SecProbe.io

June 6, 2014    Monica Shilling, Esq. Proskauer Rose LLP 2049 Century Park East, 32nd Floor Los Angeles, CA 90067   Re: Ares Capital Corporation  File Nos. 333-195748 and 814-663  Dear Ms. Shilling,   On May 7, 2013, you filed a registration st atement on Form N-2 for Ares Capital
Corporation (the “Fund”) in connection with the shelf registration of it s common stock, preferred
stock, debt securities, subscription rights, warrants, and units.

We have reviewed the registration statement,  as well as the Fund’s reports on Form 10-Q
for the period ended March 31, 2014 and Form 10-K for the period ended December 31, 2013,
and have provided our comments below.  Fo r convenience, we gene rally organized our
comments using headings, defined terms and page  numbers found in the registration statement
and reports.  Where a comment is made in one loca tion, it is applicable to all similar disclosure
appearing elsewhere in the regi stration statement or report.

PROSPECTUS

Prospectus Summary — The Co mpany — Overview (Page 1)

1. The second full paragraph on page 2 of this  section states that  the Fund may make
commitments to portfolio companies in excess of the Fund’s final investment .  It further states
that the Fund, after initi ally agreeing to a fund up to a cert ain dollar amount of an investment,
may “subsequently syndicate or sell a portion of such amount  (including, without limitation to
vehicles managed by our portfolio com pany, Ivy Hill Asset Management, L.P . (“IHAM”)),
such that we are left with a smaller investment than what was reflected in our original commitment.”  (Emphasis added.)  The Fund has obtained exemptive relief from Section
12(d)(3) of the Investment Company Act of 1940 (the “1940 Act”) to permit the ownership of
interests in IHAM.  See Investment Company Act Releas e No. 29977 (Mar. 9, 2012) (Notice);
Investment Company Act Release No. 30024 (May 31, 2012) (Order).  Condition 4 of the exemptive relief provides that a majority of th e independent directors of the Fund will approve

Monica Shilling, Esq.
June 6, 2014 Page 2   any transaction involving the Fund and an inve stment vehicle manage d by IHAM that would
violate Section 57(a), but for Rule 57b-1.  Pleas e confirm that the sales referred to in the
italicized language above woul d be subject to the approva l set forth in Condition 4.

Liquidity (Page 8)

2. This section, which sets forth the Fund’s outstanding indebtedness in  paragraph form, is
difficult to read.  Please set fort h the indebtedness in a table or  other format with appropriate
headings to improve its readability.  3. This section refers both to “convertible senior unsecured notes” and “senior unsecured
notes.”  A review of the terms of  the senior unsecured notes issued  shows that they are junior in
ranking to all debt, other than debt which is expressly subordinated to the notes. The Fund has
issued no subordinated debt.  A ccordingly, the unsecure d notes that have been issued are not
senior to any other debt.  Please revise the disclosure to make cl ear that the notes issued are not
senior to any other outstanding debt.  Please also  represent to us that the Fund will not use the
term “senior” with respect to future offerings unl ess the debt will be senior in priority to other
outstanding debt.
Offerings (Page 12)

4. The second paragraph of this section indicates that the annu al shareholder meeting would
be held on June 2, 2014.  Please update the disclosure as appropriate.

Fee and Expenses  — Example (Page 18)

5. The Example presents two lines, respectively showing the hypothetical costs of investing.
The captions for the two lines are identical excep t for the footnote symbols.  As a result the
presentation may be confusing to investors.  Th e costs presented in the first line assume that
none of the returns of the Fund are subject to a ca pital gains incentive fee.  The costs presented in
the second line assume that all of  the returns are subjec t to the capital gains incentive fee.  Please
revise the captions to avoid inve stor confusion.  For example, c onsider adding to  the first line
“, none of which is subject to an incentive fee”.   For the second line, consider adding “, all of
which is subject to a capital gains incentive f ee.”  Finally, please revi se footnote (2) to the
Example in plain English.
Risks Related to Our Business  — We may have difficulty paying our required distributions
under applicable tax rules if we recognize in come before or without receiving cash
representing such income.  (Page 30)

6. This section indicates that original issu e discount (“OID”) or payment-in-kind (“PIK”)
interest may be included in the Fund’s income before it receives any corresponding cash payments.  In addition to the risks set forth here concerning OID and PIK interest, please
disclose the following risks:

Monica Shilling, Esq.
June 6, 2014 Page 3
a) The higher interest rates of OI D instruments reflect the payment deferral and credit risk
associated with them.  Investors in the Fund share the risks and rewards of OID and
market discount.  These risks, however, are not shared by the adviser, who in the case of
payment-in-kind (“PIK”) loans, collects higher asset-based fees with no deferral of cash
payments and no repayment obligation to the Fund  if any of these loan s are uncollectable.

b) OID instruments may have unreliable valua tions because their continuing accruals
require continuing judgments about the collect ability of the deferre d payments and the
value of any associated collateral.
c) OID instruments generally represent a significan tly higher credit risk than coupon loans.

d) OID income received by the Fund may create  uncertainty about th e source of the Fund’s
cash distributions.  For accounting purposes , any cash distributions  to shareholders
representing OID or market discount income are not treat ed as coming from paid-in
capital, even though the cash to pay them comes from the offering proceeds.  Thus,
although a distribution of OID or  market discount interest co mes from the cash invested
by shareholders, Section 19(a) of the 1940 Ac t does not require that shareholders be
given notice of this fact by reporti ng it as a return of capital.

e) In the case of PIK debt, the deferral of PI K interest has the simultaneous effects of
increasing the assets under management and increasing the management fee at a
compounding rate.  In addition, the deferral of PIK interest also reduces the loan-to-value
ratio at a compounding rate.

PART C  Item 25.  Financial Statements  and Exhibits (Page C-1)

7. Exhibits (h)(1) and (h)(2) listed on page C-3 refer, respectively, to a Form of
Underwriting Agreement for Equity  Securities and a Form of U nderwriting Agreement for Debt
Securities.  Please represent to us that the F und will file an executed underwriting agreement by
post-effective amendment to the registration statem ent at the time of each offering of securities.

8. Exhibit 99.4, listed on page C-5, refers to  the Form of Preliminary Prospectus
Supplement for Debt Offerings, which is incor porated by reference to Exhibit 99.4 from a pre-
effective amendment to a registration statement f iled on July 19, 2012.  We note that this form of
prospectus is general for debt offerings.  We further note that  the Fund has issued Unsecured
Convertible Senior Notes and Senior Unsecured Notes.  Please file a form of prospectus
supplement for each particular type of debt the Fund expects to offer.  Please also ensure that the
cover page, summary, and risk sections of the fo rm of prospectus supplement are drafted using
plain English principals and do not use lega l jargon or highly tec hnical business terms. See Rule
421(d) under the Securities Act of  1933 (the “Securities Act”).

Monica Shilling, Esq.
June 6, 2014 Page 4
FORM 10-K FILED FEBRUARY 26, 2014
SSLP Loan Portfolio as of December 31, 2013 (Page 67)

9. This section includes a ta ble presenting the holdings of the SSLP Loan Portfolio,
including the fair value of each holding as of  December 31, 2013.  Please include a similar table
in future 10-Q filings.
Selected Statement of Opera tions Information (Page 71)
10.  In future 10-Q and 10-K filings, please add the following items to the disclosure in the
statement of operations presentation:
 Management and Incentive Fees incurred by the SSLP
 Net change in unrealized appreciati on or depreciation on investments
 Net realized gains or unreal ized losses on investments
 Net increase or decrease in net assets

GENERAL COMMENTS

11. 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.  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, please identify the omitted information to us, 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 with  your registration statement.
 14. 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.
 15. 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 Company and its management are in possession
of all facts relating to the Company's disclosu re, they are responsible for the accuracy and
adequacy of the disclosures they have made.

Monica Shilling, Esq.
June 6, 2014 Page 5        * * * * * * *      Notwithstanding our comments, in the ev ent the Company request s 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 Company fr om its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the Company 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.
    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 ,                        / s /             John M. Ganley           Senior Counsel  cc: Michael J. Shaffer