Eversheds Sutherland (US) LLP 700 Sixth Street, NW, Suite 700 Washington, DC 20001-3980   D: +1 202.383.0176 F: +1 202.637.3593   stevenboehm@ eversheds-sutherland.com

May 17, 2018

Via EDGAR

Securities and Exchange Commission

Division of Investment Management

Attn: Jay Williamson, Esq.

100 F Street, N.E.

Washington, DC 20549

Preliminary Proxy Statement on Schedule 14A filed on April 18, 2018

File No. 814-00733

Dear Mr. Williamson:

On behalf of Triangle Capital Corporation (the “Company”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company on May 2, 2018 relating to the Company’s preliminary proxy statement on Schedule 14A (File No. 814-00733), filed with the SEC on April 18, 2018 (the “Preliminary Proxy Statement”). The Staff’s comments are set forth below in italics and are followed by the Company’s responses. Where indicated, revised disclosure has been included in Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed by the Company on the date hereof (the “Amended Preliminary Proxy Statement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Preliminary Proxy Statement. Unless otherwise noted, references to page numbers herein refer to the page numbers of the Preliminary Proxy Statement.

Response: The Company acknowledges the Staff’s comment and has filed this letter as correspondence on EDGAR.

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		Mr. Jay Williamson May 17, 2018 Page 2

Response: The Company confirms that it considered the above-referenced comments to the Registration Statement and the materiality of such disclosure in the context of the disclosure included in the Preliminary Proxy Statement. In particular, with respect to Comment 2 of the Staff’s October 20, 2017 comments, and in light of the fact that Barings will manage the Company’s investment portfolio on a go-forward basis if the Transactions are approved and consummated, the Company does not believe that disclosure of trends in the metrics used by the Company’s management to monitor portfolio credit quality and performance is material to stockholders for purposes of considering approval of the proposals included in the Company’s proxy statement, as the Company’s management will cease to manage the Company’s investment portfolio following the consummation of the Transactions.

Response: The Company advises the Staff that Barings has confirmed that the trading plan referenced in the Preliminary Proxy Statement will be a “Rule 10b5-1 plan” designed in accordance with Rule 10b5-1(c) under the Exchange Act. The Company has revised the disclosure in the letter to stockholders, the notice of the Special Meeting and pages 1 and 111 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

Response: The Company has deleted the referenced disclosure on page 2 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

Response: The Company has revised the disclosure to address the Staff’s comment. See page 3 of the Amended Preliminary Proxy Statement. In addition, the SBA may consent to the SBA Debentures being assumed by the Asset Buyer because the SBA would still have rights with respect to the collateral underlying the SBA Debentures (i.e., the assets acquired by the Asset Buyer from the Company) in order to secure the Asset Buyer’s obligation to repay the SBA

		Mr. Jay Williamson May 17, 2018 Page 3

Debentures. Alternatively, the SBA could presumably consent to the SBA licenses remaining with the Company, and the SBA Debentures remaining outstanding at the Company, so long as adequate security for repayment of the SBA Debentures is provided.

Response: The Company has revised the disclosure on pages 5 and 6 of the Amended Preliminary Proxy Statement in response to the Staff’s comment to include the above-referenced table.

Response: The Company has revised the disclosure on pages 7 and 64 of the Amended Preliminary Proxy Statement to include the following language:

The Company advises the Staff that the challenges the Company has faced due to persistent low interest rates, new competition, a broader range of available financing products, and a comparatively small balance sheet, all of which combined have contributed to yield compression of the Company’s portfolio, a reduction in the Company’s net investment income, and pressure on the Company’s ability to sustain its historic dividend levels, are disclosed on page 44 of the Amended Proxy Statement.

In addition, the Company advises the Staff, on a supplemental basis, that no lawsuits contributed to the Board’s decision to pursue a strategic transaction. No material lawsuits were pending against the Company at the time that the Board publicly announced on November 1, 2017 that it had elected to pursue the exploration of strategic alternatives; the first class action lawsuit against the Company was filed on November 21, 2017.

		Mr. Jay Williamson May 17, 2018 Page 4

Further, while the Company’s portfolio depreciation during the third quarter of 2017 may have accelerated the Board’s decision to engage a financial advisor to review strategic alternatives, such depreciation did not serve as a primary impetus for the Transactions.

Response: The Company has revised the disclosure on page 13 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

Response: The Company advises the Staff that the tax treatment of the Stockholder Payment is uncertain because such payment does not fall within any clearly defined category of income or gain. In response to the Staff’s comment, the Company has revised the disclosure on page 14 of the Amended Preliminary Proxy Statement and throughout the Amended Preliminary Proxy Statement, as applicable, to place in bold font its expectation that the Stockholder Payment will be treated as ordinary income to the Company’s stockholders.

Response: The Company has revised the disclosure on page 19 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

		Mr. Jay Williamson May 17, 2018 Page 5

Response: The Company advises the Staff that immediately following the sale of the Company’s portfolio investments, Barings will initially invest in and manage a pool of liquid, non-investment grade debt investments, which are estimated to total between $600 million to $615 million, and expects to transition the Company’s liquid debt portfolio over time into a private senior secured debt portfolio. In addition, Barings will have the ability to further grow the portfolio via the prudent use of leverage. Any estimate of the operating expenses that would be incurred in any given post-externalization period would be dependent on many factors and assumptions regarding uncertain future events and circumstances, including, but not limited to, the length of time it may take Barings to fully deploy the Company’s cash following the Externalization Closing, the Company’s future financial condition and operating and portfolio performance, the growth rates, composition and yields on the Company’s future investment portfolio, and the Company’s projected capital structure and leverage.

In the Preliminary Proxy Statement, the Company estimates that the transition to a private senior secured debt portfolio will take approximately two years. In addition to the difficulties in predicting the Company’s future post-externalization financial condition and performance (on which future base management and incentives fees are based under the Advisory Agreement on a go-forward basis), it is difficult to estimate the Company’s future staffing needs, compensation practices and compensation levels that would be in place in 2020 and beyond if it were to remain an internally-managed BDC.

In response to Comment 46, the Company has added disclosure to pages 126 and 127 of the Amended Preliminary Proxy Statement which compares the Company’s reported operating expenses for the year ended December 31, 2017 to the amount that the Company would have paid had the proposed “Post-2019” fee structure been in effect during 2017. Based on this analysis, the Company determined that the operating expenses that would have been incurred during 2017 had the externally-managed structure been in place would not have been significantly different from the actual amount of operating expenses incurred in 2017.

As a result of the above considerations, the Company respectfully advises the Staff that it believes that is not reasonably possible to predict with any degree of accuracy whether the transition to an externally managed structure, coupled with the sale of substantially all of the Company’s portfolio investments, will result in higher or lower operating expenses. As a result, it has elected not to include any additional disclosure in the Amended Preliminary Proxy Statement relating thereto.

		Mr. Jay Williamson May 17, 2018 Page 6

the liquid, non-investment grade debt portfolio will be permissible assets under Section 55(a) of the 1940 Act and otherwise explain how the Company intends to comply with Section 55(a) during the two-year period in which Barings intends to transition the Company’s liquid debt portfolio into a private senior secured debt portfolio, as disclosed in the Preliminary Proxy Statement.

Response: The Company advises the Staff that Barings will serve as the investment adviser of the Company following stockholder approval of the Advisory Agreement and will manage the Company’s assets on a go-forward basis. As set forth in Section 55(a) of the 1940 Act, business development companies are required to maintain at least 70% of their investments in eligible assets specified in Section 55(a). Barings has confirmed that it intends to manage the Company’s assets in accordance with Section 55(a) and at least 70% of the Company’s assets, including the Company’s liquid, non-investment grade debt portfolio, will be considered eligible assets. Barings has also confirmed that as the Company’s investment adviser, it will implement compliance policies in order to monitor the Company’s ongoing compliance with Section 55(a).

Response: The Company advises the Staff that, as disclosed in the Amended Preliminary Proxy Statement, Barings intends to invest in a portfolio of substantially all debt securities and believes the Company will achieve a minimum 6% dividend yield on Company Common Stock (based on the net asset value per share thereof) while the portfolio is invested in principally liquid debt and an 8% dividend yield when the portfolio is invested in principally private senior secured debt. The Company advises the Staff that Barings intends to convert the portfolio from liquid debt to private senior secured debt over a two-year period. Barings arrived at the dividend figures based on its long history of investing in these asset classes and expectation for current and future asset level returns combined with prudent use of leverage. Specifically, Barings has assumed the liquid portfolio would earn LIBOR +3.5% on average and the private senior secured debt portfolio would earn LIBOR +6.6% (made up of primarily first lien loans). These yield targets are achievable assuming the Company operates under the SEC’s existing 200% minimum asset coverage ratio requirement and assuming the ability to obtain current market pricing on borrowed money.

		Mr. Jay Williamson May 17, 2018 Page 7

be paid only to the extent that the hurdle rate is achieved, which may create an incentive for Barings to incur leverage, as such leverage will tend to enhance returns when the Company’s investment portfolio has positive returns.

Response: The Company has revised the disclosure on page 33 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

Response: As previously disclosed in the Company’s current report on Form 8-K filed with the SEC on January 16, 2018, the Company took certain actions to protect the integrity of the strategic transaction review process and encourage bidders to cooperate with the Board-driven process.

Subtitle 6 of Title 3 of the Maryland General Corporation law (the “Maryland Business Combination Act”) provides that certain Maryland corporations, including the Company, are subject to certain fair price and moratorium provisions under Maryland law. In effect, the Maryland Business Combination Act prohibits defined “business combinations” with an “interested stockholder” for a period of five years and thereafter subjects any such transaction to a super-majority vote. These provisions are designed to protect minority stockholders. Section 3-603(c)(1)(ii) of the MGCL, however, permits the board of directors of a Maryland corporation to opt out of the Maryland Business Combination Act, in whole or in part. On January 9, 2018, the Board passed a resolution explicitly subjecting the Company to the Maryland Business Combination Act to protect the integrity of the strategic transaction review process and encourage bidders to cooperate with the Board-driven process.

On the same date, the Board amended the Company’s bylaws by approving the Sixth Amended and Restated Bylaws of Triangle Capital Corporation (the “Amended Bylaws”), effective on that date. The Amended Bylaws included the following changes, among others:

		Mr. Jay Williamson May 17, 2018 Page 8

Both of the foregoing changes sought to encourage bidders to participate in the Board-driven process by making contested director election moderately more challenging (were one to occur during the then-ongoing strategic transaction review process). At the same time, the Company made the following changes to the bylaws:

Each of these changes was either clarifying in nature or, in the case of the exclusive forum provision, intended to reduce the risk of multi-forum litigation and take advantage of certain recent favorable amendments to the MGCL.

Finally, the Company entered into customary indemnification agreements with each of its directors and its executive officers consistent with Maryland law.

		Mr. Jay Williamson May 17, 2018 Page 9

Response: The Company has revised the disclosure on pages 127 and 128 of the Amended Preliminary Proxy Statement in response to the Staff’s comment. Specifically, the Company has inserted the following disclosure:

“As it relates to the go-forward investment strategy, the Adviser will seek to invest on behalf of the Company in performing, well-established middle market businesses that operate across a wide range of industries (i.e., no concentration in any one industry). The Adviser will employ fundamental credit analysis, targeting investments in businesses with relatively low levels of cyclicality and operating risk. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. The Adviser has experience managing levered vehicles, both public and private, and will seek to enhance the Company’s returns through the use of leverage with a prudent approach that prioritizes capital preservation. The Adviser believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles.”

In addition, the Company has revised the disclosure on page 126 of the Amended Preliminary Proxy Statement in response to the Staff’s comment. Specifically, the Company has inserted the following disclosure:

“Pursuant to the Exemptive Relief, present and future funds, including the Company, advised by the Adviser (or an investment adviser controlling, controlled by or under common control with the Adviser) are permitted to co-invest in suitable negotiated investments. Co-investments made under the Exemptive Relief are subject to compliance with the conditions and other requirements contained in the Exemptive Relief. Conditions include, but are not limited to:

		Mr. Jay Williamson May 17, 2018 Page 10

The Exemptive Relief seeks to minimize or eliminate potential conflicts of interest by requiring all participating funds, including the Company, to participate in a co-investment opportunity on the same terms, at the same time, and at the same price. The Exemptive Relief prohibits any affiliate of the Adviser from benefiting from any co-investment opportunity. In addition, the Adviser has adopted compliance policies and procedures, including written allocation policies, that seek to minimize or eliminate potential conflicts of interest.”

Response: The Company has revised the disclosure on pages 59 and 63 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

Response: The Company advises the Staff that each of Barings and BSP indicated only a general interest in potentially hiring Company employees in the event that a strategic transaction with the Company was consummated. Prior to execution of the Asset Purchase Agreement and the Externalization Agreement, neither Barings nor BSP had direct discussions with any specific Company employees regarding an employment relationship following the consummation of a strategic transaction. Moreover, the Company’s outside legal counsel specifically instructed the Company’s management that employment discussions between such individuals and either of BSP or Barings could occur only after the Company’s entry into a definitive transaction agreement in order to avoid conflicts of interest and related concerns. Therefore, the Company respectfully advises the Staff that the Company does not believe that Barings’ and BSP’s general indications of interest in hiring Company employees had any adverse effect on the strategic transaction review process and/or deal terms with respect to the Transactions.

		Mr. Jay Williamson May 17, 2018 Page 11

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

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 7 and 64 of the Amended Preliminary Proxy Statement to remove the reference to the 103% figure.

Response: The Company has revised the disclosure on pages 6 and 64 of the Amended Preliminary Proxy Statement in response to the Staff’s comment. Specifically, the Company has disclosed estimated transaction expenses of $9.0 million and estimated severance payments of $4.7 million, among other charges, to be incurred by the Company in connection with the Transactions.

Response: The Company has revised the disclosure on page 67 of the Amended Preliminary Proxy Statement in response to the Staff’s comment. Specifically, the Company has more clearly described the “no financing contingency” and related representations made by the Asset Buyer in the Asset Purchase Agreement, and described the financial information provided by the Asset Buyer to the Company and its financial advisor in support of such representations.

		Mr. Jay Williamson May 17, 2018 Page 12

Response: The Company has revised the disclosure on page 69 of the Amended Preliminary Proxy Statement in response to the Staff’s comment. Specifically, the Company has more clearly described the Company’s indemnification obligations to the Asset Buyer and the amounts the Company might be obligated to reimburse the Asset Buyer and/or Barings in connection with the termination of the relevant agreement in certain circumstances.

Response: The Company has revised the disclosure on page 74 of the Amended Preliminary Proxy Statement in response to the Staff’s comment. As noted in the revised disclosure, Houlihan Lokey may not have included all companies that might be deemed comparable to the Company; however, Houlihan Lokey has advised the Company that it did not exclude from its analysis any companies simply because they were significant competitors of the Company.

Response: The Company has revised the disclosure on pages 74 and 75 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

Response: The Company has revised the disclosure on page 75 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

Response: The Company has revised the above-referenced heading on page 76 of the Amended Preliminary Proxy Statement to read “Fees and Summary of Other Matters Related to Houlihan Lokey’s Engagement and Relationships with Transaction Participants.”

		Mr. Jay Williamson May 17, 2018 Page 13

Response: The Company has deleted the referenced language on page 78 of the Amended Preliminary Proxy Statement given that it has not taken any steps to update its projections or any of the assumptions thereunder since the date that the projections were finalized on March 1, 2018.

Response: The Company has removed the statement in response to the Staff’s comment, as reflected on page 78 of the Amended Preliminary Proxy Statement.

Response: The Company has revised the disclosure on page 78 of the Amended Preliminary Proxy Statement to disclose that March 1, 2018 was the date on which the Company projections were made.

Response: The Company has revised the disclosure on pages 80 and 81 of the Amended Preliminary Proxy Statement in response to the Staff’s comment. Supplementally, the Company advises the Staff that it believes the Asset Buyer may agree to assume a severance obligation with respect to a particular executive officer of the Company if, among other things, it had a high desire to hire the executive officer (e.g., because of certain special skills or knowledge possessed by the executive officer) and it did not want to risk such executive officer gaining other employment.

		Mr. Jay Williamson May 17, 2018 Page 14

Response: The Company advises the Staff that the above-referenced statement is intended to make clear that the tax disclosure is not a complete explanation of general tax law. For example, the disclosure does not discuss the difference in treatment between ordinary income and capital gains. Similarly, the Company’s disclosure cannot be reasonably expected to address every individual stockholder’s tax considerations, so the disclosure does not discuss applicable tax rates or how the transaction will impact other deductions or income of the stockholders. The Company believes stockholders are aware of general US tax laws and that this summary is appropriately limited to a general explanation of the specific tax consequences of the transactions being discussed. Finally, the Company notes that the disclosure is not intended to constitute tax advice and stockholders are encouraged to speak to their own tax advisors in light of their own unique circumstances.

Response: The Company confirms that it is aware of the obligations emphasized by the SEC in the Titan 21(a) Report.

Response: The Company has revised the disclosure on pages 90 and 115 of the Amended Preliminary Proxy Statement in response to the Staff’s comment. The Company advises the Staff that the parties to the Asset Purchase Agreement and the Externalization Agreement recognize that the Company may be required to surrender its SBA licenses in connection with the consummation of the Transactions, or that the SBA licenses may transfer to the Asset Buyer at closing. However, the Company does not believe that the surrender or transfer thereof would have a material negative impact on a go-forward basis. In this regard, the dividend targets discussed elsewhere in the Amended Preliminary Proxy

		Mr. Jay Williamson May 17, 2018 Page 15

Statement assume that the SBA licenses will be surrendered by the Company in connection with the consummation of the Transactions. Moreover, the Company advises the Staff that Barings maintains active leverage facilities with leading commercial banking institutions and believes it will be able to source a leverage facility for the Company on attractive terms and conditions with limited to no impact on the Company on a go-forward basis.

Response: The Company has revised the disclosure on page 96 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

Response: Below please find a summary of each individual transaction listed in the series of transactions to be effectuated upon the Externalization Closing and a brief description of the business purposes thereof.

		Mr. Jay Williamson May 17, 2018 Page 16

Response: The Company has revised the disclosure on page 117 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

Response: The Company has revised the disclosure on pages 117 and 118 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

Response: The Company hereby confirms that the Board has the authority to divide itself into three (3) equal, or nearly equal, classes pursuant to Section 3-803 of the MGCL. The Company intends to adopt new bylaws prior to the Externalization Closing reflecting the staggered board structure and providing the procedures governing the election of directors into the staggered board.

		Mr. Jay Williamson May 17, 2018 Page 17

discloses that bonuses to management cannot be objectively determined because of restrictions on incentive compensation under the 1940 Act. The Staff notes, however, that the “Compensation Expenses” line item in the Statements of Operations included in the Company’s most recently filed annual report on Form 10-K includes “discretionary compensation” and “equity-based compensation.” Please revise the above-referenced sentence to clarify the disclosure or consider removing the sentence.

Response: The 1940 Act provides that a BDC such as the Company may maintain either an equity incentive plan or a “profit-sharing plan,” but not both, for its executive officers and other employees. See Sections 61(a)(3)(B)(i) and (iv) of the 1940 Act. The Compensation Committee of the Company’s Board of Directors believes that equity incentives strongly align the interests of executive officers and employees with those of the Company’s stockholders. Accordingly, the Company has adopted and maintains equity incentive plans for its executive officers and employees. As a result, the 1940 Act prohibits the Company from having a “profit-sharing plan.”

The term “profit-sharing plan” is defined very broadly in the 1940 Act but in this context is generally viewed as referring to incentive and other compensation being directly tied to a company’s gross or net income or any other indicia of the company’s overall financial performance, such as realized gains or losses and unrealized appreciation or depreciation on investments. In this regard, the SEC has indicated that a compensation program possesses profit-sharing characteristics if a company is obligated to make payments under the program based on company performance metrics.

Due to these restrictions imposed by the 1940 Act, the Compensation Committee of the Company’s Board of Directors is not permitted to use nondiscretionary or formulaic Company performance goals or criteria to determine executive incentive compensation. Instead, the Committee considers overall Company performance along with other factors, including individual performance criteria, and uses its discretion in determining the appropriate compensation for executive officers and other key employees.

In light of the foregoing, the Company has revised the disclosure on page 125 of the Amended Preliminary Proxy Statement in response to the Staff’s comment to clarify that “bonuses to management that cannot be directly tied to Company performance because of restrictions . . . under the 1940 Act.” [Emphasis added.]

		Mr. Jay Williamson May 17, 2018 Page 18

Response: The Company has revised the disclosure on pages 125 and 126 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

Response: The Company advises the Staff that both definitions of “Pre-Incentive Fee Net Investment Income” include the same components; however, when used in the context of the “Pre-2020 Period,” the period of reference used to calculate “Pre-Incentive Fee Net Investment Income” is only the immediately preceding calendar quarter for which such fees are being calculated. In the “Post-2019 Period,” the period of reference used to calculate “Pre-Incentive Fee Net Investment Income” is the immediately preceding calendar quarter and the eleven preceding calendar quarters (or such fewer number of preceding calendar quarters counting each calendar quarter beginning on or after January 1, 2020), such period referred to as the “Trailing Twelve Quarters.” The Company advises the Staff that the above-referenced difference is disclosed on page 129 of the Amended Preliminary Proxy Statement.

Response: The Company advises the Staff that, in the event that a vacancy occurs on the Board, the Company’s organizational documents require (as permitted by Section 3-804(c) of the MGCL) that the remaining members of the Board, and not the stockholders, elect the replacement directors to fill any such vacancy. Further, neither the NYSE listing requirements nor the 1940 Act prohibits the Board from filling vacancies on the Board through the affirmative vote of a majority of the remaining directors in office (for example, Section 16(a) of the 1940 Act does not apply to BDCs).

The Company further advises the Staff that the replacement directors who are labeled as independent directors in the Amended Preliminary Proxy Statement have been so labeled because they do not fall into any of the disabling conduct or provisions set forth in Section 2(a)(19) of the 1940 Act.

		Mr. Jay Williamson May 17, 2018 Page 19

Response: The Company has revised the disclosure on page 138 of the Amended Preliminary Proxy Statement to clarify that the Board considered the fact that there were no known potential future sources of indirect income to the Adviser from its relationships with the Company in its determination to approve the Advisory Agreement.

Response: The Company has revised the disclosure on page 139 of the Preliminary Proxy Statement.

Response: The Company has revised the disclosure on pages 126 and 127 of the Preliminary Proxy Statement.

Response: The Company has revised the disclosure on page 140 of the Amended Preliminary Proxy Statement and added a cross-reference to the section of the Amended Preliminary Proxy Statement in which the lookback feature is disclosed. The Company advises the Staff that, during the Post-2019 Period, the Income-Based Fee includes a lookback feature whereby Pre-Incentive Fee Net Investment Income is calculated as the average Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters, and then compared to the quarterly hurdle rate of 2.0%, as compared to the Pre-2020 Period, where there is no lookback feature.

		Mr. Jay Williamson May 17, 2018 Page 20

Response: The Company respectfully advises the Staff that the Company has concluded that this requirement is inapplicable. Barings has confirmed that no other Barings fund has an investment objective and strategies that are substantially similar to those of the Company. While Barings does contemplate that the Company and Barings-advised funds will engage in certain co-investment transactions, Barings-advised funds (i) do not have to comply with the 70%/30% test of Section 55(a) of the 1940 Act, (ii) may focus exclusively on first lien or mezzanine debt (as compared to the Company’s broader strategy), (iii) generally are private funds that do not offer public type liquidity to shareholders, and (iv) have a three- or five-year investment period and a finite life (as compared to the Company’s infinite life as a permanent capital vehicle). These differences are significant and lead to the conclusion that the requirements of Item 22(c)(10) are inapplicable.

Response: The Company has revised the disclosure on page 141 of the Amended Preliminary Proxy Statement in response to the Staff’s comment. Specifically, the Amended Preliminary Proxy Statement includes the following disclosure: “In other words, while the Company currently may borrow $1 for investment purposes for every $1 of investor equity, if the Reduced Asset Coverage Ratio Proposal is approved, then the Company would be able to borrow $2 for investment purposes for every $1 of investor equity, effective as of the day after the Special Meeting.”

		Mr. Jay Williamson May 17, 2018 Page 21

Response: The Company has revised the disclosure on pages 142 and 143 of the Amended Preliminary Proxy Statement in response to the Staff’s comment to include the above-referenced tables and relevant assumptions.

Response: The Company has revised the disclosure on page 145 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

Response: The Company has revised the disclosure on page 146 of the Amended Preliminary Proxy Statement, and throughout the Amended Preliminary Proxy Statement, as applicable, in response to the Staff’s comment. Specifically, the Company has revised the heading of the proposal to read “Proposal 5 – Advisory (Non-Binding) Vote on Golden Parachute Compensation.”

Response: The Company has revised the disclosure on page 148 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

		Mr. Jay Williamson May 17, 2018 Page 22

Response: The Company has revised the disclosure on page 148 of the Amended Preliminary Proxy Statement in response to the Staff’s comment. Specifically, the Amended Preliminary Proxy Statement makes clear that the benefits upon the occurrence of certain events are in addition to the benefits/rights disclosed in the second full paragraph on page 148.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure throughout the Amended Preliminary Proxy Statement to remove reference to the “Stockholder Payment Record Date” and to disclose that the Stockholder Payment will be payable to stockholders of record as of the date of the Externalization Closing.

Response: The Company has revised the disclosure on pages 154 and 155 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

Response: The Company advises the Staff, on a supplemental basis, that under the Asset Purchase Agreement, the Asset Buyer has agreed to assume the “Assumed Obligations,” which includes all obligations with respect to the purchased assets under the related loan and equity documents, including unfunded commitments, to the extent that such obligations are to be performed after the effective time of the Asset Sale.

		Mr. Jay Williamson May 17, 2018 Page 23

Response: The Company advises the Staff, on a supplemental basis, that the Transactions are not deemed to be a “liquidation” under the Articles or Maryland law because the transactions contemplated by the Asset Sale Proposal involve the sale of all or substantially all of the assets of the Company and the Board did not approve any action that would result in the liquidation or dissolution of the Company.

“Liquidation” of a corporation is not defined by MGCL or the Articles, but is commonly understood to involve one of the following processes: (1) the sale of all or substantially all the assets of the corporation followed by a distribution to the stockholders of the resulting proceeds; (2) the voluntary statutory dissolution of the corporation pursuant to the MGCL and associated winding up of the affairs of the corporation by its directors; or (3) the sale of all or substantially all the assets of the corporation together with or followed by the voluntary statutory dissolution of the corporation pursuant to the MGCL culminating in one or more distributions to the stockholders of any remaining proceeds. In each case, all of the proceeds of the transactions (after the payment of any liabilities and the setting aside of funds to satisfy contingent liabilities) are distributed to the stockholders and the existence of the entity is terminated. In the Transactions, the proceeds of the Asset Sale will not be distributed to the stockholders and the existence of the Company will not be terminated.

The Company also advises the Staff that the characterization of the Transactions as a “liquidation” (which it is not for the reasons set forth above) still would only require approval by the affirmative vote of the holders of a majority of shares of the Company’s then-outstanding common stock because, pursuant to Section 6.2(a) of the Articles, the Continuing Directors (as defined in the Articles), by a vote of at least seventy-five percent (75%) of such Continuing Directors, approved the underlying resolution.

The Company also advises the Staff, on a supplemental basis, that only the Asset Sale Proposal, Stock Issuance Proposal and Advisory Agreement Proposal are required to be approved by stockholders in order to effectuate the Transactions. The Asset Sale Proposal is governed by Section 3-105 of the MGCL which generally requires the transfer of assets to be approved by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter unless otherwise provided for by the company’s charter. As permitted under the MGCL, the Articles require that a transfer of assets be approved by the lower standard of the affirmative vote of the holders of a majority of shares of the Company’s then-outstanding common stock.

Pursuant to the Company’s bylaws and requirements of the NYSE, the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast at the Special Meeting.

		Mr. Jay Williamson May 17, 2018 Page 24

Pursuant to the 1940 Act, the Advisory Agreement Proposal requires the affirmative vote of the holders of at least a “majority of the outstanding voting securities” (as defined in the 1940 Act) of the Company. The shares of Company Common Stock are the Company’s only outstanding voting securities. Thus, under the 1940 Act, a “majority of the outstanding voting securities” of the Company means the affirmative vote of the lesser of (a) 67% or more of the shares of Company Common Stock present or represented by proxy at the Special Meeting, if the holders of more than 50% of the outstanding shares of Company Common Stock are present or represented by proxy at the Special Meeting, or (b) more than 50% of the outstanding shares of Company Common Stock. The Company advises the Staff, on a supplemental basis, that these requirements are set forth in the Preliminary Proxy Statement for the benefit of investors.

Response: The Company has revised the disclosure on pages 4 and 11 of the Amended Preliminary Proxy Statement in response to the Staff’s comment.

*        *        *

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

Steven C. Lilly, Triangle Capital Corporation

C. Robert Knox, Jr., Triangle Capital Corporation

Harry Pangas, Eversheds Sutherland (US) LLP