[Letterhead of Sutherland Asbill & Brennan LLP]
August 27, 2010
VIA EDGAR
Mr. Kevin C. Rupert
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | TICC Capital Corp. |
Registration Statement on Form N-2 (File No. 333-169061)
filed August 26, 2010
Dear Mr. Rupert:
On behalf of TICC Capital Corp. (the Company), we hereby respectfully request that the staff (the Staff) of the Securities and Exchange Commission (the Commission) afford the Companys universal shelf registration statement on Form N-2 (File No. 333-169061), filed with the Commission on August 26, 2010 (the Registration Statement), a selective review in accordance with Securities Act Release No. 6510 (February 15, 1984).
The disclosure contained in the Registration Statement contains no material changes from the disclosure included in the Companys registration statement on Form N-2 (File No. 333-149894) (the Rights Offering Registration Statement), initially filed with the Commission on March 26, 2008 and declared effective, as amended, on May 16, 2008, which Rights Offering Registration Statement related to the Companys offering of transferable rights to its stockholders of record entitling such rights holders to subscribe for shares of the Companys common stock, except for (i) revisions reflecting material developments relating to the Company during the fiscal year ended December 31, 2009 and the six months ended June 30, 2010, (ii) information specific to the terms and manner of the securities that may be offered pursuant to the Registration Statement, and (iii) the inclusion of annual audited financial statements and related financial data for the year ended December 31, 2009 and unaudited interim financial statements and related financial data for the six months ended June 30, 2010, together with disclosure relating thereto.
* * *
If you have any questions or additional comments concerning the foregoing, please contact John J. Mahon at (202) 383-0515, or the undersigned at (202) 383-0176.
Kevin C. Rupert
August 27, 2010
Page 2
Sincerely, |
/s/ Steven B. Boehm |
Steven B. Boehm |
cc: | John J. Mahon |