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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
 (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    001-33130
  Triangle Capital
    Corporation
 (Exact name of registrant as
    specified in its charter)
  Maryland(State or other jurisdiction
    of
    incorporation or organization)

06-1798488(I.R.S. Employer
    Identification No.)3700 Glenwood Avenue, Suite 530
    Raleigh, North Carolina(Address and zip code of
    principal executive offices)

27612(Zip
    Code)   Registrants telephone number, including area code:
 (919) 719-4770
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per share

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K,




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##### 





TRIANGLE
    CAPITAL CORPORATION
  TABLE OF
    CONTENTS
  ANNUAL
    REPORT ON
    FORM 10-K
 For the
    Fiscal Year Ended December 31, 2008
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


26Item 1B.


Unresolved Staff Comments


42Item 2.


Properties


42Item 3.


Legal Proceedings


42Item 4.


Submission of Matters to a Vote of Security
    Holders


42PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


42Item 6.


Selected Financial Data


48Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


50Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


62Item 8.


Financial Statements and Supplementary Data


62Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


62Item 9A(T).


Controls and Procedures


63Item 9B.


Other Information


64PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


65Item 11.


Executive Compensation


65Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


66Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


66Item 14.


Principal Accountant Fees and Services


66PART IVItem 15.


Exhibits and Financial Statement Schedules


67Signatures


70ExhibitsEX-3.4EX-4.9EX-4.10EX-4.11EX-4.12EX-4.13EX-4.14EX-4.15EX-4.16EX-4.17EX-4.18EX-4.19EX-14.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   1




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FORWARD-LOOKING
    STATEMENTS
  This Annual Report contains forward-looking statements which
    are subject to the safe harbor provisions of the Private
    Securities Litigation Reform Act of 1995. Statements that are
    not historical are forward-looking statements within the meaning
    of Section 27A of the Securities Act of 1933 and
    Section 21E of the Securities Exchange Act of 1934. Some of
    the statements in this Annual Report constitute forward-looking
    statements because they relate to future events or our future
    performance or financial condition. Forward-looking statements
    may include, among other things, statements as to our future
    operating results, our business prospects and the prospects of
    our portfolio companies, the impact of the investments that we
    expect to make, the ability of our portfolio companies to
    achieve their objectives, our expected financings and
    investments, the adequacy of our cash resources and working
    capital, and the timing of cash flows, if any, from the
    operations of our portfolio companies. Words such as
    expect, anticipate, target,
    goals, project, intend,
    plan, believe, seek,
    estimate, continue,
    forecast, may, should,
    potential, variations of such words, and similar
    expressions indicate a forward-looking statement, although not
    all forward-looking statements include these words. Readers are
    cautioned that the forward-looking statements contained in this
    Annual Report are only predictions, are not guarantees of future
    performance, and are subject to risks, events, uncertainties and
    assumptions that are difficult to predict. Our actual results
    could differ materially from those implied or expressed in the
    forward-looking statements for any reason, including the factors
    discussed in Item 1A entitled Risk Factors in
    Part I of this Annual Report and elsewhere in this Annual
    Report. Other factors that could cause actual results to differ
    materially include changes in the economy, risks associated with
    possible disruption in our operations or the economy generally
    due to terrorism, and future changes in laws or regulations and
    conditions in our operating areas. These statements are based on
    our current expectations, estimates, forecasts, information and
    projections about the industry in which we operate and the
    beliefs and assumptions of our management as of the date of this
    Annual Report. We assume no obligation to update or revise any
    forward-looking statements, whether as a result of new
    information, future events or otherwise, unless we are required
    to do so by law. Although we undertake no obligation to revise
    or update any forward-looking statements, whether as a result of
    new information, future events or otherwise, you are advised to
    consult any additional disclosures that we may make directly to
    you or through reports that we in the future may file with the
    SEC, including annual reports on
    Form 10-K,
    quarterly reports on
    Form 10-Q
    and current reports on
    Form 8-K.
 2




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PART I  Item 1.
    Business.  Formation
    of Our Company
    
    We acquired 100% of the limited partnership interests in the
    Fund, which became our wholly owned subsidiary, retained its
    license by the United States Small Business Administration (the
    SBA) to operate as a small business investment
    company (an SBIC), continued to hold its existing
    investments and to make new investments with the net proceeds of
    the IPO.
    We acquired 100% of the equity interests in TML, the general
    partner of the Fund.      
    (1)
    
    Based on 6,686,760 shares of common stock outstanding
    immediately after the IPO and consummation of the Formation
    Transactions.  Form 10-K. Form 10-K, Form 10-Q, Form 8-K,
 3




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Overview
    of our Business
        Our
    Business Strategy
    
    Focusing on Underserved Markets.  We believe
    that broad-based consolidation in the financial services
    industry coupled with operating margin and growth pressures have
    caused financial institutions to de-emphasize services to lower
    middle market companies in favor of larger corporate clients and
    capital market transactions. We believe these dynamics have
    resulted in the financing market for lower middle market
    companies to be underserved, providing us with greater
    investment opportunities.
    Providing Customized Financing Solutions.  We
    offer a variety of financing structures and have the flexibility
    to structure our investments to meet the needs of our portfolio
    companies. Typically we invest in senior and subordinated debt
    securities, coupled with equity interests. We believe our
    ability to customize financing arrangements makes us an
    attractive partner to lower middle market companies.
    Leveraging the Experience of Our Management
    Team.  Our senior management team has more than
    100 years of combined experience advising, investing in,
    lending to and operating companies across changing market
    cycles. The members of our management team have diverse
    investment backgrounds, with prior experience at investment
    banks, specialty finance companies, commercial banks, and
    privately and publicly held companies in the capacity of
    executive officers. We believe this diverse experience provides
    us with an in depth understanding of the strategic, financial
    and operational challenges and opportunities of lower middle
    market companies. We believe this understanding allows us to
    select and structure better investments and to efficiently
    monitor and provide managerial assistance to our portfolio
    companies.
    Applying Rigorous Underwriting Policies and Active Portfolio
    Management.Our senior management team has
    implemented rigorous underwriting policies that are followed in
    each transaction. These policies include a thorough analysis of
    each potential portfolio companys competitive position, 4




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financial performance, management team operating discipline,
    growth potential and industry attractiveness, allowing us to
    better assess the companys prospects. After investing in a
    company, we monitor the investment closely, typically receiving
    monthly, quarterly and annual financial statements. We analyze
    and discuss in detail the companys financial performance
    with management in addition to attending regular board of
    directors meetings. We believe that our initial and ongoing
    portfolio review process allows us to monitor effectively the
    performance and prospects of our portfolio companies.  
    Taking Advantage of Low Cost Debentures Guaranteed by the
    SBA.  Our license to do business as an SBIC allows
    us to issue fixed-rate, low interest debentures which are
    guaranteed by the SBA and sold in the capital markets,
    potentially allowing us to increase our net interest income
    beyond the levels achievable by other BDCs utilizing traditional
    leverage.
    Maintaining Portfolio Diversification.  While
    we focus our investments in lower middle market companies, we
    seek to diversify across various industries. We monitor our
    investment portfolio to ensure we have acceptable
    diversification, using industry and market metrics as key
    indicators. By monitoring our investment portfolio for
    diversification we seek to reduce the effects of economic
    downturns associated with any particular industry or market
    sector. However, we may from time to time hold securities of a
    single portfolio company that comprise more than 5.0% of our
    total assets
    and/or more
    than 10.0% of the outstanding voting securities of the portfolio
    company. For that reason, we are classified as a non-diversified
    management investment company under the 1940 Act.
    Utilizing Long-Standing Relationships to Source
    Deals.Our senior management team maintains
    extensive relationships with entrepreneurs, financial sponsors,
    attorneys, accountants, investment bankers, commercial bankers
    and other non-bank providers of capital who refer prospective
    portfolio companies to us. These relationships historically have
    generated significant investment opportunities. We believe that
    our network of relationships will continue to produce attractive
    investment opportunities.  Investments
  Debt
    Investments
    payment-in-kind,
 5




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Equity
    Investments
    Investment
    Criteria
    
    Established Companies With Positive Cash
    Flow.  We seek to invest in established companies
    with a history of generating revenues and positive cash flows.
    We typically focus on companies with a history of profitability
    and minimum trailing twelve month EBITDA of $2.0 million.
    We do not invest in
    start-up
    companies, distressed situations, turn-around
    situations or companies that we believe have unproven business
    plans.
    Experienced Management Teams With Meaningful Equity
    Ownership.Based on our prior investment
    experience, we believe that a management team with significant
    experience with a portfolio company or relevant industry
    experience and meaningful equity ownership is more committed to
    a portfolio company. We believe a management team with these
    attributes is more likely to manage the portfolio company in a
    manner that enhances the value of our investment.
    Strong Competitive Position.  We seek to invest
    in companies that have developed strong positions within their
    respective markets, are well positioned to capitalize on growth
    opportunities and compete in industries with barriers to entry.
    We also seek to invest in companies that exhibit a competitive
    advantage, which may help to protect their market position and
    profitability.
    Diversified Customer and Supplier Base.  We
    prefer to invest in companies that have a diversified customer
    and supplier base. Companies with a diversified customer and
    supplier base are generally better able to endure economic
    downturns, industry consolidation and shifting customer
    preferences.
    Significant Invested Capital.  We believe the
    existence of significant underlying equity value provides
    important support to investments. We will look for portfolio
    companies that we believe have sufficient embedded equity or
    franchise value.  Investment
    Committees
     6




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Investment
    Process
    
    Origination
    Due Diligence and Underwriting
    Approval
    Documentation and Closing
    Portfolio Management and Investment Monitoring    
  Origination
      
    A comprehensive financial model that we prepare based on
    quantitative analysis of historical financial performance,
    financial projections and pro forma financial ratios assuming
    investment;
    Competitive landscape surrounding the potential investment;
    Strengths and weaknesses of the potential investments
    business strategy and industry; 7




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
    Results of a broad qualitative analysis of the companys
    products or services, market position, market dynamics and
    customers and suppliers; and
    Potential investment structures, certain financing ratios and
    investment pricing terms.    Due
    Diligence and Underwriting
  on-site
      Approval
    Documentation
    and Closing
   8




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Portfolio
    Management and Investment Monitoring
    
    Monthly and quarterly review of actual financial performance
    versus the corresponding period of the prior year and financial
    projections;
    Monthly and quarterly monitoring of all financial and other
    covenants;
    Review of senior lender loan compliance certificates, where
    applicable;
    Quarterly review of operating results, and general business
    performance, including the preparation of a portfolio monitoring
    report which is distributed to members of our investment
    committee;
    Periodic face-to-face meetings with management teams and
    financial sponsors of portfolio companies;
    Attendance at portfolio company board meetings through board
    seats or observation rights; and
    Application of our investment rating system to each investment.    Investment
    Rating System
     9




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InvestmentRating

Description10

Investment is performing above original expectations and
    possibly 30.0% or more above original projections provided by
    the portfolio company. Investment has been positively influenced
    by an unforeseen external event. Full return of principal and
    interest is expected. Capital gain is expected.9

Investment is performing above original expectations and
    possibly 30.0% or more above original projections provided by
    the portfolio company. Investment may have been or is soon to be
    positively influenced by an unforeseen external event. Full
    return of principal and interest is expected. Capital gain is
    expected.8

Investment is performing above original expectations and
    possibly 21.0% to 30.0% above original projections provided by
    the portfolio company. Full return of principal and interest is
    expected. Capital gain is expected.7

Investment is performing above original expectations and
    possibly 11.0% to 21.0% above original projections provided by
    the portfolio company. Full return of principal and interest is
    expected. Depending on age of transaction, potential for capital
    gain exists.6

Investment is performing above original expectations and
    possibly 5.0% to 11.0% above original projections provided by
    the portfolio company. Full return of principal and interest is
    expected. Depending on age of transaction, potential for capital
    gain exists.5

Investment is performing in line with expectations. Full return
    of principal and interest is expected. Depending on age of
    transaction, potential for nominal capital gain may be expected.4

Investment is performing below expectations, but no covenant
    defaults have occurred. Full return of principal and interest is
    expected. Little to no capital gain is expected.3

Investment is in default of transaction covenants but interest
    payments are current. No loss of principal is expected.2

Investment is in default of transaction covenants and interest
    (and possibly principal) payments are not current. A principal
    loss of between 1.0% and 33.0% is expected.1

Investment is in default of transaction covenants and interest
    (and possibly principal) payments are not current. A principal
    loss of between 34.0% and 67.0% is expected.0

Investment is in default and a principal loss of between 68.0%
    and 100.0% is expected.   Valuation
    Process and Determination of Net Asset Value
  Valuation
    Process
    Fair Value
    Measurements
   10




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Level 1
  Level 2
  Level 3
        
    financial standing of the issuer of the security;
    comparison of the business and financial plan of the issuer with
    actual results;
    the size of the security held as it relates to the liquidity of
    the market for such security;
    pending public offering of common stock by the issuer of the
    security;
    pending reorganization activity affecting the issuer, such as
    merger or debt restructuring;
    ability of the issuer to obtain needed financing;
    changes in the economy affecting the issuer;
    financial statements and reports from portfolio company senior
    management and ownership;
    the type of security, the securitys cost at the date of
    purchase and any contractual restrictions on the disposition of
    the security;
    discount from market value of unrestricted securities of the
    same class at the time of purchase; 11




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
    special reports prepared by analysts;
    information as to any transactions or offers with respect to the
    security
    and/or sales
    to third parties of similar securities;
    the issuers ability to make payments and the type of
    collateral;
    the current and forecasted earnings of the issuer;
    statistical ratios compared to lending standards and to other
    similar securities; and
    other pertinent factors.          Determination
    of Net Asset Value
   12




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Managerial
    Assistance
    Competition
        Brokerage
    Allocation and Other Practices
    Dividend
    Reinvestment Plan
     13




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15252-8015, (866) 228-7201.
  15252-8015.
  Employees
   14




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Election
    to be Regulated as a Business Development Company and Regulated
    Investment Company
    
    We report our investments at market value or fair value with
    changes in value reported through our statement of
    operations.  Regulation S-X,
  
    We generally will be required to pay income taxes only on the
    portion of our taxable income we do not distribute to
    stockholders (actually or constructively).      
    Our ability to use leverage as a means of financing our
    portfolio of investments will be limited.   15




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
    We intend to distribute substantially all of our income to
    our stockholders.    Exemptive
    Relief
      Regulation
    of Business Development Companies
        Qualifying
    Assets
     16




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Managerial
    Assistance to Portfolio Companies
    Temporary
    Investments
   17




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agreed-upon agreed-upon
  Senior
    Securities
    Code
    of Ethics
  Rule 17j-1
  Proxy
    Voting Policies and Procedures
  case-by-case
     18




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Other
          Small
    Business Administration Regulations
    and/or
       19




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Material
    U.S. Federal Income Tax Considerations
  Form 10-K
 20




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
    A citizen or individual resident of the United States;
    A corporation or other entity treated as a corporation, for
    U.S. federal income tax purposes, created or organized in
    or under the laws of the United States or any political
    subdivision thereof;
    A trust if a court within the United States is asked to exercise
    primary supervision over the administration of the trust and one
    or more United States persons have the authority to control all
    substantive decisions of the trust; or
    A trust or an estate, the income of which is subject to
    U.S. federal income taxation regardless of its source.  Non-U.S. stockholder
      Election
    to be Taxed as a Regulated Investment Company
    Taxation
    as a Regulated Investment Company
        
    continue to qualify as a BDC under the 1940 Act at all times
    during each taxable year; 21




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
    derive in each taxable year at least 90.0% of our gross income
    from dividends, interest, payments with respect to certain
    securities loans, gains from the sale of stock or other
    securities, or other income derived with respect to our business
    of investing in such stock or securities (the 90.0% Income
    Test); and
    diversify our holdings so that at the end of each quarter of the
    taxable year:  
    at least 50.0% of the value of our assets consists of cash, cash
    equivalents, U.S. Government securities, securities of
    other RICs, and other securities if such other securities of any
    one issuer do not represent more than 5.0% of the value of our
    assets or more than 10.0% of the outstanding voting securities
    of the issuer; and
    no more than 25.0% of the value of our assets is invested in the
    securities, other than U.S. government securities or
    securities of other RICs, of one issuer or of two or more
    issuers that are controlled, as determined under applicable
    Internal Revenue Code rules, by us and that are engaged in the
    same or similar or related trades or businesses (the
    Diversification Tests).    and/or
    Taxation
    of U.S. Stockholders
   22




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Taxation
    of Non-U.S.
    Stockholders
  Non-U.S. stockholder Non-U.S. stockholder Non-U.S. stockholders
  Non-U.S. stockholders Non-U.S. stockholder, Non-U.S. stockholder
 24




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Non-U.S. stockholder
  (1) U.S.-source Non-U.S. stockholders
  Non-U.S. stockholder, Non-U.S. stockholder Non-U.S. stockholder Non-U.S. stockholder
  Non-U.S. stockholder Non-U.S. stockholder Non-U.S. stockholder Non-U.S. stockholder, Non-U.S. stockholder.
  Non-U.S. stockholder Non-U.S. stockholder Form W-8BEN Non-U.S. stockholder
    Non-U.S. persons
  Failure
    to Qualify as a Regulated Investment Company
   25




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Available
    Information
  Form 10-Q, Form 8-K
  1-800-SEC-0330.
  http://ir.tcap.com/governance.cfm
  Item 1A.
    Risk
    Factors.  As indicated above in this Annual Report under
    Forward-Looking Statements, those statements in this
    Annual Report that are not historical facts may be
    forward-looking statements within the meaning of the Private
    Securities Litigation Reform Act of 1995. Investing in our
    common stock involves a number of significant risks. The risks
    set out below are not the only risks we face. Additional risks
    and uncertainties not presently known to us or not presently
    deemed material by us might also impair our operations and
    performance. If any of the following events occur, our business,
    financial condition and results of operations could be
    materially and adversely affected. In such case, our net asset
    value and the trading price of our common stock could decline,
    and you may lose all or part of your investment.
  Risks
    Relating to Our Business and Structure
  Our
    financial condition and results of operations will depend on our
    ability to manage and deploy capital effectively.
     26




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Our
    investment portfolio is and will continue to be recorded at fair
    value as determined in good faith by our board of directors and,
    as a result, there is and will continue to be uncertainty as to
    the value of our portfolio investments.
      The
    current state of the economy and the capital markets increases
    the possibility of adverse effects on our financial position and
    results of operations. Further deterioration in the economy
    could impair our portfolio companies financial position
    and operating results and disproportionately affect the
    industries in which we invest, which could, in turn, harm our
    operating results and reduce our volume of new
    investments.
     27




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We may
    face increasing competition for investment
    opportunities.
  and/or
  We are
    dependent upon our key investment personnel for our future
    success.
    Our
    success depends on attracting and retaining qualified personnel
    in a competitive environment.
     28




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Our
    business model depends to a significant extent upon strong
    referral relationships, and our inability to maintain or develop
    these relationships, as well as the failure of these
    relationships to generate investment opportunities, could
    adversely affect our business.
    We
    have limited operating history as a business development company
    and as a regulated investment company, which may impair your
    ability to assess our prospects.
    Regulations
    governing our operation as a business development company will
    affect our ability to, and the way in which we raise additional
    capital.
    Senior Securities. and/or
  
    Under the provisions of the 1940 Act, we are permitted, as a
    BDC, to issue senior securities only in amounts such that our
    asset coverage, as defined in the 1940 Act, equals at least 200%
    after each issuance of senior securities. If the value of our
    assets declines, we may be unable to satisfy this test. If that
    happens, we may be required to sell a portion of our investments
    and, depending on the nature of our leverage, repay a portion of
    our debt at a time when such sales
    and/or
    repayments may be disadvantageous.
    Any amounts that we use to service our debt or make payments on
    preferred stock will not be available for dividends to our
    common stockholders.
    It is likely that any senior securities or other indebtedness we
    issue will be governed by an indenture or other instrument
    containing covenants restricting our operating flexibility.
    Additionally, some of these securities or other indebtedness may
    be rated by rating agencies, and in obtaining a rating for such
    securities and other indebtedness, we may be required to abide
    by operating and investment guidelines that further restrict
    operating and financial flexibility.
    We and, indirectly, our stockholders will bear the cost of
    issuing and servicing such securities and other indebtedness. 29




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
    Preferred stock or any convertible or exchangeable securities
    that we issue in the future may have rights, preferences and
    privileges more favorable than those of our common stock,
    including separate voting rights and could delay or prevent a
    transaction or a change in control to the detriment of the
    holders of our common stock.  Additional Common Stock.
  The
    Fund is licensed by the SBA, and therefore subject to SBA
    regulations.
    and/or
  Because
    we borrow money, the potential for gain or loss on amounts
    invested in us is magnified and may increase the risk of
    investing in us.
   30




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SBA
    regulations limit the outstanding dollar amount of
    SBA-guaranteed debentures that may be issued by an SBIC or group
    of SBICs under common control.
       31




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We may
    experience fluctuations in our quarterly results.
    Our
    ability to enter into and exit investment transactions with our
    affiliates will be restricted.
    Our
    board of directors may change our operating policies and
    strategies without prior notice or stockholder approval, the
    effects of which may be adverse.
    We
    will be subject to corporate-level income tax if we are unable
    to qualify as a RIC under Subchapter M of the Code, which will
    adversely affect our results of operations and financial
    condition.
      
    The annual distribution requirement for a RIC will be satisfied
    if we distribute to our stockholders on an annual basis at least
    90.0% of our net ordinary income and realized net short-term
    capital gains in excess of realized net long-term capital
    losses, if any. We will be subject to a 4.0% nondeductible
    federal excise tax, however, to the extent that we do not
    satisfy certain additional minimum distribution requirements on
    a calendar year basis. See Material U.S. Federal
    Income Tax Considerations. Because we use debt financing,
    we are subject to certain asset coverage ratio requirements
    under the 1940 Act and may in the future become subject to
    certain financial covenants under loan and credit agreements
    that could, under certain circumstances, restrict us from making
    distributions necessary to satisfy the distribution requirement.
    If we are unable to obtain cash from other sources, we could
    fail to qualify for RIC tax treatment and thus become subject to
    corporate-level income tax. 32




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
    The income source requirement will be satisfied if we obtain at
    least 90.0% of our income for each year from distributions,
    interest, gains from the sale of stock or securities or similar
    sources.
    The asset diversification requirement will be satisfied if we
    meet certain asset diversification requirements at the end of
    each quarter of our taxable year. To satisfy this requirement,
    at least 50.0% of the value of our assets must consist of cash,
    cash equivalents, U.S. Government securities, securities of
    other RICs, and other acceptable securities; and no more than
    25.0% of the value of our assets can be invested in the
    securities, other than U.S. government securities or
    securities of other RICs, of one issuer, of two or more issuers
    that are controlled, as determined under applicable Code rules,
    by us and that are engaged in the same or similar or related
    trades or businesses or of certain qualified publicly
    traded partnerships. Failure to meet these requirements
    may result in our having to dispose of certain investments
    quickly in order to prevent the loss of RIC status. Because most
    of our investments will be in private companies, and therefore
    will be relatively illiquid, any such dispositions could be made
    at disadvantageous prices and could result in substantial losses.    We may
    not be able to pay you dividends, our dividends may not grow
    over time, and a portion of dividends paid to you may be a
    return of capital.
      We may
    have difficulty paying our required distributions if we
    recognize income before or without receiving cash representing
    such income.
    and/or
 33




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##### Table of Contents



The
    Fund, as an SBIC, may be unable to make distributions to us that
    may harm our ability to meet registered investment company
    requirements, which could result in the imposition of an
    entity-level tax.
    Because
    we intend to distribute substantially all of our income to our
    stockholders upon our election to be treated as a RIC, we will
    continue to need additional capital to finance our growth, and
    regulations governing our operation as a business development
    company will affect our ability to, and the way in which we,
    raise additional capital.
      Changes
    in laws or regulations governing our operations may adversely
    affect our business or cause us to alter our business
    strategy.
     34




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##### Table of Contents



Efforts
    to comply with the Sarbanes-Oxley Act will involve significant
    expenditures, and non-compliance with the Sarbanes-Oxley Act may
    adversely affect us.
    Risks
    Related to Our Investments
  Our
    investments in portfolio companies may be risky, and we could
    lose all or part of our investment.
    
    may have limited financial resources and may be unable to meet
    their obligations under their debt instruments that we hold,
    which may be accompanied by a deterioration in the value of any
    collateral and a reduction in the likelihood of us realizing any
    guarantees from subsidiaries or affiliates of our portfolio
    companies that we may have obtained in connection with our
    investment;
    may have shorter operating histories, narrower product lines,
    smaller market shares
    and/or
    significant customer concentration than larger businesses, which
    tend to render them more vulnerable to competitors actions
    and market conditions, as well as general economic downturns;
    are more likely to depend on the management talents and efforts
    of a small group of persons; therefore, the death, disability,
    resignation or termination of one or more of these persons could
    have a material adverse impact on our portfolio company and, in
    turn, on us;
    generally have less predictable operating results, may from time
    to time be parties to litigation, may be engaged in rapidly
    changing businesses with products subject to a substantial risk
    of obsolescence, and may require substantial additional capital
    to support their operations, finance expansion or maintain their
    competitive position; and
    generally have less publicly available information about their
    businesses, operations and financial condition. If we are unable
    to uncover all material information about these companies, we
    may not make a fully informed investment decision, and may lose
    all or part of our investment.    The
    lack of liquidity in our investments may adversely affect our
    business.
   35




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##### Table of Contents



We are
    a non-diversified investment company within the meaning of the
    1940 Act, and therefore we are not limited with respect to the
    proportion of our assets that may be invested in securities of a
    single issuer.
    We may
    not have the funds or ability to make additional investments in
    our portfolio companies.
    Our
    portfolio companies may incur debt that ranks equally with, or
    senior to, our investments in such companies.
    There
    may be circumstances where our debt investments could be
    subordinated to claims of other creditors or we could be subject
    to lender liability claims.
   36




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##### Table of Contents



Second
    priority liens on collateral securing loans that we make to our
    portfolio companies may be subject to control by senior
    creditors with first priority liens. If there is a default, the
    value of the collateral may not be sufficient to repay in full
    both the first priority creditors and us.
      If we
    do not invest a sufficient portion of our assets in qualifying
    assets, we could fail to qualify as a business development
    company or be precluded from investing according to our current
    business strategy.
     37




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##### Table of Contents



We
    generally will not control our portfolio
    companies.
    Our
    financial results may be affected adversely if one or more of
    our portfolio investments defaults on its loans or fails to
    perform as we expect.
        Economic
    recessions or downturns could impair our portfolio companies and
    harm our operating results.
     38




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##### Table of Contents



Any
    unrealized losses we experience on our loan portfolio may be an
    indication of future realized losses, which could reduce our
    income available for distribution.
    Defaults
    by our portfolio companies will harm our operating
    results.
    Prepayments
    of our debt investments by our portfolio companies could
    adversely impact our results of operations and reduce our return
    on equity.
    Changes
    in interest rates may affect our cost of capital and net
    investment income.
    We may
    not realize gains from our equity investments.
   39




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##### Table of Contents



Risks
    Relating to Our Common Stock
  Shares
    of closed-end investment companies, including BDCs, may trade at
    a discount to their net asset value.
    Investing
    in our common stock may involve an above average degree of
    risk.
    The
    market price of our common stock may be volatile and fluctuate
    significantly.
    
    significant volatility in the market price and trading volume of
    securities of BDCs or other companies in our sector, which are
    not necessarily related to the operating performance of these
    companies;
    changes in regulatory policies or tax guidelines, particularly
    with respect to RICs, BDCs or SBICs;
    loss of RIC status or the Funds status as an SBIC;
    changes in earnings or variations in operating results;
    changes in the value of our portfolio of investments;
    any shortfall in investment income or net investment income or
    any increase in losses from levels expected by investors or
    securities analysts;
    loss of a major funding source;
    fluctuations in interest rates; 40




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##### Table of Contents




    the operating performance of companies comparable to us;
    departure of our key personnel;
    global or national credit market changes; and
    general economic trends and other external factors.    If a
    substantial number of shares become available for sale and are
    sold in a short period of time, the market price of our common
    stock could decline.
    Provisions
    of the Maryland General Corporation Law and our articles of
    incorporation and bylaws could deter takeover attempts and have
    an adverse impact on the price of our common
    stock.
      Terrorist
    attacks, acts of war or national disasters may affect any market
    for our common stock, impact the businesses in which we invest
    and harm our business, operating results and financial
    condition.
    We
    could face losses and potential liability if intrusion, viruses
    or similar disruptions to our technology jeopardize our
    confidential information or that of users of our
    technology.
   41




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##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.    Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Common
    Stock and Holders
    High


LowFebruary 15, 2007 to March 31, 2007

$
16.00


$
13.45Second Quarter of 2007


15.79



13.58Third Quarter of 2007


14.99



11.95Fourth Quarter of 2007


14.50



10.75First Quarter of 2008


13.40



12.94Second Quarter of 2008


12.25



11.85Third Quarter of 2008


13.75



9.91Fourth Quarter of 2008


13.18



4.00     Dividends
    Declared
   42




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##### Table of Contents



Record

PaymentDate Declared

Date

Date

AmountMay 9, 2007

May 31, 2007

June 28, 2007

$
0.15August 8, 2007

August 30, 2007

September 27, 2007


0.26November 7, 2007

November 29, 2007

December 27, 2007


0.27December 14, 2007

December 31, 2007

January 28, 2008


0.30May 7, 2008

June 5, 2008

June 26, 2008


0.31July 21, 2008

August 14, 2008

September 4, 2008


0.35October 9, 2008

October 30, 2008

November 20, 2008


0.38December 7, 2008

December 23, 2008

January 6, 2009


0.40   Form 1099-DIV and/or paid-in-capital
    December 31, 2008:Ordinary income

$
1.53



100.0
%Total reported on tax
    Form 1099-DIV

$
1.53



100.0
%December 31, 2007:Ordinary income

$
0.89



100.0
%Total reported on tax
    Form 1099-DIV

$
0.89



100.0
%     Ordinary income is reported on
    Form 1099-DIV
    as either qualified or non-qualified and capital gains are
    reported on
    Form 1099-DIV
    in various subcategories which have differing tax treatments to
    shareholders. Those subcategories are not presented herein.  Dividend
    Policy
   43




---



##### Table of Contents



44




---



##### Table of Contents



15252-8015, (866) 228-7201.
  15252-8015.
    Equity
    Compensation Plans
  Form 10-K
 45




---



##### Table of Contents



Performance
    Graph
    Comparison
    of Annual Cumulative Total Return(1)
    among Triangle Capital Corporation, the Triangle Capital
    Corporation Peer
    Group Index, and the Nasdaq Composite Index
  
  2/15/07



3/31/07



6/30/07



9/30/07



12/31/07Triangle Capital Corporation



100.00




91.03




95.43




93.44




89.40Triangle Capital Corporation Peer Group Index(2)



100.00




96.03




97.44




96.63




76.06NASDAQ Composite Index



100.00




100.27




107.82




111.83




109.88   3/31/08



6/30/08



9/30/08



12/31/08Triangle Capital Corporation



85.94




84.29




90.74




83.45Triangle Capital Corporation Peer Group Index(2)



74.22




54.38




52.64




12.41NASDAQ Composite Index



94.14




94.77




86.70




65.17   (1)
    
    From February 15, 2007, the date our common stock began to
    trade on the Nasdaq Global Market in connection with our initial
    public offering to December 31, 2008.(2)
    
    The Triangle Capital Corporation Peer Group consists of the
    following internally-managed closed-end investment companies
    that have elected to be regulated as BDCs under the 1940 Act:
    Allied Capital Corporation, American Capital Strategies Ltd.,
    Harris & Harris Group, Inc., Hercules Technology
    Growth Capital, Inc., Kohlberg Capital Corporation, MCG Capital
    Corporation and Patriot Capital Funding, Inc. 46




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##### Table of Contents



Issuer
    Purchases of Equity Securities
      MaximumNumber (orApproximateDollar Value)of Shares ThatTotal Number of


May Yet BeShares Purchased


Purchasedas  Part of Publicly


Under theTotal Number of


Average Price Paid


Announced Plans


Plans orPeriod

Shares(1)


per Share


or Programs


ProgramsOctober 1-31, 2008














November 1-30, 2008


78,674


$
10.7324







December 1-31, 2008














Total


78,674


$
10.7324







     (1)
    
    All shares purchased in the open market pursuant to the terms of
    our Dividend Reinvestment Plan. 47




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##### Table of Contents



Item 6.
    Selected
    Financial Data.  Form 10-K, Business
    Combinations
  Year Ended December 31,2004


2005


2006


2007


2008(Dollars in thousands)Income statement data:Investment income:Total interest, fee and dividend income

$
1,969


$
5,855


$
6,443


$
10,912


$
21,056Interest income from cash and cash equivalent investments


18



108



280



1,824



303Total investment income


1,987



5,963



6,723



12,736



21,359Expenses:Interest expense


339



1,543



1,834



2,073



4,228Amortization of deferred financing fees


38



90



100



113



255Management fees


1,564



1,574



1,589



233



General and administrative expenses


83



58



115



3,894



6,254Total expenses


2,024



3,265



3,638



6,313



10,737Net investment income (loss)


(37
)


2,698



3,085



6,423



10,622Net realized gain (loss) on investments 
    Non-Control/Non-Affiliate






(3,500
)


6,027



(760
)


(1,393
)Net realized gain (loss) on investments  Affiliate














141



Net realized gain (loss) on investments  Control


















2,829Net unrealized appreciation (depreciation) of investments


(1,225
)


3,975



(415
)


3,061



(4,286
)Total net gain (loss) on investments


(1,225
)


475



5,612



2,442



(2,850
)Provision for income taxes














(52
)


(133
)Net increase (decrease) in net assets resulting from operations

$
(1,262
)

$
3,173


$
8,697


$
8,813


$
7,639Net investment income per share  basic and diluted


N/A



N/A



N/A


$
0.95


$
1.54Net increase in net assets resulting from operations per
    share  basic and diluted


N/A



N/A



N/A


$
1.31


$
1.11Net asset value per common share


N/A



N/A



N/A


$
13.74


$
13.22Dividends declared per common share


N/A



N/A



N/A


$
0.98


$
1.44   48




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##### Table of Contents



Year Ended December 31,2004


2005


2006


2007


2008(Dollars in thousands)Balance sheet data:Assets:Investments at fair value

$
19,415


$
36,617


$
54,247


$
113,037


$
182,105Cash and cash equivalents


2,849



6,067



2,556



21,788



27,193Interest and fees receivable


98



50



135



305



680Prepaid expenses and other current assets














47



95Deferred offering costs










1,021







Property and equipment, net














34



48Deferred financing fees


823



1,085



985



999



3,546Total assets

$
23,185


$
43,819


$
58,944


$
136,210


$
213,667Liabilities and partners capital:Accounts payable and accrued liabilities

$



$
13


$
825


$
1,144


$
1,609Interest payable


230



566



606



699



1,882Distribution / dividends payable










532



2,041



2,767Income taxes payable














52



30Deferred revenue


251



75



25



31



Deferred income taxes














1,760



844SBA-guaranteed debentures payable


17,700



31,800



31,800



37,010



115,110Total liabilities


18,181



32,454



33,788



42,737



122,242Total partners capital / shareholders equity


5,004



11,365



25,156



93,473



91,425Total liabilities and partners capital

$
23,185


$
43,819


$
58,944


$
136,210


$
213,667Other data:Weighted average yield on investments


15.5
%


14.2
%


13.3
%


12.6
%


13.2
%Number of portfolio companies


6



12



19



26



34Expense ratios (as percentage of average net assets):Operating expenses


32.2
%


21.3
%


8.3
%


4.4
%


6.6
%Interest expense and deferred financing fees


7.4



21.4



9.5



2.4



4.7Total expenses


39.6
%


42.7
%


17.8
%


6.8
%


11.3
%  49




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  The information in this section contains forward-looking
    statements that involve risks and uncertainties. Please see
    Risk Factors and Special Note Regarding
    Forward-Looking Statements for a discussion of the
    uncertainties, risks and assumptions associated with these
    statements. You should read the following discussion in
    conjunction with the combined financial statements and related
    notes and other financial information appearing elsewhere in
    this Annual Report.
  Business Combinations Form 10-K.
  Overview
    of our Business
         50




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##### Table of Contents



Portfolio
    Composition
      Percentage of





Percentage ofCost


Total Portfolio


Fair Value


Total PortfolioDecember 31, 2008:Subordinated debt and
    2nd lien

    notes

$
147,493,871



82
%

$
143,015,291



79
%Senior debt


16,269,628



9



16,269,628



9Equity shares


13,684,269



8



17,301,372



9Equity warrants


1,829,370



1



4,644,600



3Royalty rights


874,400







874,400



$
180,151,538



100
%

$
182,105,291



100
%December 31, 2007:Subordinated debt and
    2nd lien

    notes(1)

$
80,902,982



76
%

$
80,902,982



72
%Senior debt(1)


14,728,958



14



14,728,958



13Equity shares


9,699,689



9



15,335,900



13Equity warrants


548,172



1



1,870,500



2Royalty rights










197,900



$
105,879,801



100
%

$
113,036,240



100
%     (1)
    
    We have changed our balance sheet presentation for all periods
    to net deferred loan origination revenue against the associated
    debt investments for all periods subsequent to the adoption of
    SFAS 157 on January 1, 2008.  Investment
    Activity
   51




---



##### Table of Contents



Year EndedDecember 31, 2008Fair value of portfolio, January 1, 2008

$
113,036,240New investments


93,054,022Proceeds from sale of investment


(3,631,876
)Loan origination fees received


(1,686,996
)Principal repayments received


(17,336,521
)Payment in kind interest earned


3,761,786Payment in kind interest payments received


(1,978,498
)Accretion of loan discounts


169,548Accretion of deferred loan origination revenue


484,664Realized gains on investments


1,435,608Unrealized losses on investments


(5,202,686
)Fair value of portfolio, December 31, 2008

$
182,105,291Weighted average yield on debt investments as of
    December 31, 2008


14.4
%Weighted average yield on total investments as of
    December 31, 2008


13.2
%       Year EndedDecember 31, 2007(1)Fair value of portfolio, January 1, 2007

$
54,247,212New investments


64,159,172Proceeds from sale of investment


(2,227,124
)Loan origination fees received


(875,905
)Principal repayments and payment in kind interest payments
    received


(8,483,843
)Payment in kind interest earned


1,521,114Accretion/writeoff of loan discounts


205,725Accretion of deferred loan origination revenue


287,143Net realized gain (loss) on investments


(618,620
)Net unrealized gain on investments


4,821,366Fair value of portfolio, December 31, 2007

$
113,036,240Weighted average yield on debt investments as of
    December 31, 2007


13.9
%Weighted average yield on total investments as of
    December 31, 2007


12.6
%     (1)
    
    We have changed our balance sheet presentation for all periods
    to net deferred loan origination revenue against the associated
    debt investments for all periods subsequent to the adoption of
    SFAS 157 on January 1, 2008. 52




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##### Table of Contents



Non-Accrual
    Assets
    Gerli and
    Company
    Fire
    Sprinkler Systems, Inc.
    Results
    of Operations
  Comparison
    of year ended December 31, 2008 and December 31,
    2007
  Investment
    Income
  paid-in-kind
  Expenses
   53




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##### Table of Contents



Net
    Investment Income
    Net
    Increase in Net Assets Resulting From Operations
        Comparison
    of years ended December 31, 2007 and December 31,
    2006
  Investment
    Income
   54




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##### Table of Contents



Expenses
    Net
    Investment Income
    Net
    Increase (Decrease) in Net Assets Resulting From
    Operations
          Liquidity
    and Capital Resources
     55




---



##### Table of Contents



Cash
    Flows
        Financing
    Transactions
      Current
    Market Conditions
   56




---



##### Table of Contents



Critical
    Accounting Policies and Use of Estimates
    Investment
    Valuation
    Fair Value
    Measurements
    Level 1
 57




---



##### Table of Contents



Level 2
  Level 3
        
    financial standing of the issuer of the security;
    comparison of the business and financial plan of the issuer with
    actual results;
    the size of the security held as it relates to the liquidity of
    the market for such security;
    pending public offering of common stock by the issuer of the
    security;
    pending reorganization activity affecting the issuer, such as
    merger or debt restructuring;
    ability of the issuer to obtain needed financing;
    changes in the economy affecting the issuer;
    financial statements and reports from portfolio company senior
    management and ownership;
    the type of security, the securitys cost at the date of
    purchase and any contractual restrictions on the disposition of
    the security;
    discount from market value of unrestricted securities of the
    same class at the time of purchase;
    special reports prepared by analysts;
    information as to any transactions or offers with respect to the
    security
    and/or sales
    to third parties of similar securities;
    the issuers ability to make payments and the type of
    collateral;
    the current and forecasted earnings of the issuer;
    statistical ratios compared to lending standards and to other
    similar securities; and
    other pertinent factors. 58




---



##### Table of Contents



59




---



##### Table of Contents



Revenue
    Recognition
  Interest
    and Dividend Income
  and/or
  Fee
    Income
    Payment
    in Kind Interest (PIK)
  and/or
  Recently
    Issued Accounting Standards
  Fair Value Measurements
 60




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Quantitative
    and Qualitative Disclosure About Market Risk
          Related
    Party Transactions
          61




---



##### Table of Contents



Contractual
    Obligations
    2010 to


2012 to


2014 andTotal


2009


2011


2013


ThereafterSBA guaranteed debentures payable

$
115,110,000


$



$



$



$
115,110,000Interest due on SBA guaranteed debentures payable


50,901,420



5,933,709



11,534,358



11,550,158



21,883,195Unused commitments to extend credit(1)


271,746



271,746











Operating lease payments(2)


1,440,236



275,124



569,214



595,899



Total

$
167,723,402


$
6,480,579


$
12,103,572


$
12,146,057


$
136,993,195     (1)
    
    We have a commitment to extend credit, in the form of loans, to
    one of our portfolio companies which is undrawn as of
    December 31, 2008. Since this commitment may expire without
    being drawn upon, the total commitment amount does not
    necessarily represent future cash requirements, however we have
    chosen to present the amount of this unused commitment as an
    obligation in this table.(2)
    
    We lease our corporate office facility under an operating lease
    that terminates on December 31, 2013. We believe that our
    existing facilities will be adequate to meet our needs at least
    through 2009, and that we will be able to obtain additional
    space when, where and as needed on acceptable terms.  Recent
    Developments
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.    Item 8.
    Financial
    Statements and Supplementary Data.    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.   62




---



##### Table of Contents



Item 9A(T).
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
    Managements
    Annual Report on Internal Control over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
  Internal
    Control  Integrated Framework
    Changes
    in Internal Control Over Financial Reporting
   63




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##### Table of Contents



Item 9B.
    Other
    Information  Second
    Amended and Restated Bylaws
    
    Clarify that notice of stockholder director nominations or other
    business proposals must be timely and that any proposed business
    must be a proper matter for stockholder action;
    Update
    and/or
    clarify the information required to be provided to the Company
    by stockholders that desire to make a director nomination or
    business proposal to be considered at an annual or special
    meeting of stockholders to include:  
    disclosure of all information relating to a proposed director
    nominee that would be required to be disclosed in connection
    with the solicitation of proxies for the election of the
    proposed director nominee in an election contest (even if an
    election contest is not involved), or would otherwise be
    required in connection with such a solicitation;
    disclosure of any proposed business, the interests of the
    proponent in the proposed business and any agreements with
    others (including any proposed director nominee) regarding the
    proposed business;
    disclosure of all direct and indirect ownership interests of the
    proponent in the Company;
    disclosure of the name and address of the proponent, as well as
    the investment strategy and a copy of any prospectus, offering
    memorandum or other similar document sent to investors or
    potential investors of the proponent if the proponent is not an
    individual;
    disclosure of the name and address of any other stockholders
    supporting any director nominations or other business proposals;  
    Clarify that stockholder director nominations or other business
    proposals must be submitted in accordance with the advance
    notice requirements of the Amended Bylaws to be considered at
    special meetings of stockholders;
    Clarify that material inaccuracies contained in notices provided
    by a stockholder in connection with director nominations or
    business proposals may cause such notice to be deemed not to
    have been provided in accordance with the advance notice
    requirements and that a stockholder must notify the Company of
    any inaccuracy or change in any information disclosure; and
    Clarify that the right to indemnification and the advancement of
    expenses paid by the Company shall vest immediately upon the
    election of a director or officer.    
    Removal of outdated provisions with respect to director
    liability for any loss of deposits and any obligation to provide
    surety bonds;
    Specification of notice and quorum requirements for board
    meetings conducted in emergency situations;
    Clarification that stockholders are not entitled to certificates
    evidencing shares of stock held by them;
    Requirement that a written statement of information be provided
    to a stockholder without charge upon a request of the
    stockholder; and
    Requirement that the board of directors set a record date for
    the purpose of determining stockholders entitled to notice of or
    to vote at any meeting of stockholders, receive payment of any
    dividend, or any allotment of other rights. 64




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##### Table of Contents



Amendments
    to Material Definitive Agreements
      Form 10-K)
 PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.    http://ir.tcap.com/governance.cfm
    Item 11.
    Executive
    Compensation.   65




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accountant Fees and Services.   66




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  a) The following documents are filed as part of this
    Report:
  (1) Financial Statements
  Triangle Capital Corporation Financial Statements:
 PageReport of Independent Registered Public Accounting Firm


F-1Consolidated Balance Sheets as of December 31, 2008 and 2007


F-2Consolidated Statements of Operations for the years ended
    December 31, 2008 and 2007 and Combined Statement of
    Operations for the year ended December 31, 2006


F-3Consolidated Statements of Changes in Net Assets for the years
    ended December 31, 2008 and 2007 and Combined Statement of
    Changes in Net Assets for the year ended December 31, 2006


F-4Consolidated Statements of Cash Flows for the years ended
    December 31, 2008 and 2007 and Combined Statement of Cash
    Flows for the year ended December 31, 2006


F-5Consolidated Schedule of Investments as of December 31, 2008


F-6Consolidated Schedule of Investments as of December 31, 2007


F-11Notes to Financial Statements


F-15   (2) Financial Statement Schedules
      (3) List of Exhibits
  Regulation S-K,
  Number

Exhibit3
.1

Articles of Amendment and Restatement of the Registrant (Filed
    as Exhibit(a)(3) to the Registrants Registration Statement
    on
    Form N-2/N-5
    (File
    No. 333-138418)
    filed with the Securities and Exchange Commission on
    December 29, 2006 and incorporated herein by reference).3
.2

Certificate of Limited Partnership of Triangle Mezzanine
    Fund LLLP (Filed as Exhibit(a)(4) to the Registrants
    Registration Statement on
    Form N-2/N-5
    (File
    No. 333-138418)
    filed with the Securities and Exchange Commission on
    February 13, 2007 and incorporated herein by reference).3
.3

Second Amended and Restated Agreement of Limited Partnership of
    Triangle Mezzanine Fund LLLP (Filed as Exhibit 3.4 to
    the Registrants Quarterly Report on
    Form 10-Q
    filed with the Securities and Exchange Commission on
    November 11, 2007 and incorporated herein by reference).3
.4

Second Amended and Restated Bylaws of the Registrant.4
.1

Form of Common Stock Certificate (Filed as Exhibit(d) to
    the Registrants Registration Statement on
    Form N-2/N-5
    (File
    No. 333-138418)
    filed with the Securities and Exchange Commission on
    February 15, 2007 and incorporated herein by reference).4
.2

Triangle Capital Corporation Dividend Reinvestment Plan (Filed
    as Exhibit 4.2 to the Registrants Annual Report on
    Form 10-K
    filed with the Securities and Exchange Commission on
    March 12, 2008 and incorporated herein by reference).4
.3

Debenture No. 0800219 dated March 27, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration (Filed as Exhibit(f)(1) to the
    Registrants Registration Statement on
    Form N-2
    File
    No. 333-151930,
    filed with the Securities and Exchange Commission on
    June 25, 2008 and incorporated herein by reference). 67




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##### Table of Contents



Number

Exhibit4
.4

Debenture No. 0800216 dated April 11, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration (Filed as Exhibit(f)(2) to the
    Registrants Registration Statement on
    Form N-2
    File
    No. 333-151930,
    filed with the Securities and Exchange Commission on
    June 25, 2008 and incorporated herein by reference).4
.5

Debenture No. 0800218 dated April 28, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration (Filed as Exhibit (f)(3) to the
    Registrants Registration Statement on
    Form N-2
    File
    No. 333-151930,
    filed with the Securities and Exchange Commission on
    June 25, 2008 and incorporated herein by reference).4
.6

Debenture No. 0800403 dated May 29, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration (Filed as Exhibit (f)(4) to the
    Registrants Registration Statement on
    Form N-2
    File
    No. 333-151930,
    filed with the Securities and Exchange Commission on
    June 25, 2008 and incorporated herein by reference).4
.7

Debenture No. 0800404 dated May 29, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration (Filed as Exhibit (f)(5) to the
    Registrants Registration Statement on
    Form N-2
    File
    No. 333-151930,
    filed with the Securities and Exchange Commission on
    June 25, 2008 and incorporated herein by reference).4
.8

Debenture No. 0800405 dated June 11, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration (Filed as Exhibit (f)(6) to the
    Registrants Registration Statement on
    Form N-2
    File
    No. 333-151930,
    filed with the Securities and Exchange Commission on
    June 25, 2008 and incorporated herein by reference).4
.9

Debenture No. 0800406 dated June 24, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration.4
.10

Debenture No. 0800527 dated August 28, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration.4
.11

Debenture No. 0800528 dated August 28, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration.4
.12

Debenture No. 0800531 dated August 28, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration.4
.13

Debenture No. 0800847 dated October 24, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration.4
.14

Debenture No. 0800848 dated October 28, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration.4
.15

Debenture No. 0800849 dated October 31, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration.4
.16

Debenture No. 0800850 dated October 31, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration.4
.17

Debenture No. 0800851 dated November 4, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration.4
.18

Debenture No. 0800861 dated November 4, 2008 by and
    between Triangle Mezzanine Fund LLLP and the U.S. Small
    Business Administration.4
.19

Agreement to Furnish Certain Instruments.10
.1

Employment Agreement between Triangle Capital Corporation and
    Garland S. Tucker, III dated February 21, 2007 (Filed
    as Exhibit 10.1 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006 filed with the
    Securities and Exchange Commission on March 29, 2007 and
    incorporated herein by reference).10
.2

Employment Agreement between Triangle Capital Corporation and
    Brent P.W. Burgess dated February 21, 2007 (Filed as
    Exhibit 10.2 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006 filed with the
    Securities and Exchange Commission on March 29, 2007 and
    incorporated herein by reference). 68




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##### Table of Contents



Number

Exhibit10
.3

Employment Agreement between Triangle Capital Corporation and
    Steven C. Lilly dated February 21, 2007 (Filed as
    Exhibit 10.3 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006 filed with the
    Securities and Exchange Commission on March 29, 2007 and
    incorporated herein by reference).10
.4

Triangle Capital Corporation Amended and Restated 2007 Equity
    Incentive Plan (Filed as Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on May 9,
    2008 and incorporated herein by reference).10
.5

Triangle Capital Corporation form of Non-employee Director
    Restricted Share Award Agreement (Filed as Exhibit 10.2 to
    the Registrants Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on May 9,
    2008 and incorporated herein by reference).10
.6

Triangle Capital Corporation form of Executive Officer
    Restricted Share Award Agreement (Filed as Exhibit 10.3 to
    the Registrants Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on May 9,
    2008 and incorporated herein by reference).10
.7

Custodian Agreement with U.S. Bank National Association (Filed
    as Exhibit 10.7 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2006 filed with the
    Securities and Exchange Commission on March 29, 2007 and
    incorporated herein by reference).10
.8

Amendment to Custody Agreement between the Registrant and U.S.
    Bank National Association dated February 5, 2008 (Filed as
    Exhibit 10.9 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2007 filed with the
    Securities and Exchange Commission on March 12, 2008 and
    incorporated herein by reference).10
.9

Stock Transfer Agency Agreement between Triangle Capital
    Corporation and The Bank of New York (Filed as
    Exhibit 10.11 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2007 filed with the
    Securities and Exchange Commission on March 12, 2008 and
    incorporated herein by reference).10
.10

Office Lease Agreement between 3700 Glenwood LLC and Triangle
    Capital Corporation dated March 27, 2008 (Filed as
    Exhibit(k)(6) to the Registrants Registration Statement on
    Form N-2
    (File
    No. 333-151930)
    filed with the Securities and Exchange Commission on
    August 13, 2008 and incorporated herein by reference).14
.1

Code of Conduct.21
.1

List of Subsidiaries.23
.1

Consent of Ernst & Young LLP.31
.1

Chief Executive Officer Certification Pursuant to
    Rule 13a-14
    of the Securities Exchange Act of 1934, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Chief Financial Officer Certification Pursuant to
    Rule 13a-14
    of the Securities Exchange Act of 1934, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Chief Executive Officer Certification pursuant to
    Section 1350, Chapter 63 of Title 18, United
    States Code, as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.32
.2

Chief Financial Officer Certification pursuant to
    Section 1350, Chapter 63 of Title 18, United
    States Code, as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.     
    
    Management contract or compensatory plan or arrangement.  b) Exhibits
    c) Financial Statement Schedules
   69




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##### Table of Contents



SIGNATURES     TRIANGLE CAPITAL CORPORATION
  By:
    /s/  Garland
    S. Tucker, III   Title:
    President, Chief Executive Officer and Chairman of the Board of
    Directors    Signature

Title

Date/s/  Garland
    S. Tucker, IIIGarland
    S. Tucker, III

President, Chief Executive Officer and Chairman of the Board
    (Principal Executive Officer)

February 25, 2009/s/  Steven
    C. LillySteven
    C. Lilly

Chief Financial Officer, Treasurer, Secretary and Director
    (Principal Financial Officer)

February 25, 2009/s/  C.
    Robert Knox, Jr.C.
    Robert Knox, Jr.

Controller (Principal Accounting Officer)

February 25, 2009/s/  Brent
    P. W. BurgessBrent
    P. W. Burgess

Chief Investment Officer and Director

February 25, 2009/s/  W.
    McComb DunwoodyW.
    McComb Dunwoody

Director

February 25, 2009/s/  Benjamin
    S. GoldsteinBenjamin
    S. Goldstein

Director

February 25, 2009/s/  Simon
    B. Rich, Jr.Simon
    B. Rich, Jr.

Director

February 25, 2009/s/  Sherwood
    H. Smith, Jr.Sherwood
    H. Smith, Jr.

Director

February 25, 2009  70




---



##### 



Triangle
    Capital Corporation
  Index to
    Financial Statements
   
 PageReport of Independent Registered Public
    Accounting Firm


F-1Consolidated Balance Sheets as of
    December 31, 2008 and 2007


F-2Consolidated Statements of Operations for the
    years ended December 31, 2008 and 2007 and Combined
    Statement of Operations for the year ended December 31,
    2006


F-3Consolidated Statements of Changes in Net Assets
    for the years ended December 31, 2008 and 2007 and Combined
    Statement of Changes in Net Assets for the year ended
    December 31, 2006


F-4Consolidated Statements of Cash Flows for the
    years ended December 31, 2008 and 2007 and Combined
    Statement of Cash Flows for the year ended December 31,
    2006


F-5Consolidated Schedule of Investments as of
    December 31, 2008


F-6Consolidated Schedule of Investments as of
    December 31, 2007


F-11Notes to Financial Statements


F-15




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm               F-1




---



##### Table of Contents



Triangle
    Capital Corporation
  Consolidated
    Balance Sheets
  December 31,2008


2007ASSETSInvestments at fair value:Non - Control / Non - Affiliate investments (cost of
    $138,413,589 and $66,129,119 at December 31, 2008 and 2007,
    respectively)

$
135,712,877


$
68,388,014Affiliate investments (cost of $30,484,491 and $24,023,264 at
    December 31, 2008 and 2007, respectively)


33,894,556



24,576,462Control investments (cost of $11,253,458 and $15,727,418 at
    December 31, 2008 and 2007, respectively)


12,497,858



20,071,764Total investments at fair value


182,105,291



113,036,240Cash and cash equivalents


27,193,287



21,787,750Interest and fees receivable


679,828



305,159Prepaid expenses and other current assets


95,325



47,477Deferred financing fees


3,545,410



999,159Property and equipment, net


48,020



34,166Total assets

$
213,667,161


$
136,209,951LIABILITIES AND NET ASSETSAccounts payable and accrued liabilities

$
1,608,909


$
1,144,222Interest payable


1,881,761



698,735Dividends payable


2,766,945



2,041,159Taxes payable


30,436



52,598Deferred revenue






30,625Deferred income taxes


843,947



1,760,259SBA guaranteed debentures payable


115,110,000



37,010,000Total liabilities


122,241,998



42,737,598Net assets:Common stock, $0.001 par value per share
    (150,000,000 shares authorized, 6,917,363 and
    6,803,863 shares issued and outstanding as of
    December 31, 2008 and 2007, respectively)


6,917



6,804Additional
    paid-in-capital


87,836,786



86,949,189Investment income in excess of distributions


2,115,157



1,738,797Accumulated realized gains (losses) on investments


356,495



(618,620
)Net unrealized appreciation of investments


1,109,808



5,396,183Total net assets


91,425,163



93,472,353Total liabilities and net assets

$
213,667,161


$
136,209,951Net asset value per share

$
13.22


$
13.74    F-2




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##### Table of Contents



Triangle
    Capital Corporation
  Statements
    of Operations
  Years Ended December 31,2008


2007


2006(Consolidated)


(Consolidated)


(Combined)Investment income:Loan interest, fee and dividend income:Non - Control / Non - Affiliate investments

$
12,381,411


$
6,258,670


$
4,488,831Affiliate investments


3,478,644



1,808,664



638,318Control investments


1,434,687



1,323,876



293,532Total loan interest, fee and dividend income


17,294,742



9,391,210



5,420,681Paid - in - kind interest income:Non - Control / Non - Affiliate investments


2,657,281



871,184



815,408Affiliate investments


665,817



225,622



40,208Control investments


438,688



424,308



166,690Total paid - in - kind interest income


3,761,786



1,521,114



1,022,306Interest income from cash and cash equivalent investments


302,970



1,823,519



279,817Total investment income


21,359,498



12,735,843



6,722,804Expenses:Interest expense


4,227,851



2,073,311



1,833,458Amortization of deferred financing fees


255,273



112,660



99,920Management fees






232,423



1,589,070General and administrative expenses


6,254,096



3,894,240



115,040Total expenses


10,737,220



6,312,634



3,637,488Net investment income


10,622,278



6,423,209



3,085,316Net realized gain (loss) on investments  Non Control
    / Non -Affiliate


(1,393,139
)


(759,634
)


6,026,948Net realized gain on investment  Affiliate






141,014



Net realized gain on investment  Control


2,828,747







Net unrealized appreciation (depreciation) of investments


(4,286,375
)


3,061,107



(414,924
)Total net gain (loss) on investments before income taxes


(2,850,767
)


2,442,487



5,612,024Provision for taxes


133,010



52,598



Net increase in net assets resulting from operations

$
7,638,501


$
8,813,098


$
8,697,340Net investment income per share  basic and diluted

$
1.54


$
0.95



N/ANet increase in net assets resulting from operations per
    share  basic and diluted

$
1.11


$
1.31



N/ADividends declared per common share

$
1.44


$
0.98



N/AWeighted average number of shares outstanding  basic
    and diluted


6,877,669



6,728,733



N/AAllocation of net increase (decrease) in net assets resulting
    from operations to:General partner


N/A



N/A


$
1,739,386Limited partners


N/A



N/A


$
6,957,954    F-3




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##### Table of Contents



Triangle
    Capital Corporation
  Statements
    of Changes in Net Assets
  Investment


Accumulated


NetCapital











Income


Realized


UnrealizedGeneral


Limited


Contribution


Common Stock


Additional


in Excess of


Gains


Appreciation


TotalPartners


Partners


Commitment


Number


Par


Paid In


(Less Than)


(Losses) on


(Depreciation) of


NetCapital


Capital


Receivable


of Shares


Value


Capital


Distributions


Investments


Investments


AssetsBalance, January 1, 2006

$
100


$
21,250,000


$
(10,625,000
)





$



$



$
1,489,447


$
(3,500,000
)

$
2,750,000


$
11,364,547Partners capital contributions










10,625,000



























10,625,000Net investment income


























3,085,316











3,085,316Realized gains on investments






























6,026,948







6,026,948Net unrealized losses on investments


































(414,924
)


(414,924
)Distributions to partners


























(3,004,628
)


(2,526,948
)






(5,531,576
)Issuance of common stock














100







1,500















1,500Balance, December 31, 2006

$
100


$
21,250,000


$




100


$



$
1,500


$
1,570,135


$



$
2,335,076


$
25,156,811Public offering of common stock














4,770,000



4,770



64,723,267















64,728,037Formation transactions


(100
)


(21,250,000
)






1,916,660



1,917



21,248,183















Net investment income


























6,423,209











6,423,209Realized gain (loss) on investments






























(618,620
)


1,111,306



492,686Net unrealized gains on investments


































1,949,801



1,949,801Provision for income taxes


























(52,598
)










(52,598
)Return of capital and other tax related adjustments






















(649,856
)


649,856











Dividends declared














117,103



117



1,626,095



(6,631,758
)










(5,005,546
)Tax distribution to partners


























(220,047
)










(220,047
)Balance, December 31, 2007

$



$



$




6,803,863


$
6,804


$
86,949,189


$
1,738,797


$
(618,620
)

$
5,396,183


$
93,472,353Net investment income


























10,622,278











10,622,278Stock-based compensation






















275,311















275,311Realized gain (loss) on investments






























1,435,608



(1,269,437
)


166,171Net unrealized losses on investments


































(3,016,938
)


(3,016,938
)Provision for taxes


























(133,010
)










(133,010
)Return of capital and other tax related adjustments






















612,399



(151,906
)


(460,493
)






Dividends declared


























(9,961,002
)










(9,961,002
)Issuance of restricted stock














113,500



113



(113
)














Balance, December 31, 2008

$



$



$




6,917,363


$
6,917


$
87,836,786


$
2,115,157


$
356,495


$
1,109,808


$
91,425,163    F-4




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##### Table of Contents





Triangle
    Capital Corporation
  Statements
    of Cash Flows
  Years Ended December 31,2008


2007


2006(Consolidated)


(Consolidated)


(Combined)Cash flows from operating activities:Net increase in net assets resulting from operations

$
7,638,501


$
8,813,098


$
8,697,340Adjustments to reconcile net increase in net assets resulting
    from operations to net cash used in operating activities:Purchases of portfolio investments


(93,054,022
)


(64,159,172
)


(21,458,478
)Repayments received/sales of portfolio investments


20,968,397



10,470,803



9,965,446Loan origination and other fees received


1,686,996



1,272,002



607,794Net realized (gain) loss on investments


(1,435,608
)


618,620



(6,026,948
)Net unrealized (appreciation) depreciation on investments


3,516,855



(4,821,366
)


414,923Deferred income taxes


769,519



1,760,259



Paid - in - kind interest accrued, net of payments
    received


(1,783,288
)


(1,280,950
)


(578,724
)Amortization of deferred financing fees


255,273



112,660



99,920Recognition of loan origination and other fees


(515,289
)


(677,615
)


(435,492
)Accretion of loan discounts


(169,548
)


(205,725
)


(169,036
)Depreciation


16,681



7,814



Stock-based compensation


275,311







Changes in operating assets and liabilities:Interest and fees receivable


(374,669
)


(170,340
)


(85,236
)Prepaid expenses and other current assets


(47,848
)


(47,477
)


Accounts payable and accrued liabilities


464,687



349,239



781,757Interest payable


1,183,026



92,439



40,228Taxes payable


(22,162
)


52,598



Payable to Triangle Capital Partners, LLC






(30,000
)


30,000Net cash used in operating activities


(60,627,188
)


(47,843,113
)


(8,116,506
)Cash flows from investing activities:Purchases of property and equipment


(30,535
)


(41,980
)


Net cash used in investing activities


(30,535
)


(41,980
)


Cash flows from financing activities:Borrowings under SBA guaranteed debentures payable


78,100,000



5,210,000



Financing fees paid


(2,801,524
)


(126,342
)


Issuance of common stock










1,500Proceeds from initial public offering, net of expenses






64,728,037



Change in deferred offering costs






1,020,646



(1,020,646
)Partners capital contributions










10,625,000Cash dividends paid


(9,235,216
)


(2,964,387
)


Distribution to partners






(751,613
)


(5,000,010
)Net cash provided by financing activities


66,063,260



67,116,341



4,605,844Net increase (decrease) in cash and cash equivalents


5,405,537



19,231,248



(3,510,662
)Cash and cash equivalents, beginning of year


21,787,750



2,556,502



6,067,164Cash and cash equivalents, end of year

$
27,193,287


$
21,787,750


$
2,556,502Supplemental Disclosure of cash flow information:Cash paid for interest

$
3,044,825


$
1,980,872


$
1,793,230Summary of non-cash financing transactions:Dividends declared but not paid

$
2,766,945


$
2,041,159


$
Accrued distribution to partners

$



$



$
531,566    F-5




---



##### Table of Contents



TRIANGLE
    CAPITAL CORPORATION
  Consolidated
    Schedule of Investments
 December 31,
    2008
  Type of

Principal



FairPortfolio Company

Industry

Investment(1)(2)

Amount

Cost

Value(3)Non - Control / Non - Affiliate Investments:Ambient Air Corporation (AAC) and Peaden-Hobbs
    Mechanical, LLC (PHM) (6%)*

Specialty Trade
    Contractors

Subordinated
    Note-AAC (14%, Due
    03/11)

$
3,182,231


$
3,074,633


$
3,074,633Subordinated
    Note-AAC (18%,
    Due 03/11)


1,917,045



1,888,343



1,888,343Common Stock-PHM
    (126,634 shares)






126,634



126,634Common Stock
    Warrants-AAC (455
    shares)






142,361



600,1005,099,276



5,231,971



5,689,710American De-Rosa Lamparts, LLC and Hallmark Lighting (8%)*

Wholesale and
    Distribution

Subordinated Note
    (15.25%, Due 10/13)


8,208,166



8,064,571



6,894,5008,208,166



8,064,571



6,894,500American Direct Marketing Resources, LLC (4%)*

Direct Marketing
    Services

Subordinated Note
    (15%, Due 03/15)


4,035,038



3,957,113



3,957,1134,035,038



3,957,113



3,957,113APO Newco, LLC (3%)*

Commercial and
    Consumer

Subordinated Note
    (14%, Due 03/13)


1,993,336



1,907,664



1,907,664Marketing Products

Unit purchase
    warrant (87,302
    Class C units)






25,200



1,033,4001,993,336



1,932,864



2,941,064ARC Industries, LLC (3%)*

Remediation Services

Subordinated Note
    (19%, Due 11/10)


2,528,587



2,508,276



2,508,2762,528,587



2,508,276



2,508,276Art Headquarters, LLC (3%)*

Retail, Wholesale
    and Distribution

Subordinated Note
    (14%, Due 01/10)


2,333,488



2,309,951



2,309,951Membership unit
    warrants (15% of
    units (150 units))






40,800



2,333,488



2,350,751



2,309,951Assurance Operations Corporation (4%)*

Auto Components /
    Metal Fabrication

Subordinated Note
    (17%, Due 03/12)


4,026,884



3,985,742



3,261,800Common Stock (57
    shares)






257,143



4,026,884



4,242,885



3,261,800CV Holdings, LLC (12%)*

Specialty
    Healthcare Products

Subordinated Note
    (16%, Due 09/13)


10,776,412



9,780,508



9,780,508Manufacturer

Royalty rights






874,400



874,40010,776,412



10,654,908



10,654,908Cyrus Networks, LLC (8%)*

Data Center
    Services Provider

Senior Note
    (6%, Due 07/13)


5,539,867



5,524,881



5,524,8812nd Lien Note
    (9%, Due 01/14)


1,196,809



1,196,809



1,196,809Revolving Line of
    Credit (6)%


253,144



253,144



253,1446,989,820



6,974,834



6,974,834 F-6




---



##### Table of Contents



TRIANGLE
    CAPITAL CORPORATION
  Consolidated
    Schedule of Investments  (Continued)
  Type of

Principal



FairPortfolio Company

Industry

Investment(1)(2)

Amount

Cost

Value(3)DataPath, Inc. (0%)*

Satellite
    Communication
    Manufacturer

Common Stock
    (210,263 shares)

$



$
101,500


$
101,500



Electronic Systems Protection, Inc. (5%)*

Power Protection
    Systems

Subordinated Note
    (14%, Due 12/15)


3,059,267



3,032,533



3,032,533Manufacturing

Senior Note
    (6%, Due 01/14)


930,635



930,635



930,635Common Stock
    (500 shares)






285,000



285,0003,989,902



4,248,168



4,248,168Energy Hardware Holdings, LLC (0%)*

Machined Parts
    Distribution

Voting Units (4,833
    units)






4,833



292,3004,833



292,300FCL Graphics, Inc. (8%)*

Commercial Printing
    Services

Senior Note
    (8%, Due 5/12)


1,669,200



1,663,083



1,663,083Senior Note
    (12%, Due 5/13)


2,000,000



1,993,191



1,993,1912nd Lien Note
    (18%, Due 11/13)


3,393,186



3,382,162



3,382,1627,062,386



7,038,436



7,038,436Fire Sprinkler Systems, Inc. (1%)*

Specialty Trade
    Contractors

Subordinated Notes
    (12%, Due 04/11)


2,388,362



2,356,781



1,000,000Common Stock (283
    shares)






282,905



11,7192,388,362



2,639,686



1,011,719Garden Fresh Restaurant Corp. (4%)*

Restaurant

2nd Lien Note
    (11%, Due 12/11)


3,000,000



3,000,000



3,000,000Membership Units
    (5,000 units)






500,000



583,6003,000,000



3,500,000



3,583,600Gerli & Company (2%)*

Specialty Woven
    Fabrics

Subordinated Note
    (14%, Due 08/11)


3,161,439



3,092,786



1,865,000Manufacturer

Common Stock
    Warrants (56,559
    shares)






83,414



3,161,439



3,176,200



1,865,000Inland Pipe Rehabilitation Holding Company LLC (10%)*

Cleaning and Repair
    Services

Subordinated Note
    (14%, Due 01/14)


8,095,149



7,422,265



7,422,265Membership Interest
    Purchase Warrant
    (2.5%)






563,300



1,407,3008,095,149



7,985,565



8,829,565Jenkins Service, LLC (10%)*

Restoration Services

Subordinated Note
    (17.5%, Due 04/14)


8,411,172



8,266,277



8,266,277Convertible Note
    (10%, Due 04/14)


1,375,000



1,336,993



1,336,9939,786,172



9,603,270



9,603,270 F-7




---



##### Table of Contents



TRIANGLE
    CAPITAL CORPORATION
  Consolidated
    Schedule of Investments  (Continued)
  Type of

Principal



FairPortfolio Company

Industry

Investment(1)(2)

Amount

Cost

Value(3)Library Systems & Services, LLC (3%)*

Municipal Business
    Services

Subordinated Note
    (12%, Due 03/11)

$
2,000,000


$
1,948,573


$
1,948,573Common Stock
    Warrants (112
    shares)






58,995



802,5002,000,000



2,007,568



2,751,073Novolyte Technologies, Inc. (8%)*

Specialty
    Manufacturing

Subordinated Note
    (16%, Due 04/15)


7,048,222



6,880,696



6,880,696Preferred Units
    (600 units)






600,000



600,000Common Units
    (22,960 units)






150,000



150,0007,048,222



7,630,696



7,630,696Syrgis Holdings, Inc. (6%)*

Specialty Chemical
    Manufacturer

Senior Note (7%,
    Due 08/12-02/14)


4,632,500



4,602,773



4,602,773Common Units (2,114
    units)






1,000,000



532,7004,632,500



5,602,773



5,135,473TrustHouse Services Group, Inc. (5%)*

Food Management
    Services

Subordinated Note
    (14%, Due 09/15)


4,264,494



4,186,542



4,186,542Class A Units
    (1,495 units)






475,000



207,500Class B Units
    (79 units)






25,000



4,264,494



4,686,542



4,394,042Twin-Star International, Inc. (6%)*

Consumer Home
    Furnishings

Subordinated Note
    (15%, Due 04/14)


4,500,000



4,439,137



4,439,137Manufacturer

Senior Note (8%,
    Due 04/13)


1,301,921



1,301,921



1,301,9215,801,921



5,741,058



5,741,058Waste Recyclers Holdings, LLC (13%)*

Environmental and
    Facilities Services

Subordinated Note
    (15.5%, Due 01/13)


9,106,995



8,935,266



8,935,266Class A Preferred
    Units (300 Units)






2,251,100



2,251,100Common Unit
    Purchase Warrant
    (1,170,083 Units)






748,900



748,900Common Units
    (153,219 Units)






153,219



153,2199,106,995



12,088,485



12,088,485Wholesale Floors, Inc. (4%)*

Commercial Services

Subordinated Note
    (14%, Due 06/14)


3,500,000



3,341,947



3,341,947Membership Interest
    Purchase Warrant
    (4.0)%






132,800



3,500,000



3,474,747



3,341,947Yellowstone Landscape Group, Inc. (14%)*

Landscaping Services

Subordinated Note
    (15%, Due 04/14)


13,261,710



12,965,889



12,965,88913,261,710



12,965,889



12,965,889Subtotal Non  Control / Non  Affiliate
    Investments






133,090,259



138,413,589



135,712,877 F-8




---



##### Table of Contents



TRIANGLE
    CAPITAL CORPORATION
  Consolidated
    Schedule of Investments  (Continued)
  Type of

Principal



FairPortfolio Company

Industry

Investment(1)(2)

Amount

Cost

Value(3)Affiliate Investments:Asset Point, LLC (6%)*

Asset Management
    Software Provider

Subordinated Note
    (15%, Due 03/13)

$
5,123,925


$
5,035,428


$
5,035,428Membership Units
    (10 units)






500,000



371,4005,123,925



5,535,428



5,406,828Axxiom Manufacturing, Inc. (3%)*

Industrial Equipment
    Manufacturer

Subordinated Note
    (14%, Due 01/11)


2,124,037



2,103,277



2,103,277Common Stock
    (34,100 shares)






200,000



408,900Common Stock Warrant
    (1,000 shares)










10,6002,124,037



2,303,277



2,522,777Brantley Transportation,
    LLC (Brantley
    Transportation) and Pine
    Street Holdings, LLC (Pine Street)(4) (4%)*

Oil and Gas Services

Subordinated Note
     Brantley
    Transportation
    (14%, Due 12/12)


3,800,000



3,690,525



3,690,525Common Unit
    Warrants-
    Brantley
    Transportation
    (4,560 commonunits)






33,600



41,800Preferred Units 
    Pine Street (200
    units)






200,000



139,200Common Unit
    Warrants  Pine
    Street (2,220
    units)










3,800,000



3,924,125



3,871,525Dyson Corporation (12%)*

Custom Forging and
    Fastener

Subordinated Note
    (15%, Due 12/13)


10,318,750



10,123,339



10,123,339Supplies

Class A Units
    (1,000,000 units)






1,000,000



964,70010,318,750



11,123,339



11,088,039Equisales, LLC (9%)*

Energy Products and
    Services

Subordinated Note
    (15%, Due 04/12)


6,319,315



6,226,387



6,226,387Class A Units
    (500,000 units)






500,000



2,322,4006,319,315



6,726,387



8,548,787Flint Acquisition
    Corporation (2%)*

Specialty Chemical
    Manufacturer

Preferred Stock
    (9,875 shares)






308,333



1,984,500308,333



1,984,500Genapure Corporation (1%)*

Lab Testing Services

Genapure Common
    Stock (5,594
    shares)






563,602



472,100563,602



472,100Subtotal Affiliate Investments






27,686,027



30,484,491



33,894,556 F-9




---



##### Table of Contents



TRIANGLE
    CAPITAL CORPORATION
  Consolidated
    Schedule of Investments  (Continued)
  Type of

Principal



FairPortfolio Company

Industry

Investment(1)(2)

Amount

Cost

Value(3)Control Investments:Fischbein, LLC (14%)*

Packaging and
    Materials Handling

Subordinated Note
    (16.5%, Due 05/13)

$
7,184,066


$
7,053,458


$
7,053,458Equipment
    Manufacturer

Membership Units
    (4,200,000 units)






4,200,000



5,444,4007,184,066



11,253,458



12,497,858Subtotal Control Investments






7,184,066



11,253,458



12,497,858Total Investments, December 31, 2008 (199%)*





$
167,960,352


$
180,151,538


$
182,105,291     *
    
    Value as a percent of net assets(1)
    
    All debt investments are income producing. Common stock,
    preferred stock and all warrants are non  income
    producing.(2)
    
    Interest rates on subordinated debt include cash interest rate
    and, where applicable, paid  in  kind
    interest rate.(3)
    
    All investments are restricted as to resale and were valued at
    fair value as determined in good faith by the Board of Directors.(4)
    
    Pine Street Holdings, LLC is the majority owner of Brantley
    Transportation, LLC and its sole business purpose is its
    ownership of Brantley Transportation, LLC.   F-10




---



##### Table of Contents



TRIANGLE
    CAPITAL CORPORATION



Consolidated
    Schedule of Investments

December 31,
    2007  Type of

Principal



FairPortfolio Company

Industry

Investment(1)(2)

Amount

Cost

Value(3)Non - Control /
    Non - Affiliate Investments:Ambient Air Corporation (6%)*

Specialty Trade
    Contractors

Subordinated Note
    (12%, Due 03/11)

$
3,144,654


$
2,997,686


$
2,997,686Subordinated Note
    (14%, Due 03/11)


1,872,075



1,833,206



1,833,206Common Stock
    Warrants (455
    shares)






142,361



929,7005,016,729



4,973,253



5,760,592APO Newco, LLC (5%)*

Commercial and
    Consumer

Subordinated Note
    (14%, Due 03/13)


4,315,262



4,214,957



4,214,957Marketing Products

Unit purchase
    warrant (87,302
    Class C units)






25,200



199,0004,315,262



4,240,157



4,413,957Art Headquarters, LLC (3%)*

Retail, Wholesale
    and Distribution

Subordinated Note
    (14%, Due 01/10)


2,441,824



2,397,556



2,397,556Membership unit
    warrants (15% of
    units (150 units))






40,800



9,8002,441,824



2,438,356



2,407,356Assurance Operations Corporation (4%)*

Auto Components /
    Metal Fabrication

Subordinated Note
    (17%, Due 03/12)


3,828,527



3,776,608



3,776,608Common Stock (200
    shares)






200,000



3,828,527



3,976,608



3,776,608Bruce Plastics, Inc. (1%)*

Plastic Component
    Manufacturing

Subordinated Note
    (14%, Due 10/11)


1,500,000



1,371,527



1,371,527Common Stock
    Warrants (12% of
    common stock)






108,534



1,500,000



1,480,061



1,371,527CV Holdings, LLC (5%)*

Specialty
    Healthcare Products

Subordinated Note
    (16%, Due 03/10)


4,976,360



4,932,535



4,932,535Manufacturer

Royalty rights










197,9004,976,360



4,932,535



5,130,435Cyrus Networks, LLC (6%)*

Data Center
    Services Provider

Senior Note
    (9%, Due 07/13)


4,382,257



4,364,705



4,364,7052nd Lien Note
    (12%, Due 01/14)


907,663



907,663



907,663Revolving Line of
    Credit (9)%


70,880



70,880



70,8805,360,800



5,343,248



5,343,248DataPath, Inc. (1%)*

Satellite
    Communication
    Manufacturer

Common Stock
    (210,263 shares)






101,500



576,400101,500



576,400 F-11




---



##### Table of Contents



TRIANGLE
    CAPITAL CORPORATION
  Consolidated
    Schedule of Investments  (Continued)
  Type of

Principal



FairPortfolio Company

Industry

Investment(1)(2)

Amount

Cost

Value(3)Eastern Shore Ambulance, Inc. (1%)*

Specialty Health
    Care Services

Subordinated Note
    (13%, Due 03/11)

$
1,000,000


$
958,715


$
958,715Common Stock
    Warrants (6% of
    common stock)






55,268



7,400Common Stock
    (30 shares)






30,000



1,9001,000,000



1,043,983



968,015Energy Hardware Holdings, LLC (4%)*

Machined Parts
    Distribution

Subordinated Note
    (14.5%, Due 10/12)


3,265,142



3,196,108



3,196,108Junior Subordinated
    Note
    (8%, Due 10/12)


207,667



207,667



207,6673,472,809



3,403,775



3,403,775FCL Graphics, Inc. (8%)*

Commercial Printing
    Services

Senior Note
    (9%, Due 5/12)


1,920,000



1,912,331



1,912,331Senior Note
    (13%, Due 5/13)


2,000,000



1,992,061



1,992,0612nd Lien Note
    (18%, Due 11/13)


3,145,481



3,133,096



3,133,0967,065,481



7,037,488



7,037,488Fire Sprinkler Systems, Inc. (3%)*

Specialty Trade
    Contractors

Subordinated Notes
    (13%17.5%, Due
    04/11)


2,517,986



2,474,943



2,474,943Common Stock (250
    shares)






250,000



41,7002,517,986



2,724,943



2,516,643Flint Acquisition Corporation (5%)*

Specialty Chemical
    Manufacturer

Subordinated Note
    (12.5%, Due 09/09)


3,750,000



3,719,770



3,719,770Preferred Stock
    (9,875 shares)






308,333



1,074,1003,750,000



4,028,103



4,793,870Garden Fresh Restaurant Corp. (4%)*

Restaurant

2nd Lien Note
    (13%, Due 12/11)


3,000,000



3,000,000



3,000,000Membership Units
    (5,000 units)






500,000



446,6003,000,000



3,500,000



3,446,600Gerli & Company (3%)*

Specialty Woven
    Fabrics
    Manufacturer

Subordinated Note
    (14%, Due 08/11)


3,114,063



3,017,205



3,017,205Common Stock
    Warrants (56,559
    shares)






83,414



84,5003,114,063



3,100,619



3,101,705Library Systems & Services, LLC (3%)*

Municipal Business
    Services

Subordinated Note
    (12%, Due 03/11)


2,000,000



1,927,075



1,927,075Common Stock
    Warrants (112
    shares)






58,995



594,3002,000,000



1,986,070



2,521,375 F-12




---



##### Table of Contents



TRIANGLE
    CAPITAL CORPORATION
  Consolidated
    Schedule of Investments  (Continued)
  Type of

Principal



FairPortfolio Company

Industry

Investment(1)(2)

Amount

Cost

Value(3)Syrgis Holdings, Inc. (6%)*

Specialty Chemical
    Manufacturer

Senior Note (9%,
    Due 08/12-2/14)

$
4,932,500


$
4,896,481


$
4,896,481Common Units (2,114
    units)






1,000,000



1,000,0004,932,500



5,896,481



5,896,481Twin-Star International, Inc. (6%)*

Consumer Home
    Furnishings

Subordinated Note
    (13%, Due 04/14)


4,500,000



4,429,439



4,429,439Manufacturer

Senior Note (8%,
    Due 04/13)


1,492,500



1,492,500



1,492,5005,992,500



5,921,939



5,921,939Subtotal Non  Control / Non  Affiliate
    Investments






64,284,841



66,129,119



68,388,014Affiliate Investments:Axxiom Manufacturing, Inc. (3%)*

Industrial Equipment

Subordinated Note
    (14%, Due 01/11)


2,081,321



2,051,882



2,051,882Manufacturer

Common Stock
    (34,100 shares)






200,000



543,600Common Stock Warrant
    (1,000 shares)










12,2002,081,321



2,251,882



2,607,682Brantley Transportation, LLC (Brantley
    Transportation) and Pine Street Holdings, LLC (Pine
    Street)(4) (4%)*

Oil and Gas Services

Subordinated Note
      Brantley
    Transportation
    (14%, Due 12/12)


3,800,000



3,670,336



3,670,336Common Unit
    Warrants  
    Brantley
    Transportation
    (4,560 commonunits)






33,600



33,600Preferred Units  
    Pine Street (200
    units)






200,000



200,000Common Unit
    Warrants  Pine
    Street (2,220
    units)










3,800,000



3,903,936



3,903,936Dyson Corporation (12%)*

Custom Forging and
    Fastener

Subordinated Note
    (15%, Due 12/13)


10,009,167



9,789,167



9,789,167Supplies

Class A Units
    (1,000,000 units)






1,000,000



1,000,00010,009,167



10,789,167



10,789,167Equisales, LLC (7%)*

Energy Products and
    Services

Subordinated Note
    (15%, Due 04/12)


6,129,723



6,014,677



6,014,677Class A Units
    (500,000 units)






500,000



500,0006,129,723



6,514,677



6,514,677 F-13




---



##### Table of Contents



TRIANGLE
    CAPITAL CORPORATION
  Consolidated
    Schedule of Investments  (Continued)
  Type of

Principal



FairPortfolio Company

Industry

Investment(1)(2)

Amount

Cost

Value(3)Genapure Corporation (Genapure) and Genpref, LLC
    (Genpref)(5)(1%)*

Lab Testing Services

Genapure Common
    Stock (4,286
    shares)





$
500,000


$
675,122Genpref Preferred
    Stock (455 shares)






63,602



85,878563,602



761,000Subtotal Affiliate Investments






22,020,211



24,023,264



24,576,462Control Investments:ARC Industries, LLC (3%)*

Remediation Services

Subordinated Note
    (19%, Due 11/10)


2,403,521



2,373,358



2,373,358Membership Units
    (3,000 units)






175,000



118,7002,403,521



2,548,358



2,492,058Fischbein, LLC (14%)*

Packaging and
    Materials Handling

Subordinated Note
    (16.5%, Due 05/13)


8,660,723



8,507,806



8,507,806Equipment
    Manufacturer

Membership Units
    (4,200,000 units)






4,200,000



4,200,0008,660,723



12,707,806



12,707,806Porters Group, LLC (5%)*

Metal Fabrication

Membership Units
    (4,730 units)






471,254



4,871,900471,254



4,871,900Subtotal Control Investments






11,064,244



15,727,418



20,071,764Total Investments,
    December 31, 2007 (121%)*





$
97,369,296


$
105,879,801


$
113,036,240     *
    
    Value as a percent of net assets(1)
    
    All debt investments are income producing. Common stock,
    preferred stock and all warrants are non  income
    producing.(2)
    
    Interest rates on subordinated debt include cash interest rate
    and, where applicable, paid  in  kind
    interest rate.(3)
    
    All investments are restricted as to resale and were valued at
    fair value as determined in good faith by the Board of Directors.(4)
    
    Pine Street Holdings, LLC is the majority owner of Brantley
    Transportation, LLC and its sole business purpose is its
    ownership of Brantley Transportation, LLC.(5)
    
    Genpref is the sole owner of Genapures preferred stock and
    its sole business purpose is its ownership of Genapures
    preferred stock.   F-14




---



##### Table of Contents



Triangle
    Capital Corporation



Notes to
    Financial Statements  1.
    Organization,
    Basis of Presentation and Summary of Significant Accounting
    Policies  Organization
        
    The Company acquired 100% of the limited partnership interests
    in the Fund in exchange for approximately 1.9 million
    shares of the Companys common stock. The Fund became a
    wholly owned subsidiary of the Company, retained its license
    under the authority of the United States Small Business
    Administrations (SBA) to operate as a Small Business
    Investment Company (SBIC) and continues to hold its
    existing investments and make new investments with the proceeds
    of the IPO; and
    The Company acquired 100% of the equity interests in TML, and
    the management agreement between the Fund and Triangle Capital
    Partners, LLC was terminated.        Basis of
    Presentation
     F-15




---



##### Table of Contents



Triangle
    Capital Corporation
  Notes to
    Financial Statements  (Continued)
  Business Combinations
  Significant
    Accounting Policies
  Use of
    Estimates
    Valuation
    of Investments
  Fair Value Measurements
  Level 1
  Level 2
  Level 3
       F-16




---



##### Table of Contents



Triangle
    Capital Corporation
  Notes to
    Financial Statements  (Continued)
         F-17




---



##### Table of Contents



Triangle
    Capital Corporation
  Notes to
    Financial Statements  (Continued)
    Warrants
    Realized
    Gain or Loss and Unrealized Appreciation or Depreciation of
    Portfolio Investments
    Investment
    Classification
    Cash
    and Cash Equivalents
    Deferred
    Financing Fees
    Depreciation
   F-18




---



##### Table of Contents



Triangle
    Capital Corporation
  Notes to
    Financial Statements  (Continued)
  Investment
    Income
  and/or
  Fee
    Income
    Payment
    in Kind Interest
  and/or
  Management
    Fee
    Income
    Taxes
   F-19




---



##### Table of Contents



Triangle
    Capital Corporation
  Notes to
    Financial Statements  (Continued)
  source-of-income
    Segments
    Concentration
    of Credit Risk
      Dividends
   F-20




---



##### Table of Contents



Triangle
    Capital Corporation
  Notes to
    Financial Statements  (Continued)
                    Allocations
    and Distributions of the Fund
    Per
    Share Amounts
   F-21




---



##### Table of Contents



Triangle
    Capital Corporation
  Notes to
    Financial Statements  (Continued)
    Recently
    Issued Accounting Standards
  Fair Value
    Measurements
  2.
    Investments   F-22




---



##### Table of Contents



Triangle
    Capital Corporation
  Notes to
    Financial Statements  (Continued)
    Percentage of





Percentage ofCost


Total Portfolio


Fair Value


Total PortfolioDecember 31, 2008:Subordinated debt and
    2nd lien

    notes

$
147,493,871



82
%

$
143,015,291



79
%Senior debt


16,269,628



9



16,269,628



9Equity shares


13,684,269



8



17,301,372



9Equity warrants


1,829,370



1



4,644,600



3Royalty rights


874,400







874,400



$
180,151,538



100
%

$
182,105,291



100
%December 31, 2007:Subordinated debt and
    2nd lien

    notes

$
80,902,982



76
%

$
80,902,982



72
%Senior debt


14,728,958



14



14,728,958



13Equity shares


9,699,689



9



15,335,900



13Equity warrants


548,172



1



1,870,500



2Royalty rights










197,900



$
105,879,801



100
%

$
113,036,240



100
%       Fair Value at December 31, 2008Level 1


Level 2


Level 3


TotalPortfolio company investments

$



$



$
182,105,291


$
182,105,291$



$



$
182,105,291


$
182,105,291  F-23




---



##### Table of Contents



Triangle
    Capital Corporation
  Notes to
    Financial Statements  (Continued)
    Year EndedDecember 31,2008Fair value of portfolio, January 1, 2008

$
113,036,240New investments


93,054,022Proceeds from sale of investment


(3,631,876
)Loan origination fees received


(1,686,996
)Principal repayments received


(17,336,521
)Payment in kind interest earned


3,761,786Payment in kind interest payments received


(1,978,498
)Accretion of loan discounts


169,548Accretion of deferred loan origination revenue


484,664Realized gains on investments


1,435,608Unrealized losses on investments


(5,202,686
)Fair value of portfolio, December 31, 2008

$
182,105,291    F-24




---



##### Table of Contents



Triangle
    Capital Corporation
  Notes to
    Financial Statements  (Continued)
  3.
    Long -
    Term Debt    Prioritized


December 31,


December 31,Issuance/Pooling Date

Maturity Date

Return Rate


2008


2007September 22, 2004

September 1, 2014


5.539
%

$
8,700,000


$
8,700,000March 23, 2005

March 1, 2015


5.893
%


13,600,000



13,600,000September 28, 2005

September 1, 2015


5.796
%


9,500,000



9,500,000February 1, 2007

March 1, 2017


6.231
%


4,000,000



4,000,000March 26, 2008

March 1, 2018


6.191
%


6,410,000



1,210,000March 27, 2008

September 1, 2018


6.580
%


4,840,000



April 11, 2008

September 1, 2018


6.442
%


9,400,000



April 28, 2008

September 1, 2018


6.442
%


15,160,000



May 29, 2008

September 1, 2018


6.442
%


5,000,000



May 29, 2008

September 1, 2018


6.442
%


5,000,000



June 11, 2008

September 1, 2018


6.442
%


5,000,000



June 24, 2008

September 1, 2018


6.442
%


2,500,000



August 28, 2008

September 1, 2018


6.442
%


1,000,000



August 28, 2008

September 1, 2018


6.442
%


2,000,000



August 28, 2008

September 1, 2018


6.442
%


1,000,000



October 24, 2008

March 1, 2019


4.545
%


4,000,000



October 28, 2008

March 1, 2019


4.500
%


4,000,000



October 31, 2008

March 1, 2019


4.099
%


4,000,000



October 31, 2008

March 1, 2019


4.099
%


4,000,000



November 4, 2008

March 1, 2019


3.861
%


4,000,000



November 4, 2008

March 1, 2019


3.861
%


2,000,000



$
115,110,000


$
37,010,000      F-25




---



##### Table of Contents



Triangle
    Capital Corporation
  Notes to
    Financial Statements  (Continued)
    4.
    Income
    Taxes        Year Ended December 31, 2008:Additional paid-in capital

$
612,399Investment income in excess of distributions

$
(151,906
)Accumulated realized gains on investments

$
(460,493
)Year Ended December 31, 2007:Investment income in excess of distributions

$
649,856Additional paid-in capital

$
(649,856
)     Year Ended December 31, 2008:Ordinary income(a)

$
9,817,002Distributions on a Tax Basis

$
9,817,002Year Ended December 31, 2007:Ordinary income(a)

$
5,993,469Distributions on a Tax Basis

$
5,993,469     (a)
    
    Ordinary income is reported on
    form 1099-DIV
    as non-qualified. F-26




---



##### Table of Contents



Triangle
    Capital Corporation
  Notes to
    Financial Statements  (Continued)
       December 31, 2008:Undistributed net investment income

$
634,803Accumulated Capital Gains


356,495Other permanent differences relating to the Companys
    Formation


1,975,543Other temporary differences


(317,111
)Unrealized Appreciation


931,730Components of Distributable Earnings at December, 31, 2008

$
3,581,460December 31, 2007:Accumulated Capital Losses

$
(618,620
)Other permanent differences relating to the Companys
    Formation


1,834,692Other temporary differences


34,166Unrealized Appreciation


5,266,122Components of Distributable Earnings at December, 31, 2007

$
6,516,360     5.
    Equity
    Compensation Plan         F-27




---



##### Table of Contents



Triangle
    Capital Corporation
  Notes to
    Financial Statements  (Continued)
  6.
    Commitments
    and Contingencies     F-28




---



##### Table of Contents



Triangle
    Capital Corporation
  Notes to
    Financial Statements  (Continued)
  7.
    Financial
    Highlights  Year Ended December 31,2008


2007


2006(1)


2005(1)


2004(1)(Consolidated)


(Consolidated)


(Combined)


(Combined)


(Combined)Per share data:Net asset value at beginning of period(2)

$
13.74


$
13.44



N/A



N/A



N/ANet investment income(3)


1.54



0.96



N/A



N/A



N/ANet realized gain (loss) on investments(3)


0.21



(0.09
)


N/A



N/A



N/ANet unrealized appreciation (depreciation) on investments(3)


(0.62
)


0.45



N/A



N/A



N/ATotal increase from investment operations(3)


1.13



1.32



N/A



N/A



N/ADividends declared


(1.44
)


(0.98
)


N/A



N/A



N/AShares issued pursuant to Dividend Reinvestment Plan






0.24



N/A



N/A



N/ADistribution to partners(3)






(0.03
)


N/A



N/A



N/AIncome tax provision(3)


(0.02
)


(0.01
)


N/A



N/A



N/AOther(4)


(0.19
)


(0.24
)


N/A



N/A



N/ANet asset value at end of period

$
13.22


$
13.74



N/A



N/A



N/AMarket value at end of period(5)

$
10.20


$
12.40



N/A



N/A



N/AShares outstanding at end of period


6,917,363



6,803,863



N/A



N/A



N/ANet assets at end of period

$
91,514,982


$
93,472,353


$
25,156,811


$
11,364,547


$
5,003,825Average net assets(2)

$
94,584,281


$
92,765,399


$
20,447,456


$
7,654,010


$
5,104,796Ratio of operating expenses to average net assets


11
%


7
%


18
%


43
%


40
%Ratio of net investment income to average net assets


11
%


7
%


15
%


35
%


(1
)%Ratio of total capital called to total capital commitments


N/A



N/A



100
%


50
%


35
%Portfolio turnover ratio


13
%


13
%


7
%


39
%


0
%Total return(6)


(6
)%


(11
)%


18
%


4
%


(29
%)     (1)
    
    Per share data for the years ended December 31, 2006, 2005,
    and 2004 is not presented as there were no shares of Triangle
    Capital Corporation outstanding during the period.(2)
    
    Average net assets for the year ended December 31, 2007 are
    presented as if the IPO and Formation Transactions had occurred
    on January 1, 2007. See Note 1 for a further
    description of the basis of presentation of the Companys
    financial statements.(3)
    
    Weighted average basic per share data.(4)
    
    Represents the impact of the different share amounts used in
    calculating per share data as a result of calculating certain
    per share data based upon the weighted average basic shares
    outstanding during the period and certain per share data based
    on the shares outstanding as of a period end or transaction date.(5)
    
    Represents the closing price of the Companys common stock
    on the last day of the period. F-29




---



##### Table of Contents



Triangle
    Capital Corporation
  Notes to
    Financial Statements  (Continued)
   (6)
    
    The total return for the year ended December 31, 2008
    equals the change in the ending market value of the
    Companys common stock during the period, plus dividends
    declared per share during the period, divided by the market
    value of the Companys common stock on the first day of the
    period. The total return for the year ended December 31,
    2007 equals the change in the ending market value of the
    Companys common stock from the IPO price of $15.00 per
    share plus dividends declared per share during the period,
    divided by the IPO price. Total return is not annualized.  8.
    Selected
    Quarterly Financial Data (Unaudited)    Quarter EndedMarch 31,


June 30,


September 30,


December 31,2008


2008


2008


2008Total investment income

$
3,863,984


$
5,020,091


$
5,869,637


$
6,605,786Net investment income


1,913,695



2,542,442



3,211,706



2,954,435Net increase in net assets resulting from operations


765,391



2,848,507



2,476,346



1,548,257Net investment income per share

$
0.28


$
0.37


$
0.46


$
0.43   Quarter EndedMarch 31,


June 30,


September 30,


December 31,2007


2007


2007


2007Total investment income

$
2,112,116


$
3,287,224


$
3,594,287


$
3,742,216Net investment income


804,730



1,643,998



1,992,001



1,982,480Net increase in net assets resulting from operations


1,065,835



2,230,084



3,366,681



2,150,498Net investment income per share

$
0.12


$
0.25


$
0.30


$
0.29   9.
    Subsequent
    Event   F-30




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Exhibit3
.1

Articles of Amendment and Restatement of the Registrant (Filed
    as Exhibit (a)(3) to the Registrants Registration
    Statement on Form N-2/N-5 (File No. 333-138418) filed with the
    Securities and Exchange Commission on December 29, 2006 and
    incorporated herein by reference).3
.2

Certificate of Limited Partnership of Triangle Mezzanine Fund
    LLLP (Filed as Exhibit (a)(4) to the Registrants
    Registration Statement on Form N-2/N-5 (File No. 333-138418)
    filed with the Securities and Exchange Commission on February
    13, 2007 and incorporated herein by reference).3
.3

Second Amended and Restated Agreement of Limited Partnership of
    Triangle Mezzanine Fund LLLP (Filed as Exhibit 3.4 to the
    Registrants Quarterly Report on Form 10-Q filed with the
    Securities and Exchange Commission on November 11, 2007 and
    incorporated herein by reference).3
.4

Second Amended and Restated Bylaws of the Registrant.4
.1

Form of Common Stock Certificate (Filed as Exhibit (d) to the
    Registrants Registration Statement on Form N-2/N-5 (File
    No. 333-138418) filed with the Securities and Exchange
    Commission on February 15, 2007 and incorporated herein by
    reference).4
.2

Triangle Capital Corporation Dividend Reinvestment Plan (Filed
    as Exhibit 4.2 to the Registrants Annual Report on Form
    10-K filed with the Securities and Exchange Commission on March
    12, 2008 and incorporated herein by reference).4
.3

Debenture No. 0800219 dated March 27, 2008 by and between
    Triangle Mezzanine Fund LLLP and the U.S. Small Business
    Administration (Filed as Exhibit (f)(1) to the Registrants
    Registration Statement on Form N-2 File No. 333-151930, filed
    with the Securities and Exchange Commission on June 25, 2008 and
    incorporated herein by reference).4
.4

Debenture No. 0800216 dated April 11, 2008 by and between
    Triangle Mezzanine Fund LLLP and the U.S. Small Business
    Administration (Filed as Exhibit (f)(2) to the Registrants
    Registration Statement on Form N-2 File No. 333-151930, filed
    with the Securities and Exchange Commission on June 25, 2008 and
    incorporated herein by reference).4
.5

Debenture No. 0800218 dated April 28, 2008 by and between
    Triangle Mezzanine Fund LLLP and the U.S. Small Business
    Administration (Filed as Exhibit (f)(3) to the Registrants
    Registration Statement on Form N-2 File No. 333-151930, filed
    with the Securities and Exchange Commission on June 25, 2008 and
    incorporated herein by reference).4
.6

Debenture No. 0800403 dated May 29, 2008 by and between Triangle
    Mezzanine Fund LLLP and the U.S. Small Business Administration
    (Filed as Exhibit (f)(4) to the Registrants Registration
    Statement on Form N-2 File No. 333-151930, filed with the
    Securities and Exchange Commission on June 25, 2008 and
    incorporated herein by reference).4
.7

Debenture No. 0800404 dated May 29, 2008 by and between Triangle
    Mezzanine Fund LLLP and the U.S. Small Business Administration
    (Filed as Exhibit (f)(5) to the Registrants Registration
    Statement on Form N-2 File No. 333-151930, filed with the
    Securities and Exchange Commission on June 25, 2008 and
    incorporated herein by reference).4
.8

Debenture No. 0800405 dated June 11, 2008 by and between
    Triangle Mezzanine Fund LLLP and the U.S. Small Business
    Administration (Filed as Exhibit (f)(6) to the Registrants
    Registration Statement on Form N-2 File No. 333-151930, filed
    with the Securities and Exchange Commission on June 25, 2008 and
    incorporated herein by reference).4
.9

Debenture No. 0800406 dated June 24, 2008 by and between
    Triangle Mezzanine Fund LLLP and the U.S. Small Business
    Administration.4
.10

Debenture No. 0800527 dated August 28, 2008 by and between
    Triangle Mezzanine Fund LLLP and the U.S. Small Business
    Administration.4
.11

Debenture No. 0800528 dated August 28, 2008 by and between
    Triangle Mezzanine Fund LLLP and the U.S. Small Business
    Administration.4
.12

Debenture No. 0800531 dated August 28, 2008 by and between
    Triangle Mezzanine Fund LLLP and the U.S. Small Business
    Administration.4
.13

Debenture No. 0800847 dated October 24, 2008 by and between
    Triangle Mezzanine Fund LLLP and the U.S. Small Business
    Administration.




---



##### Table of Contents



ExhibitNumber

Exhibit4
.14

Debenture No. 0800848 dated October 28, 2008 by and between
    Triangle Mezzanine Fund LLLP and the U.S. Small Business
    Administration.4
.15

Debenture No. 0800849 dated October 31, 2008 by and between
    Triangle Mezzanine Fund LLLP and the U.S. Small Business
    Administration.4
.16

Debenture No. 0800850 dated October 31, 2008 by and between
    Triangle Mezzanine Fund LLLP and the U.S. Small Business
    Administration.4
.17

Debenture No. 0800851 dated November 4, 2008 by and between
    Triangle Mezzanine Fund LLLP and the U.S. Small Business
    Administration.4
.18

Debenture No. 0800861 dated November 4, 2008 by and between
    Triangle Mezzanine Fund LLLP and the U.S. Small Business
    Administration.4
.19

Agreement to Furnish Certain Instruments.10
.1

Employment Agreement between Triangle Capital Corporation and
    Garland S. Tucker, III dated February 21, 2007 (Filed as
    Exhibit 10.1 to the Registrants Annual Report on Form 10-K
    for the year ended December 31, 2006 filed with the Securities
    and Exchange Commission on March 29, 2007 and incorporated
    herein by reference).10
.2

Employment Agreement between Triangle Capital Corporation and
    Brent P.W. Burgess dated February 21, 2007 (Filed as Exhibit
    10.2 to the Registrants Annual Report on Form 10-K for the
    year ended December 31, 2006 filed with the Securities and
    Exchange Commission on March 29, 2007 and incorporated herein by
    reference).10
.3

Employment Agreement between Triangle Capital Corporation and
    Steven C. Lilly dated February 21, 2007 (Filed as Exhibit 10.3
    to the Registrants Annual Report on Form 10-K for the year
    ended December 31, 2006 filed with the Securities and Exchange
    Commission on March 29, 2007 and incorporated herein by
    reference).10
.4

Triangle Capital Corporation Amended and Restated 2007 Equity
    Incentive Plan (Filed as Exhibit 10.1 to the Registrants
    Current Report on Form 8-K filed with the Securities and
    Exchange Commission on May 9, 2008 and incorporated herein by
    reference).10
.5

Triangle Capital Corporation form of Non-employee Director
    Restricted Share Award Agreement (Filed as Exhibit 10.2 to the
    Registrants Current Report on Form 8-K filed with the
    Securities and Exchange Commission on May 9, 2008 and
    incorporated herein by reference).10
.6

Triangle Capital Corporation form of Executive Officer
    Restricted Share Award Agreement (Filed as Exhibit 10.3 to the
    Registrants Current Report on Form 8-K filed with the
    Securities and Exchange Commission on May 9, 2008 and
    incorporated herein by reference).10
.7

Custodian Agreement with U.S. Bank National Association (Filed
    as Exhibit 10.7 to the Registrants Annual Report on Form
    10-K for the year ended December 31, 2006 filed with the
    Securities and Exchange Commission on March 29, 2007 and
    incorporated herein by reference).10
.8

Amendment to Custody Agreement between the Registrant and U.S.
    Bank National Association dated February 5, 2008 (Filed as
    Exhibit 10.9 to the Registrants Annual Report on Form 10-K
    for the year ended December 31, 2007 filed with the Securities
    and Exchange Commission on March 12, 2008 and incorporated
    herein by reference).10
.9

Stock Transfer Agency Agreement between Triangle Capital
    Corporation and The Bank of New York (Filed as Exhibit 10.11 to
    the Registrants Annual Report on Form 10-K for the year
    ended December 31, 2007 filed with the Securities and Exchange
    Commission on March 12, 2008 and incorporated herein by
    reference).10
.10

Office Lease Agreement between 3700 Glenwood LLC and Triangle
    Capital Corporation dated March 27, 2008 (Filed as Exhibit
    (k)(6) to the Registrants Registration Statement on Form
    N-2 (File No. 333-151930) filed with the Securities and
    Exchange Commission on August 13, 2008 and incorporated herein
    by reference).14
.1

Code of Conduct.21
.1

List of Subsidiaries.23
.1

Consent of Ernst & Young LLP.31
.1

Chief Executive Officer Certification Pursuant to Rule 13a-14 of
    the Securities Exchange Act of 1934, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.




---



##### Table of Contents



ExhibitNumber

Exhibit31
.2

Chief Financial Officer Certification Pursuant to Rule 13a-14 of
    the Securities Exchange Act of 1934, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Chief Executive Officer Certification pursuant to Section 1350,
    Chapter 63 of Title 18, United States Code, as adopted pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002.32
.2

Chief Financial Officer Certification pursuant to Section 1350,
    Chapter 63 of Title 18, United States Code, as adopted pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002.     
    
    Management contract or compensatory plan or arrangement.