SecProbe.io

June 22, 2012          Monica J. Shilling, Esq. Proskauer Rose LLP 2049 Century Park East, 32
nd Floor
Los Angeles, CA 90067   Re: Ares Capital Corporation  File Nos. 333-181563 and 814-00663  Dear Ms. Shilling,
 On May 21, 2012, you filed a registration statement on Form N-2 for Ares Capital
Corporation (the”Fund”) in connec tion with the shelf registration of its common stock, preferred
stock, debt securities, su bscription rights, warrants, and units.  We have reviewed the registration
statement, and have provided our comments belo w.  For convenience, we generally organized
our comments using headings, defined terms and page numbers found in the registration
statement.  Where a comment is made in one loca tion, it is applicable to all similar disclosure
appearing elsewhere in the registration statement.
Cover Page

1. The fifth paragraph of the cover page states that the securities may be offered at prices
and on terms to be described in one or more suppl ements to the prospectus .  Please include in the
registration statement a form of prospectus supp lement for each type of security registered.

Prospectus Summary — The Co mpany — Overview (Page 2)

2. The third paragraph on this page states that  the instruments in wh ich the Fund invests are
typically not rated by a rating agen cy, but would likely be rated be low investment grade.  Please
include the term “junk bonds” in th e description of these investme nts, and briefly describe the
speculative nature of these types of issues.

Monica J. Shilling, Esq.
June 22, 2012 Page 2
Prospectus Summary — Offerings (Page 13)

3. The second paragraph of this  section indicates that it wa s expected that the 2012 annual
stockholders meeting would take place on June 6, 2012.  Please update the registration statement
to reflect the results of that meeting.
Fees and Expenses (Page 16)

4. In the third sentence of the first paragraph of this secti on, stockholders are advised that,
depending on context, “you,” “us,” “we,” “Ares Ca pital,” and “the Compa ny” all refer to the
stockholder.  Since this is very confusing, and po tentially misleading, please  delete this sentence.
 5. The second line item in the table of Stockhol der transaction expenses  states “Sales load
paid by us.”  Since all stockholder transaction expenses are paid ei ther directly or indirectly by
stockholders, please delete the words “paid by us” fr om this line item.  See Item 3 of Form N-2.

6. The heading of the table of annual expenses  uses the caption “Estimated annual expenses
(as a percentage of consolidated net assets attributable to common stock).”  Also, the line item
for the Fund’s total annual expenses uses the caption “Total annual expenses (estimated).”
Please delete the word “estimated” from both of  these captions.  See Item 3 of Form N-2.
Additionally, the term “consolidated” is used in th e heading of this table. Please explain to us
what is being consolidated.

7. The table of annual expenses shows Acquire d Fund Fees and Expenses of 0%.  Since
footnote (10) to the fee table in dicates that the Fund invests in holdings that would normally be
expected to result in Acquired Fund Fees and Expenses, please confirm to us that the amount
reflected in the table is correct.  8. The last paragraph of footnot e (7) states that the line item “Incentive fees payable under
investment advisory and management agreement”  does not include the ac crual for a capital gains
incentive fee of $5.7 million for the three months  ended March 31, 2012.  Since the fee table is
required to be based on the Fund’s financial st atements, please include the $5.7 million capital
gains incentive fee in the “Incentive fees paya ble under investment advisory and management
agreement” line item.
Business — General (Page 92)

9. The second to the last paragraph on page 93 of  this section states that the Fund and GE
co-invest though an unconsolidated vehicle, the SSL P.  This section further states, on page 94,
that the SSLP relies on the exception from the de finition of “investment company” set forth in
Rule 3a-7 under the Investment Company Act.  Ru le 3a-7 is an exception from the definition of
“investment company” for issuers of asset-backed securities.  Please provide us with an analysis
explaining why the SSLP may rely on Rule 3a-7.  In addition, please inform us (i) whether the
SSLP has a line of credit or other arrangement s to borrow from banks or other financial
institutions; (ii)  whether the Fund may be liab le for any obligations of the SSLP;  and (iii)

Monica J. Shilling, Esq.
June 22, 2012 Page 3  whether the Fund has sold or othe rwise transferred any of  its assets to the SSLP.  We may have
additional comments after reviewing your response.
Management — Biographical Informatio n and Discussion of Experience and
Qualifications, etc. (Page 123)
10. Please clarify the disclosure in this sec tion to provide any directorships held by each
director during the past five year s.  See Item 18.6(b) of Form N-2.

Investment Advisory and Management Agreement  — Administration Agreement
(Page 147)
11. The first paragraph of this section descri bes an administration agreement with Ares
Operations which was extended until June 1, 2012.  Please update this disclo sure to describe the
Fund’s current administration agreement.
Description of Our Subscription Rights — General (Page 175)

12. Please disclose in this section that the F und will not offer any subscription rights under
this prospectus or an accompanying prospect us supplement without first filing a new post-
effective amendment to the registration statement.  Please also provide similar disclosure in the
section entitled “Description of Our Units” (pag e 190) with regard to any offering of units.
Additionally, please include in Part  C of the registration statement an undertaking to file a post-
effective amendment to the registration statement on Form N-2 with respect to any offerings of
subscription rights or units.
Legal Matters (Page 207)

13. This section states that the legality of  the securities offered will be passed upon by
Proskauer Rose LLP, Los Angeles, California, and Venable LLP, Baltimore, Maryland.  Please include in Part C of the registration statement an  undertaking that the Fund  will file, at the time
of each offering of securities, appropriate legality opinions by post-effective amendment to the
registration statement.
December 31, 2011 Consolidated Schedule of Investments (Page F-10)

14. The Senior Secured Loans for the entity “R3 Education, Inc. and EIC Acquisitions Corp.”
will mature in April 2013, and were valued at 186% of par value on December 31, 2011, and 240% of par value on March 31, 2012.  Please expl ain to us the valuation method used to
determine the fair values of these holdings on December 31, 2011 and March 31, 2012.

Monica J. Shilling, Esq.
June 22, 2012 Page 4
Notes to Consolidated Financial Statements  As of December 31, 2011 — 4. Investments —
SSLP (Page F-62)

15. Please provide us with a detailed accoun ting analysis, with specific references to
Generally Accepted Accounting Principles, suppor ting the Fund’s position of not consolidating
the Senior Secured Loan Fund LLC (the “SSLP”) into the Fund’s financial statements.  In your
analysis, please include a discus sion of the classification of th e SSLP (e.g., investment company,
asset-backed financing entity, etc.).
  Additionally, the Fund’s investment in the SSLP represented a signi ficant portion of the
Fund’s total assets and net assets at bo th December 31, 2011, and March 31, 2012.  Please
provide us with an analysis of the Fund’s positi on of not including the financial statements of the
SSLP with the registration statement.  See Re gulation S-X 3-09 (including the three tests
described in Regulation S- X 1-02(w)).  Also, please  provide us with a de tailed analysis showing
the Fund’s compliance with the lim itations on investing in non-qua lifying assets under Section
55(a) of the Investment Comp any Act of 1940 (the”1940 Act”).
 16. The last sentence of this section states that  the Company is entitl ed to certain sourcing
and management fees in connection with the SSLP.  Please explain to us the details of these fee
arrangements.  Please also explain to us any f ees paid by the Fund regarding the management of
the SSLP, and whether those fees ar e reflected in the fee table.

Notes to Consolidated Financial Statemen ts as of March 31, 2012 — 4. Investments —
SSLP (Page F-145)

17.       The last paragraph of this section states that, effective Ma rch 30, 2012, Ares Capital
Management, the Fund’s investment  adviser, assumed from the F und the role of co-manager of
the SSLP.  Inasmuch as both the Fund and SSL P are advised by Ares Capital Management, the
Fund and SSLP appear to be under common control.  Please explain to us (i) why investments by
the Fund in SSLP after March 30, 2012 will not viol ate Section 57(a)(1) of the 1940 Act, and (2)
why this arrangement is not a joint transaction pr ohibited by Section 57(a)(4) of the 1940 Act.  In
addition, Section 57(k)(1) of the 1940 Act provides that it shall be unlawful for any affiliated
person of a business development company to accep t compensation (other than a regular salary
or wages from the business development company) fo r the purchase or sale of any property to or
for such business development company or any controlled company thereof, except as an
underwriter or broker.   Please ex plain to us whether the Fund’s investment adviser receives any
compensation related to its role of co-manager  of the SSLP and, if so, why this compensation
arrangement should not be deemed a violation of Section 57(k)(1).

GENERAL COMMENTS

18. We note that portions of the filing are inco mplete.  We may have additional comments on
such portions when you complete them in pre- effective amendments, on disclosures made in
response to this letter, on info rmation you supply to us, or on exhi bits added in any pre-effective
amendments.

Monica J. Shilling, Esq.
June 22, 2012 Page 5  19. 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 (the “Securities Act”), please iden tify the omitted information to us, preferably
before filing the final pre-effective amendment.  20. Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection with  your registration statement.
  21. Responses to this letter should be in the fo rm of a pre-effective 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 f act in a letter to us and briefl y state the basis for your position.
 22. We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing reviewed by the staff to be certain that they have provided all information investors
require to make an informed decision.  Since the Fund and its management are in possession of
all facts relating to  the Fund's disclosure, they are respons ible for the accuracy and adequacy of
the disclosures they have made.     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, ac ting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commis sion from taking any action with respect to the
filing;       • the action of the Commission or the st aff, 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 w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.                   * * * * * * *

Monica J. Shilling, Esq.
June 22, 2012 Page 6      Should you have any questions prior to fili ng a pre-effective amendment, please feel free
to contact me at 202-551-6959.            S i n c e r e l y ,                         E d w a r d  P .  B a r t z            S t a f f  A t t o r n e y