0001140361-18-014329.txt : 20180824 0001140361-18-014329.hdr.sgml : 20180824 20180320172529 ACCESSION NUMBER: 0001140361-18-014329 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TCP Capital Corp. CENTRAL INDEX KEY: 0001370755 IRS NUMBER: 562594706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2951 28TH STREET STREET 2: SUITE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 310-566-1000 MAIL ADDRESS: STREET 1: 2951 28TH STREET STREET 2: SUITE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90405 FORMER COMPANY: FORMER CONFORMED NAME: TCP Capital Corp. DATE OF NAME CHANGE: 20120402 FORMER COMPANY: FORMER CONFORMED NAME: Special Value Continuation Fund, LLC DATE OF NAME CHANGE: 20060728 CORRESP 1 filename1.htm
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

March 20, 2018

Dominic Minore
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, D.C.  20549
  
RE:
TCP Capital Corp.

Dear Mr. Minore:
On March 20, 2018, TCP Capital Corp. (the “Company”) filed a reviewable post-effective amendment (the “Amendment”) to the Registration Statement on Form N-2 (File No. 333-216716) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). When declared effective pursuant to Section 8(c) of the Securities Act, the Amendment is intended to update the Registration Statement.

On behalf of the Company, for ease of reference, we submit a portable document format marked version of the Amendment indicating changes to the Pre-Effective Amendment No. 1, filed April 28, 2017 and declared effective on May 3, 2017, to the Registration Statement (the “Current Effective Registration Statement”).

The Company represents that the Amendment is substantially similar to the Current Effective Registration Statement and that the only substantive changes made to the disclosure contained in the Amendment are as follows:

o
Financial statements and the notes thereto, the MD&A, dividends declared by the Company, selected financial data, price range of common stock and other related updates were included in the base prospectus (as of the Company’s fiscal year end December 31, 2017).
o
The Risks section was updated to reflect certain factual updates related to the Company, current regulatory conditions and current market conditions.
 

o
The Sales of Common Stock Below Net Asset Value section was revised to show the current ability of the Company, as approved by its shareholders, to issue shares below net asset value.  The section is substantively similar to the corresponding section in the Amendment.
o
The Company section was revised to show current information about the Company’s investments.
o
The Management of the Company section was revised to show current information about the Company’s Directors and Officers.
o
Compensation paid to Directors and Officers was updated.
o
Fees paid to the Company’s investment adviser and its administrator were updated.
o
The Investment Portfolio chart was revised to show information as of December 31, 2017.
o
The leverage program disclosure was updated to show current information about the Company’s leverage program.
o
The tax disclosure was revised slightly.
o
Other minor factual updates.
 
As such, the Company hereby requests expedited review of the Amendment.  If you have any questions, please contact me at (416) 777-4727 or Michael Hoffman at (212) 735-3406.

 
Sincerely,
   
 
/s/ Steven Grigoriou
 
Steven Grigoriou