SecProbe.io

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 Simpson Thacher & Bartlett LLP
 900 G S TREET , NW
 W ASHINGTON , D.C. 20001

 TELEPHONE :
 +1-202-636-5500
 FACSIMILE :
 +1-202-636-5502

 Direct Dial Number (202) 636-5592

 E-mail Address
 steven.grigoriou@stblaw.com
 April 10, 2025 VIA
EDGAR John Lee U.S. Securities and Exchange Commission
 Division of Investment Management 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 Sixth Street Specialty Lending, Inc. (File No. 001-36364)
 Preliminary Proxy Statement on Schedule 14A filed on March 21, 2025
 Dear Mr. Lee: On behalf of Sixth Street
Specialty Lending, Inc. (the “Company”), in response to a comment from the staff (the “Staff”) of the Securities and Exchange Commission in correspondence on March 28, 2025, we transmit for filing the Company’s response to
the comment. For convenience of reference, the comment of the Staff has been reproduced herein. We have discussed the Staff’s
comment with representatives of the Company. The Company’s response to the Staff’s comment is set out immediately under the reproduced comment.
 Quorum, Effect of Abstentions and Broker Non-Votes, Vote Required to Approve the Proposal
 SEC Comment : Please revise the disclosure to make clear that broker non-votes are not expected
at the Special Meeting of the Stockholders. Response : The Company has revised the disclosure accordingly.
 *  *  *  *  *  *  *  *

 April 10, 2025
 The definitive proxy statement is expected to be filed on or about April 10, 2025. If
the Staff has any questions concerning this letter or requires further information, please do not hesitate to contact me at (202) 636-5592.

 Very truly yours,

 /s/ Steven Grigoriou

 Steven Grigoriou

 cc:
 Ian Simmonds, Sixth Street Specialty Lending, Inc.

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 Simpson Thacher & Bartlett
LLP

 900 G STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:
+1-202-636-5500

FACSIMILE:
+1-202-636-5502

 Direct Dial Number

 (202) 636-5592

 E-mail Address

steven.grigoriou@stblaw.com

 April 11, 2024

 VIA
EDGAR

 Valerie J. Lithotomos

 U.S. Securities and
Exchange Commission

 Division of Investment Management

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 Sixth Street Specialty Lending, Inc. (File No. 001-36364)

 Preliminary Proxy Statement on Schedule 14A filed on March 22, 2024

Dear Ms. Lithotomos:

 On behalf of Sixth
Street Specialty Lending, Inc. (the “Company”), in response to a comment from the staff (the “Staff”) of the Securities and Exchange Commission in correspondence on March 27, 2024, we transmit for filing the Company’s
response to the comment.

 For convenience of reference, the comment of the Staff has been reproduced herein. We have discussed the
Staff’s comment with representatives of the Company. The Company’s response to the Staff’s comment is set out immediately under the reproduced comment.

Quorum, Effect of Abstentions and Broker Non-Votes, Vote Required to Approve the Proposal

SEC Comment: Please remove the sentence stating that broker non-votes will be counted as present
for the purpose of establishing quorum.

 Response: The Company has revised the disclosure accordingly.

* * * * * * * *

 April 11, 2024

The definitive proxy statement is expected to be filed on or about April 11, 2024. If the Staff has any questions concerning this letter
or requires further information, please do not hesitate to contact me at (202) 636-5592.

Very truly yours,

 /s/ Steven Grigoriou

Steven Grigoriou

cc:
 Ian Simmonds, Sixth Street Specialty Lending, Inc.

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 March 28, 2023

VIA EDGAR CORRESPONDENCE

 Valerie J. Lithotomos

 Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549-7553

Re: Sixth Street Specialty Lending, Inc. (File No. 001-36364)

Preliminary Proxy Statement on Schedule 14A filed on March 24, 2023

Dear Ms. Lithotomos:

 On March 24,
2023, Sixth Street Specialty Lending, Inc. (the “Company”) filed on EDGAR a preliminary proxy statement on Schedule 14A (the “Proxy Statement”). The Proxy Statement relates to the Company’s special meeting of stockholders
scheduled to take place on May 25, 2023, at which the Company’s stockholders will be asked to consider and vote upon a proposal to allow the Company to sell or otherwise issue shares of its common stock at a price below its then-current
net asset value per share in one or more offerings, in each case subject to the approval of its board of directors and subject to certain conditions as set forth therein, including that the number of shares issued does not exceed 25% of its
then-outstanding common stock immediately prior to each such offering. The Company currently anticipates releasing the definitive proxy statement to stockholders on or before April 13, 2023.

If you have any questions or comments regarding the Proxy Statement, please contact Helena Grannis at (212)
225-2376.

 Valerie J. Lithotomos

Securities and Exchange Commission, p. 2

Sincerely,

 /s/ Helena K. Grannis

Helena K. Grannis

cc:
 Ian Simmonds

              Sixth Street Specialty Lending, Inc.

 Adam E. Fleisher

              Cleary Gottlieb Steen & Hamilton LLP

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 March 30, 2022

VIA EDGAR CORRESPONDENCE

 Valerie J. Lithotomos

 Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549-7553

Re: Sixth Street Specialty Lending, Inc. (File No. 001-36364)

Preliminary Proxy Statement on Schedule 14A filed on March 25, 2022

Dear Ms. Lithotomos:

 On behalf of Sixth
Street Specialty Lending, Inc. (the “Company”), in response to a discussion with the staff (the “Staff”) of the Securities and Exchange Commission in a telephone conversation on March 30, 2022, the Company confirms that it will
complete and fill in all necessary information omitted from its preliminary proxy statement on Schedule 14A filed on March 25, 2021 in its definitive proxy statement. The definitive proxy statement is expected to be filed on or about April 13, 2022.
If the Staff has any questions concerning this letter or requires further information, please do not hesitate to contact Helena Grannis at (212) 225-2376.

Sincerely,

 /s/ Helena K. Grannis

Helena K. Grannis

 cc: Ian Simmonds

Sixth Street Specialty Lending, Inc.

Adam E. Fleisher

 Cleary
Gottlieb Steen & Hamilton LLP

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 March 29, 2022

VIA EDGAR CORRESPONDENCE

 Valerie J. Lithotomos

 Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549-7553

Re: Sixth Street Specialty Lending, Inc. (File No. 001-36364)

Preliminary Proxy Statement on Schedule 14A filed on March 25, 2022

Dear Ms. Lithotomos:

 On March 25,
2022, Sixth Street Specialty Lending, Inc. (the “Company”) filed on EDGAR a preliminary proxy statement on Schedule 14A (the “Proxy Statement”). The Proxy Statement relates to the Company’s special meeting of stockholders
scheduled to take place on May 26, 2022, at which the Company’s stockholders will be asked to consider and vote upon a proposal to allow the Company to sell or otherwise issue shares of its common stock at a price below its then-current
net asset value per share in one or more offerings, in each case subject to the approval of its board of directors and subject to certain conditions as set forth therein, including that the number of shares issued does not exceed 25% of its
then-outstanding common stock immediately prior to each such offering. The Company currently anticipates releasing the definitive proxy statement to stockholders on or before April 13, 2022.

If you have any questions or comments regarding the Proxy Statement, please contact Helena Grannis at (212)
225-2376.

 Valerie J. Lithotomos

 Securities and Exchange Commission, p.
 2

 Sincerely,

 /s/ Helena K. Grannis

 Helena K. Grannis

cc:
 Ian Simmonds

            Sixth Street Specialty Lending, Inc.

Adam E. Fleisher

            Cleary Gottlieb Steen & Hamilton LLP

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 September 29, 2021

VIA EDGAR CORRESPONDENCE

 Jason Fox

Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549-7553

Re:
 Sixth Street Specialty Lending, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2020

Filed February 17, 2021

File No. 001-36364

Dear Mr. Fox:

 On behalf of Sixth Street
Specialty Lending, Inc. (the “Company”), set forth below is our response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission that we received in a telephone conversation with the
Staff on September 20, 2021 with respect to the above-referenced annual report on Form 10-K filed on February 17, 2021 (the “Annual Report”).

For your convenience, the text of the Staff’s comment is set forth in bold below, followed by the Company’s response.

1.
 Please confirm that other income which exceeds 5% of the total income has been stated separately.

 Response:

In response to the Staff’s comment, the Company confirms that other income which exceeds 5% of Total Income in the Annual Report has been
stated separately. Additionally, the Company confirms that no individual item within the category of Other Income as disclosed in the Annual Report exceeds 5% of Total Income.

 Jason Fox

Securities and Exchange Commission

  Page
 2

*        *
*        *        *

 We hope that this response adequately
addresses the Staff’s comment. If the Staff has any questions concerning this letter or requires further information, please do not hesitate to contact Helena Grannis at (212) 225-2376.

Sincerely,

 /s/ Helena K. Grannis

Helena K. Grannis

cc:
 Ian Simmonds

Michael Graf

 Lucy Lu

                Sixth Street Specialty Lending, Inc.

Adam E. Fleisher

                Cleary Gottlieb Steen & Hamilton LLP

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 April 10, 2020

VIA EDGAR CORRESPONDENCE

 Christopher R.
Bellacicco

 Division of Investment Management

 Securities and
Exchange Commission

 100 F Street, NE

 Washington, DC
20549-7553

Re:
 TPG Specialty Lending, Inc.

 Preliminary Proxy Statement on Schedule 14A

 Filed March 31, 2020

 File No. 001-36364

Dear Mr. Bellacicco:

 On behalf of TPG
Specialty Lending, Inc. (the “Company”), set forth below is our response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission that we received in a telephone conversation with the
Staff on April 9, 2020 with respect to the above-referenced preliminary proxy statement on Schedule 14A filed on March 31, 2020 (the “Proxy Statement”).

For your convenience, the text of the Staff’s comment is set forth in bold below, followed by the Company’s response.

1.
 On page 2, under “Adjournment of Meeting,” we note the last sentence of the first paragraph
referencing that the chairman (or certain other officers) may adjourn or postpone the meeting. This language appears to provide discretionary authority to the chairman to adjourn the meeting for the purpose of soliciting additional proxies. Please
note that the Staff does not view such adjournment as a matter that is covered by the discretionary authority given to the proxy holder under Rule 14a-4 under the Securities Exchange Act of 1934, as amended.
If you wish to obtain authority to adjourn the meeting to solicit additional proxies, please revise the proxy card and disclosure accordingly.

Response:

 Christopher R. Bellacicco

Securities and Exchange Commission

 Page 2

 In response to the Staff’s comment, the Company will revise the
relevant disclosure by adding the language marked in bold below to clarify that the authority referenced in that paragraph is established pursuant to the Company’s bylaws, so that the revised disclosure will read as follows:

In the event that a quorum shall fail to attend the Meeting, either in person or represented by proxy, the stockholders entitled to vote at
the Meeting (present in person or represented by proxy) shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. Any such
adjournment proposed by a stockholder or person named as a proxy would require the affirmative vote of the majority of the outstanding shares present in person or represented by proxy at the Meeting. In addition, pursuant to the bylaws of the
Company, if there are not sufficient votes for a quorum or to approve or ratify the proposal at the time of the Meeting, the chairman of the Meeting, or any other officer entitled to preside or to act as secretary at the Meeting, may
adjourn or postpone the Meeting in order to permit further solicitation of proxies by the Company, without notice other than announcement at the meeting.

The Company respectfully advises the Staff that consistent with the Delaware General Corporation Law, Article II(F) of the Company’s
bylaws provides that “any meeting of stockholders, whether or not there is a quorum, may be adjourned or postponed to any other time and from time to time to any other place at which a meeting of stockholders may be held under these Bylaws by
the chair of the meeting or any other officer entitled to preside or to act as secretary at such meeting.” Such authority under the bylaws is separate and distinct from any discretionary authority given to a proxy holder pursuant to a proxy.

 * * * * *

 We hope that
this response adequately addresses the Staff’s comments. If the Staff has any questions concerning this letter or requires further information, please do not hesitate to contact Helena Grannis at (212)
225-2376 or Katherine Clemens at (212) 225-2321.

 Sincerely,

 /s/ Helena K.
Grannis

 Helena K. Grannis

cc:
 Ken Burke

            TPG Specialty Lending, Inc.

Adam E. Fleisher

 Katherine M.
Clemens

             Cleary Gottlieb Steen & Hamilton LLP

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 August 17, 2018

VIA EDGAR CORRESPONDENCE

 Jay Williamson

Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549-7553

Re:
 TPG Specialty Lending, Inc. (File No. 001-36364)

 Preliminary Proxy Statement on Schedule 14A filed on August 7, 2018

SEC File No. 001-36364

Dear Mr. Williamson:

 On behalf of TPG
Specialty Lending, Inc. (the “Company”), set forth below are the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission that we received in a telephone
conversation with the Staff on August 14, 2018 with respect to the above-referenced preliminary proxy statement on Schedule 14A (the “Preliminary Proxy Statement”) filed by the Company on August 7, 2018.

For your convenience, the Staff’s comments are reproduced in italics below, followed in each case by the Company’s response.
Capitalized terms used herein and otherwise not defined shall have the meanings assigned to such terms in the Preliminary Proxy Statement. Unless otherwise indicated, all page references in the responses set forth below are to the pages of the
Preliminary Proxy Statement.

1.
 Please respond to our comments in writing filed as correspondence on EDGAR. Where a comment asks for revised
disclosure, or revisions are contemplated by your response, please provide draft disclosure with your letter. Please allow us sufficient time to review your response prior to filing your definitive proxy statement.

 Jay Williamson

Securities and Exchange Commission

  Page
 2

 Response:

The Company respectfully acknowledges the Staff’s comment.

2.
 The description of the new fee waiver is difficult for retail investors to understand. In order to assist
them, please add context by first disclosing the existing management fee and then describing in plain English the portion of the fee that is being waived. In addition, please clarify whether this is a fee waiver or a fee reduction (i.e., is this
permanent or temporary).

 Response:

In response to the Staff’s comment, the Company will revise the description of the new fee waiver in the Notice (and throughout the proxy
statement, as applicable) by adding the language marked in bold below, such that the revised disclosure will read as follows:

 In addition,
the Adviser intends to waive a portion of the Management Fee payable under the Company’s Investment Advisory Agreement by reducing the Management Fee on assets financed using leverage over 200% asset coverage (in other words, over 1.0x
debt-to-equity). Currently, the Management Fee payable to the Adviser is an annual rate of 1.5%, based on the average value of the Company’s gross assets calculated using the values at the end of the two most recently completed calendar
quarters, adjusted for any share issuances or repurchases during the period. Pursuant to the waiver, the Adviser intends to waive the portion of the Management Fee in excess of an annual rate of 1.0% (0.250% per quarter) on the average value of
the Company’s gross assets as of the end of the two most recently completed calendar quarters that exceeds the product of (i) 200% and (ii) the average value of the Company’s net asset value at the end of the two most recently
completed calendar quarters. The fee waiver will be permanent and will have the effect of reducing the Management Fee payable to the Adviser from 1.5% to 1.0% on assets financed using greater leverage than the Company currently is permitted to
incur under the existing 200% asset coverage ratio.

3.
 On August 3, 2018, you filed excerpts from an analyst call as additional soliciting
materials. During the call, management made statements regarding its investment strategy, how you will use incremental capacity and funding mix. We also note existing disclosure states your intention to increase the targeted debt-to-equity range. In an appropriate location, please consider adding disclosure addressing how the additional capacity will be used, including any changes in investment
strategies, investment types, hold sizes and other deal terms. In addition, given the risks presented by increased leverage, please also address any proposed changes to your risk management process. Please advise or revise as appropriate.

 Jay Williamson

Securities and Exchange Commission

  Page
 3

 Response:

In response to the Staff’s comment, the Company will revise the disclosure in the first paragraph on page 15 to add the language marked in
bold, such that the revised paragraph will read as follows:

 Since the Company already uses leverage in optimizing its investment
portfolio, there are no material new risks associated with the moderate change in financial policy through the increase and expansion of the target leverage range. As a result, the Board concluded that the potential benefits of increased
leverage outweigh these risks. Management also discussed with the Board its plan to continue the Company’s current investment strategy and framework and ensure that the Company maintains sound risk management processes to navigate the risks
associated with expanded leverage. To that end, the Board established a formal risk management committee, whose purpose is to assist the Board in its oversight of the Company’s overall risk tolerance and management of capital, liquidity, and
funding planning and strategy. The charter of this newly established committee has also been published and is available on the Company’s website.

The Company will also add the language below to the top of page 16 as a separate paragraph:

The Company plans to raise its incremental leverage gradually and grow assets over time by entering into investments that enhance the
diversification profile of its portfolio when the Company believes there are attractive market opportunities. At this new target leverage range, the Company believes it will be able to maintain its investment grade ratings. Outside of this change to
the Company’s target debt-to-equity range, the Company does not plan to make any changes to its investment strategy, dividend framework or funding approach. The
Company will continue to focus on directly originated, first lien senior secured investments with attractive risk-adjusted returns.

4.
 On page 7, we note your statement that you will need to amend your revolving credit facility to increase
your leverage following shareholder approval of the 150% asset coverage ratio. Depending on the terms of your revised agreement, we remind you that Item 303(a)(2) of Regulation S-K generally requires you to
address changes in the mix and relative costs of capital resources, while Item 303(a)(3)(ii) requires disclosure of known events that will cause a material change in the relationship between costs and revenues. If the spread at which you will be
able to borrow increases, or other investment conditions or restrictions are imposed, please confirm that you will consider these items when drafting future MD&A disclosures.

Response:

 The Company
respectfully acknowledges the Staff’s comment and confirms that it will consider the Regulation S-K items that the Staff noted when drafting future MD&A disclosures.

 Jay Williamson

Securities and Exchange Commission

  Page
 4

5.
 On page 10 in footnotes 4 and 5, you indicate that your expense presentation reflects the waiver of a
portion of the Adviser’s base management fee. Briefly explain to us why your presentation is appropriate and consistent with Form N-2.

Response:

 The Company
advises the Staff that the Adviser’s waiver of a portion of the base management fee will be permanent once effective, which will be on the date that the lower minimum asset coverage ratio of 150% applies to the Company. As a result, the Company
believes that calculating the annualized expenses to reflect the fee waiver in the pro forma “Under a 150% minimum asset coverage ratio” column in the fees and expenses table in the proxy statement is appropriate and consistent with Form N-2 and the guidelines thereunder.

 In response to the Staff’s comment, the Company will revise the
presentation of the fees and expenses table on pages 9 and 10 so that the waiver is presented separately from the management fee. The table will show total gross annual expenses (which does not show the impact of the waiver), a separate line for the
fee waiver, and total net annual expenses (which includes the impact of the waiver). As a result, in the “Under a 150% minimum asset coverage ratio” column in the table, “management fee payable under the investment advisory
agreement” will be 4.5%, “total annual expenses” will be 18.95% and the new “fee waiver” line item will be (0.50)%, in each case as a percentage of net assets. The “total annual expenses (net of fee waivers)” will
be 18.45%. The Company will revise the footnotes to the table accordingly.

6.
 Please revise the page 12 disclosure under “Ability to Increase the Regulatory Cushion Through a Lower
Minimum Asset Coverage Requirement Reduces Risks from Adverse Market Movements” to explain the concepts in plain English. In this respect, it is unclear whether investors will understand the reference to “regulatory cushion” or why
maintaining the cushion is important.

 Response:

In response to the Staff’s comment, the Company will add the language below to the top of page 13 as a separate paragraph:

The Company believes lowering the minimum asset coverage requirement provides meaningful regulatory relief to the Company as it removes the
most significant existential or outside risk that a BDC structure faces—the risk that broader market events and individual portfolio company specific credit issues puts downward pressure on the fair value of investments that could, at worst,
result in a breach of statutory asset coverage requirements. Such a breach could severely limit the ability of a BDC to operate, constraining further borrowings and, as a result, the ability to pay distributions to stockholders and interest to
lenders. The relief provided through the lower asset coverage requirement increases the regulatory cushion, or room above the minimum asset coverage requirement, available to the Company, meaning that the amount of decline in the fair value of
assets that can be absorbed before the asset coverage requirement is breached is significantly expanded. As a result, the Company believes the relief represents a positive development for stockholders.

 Jay Williamson

Securities and Exchange Commission

  Page
 5

7.
 We did not understand your page 13 and 14 disclosures based on your table. Please revise to explain how the
analysis shows that additional leverage will be accretive to ROEs up to approximately 4% annual credit losses in any given year. In this regard, based on your table, and assuming a 1.25x debt-to-equity ratio, it appears that 2% credit losses would require a cut in the base dividend. Similarly, it is unclear what “additional measures required” means. We believe the table is useful to
investors and request you provide further narrative disclosure explaining it.

 Response:

In response to the Staff’s comment, the Company will replace the last paragraph on page 13 and the first paragraph and table on page 14
with the disclosure below:

 The table illustrates the Company’s ability to continue its current dividend policy at differing levels of
leverage (debt-to-equity) and credit losses by comparing the Company’s dividend yields for the twelve months ended June 30, 2018 to illustrative annual returns
on equity (“ROEs”) under various scenarios, which are based on the assumptions set forth in the notes to the table:

•

 Cells in green show scenarios where ROEs would exceed the total dividend yield (including base and supplemental
dividends) of 10.0%.

•

 Cells in orange show scenarios where ROEs would exceed the base dividend yield of 8.7%. Because the
Company’s supplemental dividend rate varies based on portfolio return each quarter, no change to the Company’s current dividend framework would be required.

•

 Cells in yellow show scenarios where ROEs would be less than the base dividend yield. These scenarios would
require a reduction in the Company’s current base dividend.

•

 Cells in red show scenarios where ROEs would be less than zero. In these scenarios, the Company would consider
taking additional measures to preserve the value of the portfolio.

 Jay Williamson

Securities and Exchange Commission

  Page
 6

Notes:
 Illustrative ROE based on all-in yield on assets of 11.9%, operating
expenses 0.60% on assets, cost of debt: 5.05% and the Company’s existing fee structure (1.5% management fee and 17.5% incentive fee), without the impact of any fee waivers, in each case based on the debt-to-equity ratio shown in the table above.

 The ROE impact of credit losses
on portfolio is based on the debt-to-equity ratio shown in the table above.

Dividend Yield calculated based on base dividends paid of $1.56 per share for the twelve month period ended June 30, 2018 and
supplemental dividends of $0.24 per share paid during the twelve month period ended June 30, 2018, divided by 6/29/2018 closing stock price of $17.94.

As shown in the table above, the Company believes that operating at the top end of its target leverage range (1.25x debt-to-equity) under its revised financial policy would add approximately 150-250 basis points of additional ROE over time, compared
to 0.75x debt-to-equity, assuming a limited level of credit losses.

In addition, as marked in the table, the Company’s analysis shows that, all else being equal, additional leverage would be accretive to
ROEs at levels of annual credit losses up to approximately 4.00% in any given year (in other words, ROE is higher at higher levels of leverage at all levels of annual credit losses up to approximately 4.00%). Since the Company began investing
activities in 2011, it has experienced average annualized net realized gains of approximately 48 basis points.

 Jay Williamson

Securities and Exchange Commission

  Page
 7

 Finally, operating at the top end of the Company’s target leverage range under its
revised financial policy would provide incremental cushion to the Company’s current base dividend level, as annual credit losses could increase by approximately 50% (as compared to operating at 0.75x leverage) and the Company would still be
able to maintain its current base dividend level of $0.39 per share per quarter. In other words, as shown in the table, when operating at 0.75x leverage, the Company could experience credit losses of up to approximately 1.50% before requiring a
reduction in the existing base dividend, as compared to credit losses of up to approximately 2.00% when operating at 1.25x leverage.

8.
 On page 15, briefly explain how the increase in borrowings makes the incentive fee easier to meet. In this
respect, we note the portfolio earns interest on gross assets, while its hurdle is based on net assets. Please revise as appropriate.

Response:

 In response to
the Staff’s comment, the Company will revise the disclosure on page 15 by adding the language marked in bold below to read as follows:

Accordingly, because an increase in leverage would increase gross assets and may increase net investment income without increasing net
assets, an increase in leverage would magnify positive returns, increasing the likelihood that making it easier for the Company to would meet or exceed the hurdle rate applicable to the
incentive fee based on interest income, which may result in an increase in the amount of incentive fee payable to the Adviser.

*        *        *
 *        *

 We hope that these responses adequately address the Staff’s comments. If you
have any questions concerning this letter or requires further information, please do not hesitate to contact Adam E. Fleisher at (212) 225-2283 or Helena Grannis at
(212) 225-2376.

Sincerely,

/s/ Adam E. Fleisher

Adam E. F

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Correspondence

 TPG SPECIALTY LENDING, INC.

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

May 17, 2018

 VIA EDGAR CORRESPONDENCE

 Jay Williamson

 Division of Investment Management

 Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549-7553

Re:
TPG Specialty Lending, Inc.

 Registration Statement on Form
N-2 (File No. 333-223986)

 Dear
Mr. Williamson:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, TPG Specialty Lending, Inc. (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement on Form N-2, as amended, be accelerated so that it will be declared effective by 3:00pm, Eastern Time, on May 21, 2018
or as soon thereafter as reasonably practicable.

 Please contact Adam E. Fleisher of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2286 or Helena K. Grannis of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2376, counsel to the Company, if you have any questions or concerns
regarding this matter.

Very truly yours,

TPG Specialty Lending, Inc.

By:

 /s/ Ian Simmonds

Name: Ian Simmonds

Title: Chief Financial Officer

cc:
David Stiepleman

 Jennifer Gordon

TPG Specialty Lending, Inc.

Adam E. Fleisher

 Helena K.
Grannis

 Cleary Gottlieb Steen & Hamilton LLP

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 TPG SPECIALTY LENDING, INC.

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

May 25, 2017

 VIA EDGAR CORRESPONDENCE

 Jay Williamson

 Division of Investment Management

 Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549-7553

Re:

TPG Specialty Lending, Inc.

Registration Statement on Form N-2 (File No. 333-217207)

 Dear Mr. Williamson:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, TPG Specialty Lending, Inc. (the “Company”) hereby
requests that the effectiveness of the above-referenced Registration Statement on Form N-2, as amended, be accelerated so that it will be declared effective by 3:00pm, Eastern Time, on May 30, 2017 or as soon thereafter as reasonably
practicable.

 Please contact Adam E. Fleisher of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2286 or Helena K. Grannis
of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2376, counsel to the Company, if you have any questions or concerns regarding this matter.

 Very truly yours,

 TPG Specialty Lending, Inc.

 By:

 /s/ Ian Simmonds

Name:  Ian Simmonds

Title:    Chief Financial Officer

cc:
David Stiepleman

Jennifer Gordon

      TPG Specialty Lending, Inc.

Adam E. Fleisher

Helena K. Grannis

      Cleary Gottlieb Steen & Hamilton LLP

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CORRESP

 March 27, 2017

VIA EDGAR CORRESPONDENCE

 Jay Williamson

Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549-7553

Re:
TPG Specialty Lending, Inc. (File No. 001-36364)

 Preliminary Proxy Statement on
Schedule 14A Filed March 17, 2017

 Dear Mr. Williamson:

On behalf of TPG Specialty Lending, Inc. (the “Company”), set forth below are responses to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission that we received in a telephone conversation with the Staff on March 23, 2017 with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A filed on
March 17, 2017 (the “Preliminary Proxy Statement”). Capitalized terms used but not defined in this letter are as defined in the Preliminary Proxy Statement.

For your convenience, the text of the Staff’s comments is set forth in bold below, followed in each case by the Company’s response.
Unless otherwise indicated, all page references in the responses set forth below are to the pages of the Preliminary Proxy Statement.

1.
Please respond to our comments in writing, and file the responsive correspondence on EDGAR. Where a comment asks for revised disclosure and revisions are contemplated by your response, please provide us draft
disclosure with your letter. Please allow us time to review your response prior to filing your definitive proxy statement.

 Jay Williamson

 Securities and Exchange Commission, p.
 2

 Response:

The Company acknowledges the Staff’s comment.

2.
In the cover letter to stockholders, please consider revising the proposal description to make it easier to read. In this respect, the parentheses and “including, without limitation” language could be
removed without changing the meaning of the disclosure.

 Response:

In response to the Staff’s comment, the Company will revise the proposal description throughout the definitive proxy statement as set
forth below (new text underlined):

 To consider and vote upon a proposal to authorize the Company to sell or otherwise issue shares of its
common stock at a price below its then-current net asset value per share in one or more offerings, in each case subject to the approval of its board of directors and subject to certain conditions as set forth herein, including that the number
of shares issued does not exceed 25% of its then-outstanding common stock immediately prior to each such offering.

3.
On page 2, under “Quorum, Effect of Abstentions and Broker Non-Votes, Vote Required to Approve the Proposal,” please reconcile your statement that you do not expect broker non-votes at the meeting because
there are no routine proposals being voted on to your statement that you will count broker non-votes as present for purposes of establishing a quorum.

Response:

 In response
to the Staff’s comment, in light of Item 21(b) of Schedule 14A, the Company will revise the following sentence on p. 2 in the definitive proxy statement as set forth below with respect to broker non-votes:

Abstentions will have the effect of a vote “Against” Proposal 1. While broker non-votes would have the effect of a vote
“Against” Proposal 1, we do not expect many, if any, broker non-votes at the Meeting because there are no routine proposals to be voted on at the Meeting.

4.
On page 3, under “Revocability of Proxies,” we note your statement that a stockholder may revoke any proxy that is not irrevocable. We believe the sentence is circular and should be revised to indicate that
proxies are revocable and to set forth the ways in which they can be revoked.

 Response:

In response to the Staff’s comment, the Company will replace the text on p. 3 under “Revocability of Proxies” in the definitive
proxy statement with the following disclosure:

 Jay Williamson

 Securities and Exchange Commission, p.
 3

 A stockholder “of record” (i.e., stockholders holding shares directly in their
name) may revoke any proxy by delivering a new proxy in accordance with applicable law bearing a later date, by giving notice of revocation in writing to the Secretary of the Company prior to the Meeting or by attending the Meeting and voting in
person. However, the mere presence of the stockholder at the Meeting does not revoke the proxy.

 If your shares are held for your account
by a broker, bank or other institution or nominee, you may vote such shares at the Meeting only if you obtain proper written authority from your institution or nominee and present it at the Meeting. If your shares are held for your account by a
broker, bank or other institution or nominee, to revoke any voting instructions prior to the time the vote is taken at the Meeting, you must contact such broker, bank or other institution or nominee to determine how to revoke your vote in accordance
with its policies a sufficient time in advance of the Meeting.

5.
On page 6, under “Proposal No. 1,” please prominently disclose that there will be no limit on the percentage below net asset value per share at which shares will be sold.

Response:

 In response
to the Staff’s comment, the Company will include the sentence below in boldface font where it appears on p. 6 and p. 10 in the definitive proxy statement:

There will be no limit on the percentage below net asset value per share at which shares may be sold by the Company or number of offerings,
each for up to 25% of the Company’s then-outstanding common stock, that the Company may conduct under this proposal for the one-year period that authorization is granted.

6.
On page 7, under “Market Conditions Have Created, and May in the Future Create, Attractive Investment and Acquisition Opportunities,” we note your statement that market conditions have created attractive
investment and acquisition opportunities, that your proposal refers to selling or otherwise issuing shares, and that you have no present intention of issuing shares below net asset value per share. We are concerned that your shareholders may be
forgoing acquisition-related approval rights under applicable law and/or exchange listing requirements if the proposal is approved. Please tell us whether approving this proposal would allow you to consummate an acquisition transaction that would
otherwise require shareholder approval without obtaining it. Please ensure that you provide sufficient detail and analysis so that we may follow your response. Also, please confirm your understanding of Note A to Schedule 14A.

Response:

 The Company
confirms its understanding of Note A to Schedule 14A and respectfully advises the Staff that it is not currently contemplating any acquisitions or similar transactions. The Company is seeking approval of this proposal solely to authorize the
issuance of shares of common stock below NAV and is not seeking approval for future transactions that would separately require approval under the Delaware General Corporation Law, the New York Stock Exchange rules or the Company’s certificate
of incorporation, which if required, the Company would seek at such time.

 Jay Williamson

 Securities and Exchange Commission, p.
 4

 In response to the Staff’s comment, the Company will revise the sentence on p. 6 in the
definitive proxy statement as set forth below to clarify that approval of this proposal would not allow the Company to consummate an acquisition or other transaction that would otherwise require shareholder approval without obtaining such additional
approval (new text underlined):

 Except for such authorizations as otherwise may be required with respect to a particular issuance
under applicable law, New York Stock Exchange rules or the Company’s certificate of incorporation, if this proposal is approved, no further authorization from the stockholders will be solicited or required prior to a sale or other
issuance of shares of common stock below NAV in accordance with the terms of this proposal.

7.
On page 10, under “Dilution,” we note your statement that “it should be noted that the maximum number of shares issuable below NAV that could result in such dilution is limited to a number of shares
that does not exceed 25% of the Company’s then-outstanding common stock.” Unlike other proposals that only seek authorization to issue up to 25% of common stock based on the amount outstanding as of the approval date, your proposal
authorizes an unlimited amount of share issuances because it references “then-outstanding,” which is an amount that increases over time with every issuance. Please revise your disclosure to clarify the distinction, and to inform investors
they are approving the potential issuance of an unlimited amount during the one-year period.

 Response:

In response to the Staff’s comment, the Company will revise the sentence below on p. 6 and p. 10 in the definitive proxy statement (new
text underlined):

 There will be no limit on the percentage below net asset value per share at which shares may be sold by the Company
or number of offerings, each for up to 25% of the Company’s then-outstanding common stock, that the Company may conduct under this proposal for the one-year period that authorization is granted.

The Company respectfully advises the Staff that several other proposals similar to the Company’s that seek authorization to issue a
certain percentage of shares based on the then-outstanding number of shares have been put forward by other business development companies.

8.
On pages 13-14, under “Impact on New Investors,” please consider whether all of the disclosure under “Impact on New Investors” is material to current shareholders voting on the proposal and revise
accordingly.

 Jay Williamson

 Securities and Exchange Commission, p.
 5

 Response:

In response to the Staff’s comment, the Company will delete the disclosure on pp. 13-14 under the heading “Impact on New
Investors” in the definitive proxy statement.

*    *    *    *    *

We hope that these responses adequately address the Staff’s comments. If the Staff has any questions concerning this letter or requires
further information, please do not hesitate to contact Adam Fleisher at (212) 225-2286 or Helena Grannis at (212) 225-2376.

Very truly yours,

/s/ Adam E. Fleisher

Adam E. Fleisher

cc:
David Stiepleman

 Jennifer Gordon

TPG Specialty Lending, Inc.

Helena K. Grannis

 Cleary
Gottlieb Steen & Hamilton LLP

CORRESP
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SEC Acceleration Request

 TPG SPECIALTY LENDING, INC.

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

 May
24, 2016

 VIA EDGAR CORRESPONDENCE

 Jay
Williamson

 Division of Investment Management

 Securities and
Exchange Commission

 100 F Street, NE

 Washington, DC
20549-7553

Re:
  TPG Specialty Lending, Inc.

   Registration Statement on Form N-2 (File No. 333-210524)

 Dear Mr. Williamson:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, TPG Specialty Lending, Inc. (the “Company”) hereby
requests that the effectiveness of the above-referenced Registration Statement on Form N-2, as amended, be accelerated so that it will be declared effective by 3:00pm, Eastern Time, on May 25, 2016 or as soon thereafter as reasonably practicable
(the “Effective Date”).

 The Company hereby acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

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

 Please contact Adam E. Fleisher of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2286 or Helena K. Grannis of
Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2376, counsel to the Company, if you have any questions or concerns regarding this matter.

Very truly yours,

TPG Specialty Lending, Inc.

By:  /s/ Ian Simmonds

Name: Ian Simmonds

Title: Chief Financial Officer

cc:
David Stiepleman

 Jennifer Gordon

     TPG Specialty Lending, Inc.

Adam E. Fleisher

 Michael A.
Gerstenzang

 Helena K. Grannis

     Cleary Gottlieb Steen & Hamilton LLP

CORRESP
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CORRESP

 TPG SPECIALTY LENDING, INC.

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

July 8, 2015

 VIA EDGAR CORRESPONDENCE

 Jay Williamson

 Division of Investment Management

 Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549-7553

Re:
TPG Specialty Lending, Inc.

 Registration Statement on Form N-2 (File
No. 333-203450)

 Dear Mr. Williamson:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, TPG Specialty Lending, Inc. (the “Company”) hereby
requests that the effectiveness of the above-referenced Registration Statement on Form N-2, as amended, be accelerated so that it will be declared effective by 3:00pm, Eastern Time, on July 10, 2015 or as soon thereafter as reasonably
practicable (the “Effective Date”).

 The Company hereby acknowledges its responsibilities under the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. In addition, the Company hereby acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

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

 Mr. Jay Williamson

Securities and Exchange Commission

  P.
 2

 Please contact Adam E. Fleisher of Cleary Gottlieb Steen & Hamilton LLP at
(212) 225-2286 or Helena K. Grannis of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2376, counsel to the Company, if you have any questions or concerns regarding this matter.

[remainder of page intentionally left blank]

 Mr. Jay Williamson

Securities and Exchange Commission

  P.
 3

 Very truly yours,

 TPG Specialty Lending, Inc.

 By:

 /s/ Joshua Easterly

 Name:

Joshua Easterly

 Title:

Co-Chief Executive Officer

cc:
David Stiepleman

 Jennifer Mello

      TPG Specialty Lending, Inc.

Adam E. Fleisher

 Michael A.
Gerstenzang

 Helena K. Grannis

      Cleary Gottlieb Steen & Hamilton LLP

CORRESP
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CORRESP

                          Writer’s Direct Dial: +1 (212) 225-2286

                                  E-Mail: afleisher@cgsh.com

July 7, 2015

 VIA EDGAR
CORRESPONDENCE

 Jay Williamson

 Division of
Investment Management

 Securities and Exchange Commission

100 F Street, NE

 Washington, DC 20549-7553

Re:
TPG Specialty Lending, Inc.

 Amendment No. 2 to Registration Statement on Form N-2

 Filed June 15, 2015

File No. 333-203450

Dear Mr. Williamson:

 On behalf
of TPG Specialty Lending, Inc. (the “Company”), set forth below is the response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission that we received in a telephone conversation with
the Staff on June 30, 2015 with respect to Amendment No. 2 to the above referenced Registration Statement on Form N-2 filed on June 15, 2015 (the “Registration Statement”).

As requested by the Staff, if unfunded commitments were treated as senior securities for the purpose of calculating the Company’s asset
coverage ratio, the Company confirms to the Staff that its asset coverage ratio would have been 262.0% and 288.2% as of March 31, 2015 and December 31, 2014, respectively, as set forth below in the pro forma column.

As of March 31, 2015

Actual

Pro Forma*

 Total Assets (less total liabilities other than Senior Securities)

$
1,326,752,161

$
1,361,102,161

 Senior Securities

$
485,222,427

$
519,572,427

 Asset Coverage Ratio

273.4%

262.0%

*
        Unfunded commitments as of March 31, 2015 were $34,350,000.

 Jay Williamson

Securities and Exchange Commission

  Page
 2

 As of December 31, 2014

Actual

Pro Forma**

 Total Assets (less total liabilities other than Senior Securities)

$  1,231,269,482

$  1,279,327,482

 Senior Securities

$ 395,863,914

$ 443,921,914

 Asset Coverage Ratio

311.0%

288.2%

**
        Unfunded commitments as of December 31, 2014 were $48,058,000.

The Company respectfully advises the Staff that its unfunded commitments are obligations to make additional investments in certain of its
portfolio companies through the funding of either undrawn portions of senior secured revolving credit facilities or delayed draw term loans to such portfolio companies. When calculating a pro forma asset coverage ratio that treats the value of the
Company’s unfunded commitments as senior securities in the denominator of the ratio, as shown above, the Company believes that the total amount of unfunded commitments should also be added to the value of the Company’s total assets in the
numerator of the pro forma ratio because any funding by the Company of its unfunded commitments will result in a corresponding increase in the value of the Company’s investments.

As it noted to the Staff in its comment response letter dated May 28, 2015, the Company carefully considers its unfunded commitments for the
purpose of planning its ongoing operating leverage. Further, the Company maintains sufficient borrowing capacity within its 200% asset coverage limitation to cover any outstanding unfunded commitments it is required to fund.

*         *
*         *         *

 We hope that these responses
adequately address the Staff’s comment. If the Staff has any questions concerning this letter or requires further information, please do not hesitate to contact Adam Fleisher at (212) 225-2286 or Helena Grannis at (212) 225-2376.

Very truly yours,

/s/ Adam E. Fleisher

Adam E. Fleisher

cc:
Vincent J. DiStefano

       Securities and Exchange Commission

 David Stiepleman

 Jennifer
Mello

      TPG Specialty Lending, Inc.

Michael A. Gerstenzang

 Helena
K. Grannis

      Cleary Gottlieb Steen & Hamilton LLP

June 9, 2015
   Michael Fishman Co-Chief Executive Officer TPG Specialty Lending, Inc. 301 Commerce Street, Suite 3300 Fort Worth, TX 76102
Re: TPG Specialty Lending, Inc.
Amendment to Registration  Statement on Form N-2
Filed May 28, 2015
  File No. 333-203450

Dear Mr. Fishman:

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

1. We note your response to comment two and partia lly reissue.  Please pr ovide us a copy of
your current 10b5-1 plan on a supplemental basis,  pursuant to Rule 418 of Regulation C.
Also, please revise your 10b5-1 plan to provi de that repurchases will not commence until
60 days after the most recen t distribution has ended.

Michael Fishman
 TPG Specialty Lending, Inc.
June 9, 2015 Page 2

About this Prospectus, page iii

2. We note your response to comment three a nd the revised text.  Please remove the
reference to “together with any exhibits that we have filed with the SEC and the
additional information described under ‘Available Information.’”
 Fees and Expenses, page 15

3. We note your response to comment six and reis sue our comment.  Please revise to use
actual expenses where appropriate.  To the extent that future expenses may or will be materially higher, consider cl arifying disclosure in appr opriate location(s), such as
Management’s Discussion and Analysis.
 Description of our Debt Securities, page 159

4. We note your response to comment 12; howev er, we are unable to locate where you
undertook to clear all staff co mments prior to the commencement of any debt offering
whenever the preliminary prospectus supplem ent differs materially from the form of
prospectus supplement included in the regist ration statement at effectiveness.  Please
provide this undertaking.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the Company and its management are in
possession of all facts relating to a Company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement, please pr ovide a written statement from the Company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

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

 the Company may not assert st aff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Michael Fishman
 TPG Specialty Lending, Inc.
June 9, 2015 Page 3

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Investment Management in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilities.  We will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
                                      *  *  *  *  * If you have any questions on accounting-rela ted comments, please contact Jeff Long at
(202) 551-6983. If you have any other questions prio r to filing a pre-effective amendment, please
call me at (202) 551-3393.
Sincerely,
   /s/ Jay Williamson
Jay Williamson
Senior Counsel
        cc: Helena Grannis  Cleary Gottlieb St een & Hamilton LLP

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

Dear Mr. Fishman:

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

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

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

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

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

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

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

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

Fees and Expenses, page 16

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

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

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

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

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

Portfolio and Investment Activity, page 59

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

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

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

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

In this regard, please note  the supplement should:

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

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

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

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

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

Exhibits

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

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

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

Financial Statements:

Consolidated Schedule of Investments:

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

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

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

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

 Notes to Consolidated Financial Statements:

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

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

See Investment Company Act Release 10666, "Sec urities

CORRESP
1
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Acceleration Request

 TPG SPECIALTY LENDING, INC.

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

July 31, 2014

VIA EDGAR CORRESPONDENCE

 Mr. Larry L.
Greene

 Division of Investment Management

 Securities and
Exchange Commission

 100 F Street, NE

 Washington, DC
20549-7553

Re:
TPG Specialty Lending, Inc.

 Registration Statement on Form N-2 (File Nos.
814-00854 and 333-196969)

 Dear Mr. Greene:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, TPG Specialty Lending, Inc. (the “Company”) hereby
requests that the effectiveness of the above-referenced Registration Statement on Form N-2, as amended, be accelerated so that it will be declared effective by 4:00pm, Eastern Time, on August 1, 2014 or as soon thereafter as reasonably
practicable (the “Effective Date”).

 The Company hereby acknowledges its responsibilities under the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. In addition, the Company hereby acknowledges that:

•

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

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

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

 Mr. Larry L. Greene

Securities and Exchange Commission

 P. 2

 Please contact Adam E. Fleisher of Cleary Gottlieb Steen & Hamilton LLP at
(212) 225-2286 or Helena K. Grannis of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2376, counsel to the Company, if you have any questions or concerns regarding this matter.

[remainder of page intentionally left blank]

 Mr. Larry L. Greene

Securities and Exchange Commission

 P. 3

Very truly yours,

TPG Specialty Lending, Inc.

By:

 /s/ Joshua Easterly

Name:

Joshua Easterly

Title:

Co-Chief Executive Officer

cc:
David Stiepleman

 Jennifer Mello

TPG Specialty Lending, Inc.

Adam E. Fleisher

 Michael A.
Gerstenzang

 Helena K. Grannis

Cleary Gottlieb Steen & Hamilton LLP

Adam Fleisher, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006- 1470
             Re: TPG Specialty Lending, Inc. (the “Fund”)
       File Numbers 814 -00854  & 333- 196969
 Dear Mr. Fleisher :

On June 23, 2014, the Fund filed a registration statement on Form N -2 under the
Securities Act of 1933 (“Securities Act”).   The Fund is an “emerging growth company” under
the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and a business deve lopment
company ("BDC") regulated under the Investment Company Act of 1940 (“1940 Act”).  With this filing the Fund may offer, from time to time, in one or more offerings common stock, preferred stock, debt securities, subscription rights to purchase share s of common stock, warrants
representing rights to purchase shares of common stock, preferred stock or debt securities, or units comprised of any combination of such securities.  The Fund expects to make delayed
offerings under Rule 415 under the Securitie s Act.
 Your cover letter accompanying the filing requested selected review because the
registration statement is substantially similar to the Fund’s prior registration statement reviewed and declared effective by the staff in March of this year.  With c ertain exceptions, we have
limited our review of the filing.  Our comments regarding the filing are set forth below.

General
 1. Confirm that the disclosure in the filing meets the type size requirements of Rule 420
under Regulation C of the Securities Act.
  2. The cover page of the submission indicates that this offering was made on Form N -2.
The submission contains a prospectus, including financial statements, and Part C.  No guidance accompanies the submission indicating whether all the information required by Parts A and B of Form N -2 have been included therein.  Upon amending the filing to respond to the staff’s
comments, please include information indicating how and where the information required by the form has been presented.   3. Because the di sclosure in the prospectus provides only a generic description of the debt
securities that the Fund may issue, please provide a representation that the Fund will not file a

prospectus supplement for a take -down of a debt offering referred to as “senior” unless the terms
of such an offering are fully described in a post -effective amendment or a new registration
statement that must be accelerated by the staff.

Facing Page

4. Disclosure in footnote 5 states the following: “Each unit may consist of a combinat ion of
any one or more of the securities being registered hereunder and may also include securities issued by third parties, including the U.S. Treasury.”  In this connection, e xplain supplementally
the other types of third party securities that may be included?  Explain why you are offering units
that include securities of third parties?  Please provide us with an example of a “unit” and how it
will be offered and priced.  Please also provide an analysis explaining the basis for offering debt obligations of third parties, including U.S. Treasuries.  In your response please address the
following:

• Should the Fund be deemed to be either a distributor or a co -issuer of debt securities
of third parties?
• Would a registration statement be filed for thir d party debt securities?
• Would third party debt securities, including U.S. Treasuries, be purchased directly
from the third party or in the secondary market?

Because there is insufficient information provided in the filing on this matter, please add an undertaking to  Part C indicating that the Fund will file a post -effective amendment before
offering units which include a combination of other securities .

Prospectus Cover

5. Disclosure in the seventh paragraph states that: “In the event we offer common stock, the
offering price per share of our common stock less any underwriting discounts or commissions will generally  not be less than the net asset value per share of our common stock at the time we
make the offering.”  Either delete or explain the circumstances contemplated by the highlighted word.  As stated in §23(b): “No registered closed -end company shall sell any common stock of
which it is the issuer at a price below the current net asset value of such stock, exclusive of any distributing commission or discount . . .”  See also, General Public Service Corporation,
available June 24, 1963.

Prospectus, Inside Fron t Cover
 6. Revise the prominent statement appearing at the bottom of the page, the substance of
which is required by Rule 481(b)(1) under the 1940 Act to reflect the changes brought about by the National Securities Markets Improvement Act of 1996.
 7. Prospectus supplements to be filed by the Fund in connection with each take down will
contain the price table required by Item 1.1.g. of the Form N -2.  Confirm that the table will
contain expenses related to selling stockholders, where applicable.

Prospect us

ABOUT THIS PROSPECTUS
Page ii

8. The first paragraph indicates that the Fund will use the shelf registration process and
make delayed offerings under Rule 415 under the Securities Act.  In light of disclosure elsewhere in this document indicating that  the Fund may issue shares either directly or pursuant to rights
offerings or units at below net asset value, add an undertaking to Part C to file a post -effective
amendment which contains a prospectus prior to any offering of Fund securities below net ass et
value.

SUMMARY
Page 1

9. Disclosure in the second paragraph defines certain entities.  Other disclosure captioned
“Management’s Discussion a nd Analysis of F inancial Condition a nd Results of Operations”
defines certain wholly owned subsidiaries.  Stil l other affiliates are defined later in that same
discussion.  These disclosures should be combined at the beginning of the document so as to clearly list and identify entities that are repeatedly referred to throughout filing.
 THE OFFERING
Page 12
 10. Disclosure in the first paragraph indicates that the Fund may issue shares at a price per
share that is less than the Fund’s net asset value per share by, among others means: “with the
prior approval of the majority of our common stockholders.”  Although this provision is consistent with §23(b) applicable to closed- end funds, §63(2), applicable to BDCs requires
approval by, among others means, a vote of a majority of a BDCs “outstanding securities.”  Please revise the disclosure to meet the requirements of §63(2), applicable to business development companies, which requires approval by a vote of a majority of the holders of a BDCs “outstanding voting securities.”
 FEES AND EXPENSES
Page 16
 11. Revise the fee table disclosure consistent with the following:

• disclose the time period covered by the table,

• disclosure captioned “Management And Other Agreements -  Investment Advisory
Agreement; Administration Agreement; License Agreement, ” at page 113, in the fifth and
sixth paragr aphs, discusses past and future fee waivers.  Footnote the substance of that
disclosure to the fee table,
• in describing the waiver in the sixth paragraph, it is said that the adviser waived “its right
to receive the Management Fee in excess of the sum of (i) 0.25% of aggregate committed

but undrawn capital and (ii) 0.75% of aggregate drawn capital . . . as determined as of the
end of any calendar quarter.”  Provide disclosure that clarifies what this means or provide an illustration, and
• the second sentence of the second paragraph of footnote 4 states the following: “The
estimate of our Management Fee referenced in the table is based on our gross assets
(including cash and cash equivalents and assets purchased with borrowed money) and our net assets attribu table to common stock as of March 31, 2014.”  The sentence is
confusing and should be clarified.

RISK FACTORS
Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital
Page 23
12. In light of the following disclosure, add appropriate risk disclosure, including appropriate
illustrations depicting the effects of dilution, with respect to offerings by the Fund of its common
stock at prices below its current net asset value: “We current ly do not intend to sell our common
stock, or warrants, options or rights to acquire our common stock at a price below the then-
current net asset value per share of our common stock but we may elect to do so if our Board
determines that a sale is in the best interests of us and our stockholders, and our stockholders approve it.”  Some disclosure on this topic appears on page 150 under the caption “Description of Our Subscription Rights -  Dilutive Effects” but a more robust discussion is needed.
RISK FACTO RS
Risks Related to Our Portfolio Company Investments
We may securitize certain of our investments, which may subject us to certain structured financing risks
Page 36
13. Disclosure under this caption indicates that, although the Fund has not done so, it could
use its wholly owned subsidiary, TPG SL SPV, LLC, to form a CLO or other securitization vehicle in the future.  Add disclosure which more fully describes the manner in which the
subsidiary may be used.
Our investments in foreign companies may involve significant risks in addition to the risks
inherent in U.S. investments
Page 41
14. Disclosure in this and later sections indicates that the Fund may invest in U.S. and non-
U.S. issuers.  Explain to the staff whether this policy would permit the Fund to invest in
securities of Russian banks, including securities issued by subsidiaries of Russian banks located
outside of Russia?  We may have further comments.

USE OF PROCEEDS
Page 50

15. Disclosure in the second paragraph states that the Fund expects  that it will take less than
three months to invest offering proceeds depending on a number of circumstances, but then
states: “However, we can offer no assurance that we will be able to achieve this goal.”   If the
delay may extend beyond three months, de scribe the reasons for and consequences of the delay.
See Item 7.2 of Form N -2.  If the investment process is delayed more than six months will the
Fund obtain shareholder consent to go beyond six months as required by Guide 1 to Form N -2?
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Relationship with our Adviser, TSSP and TPG
Page 56
16. Disclosure in the second paragraph refers to “TPG Specialty Lending.”  Clarify whether
this is the Fund; earlier  definitions do not refer to the Fund in this manner.  In this connection,
see comment 9 .
SELLING STOCKHOLDERS
Page 130

17. With respect to the selling stockholders named in the table, disclose the relationship of
each stockholder to the Fund.  See Regul ation S -K, Rule 507.

DESCRIPTION OF OUR SECURITIES
DESCRIPTION OF OUR CAPITAL STOCK
Preferred Stock
Page 143

18. Disclosure in this segment of the filing discusses preferred stock twice, once under the
above caption and later under a caption devoted t o preferred stock.  Absent a good reason to
position a discussion at this point, we suggest combining these discussions.
DESCRIPTION OF OUR PREFERRED STOCK
Page 148

19. Revise the last paragraph of this discussion so as to remove the redundant disclosure.

DESCRIPTION OF OUR UNITS
Page 165

20. Revise the above caption to disclose :

• whether units present any unusual or unique risks of which potential purchasers should be
aware;
• how units are affected by the asset coverage requirements of the 1940 Act;
• whether units will have trading symbols of their own and/or whether holders will be able to trade the unit components individually;
• whether there are any voting right issues or conflicts with respect to unit components;
• explain how unit holders are to interpret per share disclosures, e.g., income and expense information, in Fund disclosure documents,
• describe the profile of rights of holders of such units, i.e., among others, their rights with respect to receipt of distributions, voting on matters submitted to a vote of shareholders,
tendering shares in connection with any share repurc hases, and how this will work for
shareholders when shares are held in street name,
• explain to the staff the meaning of the last bullet, to wit: “fully registered or global form,”
• how the Fund benefits by issuing units;
• how this benefit differs from the  Fund issuing individual unit components; and
• whether this benefit to the Fund gives rise to any disadvantage for shareholders in purchasing units, when compared to the individual components comprising the units.
 In your response letter, please fully explain to the staff how the offering price will be allocated to the components of the units.
 Although the Fund may, under the Act, sell its common shares at a price below NAV, could the offering of units indirectly result in the Fund selling shares of it s common stock at a price below
NAV outside of such authority?  In your response letter, explain whether the units may be structured so as to, in effect, offer shares of the Fund’s common stock at a price below NAV by
lowering the price of the other securi ties included in a unit.

PLAN OF DISTRIBUTION
Page 176
 21. Explain supplementally the type of transactions contemplated in the discussion in the
tenth paragraph which begins with the clause: “We or the selling stockholders may enter into derivative transactions with third parties . . .”    *        *          *          *          *          *          *          *          *          *          *              We note that portions of the filing are incomplete.   We may have additional comments on
such portions when you complete them in a pre -effective amendment, on  disclosures made in
response to this letter, on information supplied in your response letter, or on exhibits added in any pre -effective amendments.
            Whenever a comment is made in one location, it is considered applicable to all similar discl osure appearing elsewhere in the registration statement.
            Response to this letter should be in the form of a pre -effective amendment filed pursuant
to rule 472 under the Securities Act.  Where no change will be made in the filing in response to a

comment, please indicate this fact in your response letter and briefly state the basis for your
position.  Where changes are made in response to our comments provide information regarding the nature of the change and, if appropriate, the location of such new or revised disclosure in the amended filing.   As required by the rule, please insure that you mark new or revised disclosure to
indicate change.
             Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection with your registration statement.
             You should review and comply with all applicable requirements of the federal securities laws in connection with the preparation and distribution of a preliminary prospectus.
             We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  Since the Fund and its management are in possession of all facts relating to the Fund’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.              In the event the Fund requests acceleration of the effective date of the pending
registration statement, it should furnish a letter, at the time of such request, acknowledging that

• the Fund is responsible for the adequacy and accuracy of the disclosure in the
filing;
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
• the action of the Commission or the staff, act

CORRESP
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Acceleration Request

 TPG SPECIALTY LENDING, INC.

301 Commerce Street, Suite 3300

 Fort Worth, TX 76102

 March 18, 2014

VIA EDGAR CORRESPONDENCE

 United
States Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549-7553

Re:
TPG Specialty Lending, Inc.

Registration Statement on Form N-2 (File No. 333-193986)

Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, TPG Specialty Lending, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form N-2, as amended, be accelerated so
that it will be declared effective by 4:00 pm, Eastern Time, on March 20, 2014 or as soon thereafter as reasonably practicable, (the “Effective Date”).

 The Company hereby acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of
the securities specified in the above-referenced Registration Statement. In addition, the Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

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

 Securities and Exchange Commission

 P. 2

 Please contact Adam E. Fleisher of Cleary Gottlieb Steen & Hamilton LLP at
(212) 225-2286 or Helena K. Grannis of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2376, counsel to the Company, if you have any questions or concerns regarding this matter.

[remainder of page intentionally left blank]

 Securities and Exchange Commission

 P. 3

 Very truly yours,

TPG Specialty Lending, Inc.

By:

/s/ Joshua Easterly

Name:

Joshua Easterly

Title:

Co-Chief Executive Officer

cc:
David Stiepleman

Jennifer Mello

    TPG Specialty Lending, Inc.

Adam E. Fleisher

Michael A. Gerstenzang

Helena K. Grannis

    Cleary Gottlieb Steen & Hamilton LLP

CORRESP
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Response Letter

 March 14, 2014

VIA EDGAR CORRESPONDENCE

 Larry L. Greene

Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549-7553

Re:
TPG Specialty Lending, Inc.

 Amendment No. 2 to Registration Statement on Form
N-2

 Filed March 12, 2014

File No. 333-193986

 Dear
Mr. Greene:

 On behalf of TPG Specialty Lending, Inc. (the “Company”), set forth below are responses to the comments
of the staff (the “Staff”) of the Securities and Exchange Commission that we received in telephone conversations with the Staff on March 12 and March 13, 2014 with respect to the above referenced Amendment No. 2 to
Registration Statement on Form N-2 filed on March 12, 2014 (the “Registration Statement”).

 For your convenience,
the Staff’s comments are set forth in bold below, followed in each case by the Company’s response. Unless otherwise indicated, all page references in the responses set forth below are to the pages of Amendment No. 2.

General

 1. The cover page of the Registration
Statement includes disclosure that the Company believes most investments not currently rated by a rating agency would likely receive a rating of below investment grade (that is, below BBB- or Baa3). Please add the language “which is often
referred to as ‘junk’” to the parenthetical.

 Larry L. Greene

Securities and Exchange Commission

  Page
 2

 Response: In response to the Staff’s comment, the Company has revised the
disclosure on the cover and pages 34 and 59.

 2. Please consider adding, if applicable, disclosure to the cover of the prospectus relating to the
Company’s debt investments having a significant portion of principal due at the maturity of the investment, which would result in a substantial loss to the Company if the borrowers were unable to refinance or repay the debt at maturity.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover and page 35.

3. Please consider adding, if applicable, disclosure to the cover of the prospectus to the effect that the Company’s debt investments have variable
interest rates that reset periodically based on interest rate benchmarks, and, as a result, significant increases in such interest rate benchmarks in the future would make it more difficult for the borrowers to service their obligations under the
debt investments that the Company holds.

 Response: In response to the Staff’s comment, the Company has revised the
disclosure on the cover.

 4. Please revise the disclosure regarding the sales load to present it throughout the Registration Statement as 6.0% (i.e.,
including the 0.50% of sales load that is payable in the sole discretion of the Company), rather than presenting the sales load as 5.5%, together with an additional possible discretionary sales load of 0.50%.

Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover and pages 13, 15, 19, 21, 49,
52, 53, 54, 74, 149 and 159.

 5. We note the disclosure in footnote 3 to the “Portfolio Companies” section on page 102 that states that
variable rate loans bear interest at rates that may be determined by reference to either LIBOR or an alternate base rate, at the borrower’s option. Please provide further detail as to the specific LIBOR rates and alternate base rates in the
variable rate loans.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 102.

 Financial Statements

 6. Please add disclosure to
Note 1 of the Financial Statements regarding the Company’s filing of the Registration Statement.

 Response: In response to
the Staff’s comment, the Company has revised the disclosure on page F-14.

 7. Please add the following language to Note 8 of the Financial
Statements: “These unfunded commitments will no longer remain in effect following the completion of an IPO.”

Response: In response to the Staff’s comment, the Company has revised the disclosure on page F-31.

*    *    *    *    *

 Larry L. Greene

Securities and Exchange Commission

  Page
 3

 We hope that these responses adequately address the Staff’s comments. If the Staff has
any questions concerning this letter or requires further information, please do not hesitate to contact Adam Fleisher at (212) 225-2286.

Very truly yours,

/s/ Adam E. Fleisher

Adam E. Fleisher

 Enclosure

cc:
Jennifer R. Porter

 Securities and Exchange Commission

David Stiepleman

 Jennifer Mello

 TPG Specialty Lending, Inc.

Michael A. Gerstenzang

 Helena
K. Grannis

 Cleary Gottlieb Steen & Hamilton LLP

Stuart H. Gelfond

 Paul D. Tropp

 Fried, Frank, Harris, Shriver & Jacobson LLP

CORRESP
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CORRESP

 March 7, 2014

VIA EDGAR CORRESPONDENCE

 Larry L. Greene

Division of Investment Management

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549-7553

Re:
TPG Specialty Lending, Inc.

 Amendment No. 1 to Registration

Statement on Form N-2

Filed March 4, 2014

File No. 333-193986

 Dear
Mr. Greene:

 On behalf of TPG Specialty Lending, Inc. (the “Company”), set forth below are responses to the comments
of the staff (the “Staff”) of the Securities and Exchange Commission that we received in telephone conversations with the Staff on March 5 and March 6, 2014 with respect to the above referenced Amendment No. 1 to
Registration Statement on Form N-2 filed on March 4, 2014 (the “Registration Statement”).

 For your convenience, the
Staff’s comments are set forth in bold below, followed in each case by the Company’s response. Unless otherwise indicated, all page references in the responses set forth below are to the pages of Amendment No. 1.

 Larry L. Greene

Securities and Exchange Commission

  Page
 2

 General

1.
We note the concurrent private placement you reference on page 3 of the Amendment No. 1 to the Registration Statement. Please provide us with your analysis as to why the private placement should not be
integrated with the registered transaction. Please refer to Securities Act Release 33-8828 and Question 139.25 of our Securities Act Sections Compliance and Disclosure Interpretations for additional guidance, which can be found at our website.

 Response: In accordance with the interpretive guidance provided by the Commission in Release No. 33-8828
(the “Release”) and Question 139.25 of the Commission’s Compliance and Disclosure Interpretations—Securities Act Sections (the “CDI”), the Company believes that the concurrent private placement of the Company’s
common stock (the “Private Placement”) should not be integrated into its initial public offering based on the analysis below.

The Release states that, while the filing of a registration statement is generally viewed as a general solicitation of investors, such a
filing “does not, per se, eliminate a company’s ability to conduct a concurrent private offering.” Release, at 55. Rather, whether the filing of a registration statement constitutes a general solicitation should be evaluated based on
“whether the investors in the private placement were solicited by the registration statement or through some other means that would otherwise not foreclose the availability of the Section 4(2) exemption.” Id. The Release states:
“ . . . if the prospective private placement investor became interested in the concurrent private placement through some means other than the registration statement that did not involve a general solicitation and otherwise was consistent with
Section 4(2), such as through a substantive, pre-existing relationship with the company or direct contact by the company or its agents outside of the public offering effort, then the prior filing of the registration statement generally would
not impact the potential availability of the Section 4(2) exemption for that private placement and the private placement could be conducted while the registration statement for the public offering was on file with the Commission.” Release,
at 56.

 The interpretive guidance provided in the Release was subsequently confirmed by the staff in the CDI, which made clear that such
guidance applies to private placements under Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). In the CDI, the Staff confirmed that, under appropriate circumstances, there can be a side-by-side
private offering, under Section 4(a)(2) of the Securities Act, with a registered public offering without having to limit the private offering to qualified institutional buyers and two to three additional large accredited investors.

In the Company’s case, the shares of the Company’s common stock offered in the Private Placement were offered directly by the
Company exclusively to investors who were pre-existing investors in the Company’s common stock (“Pre-Existing Investors”), and hence the Company had a substantive, pre-existing relationship with each Private Placement offeree. The
underwriters for the initial public offering did not have any role in the Private Placement and will not receive any compensation as a result of the Private Placement. All Pre-Existing Investors are “accredited investors,” as defined in
Rule 501(a) under the Securities Act. No offers for the Private Placement were made by means of a general solicitation, whether in the form of the Registration Statement or otherwise, as each of the Pre-Existing Investors were directly contacted by
the Company outside of any public offering effort for the initial public offering. It is through the Company’s substantive, pre-existing relationships with the Pre-Existing Investors as current investors in the common stock of the Company, and
not through the Registration Statement, that each investor in the Private Placement became interested in purchasing shares of common stock. Moreover, each Pre-Existing Investor that has agreed to buy any shares of the Company’s common stock has
represented and warranted to the Company in its Private Purchase Agreement that it was offered the shares of common stock through private

 Larry L. Greene

Securities and Exchange Commission

  Page
 3

negotiations, not through any general solicitation or general advertising, and did not become aware of the Private Placement from general solicitation, general advertising or the Registration
Statement. Each Pre-Existing Investor that has agreed to buy shares will receive restricted securities within the meaning of Rule 144 under the Securities Act and has acknowledged that the shares received in the Private Placement will be restricted.

 Based on the foregoing and consistent with the Release and the CDI, the Company believes that the Private Placement qualifies as an
exempt transaction under Section 4(a)(2) of the Securities Act on its own and therefore should not be integrated with the Company’s initial public offering.

2.
We note the disclosure on page 124 of the Registration Statement as follows: “The 10b5-1 Plan will require Goldman, Sachs & Co. to purchase for the Adviser shares of common stock offered for sale below
a price equal to the price to the initial public offering price per share through the date we announce our second quarter 2014 earnings and, from and after that date, below our most recently reported net asset value per share as of the date of a
trade.” Please revise this language to clarify the pricing mechanism.

 Response: In response to the
Staff’s comment, we have revised the disclosure to read as follows:

 The 10b5-1 Plan will require Goldman, Sachs & Co. to
purchase for the Adviser shares of common stock (i) through the date we announce our earnings for the second quarter of 2014, when the market price per share is below the initial public offering price per share and, (ii) from and after
that date, when the market price per share is below our most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by TSL to any previously announced net asset value per share).

*        *        *
 *        *

 We hope that these responses adequately address the Staff’s comments. If the
Staff has any questions concerning this letter or requires further information, please do not hesitate to contact Adam Fleisher at (212) 225-2286.

Very truly yours,

/s/ Adam E. Fleisher

Adam E. Fleisher

 Enclosure

cc:
Jennifer R. Porter

 Securities and Exchange Commission

David Stiepleman

 Jennifer Mello

 TPG Specialty Lending, Inc.

Michael A. Gerstenzang

 Helena K.
Grannis

 Cleary Gottlieb Steen & Hamilton LLP

Stuart H. Gelfond

 Paul D. Tropp

 Fried, Frank, Harris, Shriver & Jacobson LLP

CORRESP
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    Unassociated Document

From: Boehm, Steven

Sent: Thursday, December 22, 2011 1:36 PM

To: rupertk@sec.gov

Cc: aleipsic@cgsh.com; Gray, Anne

Subject: TPG Specialty Lending

Hi Kevin

Per our discussion earlier today, attached are clean and marked versions of a draft of a  revised letter responding to your comments on TSL's Schedule 14C. Please let us know if you have any additional comments or questions.

As always, we appreciate your assistance.

Steve

Steven B. Boehm | Partner

Sutherland Asbill & Brennan LLP

1275 Pennsylvania Avenue NW | Washington, DC 20004-2415

202.383.0176 direct | 202.637.3593 facsimile

steven.boehm@sutherland.com | www.sutherland.com

To learn more about alternative fund structures and our BDC and Alternative Assets Practice Group, please visit www.publiclytradedprivateequity.com.

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

This e-mail message is intended only for the personal use of the recipient(s) named above. This message may be an attorney-client communication and as such privileged and confidential. If you are not an intended recipient, you may not review, copy, or distribute this message. If you have received this communication in error, please notify us immediately by e-mail and delete the original message.

CORRESP
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    SUTHERLAND ASBILL & BRENNAN LLP

1275 Pennsylvania Ave., NW

Washington, DC 20004-2415

202.383.0100 Fax 202.637.3593

www.sutherland.com

STEVEN B. BOEHM

DIRECT LINE: 202.383.0176

E-mail: steven.boehm@sutherland.com

March 15, 2011

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel, Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

    TPG Specialty Lending, Inc. — Amendment No. 1 to
Registration Statement on Form 10 filed on March 15, 2011

Dear Mr. Minore,

          On behalf of our client, TPG Specialty Lending, Inc. (the “Company”), we have set
forth below the responses of the Company to the comments provided by the staff (the
“Staff”) of the United States Securities and Exchange Commission (the “Commission”)
during a telephonic conference on March 15, 2011 regarding the Company’s amended registration
statement on Form 10 filed on March 15, 2011 (“Amendment No. 1 to the Form 10”) and the
Company’s response letter (the “Initial Response Letter”) to the Staff’s initial comments
on the Company’s registration statement on Form 10 filed on January 14, 2011(the “Form
10”). Concurrently with this letter, the Company intends to
file Amendment No. 2 to the Form 10
(the “Amendment No. 2 to the Form 10”) to reflect the Company’s responses to the Staff’s
comments as set forth below as well as some other changes. For ease of reference, the text of
each of the Staff’s comments is set forth below in italics with the response immediately following
each italicized comment. Capitalized terms used but not defined herein have the meanings ascribed
to them in Amendment No. 1 to the Form 10. All page references in the following responses
correspond to the page numbers in Amendment No. 1 to the Form 10.

ATLANTA      AUSTIN      HOUSTON      NEW YORK      WASHINGTON DC

March 15, 2011

Page 2

     1. Comment: We note the disclosure provided in response to Comment 2 in the Initial
Response Letter. Please revise the language under “Forward-looking Statements” further to clarify
that the safe harbor for forward-looking statements in Section 21E of the 1934 Act is not available
to the Company as a registered investment company.

     Response: In response to the Staff’s comment, the Company has clarified the disclosure
under “Forward-looking Statements” in Amendment No. 2 to the Form 10.

2. Comment: We note the disclosure provided in response to Comment 8 in the Initial
Response Letter. On page 4: Please reflect in the discussion of the Incentive Fee the Staff’s
position concerning the inclusion of unrealized capital appreciation
on investments in connection with the calculation of the Incentive
Fee expense accrual.

     Response: In response to the Staff’s comment, the Company has revised the disclosure
in Amendment No. 2 to the Form 10 to reflect the Staff’s position.

     3. Comment: We note the disclosure provided in response to Comment 21 in the Initial
Response Letter. On page 30 in the second paragraph: Please confirm that any derivatives entered
into for speculative purposes are not expected to be material to the Company’s business and results
of operations.

     Response: In response to the Staff’s comment, the Company states in Amendment No. 2 to
the Form 10 that any derivatives entered into for speculative purposes are not expected to be
material to the Company’s business or results of operations.

     4. Comment: We note the disclosure provided in response to Comment 22 in the Initial
Response Letter. On page 36 in the first paragraph under “Allocation of Loan Origination
Investment Opportunities:” Please clarify your reference to the Company’s enjoyment of “direct or
indirect benefits,” as it pertains to the Adviser’s
prohibition from acting as manager of other
pooled investment funds.

     Response: In response to the Staff’s comment, the Company has clarified in Amendment
No. 2 to the Form 10 that the Adviser will not be
prohibited from acting as manager of investment
vehicles in which the Company invests or otherwise holds an economic interest.

     5. Comment: We note your response to Comment 25 in the Initial Response Letter. In the
discussion of Anti-takeover Provisions on pages 43-45, please provide disclosure to the effect that
all such material provisions in the Amended and Restated Certificate of Incorporation have been
disclosed. On page 45 in the first line, please also delete the statement that reference should
be made to the Company’s Amended and Restated Certificate of Incorporation for the full text of
these provisions.

     Response: In response to the Staff’s comment, the Company has clarified in Amendment No. 2
to the Form 10 that all material provisions in the Amended and Restated Certificate of
Incorporation relating to anti-takeover provisions have been disclosed. In addition, the Company
has deleted the statement that reference should be made to the Amended and Restated Certificate of
Incorporation for the full text of these provisions.

     6. Comment: We note your response to Comment 26 in the Initial Response Letter.
Please acknowledge that the Staff has not provided you with any advice or guidance regarding the
availability of an exception or exemption from registration of the Private Offering under section
4(2) of the 1933 Act or otherwise.

     Response: In response to the Staff’s comment, the Company acknowledges that the Staff
has not provided the Company with any advice or guidance regarding the availability of an exception
or exemption from registration of the Private Offering under section 4(2) of the 1933 Act or
otherwise.

     7. Comment: On page 32, please revise the “Biographical Information” of the directors
of the Company to provide the additional information required by Item 401(e) of Regulation S-K
under the 1933 Act.

     Response: In response to the Staff’s comment, the Company has revised the biographical
information in Amendment No. 2 to the Form 10 to disclose the appropriate information.

March 15, 2011

Page 3

*      *      *

     The Company has authorized us to acknowledge on its behalf that: (1) it is responsible for the
adequacy and accuracy of the disclosures in its filing; (2) 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 (3) it may not assert Staff’s comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

     In addition, the Company has authorized us to acknowledge that the Division of Enforcement of
the SEC has access to all information provided to the Staff in connection with the filing.

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

    Sincerely,

    /s/ Steven B. Boehm

    Steven B. Boehm

    cc:

    Joshua Easterly/ TPG Specialty Lending, Inc.

    David Stiepleman/ TPG Specialty Lending, Inc.

    Michael Gerstenzang, Esq./ Cleary Gottlieb Steen & Hamilton LLP

    Adrian Leipsic, Esq./ Cleary Gottlieb Steen & Hamilton LLP

    Amanda Lee Hollander, Esq./ Sutherland Asbill & Brennan LLP

CORRESP
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    SUTHERLAND ASBILL & BRENNAN LLP

    1275 Pennsylvania Ave., NW

    Washington, DC 20004-2415

    202.383.0100 Fax 202.637.3593

    www.sutherland.com

STEVEN B. BOEHM

DIRECT LINE: 202.383.0176

E-mail: steven.boehm@sutherland.com

March 14, 2011

VIA EDGAR

Dominic Minore, Esq.

Senior Counsel, Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

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

Dear Mr. Minore,

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

ATLANTA      AUSTIN      HOUSTON      NEW YORK      WASHINGTON DC

March 14, 2011

Page 2

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

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

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

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

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

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

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

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

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

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

March 14, 2011

Page 3

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

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

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

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

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

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

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

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

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

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

March 14, 2011

Page 4

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

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

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

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

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

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

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

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

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

March 14, 2011

Page 5

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

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

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

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

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

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

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

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

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

March 14, 2011

Page 6

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

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

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

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

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

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

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

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

March 14, 2011

Page 7

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

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