3000 Two Logan Square 

Eighteenth and Arch Streets 

Philadelphia, PA 19103-2799 


Fax 215.981.4750


John P. Falco

direct dial: 215.981.4659

direct fax: 215.981.4750



April 3, 2018



Filing Desk

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549  


  Re: StoneCastle Financial Corp.
    Investment Company Act File No. 811-22853
    Preliminary Proxy Materials


Ladies and Gentlemen:


Pursuant to Rule 14a-6(a) under the Securities Exchange Act of 1934 (“Securities Act”), submitted electronically via EDGAR is a preliminary copy of the proxy statement, proxy card and notice of meeting (“2018 Preliminary Proxy Materials”) to be furnished to shareholders of StoneCastle Financial Corp. (the “Company”), in connection with the Annual Meeting of Shareholders of the Company to be held on or about June 12, 2018 (the “2018 Annual Meeting”). At the 2018 Annual Meeting, shareholders of the Company will be asked (i) to elect two Class II Directors of the Company, and (ii) to approve an Agreement and Plan of Reorganization, pursuant to which the Company would be reorganized into a newly formed Delaware statutory trust. The Company anticipates that the definitive proxy materials will be sent as soon as practicable in April 2018, to shareholders of record on April 16, 2018.


For the Staff’s reference, please note that the proposal to approve an Agreement and Plan of Reorganization was included in the definitive proxy materials for the 2017 Annual Meeting of Shareholders filed with the Commission on May 24, 2017 (SEC Accession No. 0001174947-17-000916) (“2017 Proxy Materials”). The proposal and the form of Agreement and Plan of Reorganization included in the 2018 Preliminary Proxy Materials are substantially the same as the proposal and form of Agreement and Plan of Reorganization included in the 2017 Proxy Materials previously reviewed by the Staff.




    Boston Washington, D.C. Detroit New York Pittsburgh  
  Berwyn Harrisburg Orange County Princeton Wilmington  








U.S. Securities and Exchange Commission

April 3, 2018

Page 2



Please direct any questions concerning this letter to the undersigned at 215.981.4659, or John M. Ford, Esq. at 215.981.4009.


  /s/ John P. Falco
  John P. Falco



Rachel N. Schatten, Esq.

John M. Ford, Esq.