SecProbe.io

[SEC Letterhead]

July 1, 2011

Monica J. Shilling, Esq.
Proskauer Rose LLP 2049 Century Park East Suite 3200 Los Angeles, CA  90067-3206
Re: Ares Capital Corporation
File Nos. 333-174716 & 814-663
Dear Ms. Shilling:
We have reviewed the registration statemen t for Ares Capital Corporation (the “Fund”)
filed on Form N-2 on June 3, 2011, in connectio n the shelf registration of common stock,
preferred stock, debt securities, subscription rights, and warrants .  Based on our review of the
registration statement, we have the following comments.  The captions we use below correspond
to the captions the Fund uses in  its registration statement.

Cover Page

1. The fifth paragraph of the cover page indicate s that each of the five types of securities
registered may be sold separately or “as units  comprised of any combination” of the other
securities registered.  Please provide us with the following:

 An explanation as to why a unit should not be deemed a separate security;
 An example of a “unit” and how it would be offered and priced; and
 An explanation of how the Fund will ensure th at a unit is priced in a manner that would
not result in common shares sold below net asset value.  See Section 23(b) of the
Investment Company Act of 1940 (“ Investment Company Act”).

2. The fifth paragraph also states  that the securities may be o ffered at prices and on terms to
be described in one or more supplements to th e prospectus.  Please incl ude in the registration
statement a form of prospectus supplement for each type of security re gistered.  In addition,
please include an undertaking to file a post-effective amendment to the registration statement
with respect to any rights offering.

Monica J. Shilling, Esq.
July 1, 2011
Page 2

Prospectus Summary — The Company — Overview (Page 1)

3. The first paragraph of this section identifies Ivy Hill Asset Management, L.P. as an adviser that is a wholly-owned portfolio comp any of the Fund.  Please explain to us how the
Fund’s ownership of Ivy Hill Asset Management, L.P.  is consistent with Section 12(d)(3), which
applies to business development companies throu gh Section 60 of the Investment Company Act.

Prospectus Summary — The Company — Recent Developments (Page 5)

4. The last paragraph of this section indi cates it was expected that the 2011 annual
stockholders meeting would take place on June 6, 2011.  Please update the registration statement
to reflect the results of that meeting.

Fee and Expenses (Page 16)

5. In the table of Stockholder transaction expe nses, the second caption in the table states
“Offering expenses borne by us (as a percentage of offeri ng price).”  As all offering expenses are
paid either directly or indirectly by shareholders , please delete the words “borne by us” from this
caption.  Similarly, please delete “by us” from th e fourth caption of th e table concerning total
stockholder transaction expenses.  6. Please confirm that the income tax expenses of the Fund have been included in the fee table.
Management — Biographical Information (Page 125)

7. Please ensure and clarify that the informa tion provided for the di rectors includes other
directorships held during the past 5 years .  See Items 18.1 and 18.6(b) of Form N-2.  The
biographical information for each director includ es a discussion of the director’s particular
experience, qualifications, attributes or skills that lead to the conclu sion that the individual
should serve as a director.  To enable investors to find this information more easily, please either
move this information to a separate secti on or provide an appropriate caption for such
information under each director’s biographical information.
Description of Our Capital Stock — Provision s of the Maryland General Corporation Law
and Our Charter and Bylaws — Control Share Acquisition  (Page 175)

8. The last paragraph of this section provid es that the Fund’s byl aws contain a provision
exempting from the Control Share Acquisition Ac t any and all acquisitions by any person of
shares of the Fund’s stock.  Please clarify that all shares of the Fund, including control shares,
will have voting rights.  This section also states that the bylaws would be amended to subject the
Fund to the Control Share Acquisiti on Act only if the board determin es it would be in the best
interest of the Fund based on the determinati on that being subject to the Control Share

Monica J. Shilling, Esq.
July 1, 2011
Page 3

Acquisition Act does not conflict with the Investme nt Company Act.  Pleas e disclose that the
Fund would consult with the staff of the Commi ssion prior to amending its bylaws to repeal the
exemption.
Legal Matters (Page 209)

9. This section states that the legality of  the securities offered will be passed upon by
Proskauer Rose, LLP, Los Angeles, California a nd Venable LLP, Baltimore.  Please include in
Part C to registration statement an undertaking that  the Fund will file, at th e time of each offering
of securities, appropriate lega lity opinions by post-effective amendment to the registration
statement.
GENERAL COMMENTS:

10. Where a comment is made in one location, it is applicable to a ll similar disclosure
appearing elsewhere in the registration statement.  11. We note that portions of the filing are inco mplete.  We may have additional comments on
such portions when you complete them in a pre- effective amendment, on disclosures made in
response to this letter, on info rmation supplied supplementally, or on exhibits added in any pre-
effective amendments.  12. If you intend to omit certain information from  the form of prospectus included with the
registration statement that is d eclared effective in reliance on Rule 430A under the Securities Act
of 1933, please identify the omitted information to us supplementally, preferably before filing
the final pre-effective amendment.  13. Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection wi th your registration statement.
 14. Response to this letter shoul d be in the form of a pre-e ffective amendment filed pursuant
to Rule 472 under the Securities Act.   Where no change will be made  in the filing in response to
a comment, please indicate this fact in a supplemental letter a nd briefly state the basis for your
position.  15. We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the Fund  and its management are in possession of all
facts relating to the Fund’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

Monica J. Shilling, Esq.
July 1, 2011
Page 4

 Notwithstanding our comments, in the ev ent the Fund requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that    should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the F und from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and
 the Fund may not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Investment Management in connection
with our review of your filing or in response to our comments on your filing.     We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilities.  We will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
* * * * * * *
 If you have any questions prior to filing a pr e-effective amendment, please call me at
(202) 551-6945.
Sincerely,

  John M. Ganley
Senior Counsel