SecProbe.io

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 S KADDEN , A RPS , S LATE , M EAGHER & F LOM
 LLP 320 SOUTH CANAL STREET
 CHICAGO, ILLINOIS 60606-5707
    
 TEL: (312) 407-0700
 FAX: (312) 407-0411
 www.skadden.com
 July 14, 2025

 FIRM/AFFILIATE
 OFFICES
    
 BOSTON HOUSTON
 LOS ANGELES NEW YORK
 PALO ALTO WASHINGTON, D.C.
 WILMINGTON
    
 ABU DHABI BEIJING
 BRUSSELS FRANKFURT
 HONG KONG LONDON
 MUNICH PARIS
 SÃO PAULO SEOUL
 SINGAPORE TOKYO
 TORONTO
 Tara Varghese David Manion
 United States Securities and Exchange Commission 100 F Street,
N.E. Washington, D.C. 20549

 Re:
 Crescent Capital BDC, Inc. –
        Registration Statement on
Form N-2 (File No. 333-281876)
 Ms. Varghese and Mr. Manion We are
in receipt of the telephonic comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) regarding Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-2 (the “Registration Statement”) of Crescent Capital BDC, Inc. (the “Company”) that was submitted to the SEC on June 6, 2025.
 The Company has considered your comments and authorized us to make on its behalf the responses discussed below. For ease of reference, your
comments are set forth below in bold font and are followed by the corresponding response. Changes to disclosure referenced below are
reflected in Pre-Effective Amendment No. 3 to the Registration Statement being filed by the Company today via EDGAR. We have included section headings where revised disclosure addressing a particular
comment may be found. Capitalized terms not otherwise defined in this response letter have the meaning given to them in the Registration
Statement. Disclosure Comments

 1.
 Please clarify the disclosure that the Company complies with the provisions of the 1940 Act governing
capital structure on an aggregate basis with any wholly owned subsidiary by specifically stating that on an aggregate basis, the Company will treat the debt of any such subsidiary as its own for 1940 Act purposes.
 The Company has added the requested disclosure.

 July 14, 2025
 Page 2

 2.
 With respect to Article IX of the Company’s Articles of Incorporation:

 (a)
 in addition to the current disclosure regarding the exclusive forum provisions with respect to the selection
of the Circuit Court for Baltimore City, Maryland as exclusive forum, please disclose in an appropriate location the risks that such provisions may limit shareholders’ ability to bring a claim in a more convenient or more favorable forum.
 The Company has added the requested disclosure.

 (b)
 In addition to the current disclosure regarding the exclusive forum provisions with respect to the selection
of the United States District Court for the District of Maryland, Baltimore Division as the exclusive forum if the Circuit Court for Baltimore City, Maryland does not have jurisdiction, please disclose in an appropriate location the risks that such
provisions may limit shareholders’ ability to bring a claim in a more convenient or more favorable forum. The
Company has added the requested disclosure.

 3.
 Please ensure that the Registration Statement is signed by the principal accounting officer of the Company.
 The Company confirms that its Chief Financial Officer is its principal accounting officer and has clarified the
signature page of the Registration Statement accordingly.

 4.
 Prior to requesting effectiveness of the Registration Statement, please include powers of attorney granted
as of a date within six months of the requested date of effectiveness for each signatory on whose behalf the Registration Statement is signed pursuant to a power of attorney.
 The Company has filed as an exhibit to Pre-Effective Amendment No. 3 to the Registration Statement
a power of attorney as of a date within six months of the date of filing. * * *

 July 14, 2025
 Page 3
 Please telephone me at
 312-407-0641 with any questions or comments you may have.

 Sincerely,

 /s/ Kevin T. Hardy

 cc:

 Crescent Capital BDC, Inc.

  Jason A. Breaux

  Gerhard Lombard

  George Hawley

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 S KADDEN , A RPS , S LATE , M EAGHER & F LOM
 LLP 320 SOUTH CANAL STREET
 CHICAGO, ILLINOIS 60606-5707
    
 TEL: (312) 407-0700
 FAX: (312) 407-0411
 www.skadden.com
 June 6, 2025

 FIRM/AFFILIATE
 OFFICES
    
 BOSTON HOUSTON
 LOS ANGELES NEW YORK
 PALO ALTO WASHINGTON, D.C.
 WILMINGTON
    
 ABU DHABI BEIJING
 BRUSSELS FRANKFURT
 HONG KONG LONDON
 MUNICH PARIS
 SÃO PAULO SEOUL
 SINGAPORE TOKYO
 TORONTO
 Kimberly Browning David Manion
 United States Securities and Exchange Commission 100 F
Street, N.E. Washington, D.C. 20549

 Re:
 Crescent Capital BDC, Inc. –
        Registration Statement on Form N-2
(File No. 333-281876) Ladies and Gentlemen:
 We are in receipt of the telephonic comments of the staff (the “Staff”) of the Securities and Exchange Commission (the
“SEC”) regarding Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (the “Registration Statement”) of Crescent Capital
BDC, Inc. (the “Company”) that was submitted to the SEC on February 3, 2025. The Company has considered your comments and
authorized us to make on its behalf the responses discussed below. For ease of reference, your comments are set forth below in bold font and are followed by the corresponding response.
 Changes to disclosure referenced below are reflected in Pre-Effective Amendment No. 2 to the
Registration Statement being filed by the Company today via EDGAR. We have included section headings where revised disclosure addressing a particular comment may be found.
 Capitalized terms not otherwise defined in this response letter have the meaning given to them in the Registration Statement.
 Accounting Comments

 1.
 Please ensure that the final prospectus includes all applicable hyperlinks.
 The Company has revised the prospectus to include all applicable hyperlinks.

 June 6, 2025
 Page 2

 2.
 Please update financial information throughout the prospectus to reflect December 31, 2024 information,
as reflected in the Company’s 10-K. The Company has revised the
prospectus to reflect December 31, 2024 and March 31, 2025 financial information, as reflected in the Company’s most recent 10-K and 10-Q, as applicable.

 3.
 Under the heading “Fees and Expenses”:

 (a)
 “Other Expenses” do not appear to include income tax and/or excise tax expense. Please
explain where income tax (and/or excise tax if applicable) is reflected in the fee table. The Fee and Expense table
has been revised to include income and excise tax in “Other Expenses.”

 (b)
 Footnote 9 refers to the six months ended September 30, 2024. Please advise if that
should be nine months. The Fees and Expense table has been updated to reflect information through March 31,
2025 and the footnote has been updated accordingly.

 (c)
 In footnote 10, please confirm that Acquired Fund Fees and Expenses does not include expenses of wholly
owned subsidiaries of the Fund. The Fund confirms that Acquired Fund Fees and Expenses do not include expenses of
wholly owned subsidiaries of the Fund. Such expenses are included in “Other Expenses.”

 4.
 Under the heading “Risk Factors—Our strategy involves a high degree of leverage. We intend to
continue to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and increases the risk of investing in us. The risks of investment in a highly leveraged fund include volatility and
possible distribution restrictions,” the lead in to the tabular presentation refers to “hypothetical annual returns on our portfolio of minus 15% to plus 15%,” however the tabular presentation includes hypothetical annual returns of
minus 10% to plus 10%. Please revise.

 June 6, 2025
 Page 3
 The Company has revised the lead in to the tabular presentation to refer to hypothetical
annual returns of minus 10% to plus 10%. Disclosure Comments

 5.
 In disclosing that the Company complies with the provisions of the 1940 Act governing capital structure on
an aggregate basis with any wholly owned subsidiary, please specifically mention the treatment of the debt of any such subsidiary.
 The Company has added the requested disclosure.

 6.
 With respect to Article IX of the Company’s Articles of Incorporation:

 (a)
 please disclose in an appropriate location the risks associated with the exclusive forum provisions with
respect to the selection of the Circuit Court for Baltimore City, Maryland as exclusive forum, and that such provisions do not apply to the claims under the federal securities laws.
 The Company has added disclosure regarding the risks associated with the selection of the Circuit Court for Baltimore City, Maryland as
exclusive forum and that the Company has been advised that it is the view of the Staff of the Securities and Exchange Commission that such provisions do not apply to claims under the federal securities laws.

 (b)
 please disclose in an appropriate location the risks associated with the exclusive forum provisions with
respect to the selection of the United States District Court for the District of Maryland, Baltimore Division as the exclusive forum if the Circuit Court for Baltimore City, Maryland does not have jurisdiction, and that there is a question as to
enforceability of such provision with respect to claims under the Securities Act of 1933 and the Investment Company Act of 1940, which provide for concurrent federal- and state-court jurisdiction.
 The Fund has added the requested disclosure.

 June 6, 2025
 Page 4

 7.
 Under the heading “Prospectus Summary—Risk Factors—Risks Relating to Our Common Stock,”
the third to last bullet point states that [p]rovisions of the Maryland General Corporation Law and of our Articles of Amendment and Restatement, as amended (the “Charter”), and Amended and Restated Bylaws, as amended (the
“Bylaws”) could deter takeover attempts and have an adverse effect on the price of our common stock.” However, disclosure elsewhere clarifies that the Company has opted out of the Maryland Control Share Acquisition Act. Please
clarify. The reference in the third to last bullet point to provisions that could defer takeover attempts was not
intended to refer solely to the Maryland Control Share Acquisition Act, but instead is intended to refer generally to any provisions that could have such an effect, The Company has added a cross reference to the bullet point, to see
“Description of Securities—Provisions of the Maryland General Corporation Law and the Charter and Bylaws.”

 8.
 Under the heading “Fees and Expenses,” in footnote 3, please clarify the statement that
“[t]he plan administrator’s fees under the plan are paid by us” to make clear that such expenses are ultimately born by common shareholders. Make conforming changes elsewhere that fees paid by the Company are discussed.
 The Company has revised the disclosure as requested.
 * * *

 June 6, 2025
 Page 5
 Please telephone me at
 312-407-0641 with any questions or comments you may have.

 Sincerely,

 /s/ Kevin T. Hardy

 cc:

 Crescent Capital BDC, Inc.

  Jason A. Breaux

  Gerhard Lombard

  George Hawley

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 Crescent Capital BDC, Inc.

11100 Santa Monica Blvd., Suite 2000

Los Angeles, CA 90025

 August 23, 2024

U.S. Securities and Exchange Commission

 100 F Street N.E.

Washington DC 20549

 Attn: David Manion

RE: Crescent Capital BDC, Inc. (814-01132)

Ladies and Gentlemen:

 Thank you for your
telephonic comments received July 26, 2024 concerning the Annual Report On Form 10-K of Crescent Capital BDC, Inc. (814-01132) (the “Company”) for the
fiscal year ended December 31, 2023. For ease of reference, we have summarized your comments below followed by our responses.

 Comment 1: Discuss
in correspondence how the Company accounts for the unfunded commitments (i.e., are unfunded commitments presented on a gross or net basis within the statement of assets and liabilities). In future reports, disclose the amount of the unrealized
appreciation or depreciation of unfunded commitments.

 Response: The Company respectively submits that amount of depreciation
attributable to the unfunded commitment is included in the estimation of the fair value of the Company’s investments. Further, the amount of appreciation or depreciation on each unfunded commitment is disclosed on the Consolidated Schedule of
Investments. More generally, the Company’s exposure to unfunded commitments is disclosed in the financial statements as required under ASC 946 and Regulation S-X.

Note 8 to the financial statements discloses each portfolio position that involves an unfunded commitment in addition to the commitment
expiration date and the gross amount of the unfunded commitment, which is the amount of the total commitment pursuant to such portfolio position less the amount of the funded commitment, if any. We do not believe that added fair value disclosure in
Note 8 would be helpful to a reader, given that the primary objective is to provide information about the total level of exposure to unfunded commitments, and the duration of each exposure.

Furthermore, the Company confirms that it monitors its exposure to unfunded commitments as disclosed under “Item 7. Management’s
Discussion And Analysis Of Financial Condition And Results Of Operations—Financial Condition, Liquidity And Capital Resources.

 U.S. Securities and Exchange Commission

August 23, 2024

 Page 2

 The Company respectfully submits that further disclosure regarding the Company’s
unfunded commitments is neither required by U.S. Generally Accepted Accounting Principles nor necessary to facilitate a reader’s understanding of the information set forth in Note 8.

Comment 2: The Company discloses the volume of its exposure to derivatives (i.e. forwards). Disclose what the frequency of the measurement is – i.e.
daily, quarterly, monthly.

 Response: The Company discloses the volume of its exposure to derivatives under Note 7 of the
financial statements, which is measured on a daily weighted average basis.

 The Company will revise this disclosure, beginning in its next 10-Q filing as follows:

 “During the [x] months ended [x], 2024 and 2023, the Company’s average
USD notional exposure, calculated daily on a weighted average based on the duration of each forward contract, of foreign currency forward contracts was [$x] and [$y], respectively.”

Comment 3: The Company discloses First Eagle Logan JV, LLC as an unconsolidated subsidiary. Please confirm in correspondence that the Company is monitoring
compliance with Reg S-X 1.01(w)(2), including the Reg S-X 3-09 and Reg S-X 4-08(g) tests. In future reports, disclose the ownership percentage that the Company owns of First Eagle Logan JV.

Response: The Company confirms that it monitors compliance with Reg S-X 1.01(w)(2), including
the Reg S-X 3-09 and Reg S-X 4-08(g) tests, at least quarterly using the most recently
available financial information it has access to for each portfolio company investment, including First Eagle Logan JV, LLC.

 In the
Company’s 10-Q for the periods ended June 30, 2024, the Company disclosed in Note 3 to the Financial Statements its 80% ownership of First Logan JV, LLC and confirms that it will continue to do so in
future reports.

 Comment 4: The Company’s schedule of investments includes a footnote indicating the Company’s “Investment is not
redeemable” with respect to Freeport Financial SBIC Fund LP. Please discuss in correspondence the meaning of this designation and in future financial statements please include additional disclosure so that a shareholder can understand this
designation more clearly.

 Response: The footnote is included to clarify that the Company’s capital contributions to
Freeport Financial SBIC Fund LP are subject to customary restrictions on withdrawal and would instead generally be distributed to the Company only upon monetization by Freeport Financial SBIC Fund LP of its underlying portfolio assets.

The Company will revise this footnote in future reports to state “Capital contributed to this investment is subject to restrictions on
withdrawal.”

 U.S. Securities and Exchange Commission

August 23, 2024

 Page 3

 Comment 5: The Adviser has voluntarily waived its right to receive management fees and income incentive
fees on the Company’s investments in GACP II LP, WhiteHawk III Onshore Fund LP and Freeport Financial SBIC Fund LP. WhiteHawk III Onshore Fund LP and GACP II LP are identified as non-control affiliates.
Please discuss in correspondence the relationship of these investments to the Company. Are they just portfolio companies or are there other relationships. – i.e. does the affiliation arise only because the Company holds greater than 5% of these
entities? Please include any other information relevant to whether these entities are affiliates of the Company under the Investment Company Act of 1940 and U.S. GAAP.

Response: The Company’s investments in GACP II LP, WhiteHawk III Onshore Fund LP and Freeport Financial SBIC Fund LP represent
approximately 7.78%, 2.82% and 1.61% of those respective entities. In each case, these investments are investments in third-party managed comingled funds. The Adviser has voluntarily waived its right to receive management fees and income incentive
fees because as an investor in these third-party managed funds, the Company bears the management and incentive fees paid by these funds to the third-party managers of these funds.

The Company’s affiliation to the investments in GACP II LP, WhiteHawk III Onshore Fund LP and Freeport Financial SBIC Fund LP arise only
because of the Company’s direct investments.

 In the case of GACP II LP, the Company’s investment represents more than 5% of the
entity.

 In the case of WhiteHawk III Onshore Fund LP, while the Company’s investment does not represent more than 5% of the entity,
the Company has elected to disclose the entity as a non-controlled affiliate because the portfolio manager of WhiteHawk III Onshore Fund LP (the “WhiteHawk PM”) was also the previous portfolio
manager of GACP II LP, in which the Company holds a greater than 5% interest. WhiteHawk PM is a natural person who is not affiliated with the Company or the Company’s Adviser in any other way, and the election to disclose a non-controlled affiliate relationship was made out of prudence. The Company intends to evaluate whether to continue to disclose WhiteHawk III Onshore Fund LP as a
non-controlled affiliate in future reports.

 Freeport Financial SBIC Fund LP is not considered a non-control affiliate of the Company.

 *   *   *

 U.S. Securities and Exchange Commission

August 23, 2024

 Page 4

 If you have any questions or comments or require any additional information in connection
with the above, please do not hesitate to contact me at (310) 235-5957.

Sincerely,

/s/ Gerhard Lombard

Gerhard Lombard

Chief Financial Officer

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 Monica J. Shilling, P.C.

To Call Writer Directly:

 +1 310 552
4355

 monica.shilling@kirkland.com

 2049 Century Park East

Los Angeles, CA 90067

 United
States

 +1 310 552 4200

 www.kirkland.com

 Facsimile:

+1 310 552 5900

 January 19, 2023

United States Securities and Exchange Commission

 Division of
Investment Management

 100 F Street, N.E.

 Washington, DC
20549-3628

Attention:    Ms.
 Lisa Larkin

 Mr. David Manion

Re:
 Crescent Capital BDC, Inc.

Registration Statement on Form N-14

File No. 333-268153

Ladies and Gentlemen:

 This letter is sent on
behalf of Crescent Capital BDC, Inc., a Maryland corporation (the “Company”), in response to the comments of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
communicated via teleconference to Monica J. Shilling, outside counsel to the Company, on December 27, 2022 regarding Pre-effective Amendment No. 1 to the Company’s Registration Statement on Form
N-14 (the “Registration Statement”). For convenience, we have set forth below, in italics, the text of the Staff’s comment prior to each of the Company’s responses. Capitalized terms
used but not defined herein have the meanings set forth in the Registration Statement.

 Concurrent herewith, the Company is filing via
EDGAR Pre-Effective Amendment No. 2 (the “Amendment”) to the Registration Statement.

Accounting Comments

1.
 Comment: The Staff notes the Company’s response to Comment #22 in the Company’s
letter dated December 22, 2022 (the “Prior Letter”). Please also add disclosure stating that any contribution by CCAP Advisor will be treated as an “adviser contribution” under U.S. GAAP by the surviving entity
post-Merger.

 Response: The Company has added the requested disclosure in the Amendment.

Austin    Bay
Area    Beijing    Boston    Brussels    Chicago    Dallas    Hong
Kong    Houston    London    Los Angeles
Munich    Paris    Salt Lake City    Shanghai    Washington, D.C.

 Securities and Exchange Commission

January 19, 2023

 Page 2

2.
 Comment: The Staff notes the Company’s response to Comment #28 in
the Prior Letter. Please also add the disclosure regarding no material differences in the accounting, taxation or valuation policies of the Company and FCRD outside of the “Questions and Answers” section of the Registration Statement.

 Response: As requested, the Company has added the disclosure to the “Accounting
Treatment” section in the Amendment.

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions related to this letter, please direct any such requests or questions to Monica J. Shilling of Kirkland & Ellis LLP at (310) 552-4355 or monica.shilling@kirkland.com and Erin M. Lett
of Kirkland & Ellis LLP at (202) 389-3353 or erin.lett@kirkland.com.

Sincerely,

/s/ Monica J. Shilling, P.C.

Monica J. Shilling, P.C.

cc:

Via E-mail

 Jason Breaux, Crescent Capital BDC, Inc.

Christopher Healey, Simpson Thacher &
Bartlett LLP

Erin M. Lett, Kirkland & Ellis LLP

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 Monica J. Shilling, P.C.

To Call Writer Directly:
+1 310 552 4355

monica.shilling@kirkland.com

 2049 Century Park East
Los Angeles, CA 90067
United States

 +1 310 552 4200

 www.kirkland.com

Facsimile:
+1 310 552 5900

 December 22, 2022

United States Securities and Exchange Commission

 Division of
Investment Management

 100 F Street, N.E.

 Washington, DC
20549-3628

Attention:
     Ms. Lisa Larkin

            Mr. David Manion

Re:
 Crescent Capital BDC, Inc.

Registration Statement on Form N-14

File No. 333-268153

Ladies and Gentlemen:

 This letter is sent on
behalf of Crescent Capital BDC, Inc., a Maryland corporation (the “Company”), in response to the comments of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
communicated via teleconference to Monica J. Shilling and Erin M. Lett, outside counsel to the Company, on November 18, 2022 and December 5, 2022 regarding the Company’s Registration Statement on Form
N-14 (the “Registration Statement”). For convenience, we have set forth below, in italics, the text of the Staff’s comment prior to each of the Company’s responses. Capitalized terms
used but not defined herein have the meanings set forth in the Registration Statement.

 Concurrent herewith, the Company is filing via
EDGAR Pre-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement.

FCRD Stockholder Letter

1.
 Comment: Please explain supplementally to the Staff (1) the purpose of each
step in the Mergers, (2) the legal approvals necessary to consummate each such step (i.e., the vote required of whom and how such vote will be achieved), (3) the implications of each step under the Securities Act and
(4) if such step does not require registration under the Securities Act, the basis on which the Company has determined registration is not required.

Please also confirm that none of the steps, individually or collectively, results in any diminution of investor protections under any
securities law, including the Investment Company Act.

Austin    Bay
Area    Beijing    Boston    Brussels    Chicago    Dallas    Hong
Kong    Houston    London    Los Angeles     Munich    Paris    Salt Lake
City    Shanghai    Washington, D.C.

 Securities and Exchange Commission

December 22, 2022

 Page 2

 Response: The Company advises the Staff that the Mergers are a two-step transaction whereby the acquirer, the Company, will acquire all of the outstanding shares of FCRD in a stock and cash transaction. The Mergers are being consummated via two steps in order (i) to
increase the likelihood that the Mergers, taken together, will qualify as a tax-free reorganization as described in the Registration Statement and (ii) to ameliorate any adverse tax consequences that
would apply if the Mergers did not qualify as a tax-free reorganization. Under Internal Revenue Service Revenue Rulings 2001-26,
2001-1 C.B. 1297, and 2001-46, 2001-42 I.R.B. 321, if an integrated transaction such as this combination qualifies as a
reorganization, the two steps will be integrated for U.S. federal income tax purposes and treated as a single reorganization. Thus, pursuant to this treatment, the Mergers would be treated as a merger of FCRD with and into the Company for U.S.
federal income tax purposes, as Acquisition Sub 2 is a wholly owned subsidiary of the Company and disregarded as a separate entity for U.S. federal income tax purposes.

First Merger

 The First
Merger is a “reverse triangular” merger of Acquisition Sub, a transitory subsidiary of the Company, with and into FCRD, with FCRD continuing as the surviving company and a wholly owned subsidiary of the Company.

Pursuant the FCRD Certificate of Incorporation, the FCRD Bylaws and the DGCL, the First Merger was approved by the FCRD Board and must be
approved by the holders of a majority of the outstanding shares of FCRD Common Stock entitled to vote at the Special Meeting. The First Merger was also approved by the board of directors of Acquisition Sub and the Company as the sole
stockholder of Acquisition Sub.

 Second Merger

The Second Merger is a merger of FCRD (as the surviving entity of the First Merger) with and into Acquisition Sub 2, with Acquisition Sub 2
continuing as the surviving company and a wholly owned subsidiary of the Company.

 The Second Merger was approved by the Company as
(1) the sole stockholder of the FCRD following consummation of the First Merger and (2) the sole member of Acquisition Sub 2.

Securities Act Registration

As described in the Registration Statement, upon completion of the First Merger, and subject to the terms and conditions of the Merger
Agreement, FCRD Stockholders will receive the CCAP Aggregate Merger Consideration which includes shares of CCAP Common Stock. The shares of CCAP Common Stock to be issued to FCRD Stockholders are being registered pursuant to the Registration
Statement.

 Protections Available to Investors

The Company does not believe that the consummation of the Mergers will result in a diminution of the protections currently available to FCRD
Stockholders under the securities laws, including the Investment Company Act. The Company notes that, at each point during the Mergers where FCRD has third-party stockholders, FCRD is expected to be registered with the Commission as a business
development company and therefore will comply with the applicable provisions of the federal securities laws, including the Investment Company Act.

 Securities and Exchange Commission

December 22, 2022

 Page 3

 While various differences are noted in the Registration Statement under the heading
“Comparison of Stockholder Rights,” other than certain supermajority voting requirements described in such section that are found in FCRD’s certificate of incorporation and will no longer apply after the Mergers, there will be
substantial similarities between current FCRD Stockholders’ rights after completion of the Mergers and their rights as FCRD Stockholders prior to the Mergers.

The Company notes that as a result of the Mergers, FCRD Stockholders who currently hold registered securities (of FCRD) will continue to hold
will hold registered securities (of the Company) after the Mergers.

2.
 Comment: Consider disclosing the dilution to CCAP Stockholders and FCRD
Stockholders mentioned under “Risk Factors” earlier in the Registration Statement.

Response: As requested the Company has included disclosure regarding the dilution of the voting rights of CCAP
Stockholders and FCRD Stockholders earlier in the Amendment under “Summary of the Mergers – Structure of the Mergers.”

 Question and
Answers about the Mergers

3.
 Comment: Please explain whether significant portfolio repositioning will
occur either before or after the Mergers and, if so, what the consequences of such repositioning will be (for example, any impact on taxes or fees).

Response: As both the Company and FCRD are primarily invested in first lien loans to sponsor-backed portfolio companies,
the Company hereby supplementally confirms that no significant portfolio repositioning is expected to occur prior to the Mergers and that any portfolio repositioning that occurs after the consummation of the Mergers is expected to be in the ordinary
course of the Company’s investing activities.

4.
 Comment: With respect to the statement under Q: Are the Mergers expected
to be taxable to FCRD Stockholders? that “With respect to the CCAP Advisor Cash Consideration, there is limited authority addressing the tax consequences of the receipt of merger consideration from a party other than the acquiror and, as a
result, the tax consequences of the receipt of the CCAP Advisor Cash Consideration are not entirely clear”, please supplementally provide an analysis (including appropriate citations) that provides the basis for such view.

 Response: With respect to the CCAP Advisor Cash Consideration, there is limited authority
addressing the tax consequences of the receipt of merger consideration from a party other than the acquirer and, as a result, the tax consequences of the receipt of the CCAP Advisor Cash Consideration are not entirely clear. Nevertheless, the
operative Code provisions, Sections 354 and 356 of the Code, that apply to the receipt of consideration by shareholders in a reorganization do not specify or limit the source from which cash consideration is paid. As a result, we believe a
reasonable interpretation of such Code provisions is that such cash consideration is treated as any other cash consideration received by shareholders in a reorganization in respect of stock in a target corporation. This treatment is also consistent
with case law, which has treated a payment received from a third party in connection with the sale of property as an adjustment to the sales consideration where the payment was integrally related to the sale. See, e.g., Freedom Newspapers,
Inc. v. Commissioner, T.C. Memo 1977-429 and Brown v. Commissioner, 10 B.T.A 1036 (1928); see also Arrowsmith v. Commissioner, 344 U.S. 6 (1952). These authorities provide the basis for the
discussion related to the tax consequences of the CCAP Advisor Cash Consideration.

 Securities and Exchange Commission

December 22, 2022

 Page 4

 Summary of the Mergers

5.
 Comment: Please briefly highlight any differences in the investment objectives and policies of
the Company and FCRD. See Item 3(b) to Form N-14.

Response: The Company notes that the investment objectives and policies of the Company and FCRD are very similar as both
companies invest primarily in first lien loans to sponsor-backed portfolio companies. However, the Company notes that the Company defines “middle-market companies” as companies that have an annual EBITDA of $10 million to
$250 million, while FCRD defines middle market companies as companies that have an annual EBITDA generally between $5 million and $25 million. As such, the Company generally invests in larger portfolio companies (as measured by annual
EBITDA) than FCRD and has added disclosure regarding this in the Amendment under “Questions and Answers about the Special Meeting – How does CCAP’s investment objective, strategy and risks differ from FCRD’s?”.

6.
 Comment: Under “Echelon Acquisition Sub LLC,” please revise the reference to
“Acquisition Sub” to be to “Acquisition Sub 2”.

 Response: As requested, the
Company has corrected the reference in the Amendment.

7.
 Comment: Under “Merger Consideration”, if it is possible that any shares of CCAP
Common Stock will be issued below Net Asset Value in connection with the Mergers, please clearly disclose such possibility.

Response: The Company hereby confirms that no shares of CCAP Common Stock will be issued below Net Asset Value in
connection with the Mergers.

8.
 Comment: In connection with the termination fees disclosed under “Termination of the
Mergers, Termination Fees and Expense Reimbursement,” please supplementally confirm there currently are no affiliations between FCRD, on the one hand, and the Company and Acquisition Sub 2, on the other hand. Please also supplementally confirm
that no termination fee would be payable to the investment adviser of either the Company or FCRD or to an affiliate of either such investment adviser (other than the Company or FCRD, respectively).

 Securities and Exchange Commission

December 22, 2022

 Page 5

 Response: The Company hereby confirms (1) that there currently are
no affiliations between FCRD, on the one hand, and the Company and Acquisition Sub 2, on the other hand, and (2) that no termination fee would be payable to the investment adviser of either the Company or FCRD or to an affiliate of either such
investment adviser (other than the Company or FCRD, respectively) pursuant to the Merger Agreement.

9.
 Comment: Under “FCRD Reasons for the Mergers”, please revise “deliver
operational synergies” to use plain English.

 Response: The Company has revised the
language to use plain English, as requested.

10.
 Comment: In reference to the bullet point under “FCRD Reasons for the Mergers”
stating “the commitment by Sun Life Assurance Company of Canada (“Sun Life”) to provide secondary-market support by purchasing $20 million of the combined company’s common stock via a share purchase program
over time following the consummation of the Transaction”, please supplementally describe the commitment by Sun Life, including whether it is contractual. Also consider whether any disclosure should be added to the Registration Statement
regarding risks should Sun Life not fulfill its commitment.

 Response: The Company
supplementally notes that Sun Life entered into an agreement with FCRD pursuant to which Sun Life contractually agreed to enter into a stock purchase program pursuant to which Sun Life and/or one of its affiliates will purchase at least
$20 million of CCAP Common Stock within 24 months following consummation of the Mergers. The Company has added disclosure regarding potential risks should Sun Life not fulfill its commitment under “Risk Factors—The market price of
CCAP Common Stock after the Mergers may be affected by factors different from those affecting CCAP Common Stock currently.”

 Comparative
Fees and Expenses

11.
 Comment: As the CCAP Advisor’s waiver of incentive fees described in footnote 5 is non-contractual and less than one year, please remove such discussion from the footnotes to the Comparative Fees and Expenses table and include elsewhere in the document instead.

Response: As requested, the Company has removed the discussion of the
non-contractual fee waiver from the footnotes to the Comparative Fees and Expenses table.

 Risk Factors

12.
 Comment: Please briefly discuss any differences in the risks associated with an investment in
FCRD and an investment in the Company. See Item 3(c) to Form N-14.

Response: The Company respectfully submits that there are no material differences in the risks of the Company and FCRD.

 Securities and Exchange Commission

December 22, 2022

 Page 6

 General

13.
 Comment: Under “The Mergers”, consider replacing “has shown” with
“suggests” in the following statement: “Additionally, increasing consolidation in the BDC industry and the formation of several new large market entrants has shown that larger BDCs may have certain advantages, including cost
efficiencies, increased trading volume and liquidity for stockholders.”

 Response: The Company has
revised the disclosure as requested.

14.
 Comment: Please revise the tables under “Market Price Information” so that they
reflect the same chronological ordering.

 Response: As requested, the Company has revised the tables
under “Market Price Information” to reflect the same chronological ordering.

15.
 Comment: Consider whether “Business of CCAP” should also incorporate by reference to
Part I, Item 1 of the Company’s Annual Report on Form 10-K.

Response: The Company has revised the disclosure under “Business of CCAP” in the Amendment to incorporate by reference
Part I, Item 1 of the Company’s Annual Report on Form 10-K.

16.
 Comment: Include the number of shares of CCAP Common Stock outstanding in the section titled
“Control Persons and Principal Stockholders of CCAP” similar to the corresponding section for FCRD.

Response: As requested, the Company has revised the disclosure under “Control Persons and Principal Stockholders of
CCAP” to include the number of shares of CCAP Common Stock outstanding.

17.
 Comment: Please include the filing date of each FCRD filing incorporated by reference
throughout the document similar to the corresponding disclosure for the Company.

 Response: As
requested, the Company has revised the disclosure throughout the document to include the filing date of each FCRD filing incorporated by reference.

18.
 Comment: Please revise the first paragraph under “Experts” to more clearly state
what time periods are covered by the applicable financial statements.

 Response: A

CORRESP
1
filename1.htm

CORRESP

 Crescent Capital BDC, Inc.

11100 Santa Monica Blvd., Suite 2000

Los Angeles, CA 90025

 August 27, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
N.E.

 Washington, DC 20549

 Attention: Lisa N. Larkin

Re: Registration Statement No. 333-255478

Ladies and Gentlemen:

 Pursuant to
Rule 461(a) promulgated under the Securities Act of 1933, as amended, the undersigned registrant (the “Fund”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the same
may become effective at 4:00 p.m. (Washington D.C. time) on September 1, 2021 or as soon as practicable thereafter.

 Sincerely,

 CRESCENT CAPITAL BDC, INC.

/s/ Jason A. Breaux

 Jason A. Breaux

 Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 Monica J. Shilling, P.C.

 To Call
Writer Directly:
+1 310 552 4355

monica.shilling@kirkland.com

 2049 Century Park East

Los Angeles, CA 90067

United States

+1 310 552 4200

www.kirkland.com

Facsimile:
+1 310 552 5900

 August 6, 2021

 VIA EDGAR

 Ms. Lisa N. Larkin

 Division of Investment
Management

 Securities and Exchange Commission

 Washington,
D.C., 20549

 Re:      Crescent Capital BDC, Inc. Form N-2/A Filed
June 24, 2021

 Dear Ms. Larkin:

In a telephone conversation on July 19, 2021, you provided us with verbal comments on the
Pre-Effective Amendment No. 1 to the Registration Statement filed on Form N-2/A (the “Form N-2” or the
“Registration Statement”), filed by Crescent Capital BDC, Inc. (the “Fund” or the “Registrant”) on June 24, 2021. We have revised the Registration Statement to respond to the comments you provided during the
telephone conversation, and today filed the Pre-Effective Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”). We are concurrently filing this letter via EDGAR
as a correspondence filing.

 Set forth below are the comments of the staff of the Division of Investment Management (the
“Staff”) of the Securities and Exchange Commission provided by you, and immediately below each such comment is the response with respect thereto and, where applicable, the location in the relevant filing of the requested disclosure.
Capitalized terms used but not defined herein shall have the meanings set forth in the Form N-2.

 Form N-2

1.
 (Page 2) Please confirm that neither of the Fund’s corporate subsidiaries referred to as not being
consolidated for income tax purposes is an “investment company” as that term is defined in the Investment Company Act of 1940 (the “1940 Act”).

Response: The Fund confirms that neither of its corporate subsidiaries referred to as not being consolidated for income tax purposes is
an “investment company” as that term is defined in the 1940 Act.

 Austin     Bay Area
Beijing     Boston     Chicago     Dallas     Hong Kong     Houston     London
Munich     New York     Paris     Shanghai     Washington, D.C.

 August 6, 2021

 Page 2

2.
 (Page 11) The Staff refers to the disclosures in footnote 12 and 13 of the fees and expenses table on pages
11 and 12 of the Registration Statement, respectively, under the heading “Fees and Expenses.” The Staff notes that Crescent Cap Advisors, LLC’s (the “Advisor”) management fee waiver will expire on July 31, 2021 and
income incentive fee waiver will expire on July 31, 2021. In order for the Registrant to present a fee waiver line item in the fees and expenses table, the waiver must remain in effect for a period of at least 12 months from the date of the
prospectus included in the Registration Statement (the “Prospectus”). Please revise the disclosure to confirm that the management fee waiver and income incentive fee waiver will remain in effect for a period of 12 months from the date of
the Prospectus or remove such disclosure and any other similar disclosure in the Registration Statement.

Response: The Registrant has revised the disclosure as requested to remove both the management fee waiver and income incentive fee
waiver.

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

We look forward to discussing with you any additional questions you may have regarding the Form N-2.
Please do not hesitate to call me at (310) 552-4355.

Very truly yours,

/s/ Monica J. Shilling

Monica J. Shilling

 cc:     Jason Breaux, Chief Executive Officer

Gerhard Lombard, Chief Financial Officer

George Hawley, General Counsel

Crescent Capital BDC, Inc.

CORRESP
1
filename1.htm

CORRESP

 Monica J. Shilling, P.C.

To Call Writer Directly:
+1 310 552 4355

monica.shilling@kirkland.com

 2049 Century Park East

Los Angeles, CA 90067

United States

+1 310 552 4200

www.kirkland.com

Facsimile:
+1 310 552 5900

 June 24, 2021

 VIA EDGAR

 Mr. Dave Manion

 Division of Investment Management

 Securities and Exchange Commission

 Washington, D.C., 20549

Re:
 Crescent Capital BDC, Inc. Form 10-K Filed
February 24, 2021 (File No. 814-01132)

 Dear
Mr. Manion:

 In a telephone conversation on May 7, 2021, you provided us with verbal comments on the Form 10-K for the year ended December 31, 2020 (the “Form 10-K”), filed by Crescent Capital BDC, Inc. (the “Fund” or the “Registrant”) on
February 24, 2021. We are concurrently filing this letter via EDGAR as a correspondence filing.

 Set forth below are the comments of
the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission provided by you, and immediately below each such comment is the Fund’s response with respect thereto and, where applicable, the
location in the relevant filing of the requested disclosure. Capitalized terms used but not defined herein shall have the meanings set forth in the Form 10-K.

Form 10-K

1.
 We note that as of December 31, 2020, the Registrant notes that it owns 7.78% of the limited
partnership interests in GACP II LP. Please explain why the investment in GACP II LP is not considered an affiliate investment requiring additional disclosure under Rule 12-14 of Regulation S-X.

 Response:

While the Fund does not influence decisions in GACP II LP (“GACP”) in the same way it would influence the decisions with voting
securities of a traditional operating company, nor does it have any influence on the investment decisions and operations of GACP, because the Fund does have the ability to vote to remove the general partner of GACP, it will include the additional
disclosure required under Rule 12-14 of Regulation S-X in its future filings, commencing with its quarterly report for the quarter ended June 30, 2021.

Austin  Bay Area  Beijing  Boston  Chicago  Dallas  Hong Kong  Houston
 London  Munich  New York  Paris   Shanghai  Washington, D.C.

 June 24, 2021

 Page 2

2.
 Please confirm the Registrant performed the tests required by Rules
3-09 and 4-08(g) of Regulation S-X with respect to its investment in CBDC Senior Loan Fund LLC.

Response:

 The Registrant
confirms that it performed the applicable tests required by Rules 3-09 and 4-08(g) of Regulation S-X with respect to CBDC Senior
Loan Fund LLC and no additional financial disclosures are required pursuant to Rules 3-09 and 4-08(g) of Regulation S-X.

3.
 Please confirm whether CBDC Senior Loan Fund LLC operates as an extension of the Registrant’s
investment operations. If so, please explain why it is not consolidated.

 Response:

The Registrant advises the Staff that it determined through an analysis under ASC Topic 810 that it should not consolidate the joint venture,
CBDC Senior Loan Fund LLC (“CBDC”), on the Registrant’s consolidated financial statements, because the Registrant does not have a controlling financial interest in CBDC. Considering U.S. generally accepted accounting principles
(“GAAP”) as well as the guidance in the SEC’s IM Guidance October 2014/No. 2014-11, the Registrant concluded that CBDC is not an extension of the Registrant’s investment operations given
shared power/voting rights exist with the other member of CBDC, Masterland Enterprise Holdings, Ltd. (“Masterland”), a subsidiary of China Orient Asset Management (International) Holdings Limited (HK). CBDC is managed by a four member
board of managers, on which the Registrant and Masterland have equal representation. All investment decisions must be unanimously approved by a quorum of the board of managers. Neither partner has a controlling financial interest from a voting
interest perspective. Neither of the CBDC partners has power to direct the activities of CBDC and both partners share economic interests equally. Therefore, neither partner would consolidate CBDC under the variable interest entity provision of ASC
810. Further, the Registrant’s investment strategy focuses on middle market lending in senior secured first lien, second lien and equity investments, while CBDC focuses on senior secured broadly syndicated loans. Based on the fact pattern
presented and in accordance with GAAP, the Registrant concluded that CBDC should not be consolidated with the Registrant.

4.
 Please supplementally disclose to the Staff whether the Registrant invests in covenant-lite loans and, if
so, the magnitude thereof. If the Registrant will hold a significant amount of covenant-lite loans, please consider if the risks are adequately disclosed and, if needed, revise the principal risks disclosure to include the heightened risks
associated with covenant-lite loans.

 June 24, 2021

  Page
 3

 Response:

The Registrant represents to the Staff on a supplemental basis that, while the Fund’s general policy permits the origination or investment
in covenant-lite loans, such loans do not represent a significant amount of the Registrant’s debt portfolio and are not in the normal course of its investment strategy. The Registrant notes that no first lien loans in which it originates or
invests are covenant-lite, and as of December 31, 2020, approximately 80% of the Registrant’s debt portfolio at fair value was in first lien loans that contained financial covenants. The Registrant notes that it does include a risk factor
noting that subordinated investments are subject to greater risk of default than senior obligations. To the extent that the Registrant determines that it holds a significant amount of covenant-lite loans, or that such loans may become a material
concern for investors, the Registrant undertakes to include appropriate risk disclosures in its future SEC filings.

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

We look forward to discussing with you any additional questions you may have regarding the Form
10-K. Please do not hesitate to call me at (310) 552-4355.

Very truly yours,

/s/ Monica J. Shilling

Monica J. Shilling

cc:
 Jason Breaux, Chief Executive Officer

Gerhard Lombard, Chief Financial Officer

George Hawley, General Counsel

Crescent Capital BDC, Inc.

CORRESP
1
filename1.htm

CORRESP

 Monica J. Shilling, P.C.

To Call Writer Directly:
+1 310 552 4355

monica.shilling@kirkland.com

 2049 Century Park East

Los Angeles, CA 90067

United States

+1 310 552 4200

www.kirkland.com

 Facsimile:
+1 310 552 5900

 June 24, 2021

 VIA EDGAR

 Ms. Lisa N. Larkin

 Division of Investment
Management

 Securities and Exchange Commission

 Washington,
D.C., 20549

Re:
 Crescent Capital BDC, Inc. Form N-2 Filed
April 23, 2021

 Dear Ms. Larkin:

In a telephone conversation on May 20, 2021, you provided us with verbal comments on the registration statement filed on Form N-2 (the “Form N-2” or the “Registration Statement”), filed by Crescent Capital BDC, Inc. (the “Fund” or the “Registrant”) on
April 23, 2021. We have revised the Registration Statement to respond to the comments you provided during the telephone conversation, and today filed Amendment No. 1 to the Registration Statement (the “Amended Registration
Statement”). We are concurrently filing this letter via EDGAR as a correspondence filing.

 Set forth below are the comments of the
staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission provided by you, and immediately below each such comment is the response with respect thereto and, where applicable, the location in the
relevant filing of the requested disclosure. Capitalized terms used but not defined herein shall have the meanings set forth in the Form N-2.

Cover Page

1.
 Please confirm whether the Fund is A.2 Qualified (qualified to register securities pursuant to General
Instruction A.2 of Form N-2) and if so, check the box on the cover page to indicate as such.

Response:

 The Registrant
confirms that it is A.2 Qualified and has checked the box on the cover page of the Form N-2 to indicate as such.

Austin  Bay Area  Beijing  Boston  Chicago  Dallas  Hong Kong  Houston
 London  Munich  New York  Paris  Shanghai  Washington, D.C.

 June 24, 2021

  Page
 2

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

2.
 (Page 22) We note the Fund provided a cross-reference to the information under the section
“Management’s Discussion and Analysis of Financial Condition and Results of Operation” in the Fund’s most recent Annual Report on Form 10-K, while other sections that are incorporated by
reference are not specifically noted. Please note that a separately noted cross-reference is not required and be consistent in approach.

Response:

 The Registrant
has revised the disclosure as requested to remove the specifically noted cross-references for sections that are incorporated by reference in the Amended Registration Statement.

Effects of Leverage

3.
 Please include a comparative fee table to show the effects of leverage based on the requirements of Form N-2 Item 8(3)(b) or include a cross-reference to the relevant disclosure.

Response:

 The Registrant
has included a fee table to show the effects of leverage as required by Form N-2 Item 8(3)(b) on page 18 of the Amended Registration Statement.

Unfunded Commitments

4.
 (Page 25) Please confirm that the Fund reasonably believes its assets will provide adequate cover to allow
it to satisfy its unfunded commitments, and explain to us the basis for your belief.

 Response:

The Fund hereby confirms that it reasonably believes that there is sufficient assets and liquidity to adequately cover future obligations under
unfunded investment commitments. The Fund follows a process to manage its liquidity and ensure that it has available capital to fund its unfunded investment commitments, including through its cash and restricted cash balances, availability under its
credit facilities and ongoing investment realizations, such that it can represent that it reasonably believes that it has sufficient financial resources to cover its funding obligations. In addition, broadly syndicated loans in the portfolio could
be sold over a relatively short period to generate liquidity.

 Investment Advisory and Other Services

5.
 (Page 44) Please provide information about each investment adviser based on the requirements of Form N-2 Item 20 or confirm where the relevant disclosure is located.

 June 24, 2021

 Page 3

Response:

 The
information about the Registrant’s investment adviser, as required by Item 20 of Form N-2, is disclosed in Part I, Item 1 “Business” of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, and is incorporated by reference to the Registration Statement.

Outstanding Securities

6.
 (Page 46) Please provide a chart of the Fund’s outstanding securities based on the requirements of Form
N-2 Item 10(5) or include a cross-reference to the relevant disclosure.

Response:

 The Registrant
has provided a chart of its outstanding securities as required by Form N-2 Item 10(5) on page 60 of the Amended Registration Statement.

Incorporation by Reference

7.
 (Page 96) Please add language to the effect that all filings filed by the registrant pursuant to the
Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into the prospectus.

Response:

 The Registrant
has revised the disclosure as requested on page 97 of the Amended Registration Statement.

8.
 (Page 96) Please confirm that the Fund will attach a consent to (i) any Annual Report on Form 10-K that is incorporated by reference to the Form N-2 and (ii) any financial statements of a significant subsidiary that are attached to the Form 10-K.

 Response:

The Registrant confirms that it will attach a consent to (i) any Annual Report on Form 10-K that
is incorporated by reference to the Form N-2 and (ii) any financial statements of a significant subsidiary that are attached to the Form 10-K.

9.
 (Page 96) Please revise the Form 10-K reference “filed with the
SEC on February 24, 2020” to “filed with the SEC on February 24, 2021.”

 Response:

 The Registrant has revised the disclosure as requested on page 97 of the Amended Registration Statement.

 June 24, 2021

 Page 4

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

We look forward to discussing with you any additional questions you may have regarding the Form N-2.
Please do not hesitate to call me at (310) 552-4355.

 Very truly yours,

 /s/ Monica J. Shilling

Monica J. Shilling

cc:
 Jason Breaux, Chief Executive Officer

Gerhard Lombard, Chief Financial Officer

George Hawley, General Counsel

Crescent Capital BDC, Inc.

CORRESP
1
filename1.htm

    2049 Century Park East

    Los Angeles, CA 90067

    United States

    www.kirkland.com

    November 12, 2020

    VIA EDGAR

    Christopher Bellacicco

    Division of Investment Management

    Securities and Exchange Commission

    Washington, D.C., 20549

            Re:

            Crescent Capital BDC, Inc. Preliminary Proxy Statement Filed October 28, 2020

            (File No. 814-01132)

    Dear Mr. Bellacicco:

      In a telephone conversation on November 5, 2020, you provided us with verbal comments on the preliminary proxy statement (the “Preliminary Proxy”), originally filed by Crescent
        Capital BDC, Inc. (the “Fund” or the “Registrant”) on October 28, 2020. We have revised the Preliminary Proxy to respond to the comments you provided (as revised, the “Proxy Statement”). We are concurrently filing this letter via EDGAR as a
        correspondence filing.

      Set forth below are the comments of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission provided by you, and immediately
        below each such comment is the response with respect thereto and, where applicable, the location in the relevant filing of the requested disclosure. Capitalized terms used but not defined herein shall have the meanings set forth in the Proxy
        Statement.

    Proposal No. 1

          1.

            Please disclose the date on which the Existing Investment Advisory Agreement was last submitted to a vote of the Stockholders and the purpose of such submission as required by Item 22(c)(1)(i) of Schedule 14A.

    The Registrant has revised the disclosure as requested on Page 10 of the Proxy Statement.

          2.

            Please revise Proposal No. 1 to explain what GACP II LP is.

    The Registrant has revised the disclosure as requested on Page 12 of the Proxy Statement to clarify that GACP II LP is Great American Capital Partners II LP, a portfolio company of the Fund.

          3.

            Please confirm that the Advisor will not receive any capital gains incentive fees pursuant to the terms of the Existing Advisory Agreement in connection with the termination of the Existing Advisory Agreement.

    The Registrant has revised the disclosure as requested on Page 13 of the Proxy Statement to confirm that the Advisor will not receive any capital gains incentive fees in connection with the
      termination of the Existing Advisory Agreement.

          4.

            Please explain supplementally why the Existing Advisory Agreement has an initial one year term.

    The Registrant advises the Staff that the Existing Advisory Agreement was approved with an initial one-year term by the Corporation’s board of directors and the Corporation’s stockholders in
      connection with the Corporation’s acquisition of Alcentra Capital Corporation (“Alcentra”). The Registrant has revised disclosure on Page 14 of the Proxy Statement to replace “initial” with “current” to clarify that the Existing Advisory Agreement
      currently has a one-year term.

    Beijing     Boston     Chicago     Dallas      Hong Kong     Houston     London     Munich     New York     Palo
      Alto     Paris      San Francisco     Shanghai     Washington, D.C.

    November 12, 2020

    Page 2

          5.

            For each other fund or account managed by the Advisor with similar investment strategies, please provide the disclosure required by Item 22(c)(10) of Schedule 14A, including the identity of such other funds or
              accounts, their size, and the rate of compensation received by the Advisor with respect to its services to such funds or accounts.

    The Registrant advises the Staff that the Adviser does not serve as an investment adviser for any other funds required to be disclosed pursuant to Item 22(c)(10) of Schedule 14A.

          6.

            Please confirm whether the Registrant expects to make any payments to affiliated brokers in connection with the Transaction or the approval of Proposal No. 1. If the Registrant plans to make any such payments,
              please provide the information required by Item 22(c)(xiii) of Schedule 14A.

    The Registrant advises the Staff that it does not anticipate making any payments to affiliated brokers in connection with the Transaction or the approval of Proposal No. 1.

    Proxy Card

          7.

            Please revise the form of proxy card included with the Preliminary Proxy to include a place for stockholders to sign and date the proxy card.

    The Registrant has included a place for stockholders to sign and date the form of proxy card included with the Proxy Statement.

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

      We look forward to discussing with you any additional questions you may have regarding the Proxy Statement. Please do not hesitate to call me at (310) 552-4355.

            Very truly yours,

            /s/ Monica J. Shilling

            Monica J. Shilling

          cc:

            Jason Breaux, Chief Executive Officer

              Crescent Capital BDC, Inc.

CORRESP
1
filename1.htm

    [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

    April 6, 2020

    Ryan Sutcliff

    Division of Investment Management

    Securities and Exchange Commission

    Washington, D.C., 20549

            Re:

            Crescent Capital BDC, Inc. (the “Company”)

            Preliminary Proxy Statement filed on March 24, 2020

            (the “Proxy Statement”)

    Dear Mr. Sutcliff:

    We are in receipt of the comment provided by you on March 31, 2020 regarding the Proxy Statement.

    The Company has considered the comments and has authorized us to make on its behalf the responses discussed below.

    1.          In the
        definitive proxy statement, please fill in all blanks, brackets or otherwise missing information.

    The Company confirms that all blank, bracketed or otherwise missing information will be updated in the definitive proxy statement.

    2.          In the
        Notice of Annual Meeting to Shareholders, we note that the left margin is cut off on the SEC's EDGAR site.  Please make sure this issue is resolved in the definitive filing.

    The Company confirms that this issue will be resolved in the definitive proxy statement.

    3.          In the
        Notice of Annual Meeting to Shareholders, please provide the exact web address directly linked to the proxy materials.

    The Company confirms that the following web address, https://www.crescentbdc.com/investor-relations/sec-filings,
      which leads to the exact page where shareholders will be able to obtain the proxy materials has been added to the proxy statement.

    4.          Please
        confirm that the Company has reviewed applicable state law and the Company’s governing documents and has determined that a virtual meeting is permissible.

    The Company confirms that it has reviewed applicable state law and the Company's governing documents and has determined that a virtual meeting is permissible.

    Ryan Sutcliff
      April 6, 2020

      Page 2

    5.          Please
        explain supplementally how the Company plans to notify market intermediaries and participants of the conversion to a virtual annual meeting.

    The Company now plans to conduct the stockholder meeting as a virtual meeting, and as such, market intermediaries and participants will be notified of the
      fact through the filing of the Company’s definitive proxy statement.

    6.          In the section titled “Five Percent Stockholders,” please provide the address of all 5% shareholders, as required by Item 6(d) of Schedule 14A and Item 403 of Regulation SK.

    The Company confirms that the section titled “Five Percent Stockholders” has been revised to comply with the requirements of Item 6(d) of Schedule 14A and
      Item 403 of Regulation SK, including disclosure of the address of each five percent stockholder.

    7.          In the
        section titled “Election of Class I and Class II Directors,” please clarify that Kathleen Briscoe was previously appointed to the Board and is not up for reelection.

    The requested clarification has been made.

    8.          In the
        section titled “Class I Director Nominee (not up for re-election at the Annual Meeting),” please revise the disclosure which describes George Strong, who is not up for reelection, as a “nominee.”

    The requested change has been made.

    9.          In the
        section titled “Aggregate Non-Audit Fees,” please provide the aggregate non-audit fees for fiscal year 2018, as required by Item 9(e)(7) of Schedule 14A.

    The requested disclosure has been added.

    Ryan Sutcliff

        April 6, 2020

        Page 3

    10.          In the
        section titled “Risks Relative to Potential Benefits Associated With the Use of Increased Leverage,” please revise the risk disclosure to highlight the risks applicable to the Company's plans to increase leverage in light of the current pandemic
        and current economic conditions. Additionally, please explain supplementally why the Company believes increasing leverage at this time would be beneficial.

    The Company confirms that it has bolstered the risk disclosures relating to the current pandemic and economic conditions in the section titled “Ability to
      Take Advantage of Attractive Investment and Acquisition Opportunities Due to Market Conditions” and that these additions will better highlight the risks associated with the use of increased leverage as disclosed in the section titled “Risks Relative
      to Potential Benefits Associated With the Use of Increased Leverage.”  The Company notes that it has also disclosed the range of leverage that it expects to incrementally employ.

    The Company believes that allowing for a lower asset coverage requirement at this time would be beneficial because, in the face of current market volatility
      and uncertainty, it will help the Company continue operating in the ordinary course of business. The ability to have a lower asset coverage requirement will provide the Company with additional flexibility to draw on its credit facility or raise debt
      capital so that it can continue to provide capital to portfolio companies at this critical time when many companies need additional capital due to the adverse economic impact of the coronavirus.  As noted in the definitive proxy statement, the
      Company does not intend to reach the maximum amount of leverage permissible under the reduced asset coverage requirement. Instead, the Company currently expects that it would incrementally increase leverage to a range from 1.0x to 1.3x.

    11.          On the
        proxy card, please provide exact web address directly linked to the proxy materials.

    The requested disclosure has been added.

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

    If you have additional questions, please call Michael Hoffman at 212-735-3406 or Justin Hebenstreit at 212-735-2679.

            Very truly yours,

            /s/ Justin Hebenstreit

            Justin Hebenstreit

CORRESP
1
filename1.htm

CORRESP

 Monica J. Shilling, P.C.

To Call Writer Directly:

 +1 310 552
4355

 monica.shilling@kirkland.com

 2029 Century Park East

Suite 1400N

 Los Angeles, CA
90067

 United States

+1 310 552 4200

www.kirkland.com

 Facsimile:

+1 310 552 5900

 October 3, 2019

VIA EDGAR SUBMISSION

 Securities and Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Vince Di Stefano, Esq.

Dear Mr. Di Stefano:

 We write on behalf of
Crescent Capital BDC, Inc. (“Crescent Capital BDC”) and Alcentra Capital Corporation (“Alcentra Capital”) to inform the staff (the “Staff”) of the Division of Investment Management of the U.S.
Securities and Exchange Commission (the “SEC”) that today each of Crescent Capital BDC and Alcentra Capital have filed a preliminary merger proxy statement on PREM14A in respect of the registration statement on Form N-14 (File No. 333-233995) filed by Crescent Reincorporation Sub, Inc., a wholly owned subsidiary of Crescent Capital BDC (“Crescent Capital Maryland
BDC”), on September 30, 2019 (the “Registration Statement”). The Registration Statement relates to the previously announced merger transaction involving Crescent Capital BDC and Alcentra Capital. The Registration
Statement contains preliminary proxy statements of each of Crescent Capital BDC and Alcentra Capital for their anticipated special stockholder meetings in connection with the proposed transactions.

Crescent Capital BDC and Alcentra Capital filed the preliminary proxy statements solely to make it easier for their respective stockholders to
access the preliminary proxy statements contained in the Registration Statement during the pendency of the Staff’s review. They also will not file with the SEC or mail to their respective stockholders a definitive merger proxy statement
relating to the above-referenced transaction until the Registration Statement has been declared effective by the Staff and understand that the SEC’s time goals for registration statements (and not proxy statements) will apply thereto.

If you have any questions, do not hesitate to contact me at (310) 552-4355 or via email
monica.shilling@kirkland.com.

 Sincerely,

/s/ Monica Shilling

Cc:
 Jason A. Breaux, Crescent Capital BDC

Suhail A. Shaikh, Alcentra Capital

Harry Pangas, Dechert LLP

Gregory Schernecke, Dechert LLP

Beijing    Boston    Chicago    Dallas    Hong Kong
  Houston    London    Munich    New York    Palo Alto    Paris    San Francisco
Shanghai    Washington, D.C.

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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

 April 30, 2018

 Lisa N.
Larkin

 Disclosure Review Office

 Division of Investment
Management

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-0504

Re:
 Crescent Capital BDC, Inc.

Preliminary Proxy Statement on Schedule 14A

File No. 814-01117

Dear Ms. Larkin:

We are writing in response to your comments provided telephonically on April 30, 2018 with respect to the preliminary
proxy statement (the “Proxy Statement”) filed on Schedule 14A (“Schedule 14A”) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), on behalf of Crescent Capital BDC, Inc. (the
“Corporation”) on March 29, 2018. The Corporation has considered your comments and has authorized us, on its behalf, to make the responses and changes discussed below to the Proxy Statement. These changes will be reflected in an
upcoming Definitive Schedule 14A filing.

 On behalf of the Corporation, set forth below are the Securities and Exchange
Commission (“SEC”) staff’s comments along with our responses to or any supplemental explanations of such comments, as requested. Capitalized terms used herein but not defined shall have the same meaning as set forth in the Schedule
14A.

 Proposal 3

Comment 1.    Please confirm that the Advisor will not have any right to recoup any amount of waived
fees in the future.

 Response 1.        The
Corporation confirms that the Advisor shall not have any right to recoup any amount of the Base Management Fees or Incentive Fees that are waived under the Fee Waiver Agreement, including under the amended Fee Waiver Agreement if Proposal 3 and/or
Proposal 4 are approved.

April 30, 2018

  Page
 2

 Comment 2.    Please add a footnote to the fee table
in Proposal 3 that states that the amounts shown in the fee table are the fee rates assuming the Fee Waiver Agreement is in effect.

Response 2.    The disclosure has been revised to add the following footnote:

The Base Management Fee and Incentive Fee rates shown in the table reflect the rates pursuant to the Fee Waiver Agreement.
The Fee Waiver Agreement may be amended at any time with the approval of the Board and the Advisor, provided that pursuant to the Investment Advisory Agreement, the Base Management Fee may not exceed 1.50% of the Corporation’s gross assets
(excluding cash) and the Income Fee rate may not exceed 15% prior to a Qualified IPO.

*            *
 *            *

 Should you have any questions regarding this letter,
please contact me at (212) 698-3525.

 Sincerely,

/s/ Richard Horowitz

Richard Horowitz

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 April 27, 2018

 Lisa N.
Larkin

 Disclosure Review Office

 Division of Investment
Management

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-0504

Re:
Crescent Capital BDC, Inc.

Preliminary Proxy Statement on Schedule 14A

File No. 814-01117

 Dear Ms. Larkin:

We are writing in response to your comments provided telephonically on April 27, 2018 with respect to the preliminary proxy statement
(the “Proxy Statement”) filed on Schedule 14A (“Schedule 14A”) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), on behalf of Crescent Capital BDC, Inc. (the “Corporation”) on
March 29, 2018. The Corporation has considered your comments and has authorized us, on its behalf, to make the responses and changes discussed below to the Proxy Statement. These changes will be reflected in an upcoming Definitive Schedule 14A
filing.

 On behalf of the Corporation, set forth below are the Securities and Exchange Commission (“SEC”) staff’s comments
along with our responses to or any supplemental explanations of such comments, as requested. Capitalized terms used herein but not defined shall have the same meaning as set forth in the Schedule 14A.

Proposal 3

 Comment
1.    Please further explain the proposed change to the Base Management Fee through amendment of the Fee Waiver Agreement.

Response 1.    The Corporation has entered into an Investment Advisory Agreement with the Advisor pursuant to which
the Base Management Fee is calculated at a rate of 1.50% per annum on the gross assets of the Corporation (excluding cash). However, the Advisor and the Corporation also entered into a separate Fee Waiver Agreement pursuant to which the Advisor
agreed to waive a portion of the Base Management Fee during certain periods. The Fee Waiver Agreement can be amended or terminated at any time with the consent of the Advisor and the Board of the Corporation. Both the existence of the Fee Waiver
Agreement and the fact that it could be amended at any time with the approval of the Board was disclosed to investors in the Corporation’s Form 10 and in the Corporation’s private offering documents. A copy of the form of Fee Waiver
Agreement was also filed on EDGAR as an exhibit to the Corporation’s Form 10.

 April 27, 2018

 Page 2

 If approved by the requisite percentage of stockholders, the terms of Proposal 3 and Proposal
4 would each require an amendment to the Fee Waiver Agreement. The Board and the Advisor have agreed to amend the Fee Waiver Agreement conditioned on the approval of Proposal 3 and/or Proposal 4, as applicable. The disclosure in Proposal 3 and
Proposal 4 has been modified to explicitly state that the Fee Waiver Agreement will be amended if the applicable Proposal is approved. It is our view that the proposed amendments to the Fee Waiver Agreement as a result of the approval of Proposals 3
and/or Proposal 4 (i) have been adequately disclosed to stockholders in the revised Proxy Statement and (ii) are permissible amendments under the terms of the Fee Waiver Agreement.

A copy of the changes made to Proposal 3 and Proposal 4 is included with this submission.

*    *    *    *

Should you have any questions regarding this letter, please contact me at (212) 698-3525.

Sincerely,

/s/ Richard Horowitz

Richard Horowitz

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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

 April 24, 2018

 Lisa N.
Larkin

 Disclosure Review Office

 Division of Investment
Management

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-0504

Re:
 Crescent Capital BDC, Inc.

Preliminary Proxy Statement on Schedule 14A

File No. 814-01117

Dear Ms. Larkin:

We are writing in response to your comments provided telephonically on April 12, 2018 with respect to the preliminary
proxy statement (the “Proxy Statement”) filed on Schedule 14A (“Schedule 14A”) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), on behalf of Crescent Capital BDC, Inc. (the
“Corporation”) on March 29, 2018. The Corporation has considered your comments and has authorized us, on its behalf, to make the responses and changes discussed below to the Proxy Statement. These changes will be reflected in an
upcoming Definitive Schedule 14A filing.

 On behalf of the Corporation, set forth below are the Securities and Exchange
Commission (“SEC”) staff’s comments along with our responses to or any supplemental explanations of such comments, as requested. Capitalized terms used herein but not defined shall have the same meaning as set forth in the Schedule
14A.

 Proposal 3

Comment 1.    Please further explain the interaction between the adoption of Proposal 3 and the
Subscription Agreement of each stockholder and whether the approval of Proposal 3 can amend the Subscription Agreement for a dissenting stockholder.

Response 1.    The Corporation has revised Proposal 3 by splitting it into two separate proposals,
Proposal 3 and Proposal 4. Proposal 3 includes the approval of the extension of the Commitment Period and now requires the approval of [ninety percent (90%)] of stockholders. With respect to dissenting stockholders, the end of the
Commitment Period shall not be extended and the Corporation shall not drawdown capital from such stockholders for any reason after the current expiration date of the Commitment Period. Such dissenting stockholders shall not be subject to any
penalties or be declared in default after the current expiration date of the Commitment Period. The Commitment Period shall only be extended with respect to those stockholders who vote “FOR” Proposal 3. As discussed and in accordance
with our understanding of the staff’s position on this issue, this is appropriate as the timing of the end of the Commitment Period is a separate term for each stockholder in their individual Subscription Agreement and each stockholder can
agree to a different Commitment Period with respect to their own commitment. If Proposal 3 is approved, dissenting stockholders will still receive the benefit of the income incentive fee waiver.

 April 24, 2018

  Page
 2

 The Corporation has also added Proposal 4. Proposal 4 includes the approval
of the extension of the deadline for a Qualified IPO and now requires the unanimous approval of one hundred percent (100%) of stockholders. As the timing of a Qualified IPO must be the same for all stockholders, requiring a unanimous vote means that
all stockholders must agree to the change.

 As a result of these changes, with respect to Proposal 3, only the
stockholders that vote “FOR” Proposal 3 (and thus consent to the terms of the proposal) shall effectively have their Subscription Agreement amended to extend the Commitment Period. The approval of Proposal 3 will not amend any dissenting
stockholder’s Subscription Agreement. With respect to Proposal 4, which now requires a unanimous vote of all stockholders, the approval of Proposal 4 will amend each stockholder’s Subscription Agreement.

*                *
         *                *

Should you have any questions regarding this letter, please contact me at (212) 698-3525.

 Sincerely,

/s/ Richard Horowitz

 Richard Horowitz

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 April 11, 2018

Lisa N. Larkin

 Disclosure Review Office

Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549-0504

Re:    Crescent Capital BDC, Inc.

       Preliminary Proxy Statement on Schedule 14A

       File No. 814-01117

 Dear Ms. Larkin:

 We are writing in response to your comments
provided telephonically on April 6 and 9, 2018 with respect to the preliminary proxy statement (the “Proxy Statement”) filed on Schedule 14A (“Schedule 14A”) under the Securities Exchange Act of 1934, as amended
(“Exchange Act”), on behalf of Crescent Capital BDC, Inc. (the “Corporation”) on March 29, 2018. The Corporation has considered your comments and has authorized us, on its behalf, to make the responses and changes discussed
below to the Proxy Statement. These changes will be reflected in an upcoming Definitive Schedule 14A filing.

On behalf of the Corporation, set forth below are the Securities and Exchange Commission (“SEC”) staff’s
comments along with our responses to or any supplemental explanations of such comments, as requested. Capitalized terms used herein but not defined shall have the same meaning as set forth in the Schedule 14A.

 General

 Comment 1.    In the table
in the Section “Security Ownership of Certain Beneficial Owners and Management”: (i) consider whether the footnote “* Less than one percent” should be deleted, (ii) please clarify the disclosure or confirm that dashes
represent 0 shares and (iii) please confirm that the total percentage reported for All Directors and Officers as a Group is correctly reported.

Response 1.      The footnote has been modified to apply when an item is greater than
zero but less than 0.1%. We confirm that the dashes represent 0 shares and we respectfully submit that the disclosure does not need to be revised. We confirm that the total is correct after accounting for rounding to 2 decimal places. The table has
been revised accordingly.

         April 11, 2018

          Page
 2

 Proposal 3

 Comment 2.    Please
describe the rights and remedies of a dissenting stockholder with respect to Proposal 3. Please explain the interaction between the adoption of Proposal 3 and the Subscription Agreement of each stockholder.

 Response
2.      The successful adoption of Proposal 3 will apply to all stockholders. Dissenting stockholders will be subject to the extended Commitment Period and extension of time before a Qualified IPO and they will also
receive the benefit of the Advisor’s waiver of the Incentive Fee to the same extent as approving stockholders. For a business development company with a single class of shares, each stockholder needs to have the same rights and the material
terms need to apply to all stockholders. As a general matter of corporate governance, the approval of an action by the appropriate threshold of stockholders binds all of the stockholders. We believe the extension of the Commitment Period and the
time before a Qualified IPO are material terms that need to be the same for all stockholders and we also believe that a stockholder vote to amend such terms is an appropriate mechanism to approve such changes for all stockholders.

 In addition to general corporate
governance, as a matter of contractual construction, we believe that the adoption of Proposal 3 has the effect of providing consent of each stockholder to amending such stockholder’s Subscription Agreement to the extent necessary to reflect the
terms of Proposal 3. In particular, the Subscription Agreement for each stockholder provides that the Subscription Agreement is subject to the terms and conditions of the Corporation’s Amended and Restated Certificate of Incorporation
(“Certificate”). The Certificate provides that with respect to any matter submitted for approval of stockholders at a stockholder meeting: “any contract or act that shall be approved or be ratified by a majority of the votes cast by
stockholders present in person or by proxy at such meeting and entitled to vote thereat …, shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of
the Corporation” (emphasis added). In our view, the adoption of Proposal 3 is treated pursuant to the Certificate as an approval by each stockholder and this, in turn, constitutes approval of the effective amendment of each
stockholder’s Subscription Agreement to the extent necessary to reflect the terms of Proposal 3.

Comment 3.    Please explain why the extension of the Commitment Period and longer deadline to
consummate a Qualified IPO are good or favorable to the stockholders.

Response 3.      The disclosure has been revised accordingly to state that the
Advisor’s ability to patiently and selectively choose the best investments for the Corporation and call capital from stockholders as those investments are identified is expected to result in better investment quality with higher effective
yields. The Advisor and the Board believe that, taken together, the extension of the Commitment Period and deadline for a Qualified IPO should produce better returns for stockholders.

 Comment
4.    Please clarify whether the Board also believes Proposal 3 is beneficial for stockholders.

Response 4.      The disclosure has been revised accordingly to clarify that the Board
and the Adviser both believe the adoption of Proposal 3 is beneficial for stockholders.

         April 11, 2018

          Page
 3

 Comment
5.    Please explain the potential negative outcomes to stockholders if Proposal 3 is approved.

Response 5.      The disclosure has been revised accordingly to state that
stockholders will be required to contribute unfunded capital commitments for an additional one year period and could be required to hold their shares for an additional one year period as a result of the extension of the Qualified IPO timing.

 Comment
6.    Please add a fee table or other appropriate disclosure to the discussion regarding the potential for the Advisor to receive an increased management fee if Proposal 3 is approved.

 Response
6.      The disclosure has been revised accordingly to clarify that the increase potentially only applies to the base management fee for approximately the one year period by which the Commitment Period will be
extended if Proposal 3 is approved.

Comment 7.    Please disclose whether dissenting stockholders will be entitled to appraisal rights
with respect to Proposal 3.

Response 7.      The disclosure has been revised accordingly to state that dissenting
stockholder appraisal rights are not applicable to Proposal 3.

Proxy Card

Comment 8.    Please add the appropriate voting boxes to the proxy card with respect to Proposal
4.

 Response
8.      The disclosure has been revised accordingly.

*          *          *
        *

 Should you
have any questions regarding this letter, please contact me at (212) 698-3525.

Sincerely,

/s/ Richard Horowitz

Richard Horowitz

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April 15, 2016

Asen Parachkevov

Attorney Adviser

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-0504

Re:                          Crescent Capital BDC, Inc. (the “Company”)

Preliminary Proxy Statement on Schedule 14A

File Number: 814-01132

Dear Mr. Parachkevov:

We are writing in response to comments provided telephonically on April 12, 2016 with respect to the Company’s Preliminary Proxy Statement filed on Schedule 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on April 1, 2016.  We have considered your comments and have prepared the responses and made the changes discussed below in the Company’s Definitive Proxy Statement on Schedule 14A to be filed on or about April 15, 2016 (the “Definitive Proxy Statement”).

Set forth below are the SEC staff’s comments along with our responses to such comments.

Comment 1. Please state the estimated cost of the proxy solicitation on page 2.

Response 1.  The disclosure has been revised accordingly in the Definitive Proxy Statement.

Comment 2. The last sentence of the section captioned “Quorum Required” on page 2 states:

“The persons named as proxies will vote those proxies for such adjournment, unless the proxies are marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies.”

Under Rule 14a-4 of the Exchange Act, the receipt of discretionary proxy voting authority does not authorize the proxy holder to vote on adjournment to permit further solicitation of proxies.  Please revise the proxy statement to state that additional solicitations will be sought under the terms of the Bylaws of the Company.

Response 2.  The disclosure in the Definitive Proxy Statement has been revised to state:

“If a quorum is not present at the Annual Meeting, the Annual Meeting may be adjourned in accordance with the Corporation’s bylaws (the “Bylaws”).  In order to achieve the requisite quorum for a meeting that has been adjourned, additional solicitations will be sought pursuant to the terms of the Bylaws.”

Comment 3. Please confirm and state on page 15 that no incentive fees were earned or paid for the relevant period.

Response 3.                   This is confirmed and the disclosure has been revised accordingly in the Definitive Proxy Statement.

Comment 4. Please include the proxy card.

Response 4.                   The proxy card has been included in the Definitive Proxy Statement.

*          *          *          *          *

In addition, we acknowledge the following:

·                                         the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

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

Should you have any questions regarding this letter, please contact me at (310) 235-5971 or at george.hawley@crescentcap.com.

Sincerely,

/s/ George P. Hawley

George P. Hawley

Secretary

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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

CARL A. de BRITO

carl.debrito@dechert.com

+1 212 698 3543  Direct

+1 212 314 0043  Fax

July 2, 2015

Asen Parachkevov

Attorney Adviser

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0504

Re:
Crescent Capital BDC, Inc.

Registration Statement on

File Number: 000-55380

Dear Mr. Parachkevov:

We are writing in response to comments provided telephonically on July 1, 2015 with respect to Amendment No. 2 to the registration statement (the “Registration Statement”) filed on Form 10 under the Securities Exchange Act of 1934, on June 5, 2015 on behalf of Crescent Capital BDC, Inc. (the “Company”), a closed-end fund that has elected to be regulated as a business development company (“BDC”). The Company has considered your comments and has authorized us, on its behalf, to make the responses discussed below.

On behalf of the Company, set forth below are the SEC staff’s comments along with our responses to or any supplemental explanations of such comments, as requested.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Comment 1.           Please provide the consent of the independent auditors as an exhibit to the Registration Statement.

Response 1.              We respectfully note that the instructions to Form 10 require the filing of exhibits required under Item 601 of Regulation S-K. Item 601 of Regulation S-K indicates that consents of experts are not required to be filed with Form 10 and thus, an independent auditor’s consent was not filed as an exhibit to the Registration Statement. We also note that other privately offered BDCs, such as TPG Specialty Lending, Inc. and Carlyle GMS Finance, Inc., did not file auditor’s consents with their Form 10 registration statements. We respectfully request that the Company not be required to obtain and file an independent auditor’s consent with the Registration Statement.

Comment 2.          Please provide the amount of initial operating and organizational expenses incurred and explain the reasoning for not including this information in the footnotes to the financial statements.

Response 2.              $738,899 of total initial operating and organizational expenses were incurred by CBDC Advisors, LLC, the investment adviser to the Company (the “Advisor”), as of April 15, 2015 (the date of the financial statements). There had been no commitment of external capital to the Company as of that date, and thus, all such expenses were borne entirely by the Advisor and no such expenses were allocated to the Company. As a result, these expenses were not considered to be expenses of the Company and were not required to be disclosed in the footnotes of the financial statements.

Comment 3.           Please explain why the financial statements do not reflect accrued expenses relating to initial operating and organizational expenses.

Response 3.              As discussed in Response 2, all initial operating and organizational expenses have been borne by the Advisor. The Company has not established a liability for these expenses, because as of the date of the financial statements the Company was not obligated to reimburse such costs. The Company and the Advisor have agreed that after the commitment of private capital to the Company, the Company will reimburse the Advisor for initial organization costs incurred prior to the commencement of operations up to a maximum of $1.5 million and operating costs incurred prior to the commencement of operations, each on a pro rata basis over the first $350 million of invested capital over a period not to exceed 3 years from the initial capital commitment. As stated above, at the date of the financial statements there was no commitment of external capital to the Company and the timing and amount of reimbursement of expenses could not be estimated. Therefore, under the guidelines of FASB 5, the Company disclosed the potential contingency within footnote 4 but did not establish a liability.

*                          *                           *                          *                           *

In addition, we are authorized by our client to acknowledge the following on the Company’s behalf:

·
the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·
should the SEC or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing;

·
the action of the SEC or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from full responsibility for the adequacy and accuracy of the disclosure in the filings; and

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

Should you have any questions regarding this letter, please contact me at (212) 698-3543.

Sincerely,

/s/ Carl A. de Brito

Carl A. de Brito

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1
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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

CARL A. de BRITO

carl.debrito@dechert.com

+1 212 698 3543  Direct

+1 212 314 0043  Fax

June 5, 2015

Asen Parachkevov

Attorney Adviser

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-0504

Re:

Crescent Capital BDC, Inc.

Registration Statement on

File Number: 000-55380

Dear Mr. Parachkevov:

We are writing in response to comments provided telephonically on May 11, 2015 and with respect to Amendment No. 1 to the registration statement (the “Registration Statement”) filed on Form 10 under the Securities Exchange Act of 1934, as amended, on April 10, 2015 on behalf of Crescent Capital BDC, Inc. (the “Company”), a closed-end fund that will elect to be regulated as a business development company (“BDC”). The Company has considered your comments and has authorized us, on its behalf, to make the responses and changes discussed below to the Registration Statement.

On behalf of the Company, set forth below are the SEC staff’s comments along with our responses to or any supplemental explanations of such comments, as requested.

EXPLANATORY NOTE

Comment 1.          Please revise the statements in the Registration Statement describing the purpose of filing the Registration Statement to accurately reflect the reasons for the registration. Please re-insert the language stating that a purpose of filing the Registration Statement is to provide current public information to the investment community.

Response 1.         The disclosure has been revised accordingly.

ITEM 1. BUSINESS

Description of Business – General – Investment Advisory Agreement; Administration Agreement; License Agreement

Comment 2.          Please add disclosure stating that payment-in-kind (“PIK”) interest and original issue discount (“OID”) will increase the Company’s pre-incentive fee net investment income and make it easier for the Company to surpass the fixed “Hurdle” rate.

Response 2.         The disclosure has been revised accordingly.

Comment 3.          Please clarify the description of the management fee and revise the disclosure so that the term “Qualified IPO” is defined in a separate sentence.

Response 3.         The disclosure has been revised accordingly.

Description of Business – The Private Offering

Comment 4.          Please confirm that there are no interest payments to prior investors associated with “Catch-Up Purchases.”

Response 4.         We hereby confirm that there are no interest payments to prior investors associated with “Catch-Up Purchases.”

ITEM 1A. RISK FACTORS

Risks Related to Our Investments

Comment 5.          Please revise the “Lack of Liquidity in Investments” risk factor to separate out disclosure relating to below investment grade securities and place such disclosure under a separate risk factor heading.

Response 5.         The disclosure has been revised accordingly.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Comment 6.          Please provide the financial statements resulting from the seed capital audit of the Company.

Response 6.         The financial statements have been included as part of the Registration Statement.

*          *          *          *          *

In addition, we are authorized by our client to acknowledge the following on the Company’s behalf:

·
the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·
should the SEC or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing;

·
the action of the SEC or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from full responsibility for the adequacy and accuracy of the disclosure in the filings; and

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

Should you have any questions regarding this letter, please contact me at (212) 698-3543.

Sincerely,

/s/ Carl A. de Brito

Carl A. de Brito

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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

CARL A. de BRITO

carl.debrito@dechert.com

+1 212 698 3543  Direct

+1 212 314 0043  Fax

April 10, 2015

Asen Parachkevov

Attorney Adviser

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-0504

Re:

Crescent Capital BDC, Inc.

Registration Statement on

File Number: 000-55380

Dear Mr. Parachkevov:

We are writing in response to comments provided on March 20, 2015 and with respect to the registration statement (the “Registration Statement”) filed on Form 10 under the Securities Exchange Act of 1934, as amended, on February 19, 2015 on behalf of Crescent Capital BDC, Inc. (the “Company”), a closed-end fund that will elect to be regulated as a business development company (“BDC”). The Company has considered your comments and has authorized us, on its behalf, to make the responses and changes discussed below to the Registration Statement.

On behalf of the Company, set forth below are the SEC staff’s comments along with our responses to or any supplemental explanations of such comments, as requested.

GENERAL

Comment 1.               We note that portions of the Registration Statement 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.

Response 1.               We acknowledge the comment. The incomplete portions of the Registration Statement will be finalized in a subsequent pre-effective amendment to the Registration Statement.

Comment 2.               Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection with your Registration Statement.

Response 2.               We expect to submit an exemptive application to permit the Company to engage in certain co-investment transactions that otherwise may be prohibited by Section 57(a)(4) of the 1940 Act.

Comment 3.               Please confirm that the Company does not intend to issue debt securities or preferred stock within a year from the effective date of the Registration Statement.

Response 3.               We hereby confirm that the Company does not intend to issue preferred stock or long-term debt securities within a year from the effective date of the Registration Statement.

EXPLANATORY NOTE

Comment 4.               The Registration Statement sets forth the following reason for filing the Registration Statement on Form 10: “to permit [the Company] to file an election to be regulated as a business development company ... to provide current public information to the investment community.” In other sections of the Registration Statement, it is stated that the Company may seek to complete an initial public offering of the Company’s shares. Please revise the statements in the Registration Statement describing the purpose of filing the Registration Statement to accurately reflect the reasons for the registration. Furthermore, in the appropriate section of the Registration Statement, please describe under what circumstances, and subject to what conditions, the Company would seek to complete the Qualified IPO. Please include appropriate risk disclosures that there are no assurances that the Qualified IPO will take place and that investors should not rely on a future public offering as a liquidity option.

Response 4.               The disclosure has been revised to delete reference to the provision of “current public information to the investment community” as a purpose of the filing of the Registration Statement. The disclosure has been revised accordingly to describe the circumstances and conditions under which the Company would seek to complete a Qualified IPO and appropriate risk disclosures have been added.

ITEM 1.  BUSINESS

General Development of Business

Comment 5.               Please state in the opening paragraph of this section that the Company’s private offering will be conducted in reliance on an exemption from the requirements of the U.S. Securities Act of 1933. In the appropriate section of the Registration Statement, please discuss what eligibility criteria, including minimum commitment amounts, that potential investors will have to satisfy before being permitted to invest in shares.

Response 5.              The disclosure has been revised accordingly.

Comment 6.               It is stated that the Company is expected to commence investment activities contemporaneously with the initial closing of the Private Offering. Are additional closings contemplated by the private offering? If so, how many such additional closings are expected to occur and for what period of time after the Initial Closing? If applicable, please describe briefly the mechanics of additional closings, including any true-up contributions that will have to be made by investors who buy shares in such additional closings.

Response 6.               We hereby confirm that the Company expects that a limited number of additional closings will occur prior to the end of the Commitment Period. A description of the mechanics of additional closings has been added to the sub-section captioned “The Private Offering” in this section.

Comment 7.               Please disclose if there is a commitment period applicable to an investor’s obligation to contribute capital to the Commitment, following which the investor would be released from such obligation. Disclose potential consequences of an investor’s failing to meet capital calls.

Response 7.               The disclosure has been revised accordingly.

Description of Business - General

Comment 8.              The section states that the Company’s primary focus is investing in secured debt. Please include additional disclosure if the Company’s principal investment strategy contemplates investments in “junk” bonds and include appropriate risk disclosure (if applicable).

Response 8.               The disclosure has been revised accordingly.

Comment 9.               Please add disclosure if the Company’s principal strategies include investments in original issue discount securities.

Response 9.               The disclosure has been revised accordingly.

Description of Business – General – Investment Adviser

Comment 10.           It is stated that the Company’s adviser, CDBC Advisors, LLC is a registered investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”). In your response letter, please explain whether such registration is forthcoming or provide the entity’s CRD number in your response.

Response 10.        The CRD number for CBDC Advisors, LLC is 175430.

Description of Business – General – Investment Advisory Agreement; Administration Agreement; License Agreement

Comment 11.           With respect to the stated management fee waiver to be agreed to by the Adviser, please clarify in your response letter whether the fee waiver will be reflected in the Investment Advisory Agreement or in another form contract to be attached as an exhibit to the Registration Statement. Please disclose whether the Advisor may be permitted to recoup waived amounts and, if applicable, whether recoupment is subject to any conditions. Please disclose whether the waiver agreement may be modified and under what circumstances.

Response 11.            The stated management fee waiver will be reflected in a separate waiver agreement to be attached as an exhibit to the Registration Statement. The disclosure has been revised accordingly to state that the Advisor will not be permitted to recoup any waived amounts and the waiver agreement may only be modified or terminated prior to a Qualified IPO with the approval of the Board.

Comment 12.            Please revise the description of the “catch-up” feature of the incentive fee. Alternatively, you may wish to refer to the bullet point when describing the catch-up provision.

Response 12.            The disclosure has been revised accordingly.

Comment 13.           Please explain whether the Company intends to institute a share repurchase program, or if that is not the case, please include appropriate language to clarify that repurchases will be effected only in extremely limited circumstances (and describe such circumstances).

Response 13.            The disclosure has been revised accordingly.

Comment 14.           Disclose the methodology used to allocate costs and expenses under the administration agreement. In your response letter, please confirm that the Board exercises appropriate oversight with respect to the equity of the allocation methodology used.

Response 14.            The disclosure has been revised accordingly and we hereby confirm that the Board will exercise appropriate oversight with respect to the equity of the allocation methodology used.

Comment 15.           Please explain whether the investment advisory agreement between the Company and its Advisor modifies the Advisor’s fiduciary duties under Section 206 of the Advisers Act and as interpreted in SEC v. Capital Gains Research Bureau (375 U.S. 180 (1963)).

Response 15.            The disclosure has been revised to remove the statement that “[t]he Advisor maintains a contractual, as opposed to a fiduciary, relationship with [the Company].” The investment advisory agreement does not modify the Advisor’s fiduciary duties under the authorities referenced in Comment 15.

Description of Business – Organizational and Operating Expenses

Comment 16.           In the opening sentence of the second paragraph of the section, please make clear that all costs and expenses of the Company’s operations, administration and transactions are borne by stockholders.

Response 16.           The disclosure has been revised accordingly to state, after the bullet points in the section, that all such expenses are borne indirectly by the Company’s stockholders.

ITEM 1A. RISK FACTORS

General

Comment 17.           In your response letter, please confirm the extent to which the Company will invest in PIK securities. Please discuss risks presented by investments in PIK securities. Please specifically disclose that:

A.

The higher interest rates on PIK securities reflects the payment deferral and increased credit risk associated with such instruments and that such investments generally represent a significantly higher credit risk than coupon loans.

B.

Even if accounting conditions were met, the borrower could still default when the Company’s actual collection is supposed to occur at the maturity of the obligation.

C.

PIK securities may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral.

D.

PIK interest has the effect of generating investment income and increasing the incentive fees payable at a compounding rate. In addition, the deferral of PIK interest also reduces the loan-to-value ratio at a compounding rate.

E.

PIK securities create the risk that incentive fees will be paid to the Advisor based on non-cash accruals that ultimately may not be realized; disclose whether or not the Advisor will be under any obligation to reimburse the Company for these fees.

Response 17.           We hereby confirm that certain of the Company’s debt investments may contain provisions providing for the payment of PIK interest. The disclosure has been revised accordingly to include the specific items noted in Comment 17.

Comment 18.           Please disclose the risks associated with the lack of secondary market for and the general lack of liquidity of the Company’s shares.

Response 18.            The disclosure has been revised accordingly.

Comment 19.           Please disclose the risk of investors failing to meet capital calls issued by the Company and discuss the risks to the Company.

Response 19.            The disclosure has been revised accordingly.

Comment 20.           If the Company plans to issue preferred shares within a year from the effectiveness of the Registration Statement, please include additional disclosure of risks to holders of common stock in the event of a preferred shares offering.

Response 20.            The Company does not plan to issue preferred shares within a year from the effectiveness of the Registration Statement.

Comment 21.           Please revise the “Limited Operating History” heading to “No Operating History” as the Company has not commenced operations.

Response 21.            The disclosure has been revised accordingly.

Comment 22.           Please revise the “Possible Inability to Replicate Historical Results Achieved by Crescent” heading and accompanying disclosures to clearly state that there is no guarantee that such results will be replicated. Please make corresponding changes to the disclosures in this section as well.

Response 22.            The disclosure has been revised accordingly.

Comment 23.           Under the heading “Restricted Ability to Enter into Transactions with Affiliates,” please explain the methodology of allocating investment opportunities when co-investments are not permitted under the 1940 Act.

Response 23.            The disclosure has been revised accordingly.

Comment 24.           In the section titled “Potential Default or Other Issues Under the Credit Facility,” please disclose the extent to which the lender can seek recourse against shareholders, for example if the facility is secured by stockholders’ obligations to contribute capital to the Company. Please describe the terms of the Credit Facility in Item 1.

Response 24.            The disclosure has been revised accordingly.

Comment 25.           In the section titled “Uncertainty Regarding the Deployment of Proceeds of this Private Offering within the Contemplated Timeframe,” please indicate what the indicated timeframe is. In the appropriate section of the Registration Statement, please disclose that the appropriate timeframe for a business development company to deploy investment proceeds is the earlier of (i) two years after the termination or completion of sales or (ii) two and one-half years after commencement of its public offering (See Guide 1 to Form N-2).

Response 25.            The disclosure has been revised accordingly.

*          *          *          *          *

In addition, we are authorized by our client to acknowledge the following on the Company’s behalf:

·

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

·

should the SEC or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing;

·

the action of the SEC or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from full responsibility for the adequacy and accuracy of the disclosure in the filings; and

·

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

Should you have any questions regarding this letter, please contact me at (212) 698-3543.

Sincerely,

/s/ Carl A. de Brito

Carl A. de Brito

1

     March 20, 2015  Carl A. de Brito, Esq. Dechert LLP 1095 Avenue of the Americas New York, NY 10036  Re:  Crescent Capital BDC, Inc.
Registration Statement on Form 10 File Number: 000-55380
Dear Mr. de Brito:   On February 19, 2015, Crescent Capital BDC, Inc. (the “Fund”) filed a registration statement on
Form 10 (the “Registration Statement”).  Th e filing was made on a voluntary basis for the
purpose of registering common shares of the Fund’ s securities under the S ecurities Exchange Act
of 1934.  Based on our review of the Registration Statement, we have the following comments.
The captions used below correspond to the captions the Fund uses in its Registration Statement.
Please note, however, that the comments we give in  one section are applicab le to other sections
of the Registration Statement that contain si milar disclosure, unless otherwise indicated.

General

1. We note that portions of the Registration Statement 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.

2. Please advise us if you have submitted or exp ect to submit an exemptive application or
no-action request in connection wi th your Registration Statement.

3. Please confirm that the Fund doe s not intend to issue debt s ecurities or preferred stock
within a year from the effective da te of the Registration Statement.

Explanatory Note

Page 1

4. The Registration Statement sets forth the following reason for filing the Registration
Statement on Form 10: “to permit [the Fund] to file an election to  be regulated as a

2
 business development company … to provide current public information to the
investment community.”   In other sections of  the Registration Statement, it is stated that
the Fund may seek to complete  an initial public offering of the Fund’s shares. Please
revise the statements in the Registration St atement describing the purpose of filing the
Registration Statement to accurately reflect th e reasons for the registration.  Furthermore,
in the appropriate section of the Registra tion Statement, please describe under what
circumstances, and subject to what conditi ons, the Fund would seek to complete the
Qualified IPO.  Please include appropriate ri sk disclosures that there are no assurances
that the Qualified IPO will take place and that  investors should not rely on a future public
offering as a liquidity option.  We  may have additional comments.

Item 1. Business.

General Development of Business
 Page 1

5. Please state in the opening paragraph of this section that the Fund’s private offering will
be conducted in reliance on an exemption from  the requirements of the U.S. Securities
Act of 1933.  In the appropriate section of th e Registration Statement, please discuss what
eligibility crite ria, including minimum commitment amount s, that potential  investors will
have to satisfy before being permitted to invest in shares.
6. It is stated that the Fund is expect ed to commence investment activities
contemporaneously with the initial closi ng of the Private Offering.  Are additional
closings contemplated by the private offeri ng? If so, how many such additional closings
are expected to occur and for what period of ti me after the Initial Closing? If applicable,
please describe briefly the mechanics of additional closings, including any true-up contributions that will have to be made by investors who buy shares in such additional
closings.

7. Please disclose if there is a commitment period applicable to an investor’s obligation to
contribute capital to the Fund, following which th e investor would be released from such
obligation. Disclose potential c onsequences of an investor’s failing to meet capital calls.
 Description of Business – General

Page 2

8. The section states that the Fund’s primary fo cus is investing in secured debt. Please
include additional disclosure if the Fund’s principal invest ment strategy contemplates
investments in “junk” bonds and include appr opriate risk disclosure (if applicable).

9. Please add disclosure if the F und’s principal strategies incl ude investments in original
issue discount securities. See Comment 17 below.

3
 Description of Business – Ge neral – Investment Adviser

Page 3
10. It is stated that the Fund’s adviser, CDBC Advisors, LLC is a registered investment
adviser under the Investment Advisers Ac t of 1940 (the “Advisers  Act”). In your
response letter, please explain whether such registration is forthcoming or provide the
entity’s CRD number in your response.
 Description of Business – General – Invest ment Advisory Agreement; Administration
Agreement; License Agreement

Page 3
11. With respect to the stated management fee wa iver to be agreed to by the Adviser, please
clarify in your respons e letter whether the fee waiver wi ll be reflected in the Investment
Advisory Agreement or in another form contr act to be attached as an exhibit to the
Registration Statement.  Please disclose whether the Advisor may be permitted to recoup waived amounts and, if applicable, whether recoupment is subject to any conditions.
Please disclose whether the waiver agr eement may be modified and under what
circumstances.
 Page 4
12. Please revise the description of the “catch-up”  feature of the incenti ve fee: the Adviser
receives 100% of pre-incentive fee net invest ment income until the Adviser has received
(i) 15% pre-IPO and (ii) 17.5% post-IPO of pr e-incentive fee net investment income, up
to the percentages stated in the second bullet point on the same page. After the Adviser is
fully “caught-up,” payments between the Fund and the Adviser of the pre-incentive fee
net investment income are divided according to the same percentages. Alternatively, you
may wish to refer to the bullet point  when describing the catch-up provision.

Page 5
13. The sentence immediately following the third bullet that describes th e first component of
the incentive fee states that the incentive fee calculations “are adjusted for any share
issuances or repurchases during the quarter.”  Please explain whether the Fund intends to
institute a share repurchase program, or if th at is not the case, please incl ude appropriate
language to clarify that re purchases will be effected  only in extremely limited
circumstances (and describe such circumstances).

14. The disclosure indicates that the Fund reim burses the Administrator for the allocable
portion of overhead incurred by the Administrator on the Fund’s behalf in performing its obligations under the Administration Agreem ent.  Disclose the methodology used to
allocate costs and expenses under the administ ration agreement.  In your response letter,

4
 please confirm that the Board ex ercises appropriate oversight with respect to the equity of
the allocation me thodology used.
 Page 6
15. In describing the relationship between the Fund and its Advisor, it is disclosed that “[t]he
Advisor maintains a contractual,  as opposed to a fiduc iary, relationship w ith us.”  Please
explain whether the investment advisory ag reement between the Fund and its Advisor
modifies the Advisor’s fiduciary duties under Section 206 of the Ad visers Act and as
interpreted in SEC v. Capital Gains Research Bureau
 (375 U.S. 180 (1963)).  We may
have additional comments.
 Description of Business – Organi zational and Operating Expenses

Page 8
16. In the opening sentence of the second paragraph of the section, please make clear that all
costs and expenses of the Fund’s operations, ad ministration and transactions are borne by
Unitholders.

Item 1A. Risk Factors.

General

17. In your response letter, please confirm the ex tent to which the F und will invest in PIK
securities.  Please discuss risks presented by investments in PIK securities. Please
specifically disclose that:
 a. the higher interest rates on PIK securities reflects the payment deferral and
increased credit risk associated with such  instruments and that such investments
generally represent a significantly hi gher credit risk than coupon loans.

b. even if accounting conditions were met, the borrower could still default when the
Fund’s actual collection is supposed to occu r at the maturity of the obligation.

c. PIK securities may have unreliable valuations because their continuing accruals
require continuing judgments about the co llectability of the deferred payments
and the value of any associated collateral.

d. PIK interest has the effect of generati ng investment income  and increasing the
incentive fees payable at a compounding rate. In addition, the deferral of PIK
interest also reduces the loan-t o-value ratio at a compounding rate.

e. PIK securities create the risk that incentiv e fees will be paid to the Advisor based
on non-cash accruals that ultimately may not be realized; disclose whether or not the Advisor will be under a ny obligation to reimburse the Fund for these fees.

5

18. Please disclose the risks associ ated with the lack of seconda ry market for and the general
lack of liquidity of the Fund’s shares.
19. Please disclose the risk of i nvestors failing to meet capital calls issued by the Fund and
discuss the risks to the Fund.
 Page 12
20. If the Fund plans to issue preferred shares within a year from the effectiveness of the
Registration Statement, please include additional disclosure of risks to holders of common stock in the event of a preferred shares offering.
 Page 23
21. Please revise the “Limited Operating History” heading to “No Operating History” as the
Fund has not commenced operations.
 Page 24
 22. Please revise the “Possible Inability to Re plicate Historical Results Achieved by
Crescent” heading and accompanying disclosu res to clearly state that there is no
guarantee that such results will  be replicated.  Please make  corresponding changes to the
disclosures in this section as well.
Page 28

23. Under the heading “Restricted Ability to Enter into Transactions with Affiliates,” please
explain the methodology of allocating invest ment opportunities when co-investments are
not permitted under the 1940 Act.
 Page 31
24. In the section titled “Potential Default or Othe r Issues Under the Credit Facility,” please
disclose the extent to which the lender can seek recourse against shareholders, for example if the facility is secured by sharehol ders’ obligations to contribute capital to the
Fund.  Please describe the terms of  the Credit Facility in Item 1.
 Page 41
25. In the section titled “Uncertainty Regarding the Deployment of Proceeds of this Private
Offering within the Contemplated Timefr ame,” please indicate what the indicated
timeframe is. In the appropriate section of the Registration Statement, please disclose that
the appropriate timeframe for a business de velopment company to deploy investment
proceeds is the earlier of  (i) two years after th e termination or comple tion of sales or (ii)

6
 two and one-half years after commencement of its public offering (See Guide 1 to Form
N-2).

*     *     *     *     *     *

You are reminded that the burden of full and fair disclosure re sts with each registrant, its
counsel, and others engaged in th e preparation of the Registration Statement. As a matter of law,
this burden cannot be shifted to  the Commission or its staff.
  Notwithstanding our comments, please furn ish a letter with respect to the Fund
acknowledging that:

 the Fund is responsible for the adequacy and accuracy of the disclosure in its
filings;

 should the Commission or the staff, acting pursuant to delegate d authority, declare
the filing effective, it does not forecl ose the Commission from taking any action
with respect to the filing;

 the action of the Commission or the staff, acting pursuant to dele gated authority, in
declaring the filing effective,  does not relieve the Fund fr om full responsibility for
the adequacy and accuracy of the disclosure in the filings;

 the Fund may not assert this action as a 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 th at the Division of Enforcement has access to all
information you provide 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.

Please respond to this letter in the form of  a pre-effective amen dment for the Fund.
Please respond to all comment letters in a letter  filed in the form of EDGAR correspondence.
Where no changes will be made in response to a comment, please so state in your letter and
explain the basis for your posi tion.  The staff may have furthe r comments after reviewing your
responses.

 Should you have any questions regarding this  letter, please contac t me at (202) 551-
6908.
Sincerely,
         / s /  A s e n  P a r a c h k e v o v
Attorney Adviser