CORRESP
1
filename1.htm

Triangle Capital Corporation

Triangle Capital Corporation

3600 Glenwood Avenue, Suite 104

Raleigh, North Carolina 27612

February 13, 2007

VIA EDGAR

Mr. Vincent J. Di Stefano, Senior Counsel

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

         Re:

    Triangle Capital Corporation

Registration Statement on Form N-2

File No. 333-138418

Dear Mr. Di Stefano:

     On behalf of Triangle Capital Corporation (the “Registrant”) and pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the
effective date of the Registration Statement, to 3:00 p.m., Eastern
Standard Time, on Tuesday
February 13, 2007, or as soon thereafter as is practicable.

     The disclosure in the referenced filing is the responsibility of the Registrant. The
Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should
the Commission, or the staff acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing, and the
Registrant represents that it will not assert staff comments or the action of the staff to declare
the filing effective as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

     The Registrant further acknowledges that the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

     Should you have any questions concerning this request, please contact me at (919) 719-4770 or,
our counsel, Robert C. Humphreys at Bass, Berry & Sims PLC at (901) 543-5910.

    Sincerely,

TRIANGLE CAPITAL CORPORATION

    By:
    /s/ Garland S. Tucker, III

    Name:
    Garland S. Tucker, III

    Title:
    President and Chief Executive Officer

CORRESP
1
filename1.htm

Triangle Capital Corporation

MORGAN KEEGAN & COMPANY, INC.

50 North Front Street

Memphis, Tennessee 38103

February 8, 2007

EDGAR FILING

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Request for Acceleration

    Triangle Capital Corporation

    Registration Statement on Form N-2

    1933 Act File No. 333-138418; 1940 Act File No. 814-00733

Dear Sir or Madam:

     As principal underwriter for Triangle Capital Corporation (the “Fund”), the undersigned hereby
requests, pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended (“1933
Act”), that effectiveness under the 1933 Act of the Fund’s registration statement on Form N-2 be
accelerated to 9 a.m. EST on February 14, 2007. The undersigned is aware of its obligations under
the 1933 Act.

    Sincerely,

    /s/ Larry M. Herman

    Name:
    Larry M. Herman

    Title:
    Senior Vice President

CORRESP
1
filename1.htm

Triangle Capital Corporation

Triangle Capital Corporation

3600 Glenwood Avenue, Suite 104

Raleigh, North Carolina 27612

February 9, 2007

VIA EDGAR AND FEDEX

Mr. Vincent J. Di Stefano, Senior Counsel

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

         Re:

    Triangle Capital Corporation

Registration Statement on Form N-2

File No. 333-138418

Dear Mr. Di Stefano:

     On behalf of Triangle Capital Corporation (the “Registrant”) and pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the
effective date of the Registration Statement, to 9:00 a.m., Eastern Daylight Time, on Wednesday
February 14, 2007, or as soon thereafter as is practicable.

     The disclosure in the referenced filing is the responsibility of the Registrant. The
Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should
the Commission, or the staff acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing, and the
Registrant represents that it will not assert staff comments or the action of the staff to declare
the filing effective as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

     The Registrant further acknowledges that the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

     Should you have any questions concerning this request, please contact me at (919) 719-4770 or,
our counsel, Robert C. Humphreys at Bass, Berry & Sims PLC at (901) 543-5910.

    Sincerely,

TRIANGLE CAPITAL CORPORATION

    By:
    /s/ Garland S. Tucker, III

    Name:
    Garland S. Tucker, III

    Title:
    President and Chief Executive Officer

CORRESP
1
filename1.htm

SEC Corresp

STEVEN B. BOEHM

DIRECT LINE: 202-383-0176

Internet: steven.boehm@sablaw.com

January 29, 2007

VIA EDGAR AND HAND DELIVERY

Richard Pfordte, Esq.

Mr. Kevin Rupert

Vincent Di Stefano, Esq.

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0504

    Re:

    Triangle Capital Corporation

Registration Statement on Form N-2

File No. 333-138418

Dear Messrs. Pfordte, Rupert and Di Stefano:

     On January 26, 2006, we received additional comments from you by telephone on the Registration
Statement on Form N-2, File No. 333-138418 (“Registration Statement”) for Triangle Capital
Corporation (the “Company” or the “BDC”). Set forth below are the Company’s responses to your
comments.

COMMENT 1: It appears that the Company is issuing the members of the general partner
(“GP”) of Triangle Mezzanine Fund, LLLP (the “SBIC”) $7.5M of the Company’s common stock as
compensation for their services. Explain why the issuance of the $7.5M of stock to the
members of the GP is not in violation of Section 23(a) of the Investment Company Act of 1940
(the “1940 Act”), as well as Section 23(b), as interpreted in the 1961 Release and the Big
Apple no action letter. Explain how the $7.5M valuation of the GP Interests was calculated.

RESPONSE: The proposed transaction does not violate Section 23(a) or (b), or any other
provision of the 1940 Act. In relevant part, Section 23(a) prohibits a closed-end investment
company (and, by reason of Section 63, a BDC) from issuing its securities for services, or for
property other than cash or securities, except in connection with a reorganization. In the
proposed transaction (the “Reorganization”), the Company will issue its securities to the
Limited Partners of the SBIC (the “LPs”) and the members of the GP to acquire 100% of the
outstanding equity interests in the ongoing business of the SBIC.

Letter to SEC

January 29, 2007

Page 2 of 10

The Company is purchasing more than merely assets in the form of the SBIC and its investment
portfolio. It is acquiring an established and ongoing specialty finance business, which
includes an established and successful management team. That management team built the
SBIC’s infrastructure more than three years ago, identified and structured the SBIC’s
investments, will monitor those investments and work with the portfolio companies to
maximize the value of those investments, will determine when and under what circumstances to
dispose of those investments, and will make, manage and dispose of other investments in the
future. The GP also procured the valuable SBIC license, which enables access to the SBA’s
highly favorable leverage program, which license the Company will effectively acquire in the
Reorganization.

The terms of the Reorganization reflect an arm’s length transaction between sophisticated
parties — the GP on the one hand and the LPs (approximately 97.5% of the SBIC’s committed
capital comes from commercial banks) on the other. As with the sale of most businesses, the
sale of the SBIC will not occur at book value (or net asset value). Successful businesses
regularly sell at multiples, often significant multiples, of book value. These multiples
reflect the fact that the book value, which is approximately the liquidation value of the
SBIC’s assets, fails to adequately capture the value of a successful operating company as an
ongoing business. In this case, both immediately prior to and immediately after the
Company’s IPO, the value of the assets that the Company will hold (through its SBIC
subsidiary) will be approximately $22.744 million (per the 9/30/2006 audited balance sheet).
The proposed $15 per share IPO price will, however, value the Company at approximately
$28.75 million. This will reflect approximately a 1.26x multiple to book value, which is
somewhat lower than the multiples to book value that the market currently assigns to other
BDCs.

Investors in the Company might be willing to pay a 1.26x multiple to the net asset value for
any number of reasons. They are free to decide that is a reasonable amount to pay for the
anticipated periodic distributions from the Company, especially when combined with the
potential for gain embedded in the equity and equity-related securities held by the Company.
They may believe the Company’s strong management team will use the proceeds of the public
offering, as well as the SBA leverage available to the Company (through the SBIC), to make
other investments that also will provide debt and equity returns justifying a 1.26x multiple
to net asset value. And they may believe, based on trading patterns of comparable BDCs and
similar entities that trade at multiples in excess of 1.26x to net asset value, that
purchasing the Company’s shares at a 1.26x multiple to

Letter to SEC

January 29, 2007

Page 3 of 10

net asset value in the IPO will provide the opportunity for trading gains if in the future
the Company’s shares trade at a multiple of net asset value that is greater than
1.26x.1

There is no authority that prohibits the GP from receiving the shares proposed to be issued
to them in the Reorganization. The Commission first addressed the question of the sale of
common stock to the public at a price substantially in excess of a stock’s net asset value
in Investment Company Act of 1940 Release. No. 3187 (Feb. 8, 1961) (the “Release”). There,
the Commission was concerned that the higher offering price was “principally to benefit the
promoters by the resultant increase in the net asset value of their shares” from the IPO.
The Commission then added that “unless some other and more legitimate purpose . . . can be
shown . . . public offerings at such prices may not lawfully be made under the [1940 Act].”

In Big Apple Capital Corp.,2 the Staff applied the Release to a newly organized
BDC selling its shares to its organizers in contemplation of a public offering at a higher
price per share. Specifically, the promoters subscribed for 4,250,000 shares of the BDC’s
common stock at $0.05 per share. The purported purpose of their investment was to raise
funds to finance the Company’s organization and the SEC registration of the IPO. The sale
to the promoters was to be followed by a public offering of 4,000,000 shares at a price of
$1.00 per share, a 2000% multiple to the price paid by the promoters. In that case, where
the only efforts of the promoters was to finance the organization of the BDC immediately
prior to its IPO, the Staff considered the private sales to violate various provisions of
the 1940 Act.

We believe that Big Apple exemplifies the precise type of factual scenario anticipated, and
sought to be prohibited, by the Release. That scenario is clearly not analogous to the
present one. Rather, the circumstances of the Reorganization here are nearly directly
on-point with those of Enervest Capital, Incorporated.3 There, the Staff took a
no-action position where an SBIC was to be taken public approximately three years after its
organization, at a time when its common stock was held by 36 shareholders. During the
period of its operation, the company made a number of investments as well as commitments to
provide additional capital. The shares of common stock of Enervest to

    1

    From an accounting standpoint in the N-2
filing, the Company made the decision to provide prospective investors with
audited financial statements for the SBIC as of and for the period ended
September 30, 2006. Within the scope of this audit was third party valuation
assistance provided by Duff & Phelps of 100% of our portfolio (17 companies as
of September 30, 2006). The Company’s effort to present the highest
quality financial and valuation information possible compares favorably to the
fact that a number of publicly held BDCs use no third-party valuation
assistance whatsoever. As a result, the Reorganization is different from other
transactions that the Staff might see on a more routine basis in that potential
investors have already been provided audited results in the N-2 filing for
every period since the fund’s inception.

    2

    Pub. avail. May 6, 1982.

    3

    Pub. avail. Feb. 18, 1981.

Letter to SEC

January 29, 2007

Page 4 of 10

be offered to the public were to be priced at between 150 and 300% of its then current net
asset value per share.

The facts surrounding our Reorganization are strikingly similar to those at issue in
Enervest. The Company has more than three years of operating history and, as of December
31, 2006, it has made 26 investments with a total cost basis of over $70 million, it has
already returned $5 million to its existing investors (representing 23.5% of their committed
capital), and it has a substantial pipeline of potential new investment opportunities. The
Reorganization has been approved by approximately 90% of the SBIC’s existing LP interests,
substantially all of which are sophisticated commercial banks, and have a wealth of
financial and other quantitative and qualitative information on which to judge the merits of
the proposed offering price for the ongoing business currently being conducted by the SBIC
and to be acquired by the Company.

It is instructive that the Enervest no-action letter request specifically discusses that the
Staff refused to permit that company to conduct an IPO at a multiple to net asset value soon
after it was formed, for precisely the reasons identified in Big Apple and the Release.
But, three years later — after Enervest had invested $918,000 in 11 companies and made
commitments of $710,000 to 4 additional companies — the Staff permitted Enervest to conduct
an IPO at a multiple to net asset value.

Moreover, several recently completed BDC IPOs reflected public offering prices in excess of
NAV and which, in fact, reflected multiples higher than those reflected in the Company’s
proposed offering. The offerings by Patriot Capital Funding, Inc. (“PCAP”) and Hercules
Technology Growth Capital, Inc. (“HTGC”), for example, are shown in the table
below.4

    PCAP

    HTGC

    TCAP

    Pre-

    Post

    Pre-

    Post

    Pre-

    Post

    Deal

    Deal

    Deal

    Deal

    Deal

    Deal

    NAV (Book equity)

    $
    28,433

    $
    117,753

    $
    41,440

    $
    112,650

    $
    22,744

    $
    70,099

    Shares outstanding

    3,848

    11,038

    3,802

    9,802

    1,917

    5,447

    NAV per share

    $
    7.39

    $
    10.67

    $
    10.90

    $
    11.49

    $
    11.87

    $
    12.87

    IPO Price per share

    $
    14.00

    $
    14.00

    $
    13.00

    $
    13.00

    $
    15.00

    $
    15.00

    Share price / NAV

    1.89x

    1.31x

    1.19x

    1.13x

    1.26x

    1.17x

    4

    In PCAP and HTGC offerings, the mid-point
price on the front cover of the preliminary prospectus was $15.00 per share,
which would imply a larger Share Price / NAV multiple on a pre-deal basis.

Letter to SEC

January 29, 2007

Page 5 of 10

There is no basis for distinguishing the PCAP and HTGC offerings from the Company’s
proposed IPO for purposes of the issues raised here by the Staff.

Returning, then, to the Staff’s concern under Section 23(a), the BDC is issuing shares to
the GP not for services, but instead as part of its acquisition of all outstanding equity
interests in the SBIC, including the GP’s interest in the SBIC. Under the current structure
of the SBIC, the LPs are, in effect, entitled to all of the SBIC’s distributions (after
payment of expenses and repayment of loans to the SBA) until they have received a return of
their invested capital, plus an amount equal to 7% per year on their invested capital (the
“Preferred Return”). Then, 100% of distributions are paid to the GP until it receives 25%
of amounts distributed pursuant to the Preferred Return. Thereafter, distributions from the
SBIC are split so that 80% is paid to the LPs, and 20% is paid to the GP. The GP’s right to
these payments is referred to as its “carried interest.”

Economically and practically, in order for the Company to acquire the entire interest in the
SBIC, it must acquire the economic interest of both the LPs and of the GPs. Valuing these
interests is, of course, not an exact science. The GP valued these interests by first
determining a going concern value for the SBIC as a whole, and then allocating an
appropriate portion of that total value to the LPs and the GP in accordance with their
respective economic interests in the SBIC. A summary of the GP’s allocations in this regard
are included in Appendix A, and these allocations were approved by approximately 90% of the
LP interests in the SBIC.

Accordingly, the amount being paid to the GP ($7.5M) represents the value of the GP
interests in the SBIC based on the present value of the future profits, cash flows and other
distributions that the GP are contractually entitled to and are giving up in agreeing to the
transaction (taking into account the increasing value of the interests over time, decreasing
discount rates over time, “value added” by the GP, and the fair market value of the GP
carried interest).

Section 23(a) permits a BDC to issue shares for other securities or property. We believe
that the BDC purchase of the GP’s carried interest — i.e., a contractual right to receive
future payments — is the purchase of a “security” for which the Company can issue its
shares within the meaning of Section 23(a). Moreover, that provision permits a BDC to issue
shares for property, even if that property is not cash or a security, if the shares are
issued in connection with a reorganization. In this case, that is precisely what has
happened. Pursuant to the Reorganization, the existing Limited Partners and the GP of the
SBIC will receive shares of the Company, and the SBIC will become wholly owned by the
Company. Regardless of whether the carried interest is a security, the carried interest
certainly is property — it is a contractual interest in the SBIC’s profits and cash flows
fully reflected in the limited partnership agreement of the SBIC. The fact that this right
may not be listed as an asset on the GP’s balance sheet for purposes of financial reporting
is irrelevant — neither is internally generated intellectual property and goodwill, but
these clearly can represent valuable property interests.

Letter to SEC

January 29, 2007

Page 6 of 10

Most significantly, this is in effect the same issue the Staff already considered and
approved in Enervest and which did not seem to raise an issue in PCAP or HTGC. In that
case, management received compensation as part of the public offering proceeds for their
interests in the ongoing business enterprise. In addition, the economic result here is
substantially similar to the impact of the IPO on the respective promoters in the HTGC and
PCAP offerings. Section 23(a) was not in those instances deemed to be a barrier. It should
not be one here either.

With respect to Section 23(b), we do not believe that the issuance of shares to the GP in
connection with the Reorganization is inconsistent with that provision. First, the
Reorganization, including the issuance of the shares to the GP, was approved by
approximately 90% of the LP interests. More generally, there is no economic difference
between the issuance of stock to promoters at the outset of the operation of a private fund
that eventually goes public, and the issuance of stock in an IPO here, since in both cases
the promoter is realizing the value it created through its efforts to operate the private
fund successfully.

Traditional rights offerings by closed-end funds also reflect disparities between the NAV
and offering price. A typical formula in a rights offering is the weighted average of 95%
of the previous 5-day market prices, but not lower than NAV (which is why rights offers
typically occur only during periods when shares are trading at a premium to