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

May 5, 2016

 

Dear Mr. Fox:

We are in receipt of the follow-up oral comment provided by Mr. Fox on May 5, 2016 to Steven Grigoriou of Skadden, Arps, Slate, Meagher & Flom LLP regarding TCP Capital Corp.’s (the “Company” or the “Holding Company”) Post-Effective Amendment No. 1 to its Registration Statement initially filed on Form N-2 on May 29, 2015 (collectively, the “Registration Statement”). The Company has considered your comment and has authorized us to make on its behalf the response discussed below. The comment is set forth below and is followed by the Company’s response.  Capitalized terms not defined herein shall have meanings set forth in the Registration Statement.  In this letter, Special Value Continuation Partners, LP is referred to as the Operating Company.

1.

Comment:

Please confirm that 36th Street Capital Partners Holdings, LLC is the Company’s only wholly-owned or substantially wholly-owned subsidiary that is a holding company.

2.

Response:

The Company confirms that 36th Street Capital Partners Holdings, LLC is the Company’s only wholly-owned or substantially wholly-owned subsidiary that is a holding company.

 

If you have any questions or comments or require any additional information in connection with the above, please telephone the undersigned at (212) 735-3406 or Steven Grigoriou at (416) 777-4727.

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