On August 23, 2012, TICC Capital Corp. (the "Company") issued a press release announcing that it had completed the sale of notes in a $160,000,000 collateralized loan obligation transaction. A copy of the press release is attached hereto as Exhibit 99.1.

The senior notes offered in this transaction (the "Notes") were issued by TICC CLO 2012-1 LLC, a newly formed special purpose vehicle (the "Issuer"), which is a wholly-owned subsidiary of the Company, and are backed by a diversified portfolio of bank loans. The secured Notes (the "Secured Notes") were issued as Class A-1 senior secured floating rate notes which have an initial face amount of $88,000,000, are rated AAA/Aaa by Standard & Poor's Ratings Services and Moody's Investors Service, Inc., respectively, and bear interest at the three-month London Interbank Offered Rate ("LIBOR") plus 1.75%, Class B-1 senior secured floating rate notes which have an initial face amount of $10,000,000, are rated AA/Aa2 by Standard & Poor's Ratings Services and Moody's Investors Service, Inc., respectively, and bear interest at three-month LIBOR plus 3.50%, Class C-1 secured deferrable floating rate notes which have an initial face amount of $11,500,000, are rated A/A2 by Standard & Poor's Ratings Services and Moody's Investors Service, Inc., respectively, and bear interest at three-month LIBOR plus 4.75%, and Class D-1 secured deferrable floating rate notes which have an initial face amount of $10,500,000, are rated BBB/Baa2 by Standard & Poor's Ratings Services and Moody's Investors Service, Inc., respectively, and bear interest at three-month LIBOR plus 5.75%. The Company retained all of the subordinated notes of the Issuer (the "Subordinated Notes"), which have an initial face amount of $40,000,000, and purchased a portion of the Class D-1 secured deferrable floating rate notes having an initial face value of $3,000,000. The Subordinated Notes do not bear interest and are not rated. Both the Secured Notes and the Subordinated Notes have a stated maturity date of August 25, 2023 and are subject to a two year non-call period. The Issuer has a four year reinvestment period.

As part of this transaction, the Company entered into a master loan sale agreement with the Issuer under which the Company sold certain bank loans to the Issuer in exchange for a combination of cash and the issuance of the Subordinated Notes to the Company. The Company has made customary representations, warranties and covenants in this master loan sale agreement.

In connection with the issuance and sale of the Notes, the Company has made customary representations, warranties and covenants in the purchase agreement by and between the Company, the Issuer and Guggenheim Securities, LLC, which served as the initial purchaser of the Notes. The Secured Notes are the secured obligations of the Issuer, and an indenture governing the Notes includes customary covenants and events of default. The Notes were sold in a private placement transaction and have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state "blue sky" laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

The Company will serve as collateral manager to the Issuer under a collateral management agreement, which contains customary representations, warranties and covenants. Under the collateral management agreement, the Company will perform certain investment management functions, including supervising and directing the investment and reinvestment of the Issuer's assets, as well as perform certain administrative and advisory functions.

The Bank of New York Mellon Trust Company, N.A. will serve as collateral administrator to the Issuer under a collateral administration agreement. The Company has also made customary representations, warranties and covenants in the collateral administration agreement.

The descriptions of the documentation relating to this transaction contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to the underlying agreements, attached hereto as Exhibits 10.1 through 10.5 and incorporated into this Current Report on Form 8-K by reference.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

         Exhibit No. Description

         10.1        Purchase Agreement, dated August 13, 2012, by and among TICC
                     Capital Corp., TICC CLO 2012-1 LLC and Guggenheim Securities,
                     LLC
         10.2        Master Loan Sale Agreement, dated August 23, 2012, by and among
                     TICC Capital Corp. and TICC CLO 2012-1 LLC
         10.3        Indenture, dated August 23, 2012, by and between TICC CLO 2012-1
                     LLC and The Bank of New York Mellon Trust Company, National
                     Association
         10.4        Collateral Management Agreement, dated August 23, 2012, by and
                     between TICC CLO 2012-1 LLC and TICC Capital Corp.
         10.5        Collateral Administration Agreement, dated August 23, 2012, by
                     and among TICC CLO 2012-1 LLC, TICC Capital Corp. and The Bank
                     of New York Mellon Trust Company, National Association
         99.1        Press Release, dated August 23, 2012