SecProbe.io

CORRESP
1
filename1.htm

QuickLinks
 -- Click here to rapidly navigate through this document

[PROSKAUER ROSE LLP LETTERHEAD]

February 24,
2009

United
States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christian T. Sandoe, Senior Counsel

Re:Ares Capital Corporation Preliminary Proxy Statement Initially Filed January 28, 2009
(File No. 814-00663)

Dear
Mr. Sandoe:

In
a telephone conversation on February 10, 2009, you provided us with comments on the preliminary proxy statement filed by Ares Capital Corporation (the "Fund") on January 28, 2009. We
have revised the Fund's proxy statement to respond to the comments you provided during the telephone conversation. We are concurrently filing via EDGAR as a correspondence filing this letter.

Set
forth below are the comments of the staff of the Securities and Exchange Commission (the "Staff") verbally provided by you and immediately below each comment is the response with respect thereto
and, where applicable, the relevant revised disclosure.

 Introductory Language, Page 3

1.You asked the Fund to identify itself in third person (i.e., "the Company") rather than in first person (i.e., "we,"
"us" or "our") in the first full paragraph on page 3 for purposes of clarity because the Fund is externally managed.

The
Fund has revised the paragraph on page 3 of the revised proxy statement as set forth below. In addition, the Fund has made corresponding changes to similar language throughout the proxy
statement.

"The
Company will bear the cost of solicitation of proxies in the form accompanying this statement. Proxies will be solicited by mail or by requesting brokers and other custodians, nominees and
fiduciaries to forward proxy soliciting material to the beneficial owners of shares of common stock held of record by such brokers, custodians, nominees and fiduciaries, each of whom the Company will
reimburse for its expenses in so doing. In addition to the use of mail, directors, officers and regular employees of the Company's investment adviser, without special compensation therefor, may
solicit proxies personally, by telephone and by electronic mail from stockholders."

 Proposal 3, page 20

2.You asked the Fund to revise the introductory paragraph of the Fund's proposal to sell or otherwise issue stock below NAV (Proposal
3) on page 20 of the preliminary proxy statement, for purposes of clarity.

The
Fund has revised the introductory paragraph of Proposal 3 on page 21 of the revised proxy statement to read as follows:

"The
Company is a closed-end investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act. As a BDC, the Company is
generally prohibited from issuing its common stock at a price below net asset value per share ("NAV") unless it meets certain conditions, including obtaining stockholder approval."

 Proposal 3, page 23

3.You asked the Fund to clarify in the first full paragraph on page 23 what the time limit was for any stockholder approval of
the Fund's proposal to issue common stock below NAV.

The
Fund has added the following language to the end of the first full paragraph on page 24 of the revised proxy statement:

"If
approved, the authorization would be effective for securities issued during a period beginning on the date of such stockholder approval and expiring on the earlier of the anniversary of the date
of the Annual Meeting and the date of the Company's 2010 Annual Meeting of Stockholders, which is expected to be held in May 2010."

 Availability of Proxy Materials, page 33

4.You asked the Fund to confirm that the bracketed space appearing towards the end of page 33 was a placeholder for the URL
address for the internet availability of the proxy materials.

The
Fund confirms that the bracketed space appearing towards the end of page 34 of the revised proxy statement is a placeholder for the URL address for internet availability. The Fund has
revised the language to read as follows:

 Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on May 4, 2009

        The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal
year ended December 31, 2008 are available at http://materials.proxyvote.com/arcc.

 Additional Changes

        The Fund has made additional non-substantive changes to the proxy statement (i.e., filling in blanks, etc.) as well
as added the words "warrants or a" before each instance of "right to subscribe" in Proposal 4 to more closely track the language of the Investment Company Act of 1940. To aid your review, we have
filed a redlined version of the revised proxy statement in draft form as an exhibit to this correspondence filing.

        The
Fund understands that:

        (a)   the
Fund is responsible for the adequacy and accuracy of the disclosure in the filings;

        (b)   Staff
comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with
respect to the filings; and

        (c)   the
Fund may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

        We
look forward to discussing with you any additional questions you may have regarding the Fund's proxy statement. As always, thank you for your assistance and please do not hesitate to
call me at (310) 284-4544 with any additional questions or comments. Please note that the Fund would like to finalize the proxy statement prior to the first week of March so that it
can mail that week.

Very
truly yours,

/s/
Monica J. Shilling

Monica
J. Shilling

Enclosures

cc:Michael
D. Weiner, General Counsel of Ares Capital Corporation

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 SCHEDULE 14A

Proxy
Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.          )

 Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

 ý

Preliminary Proxy Statement

 o

 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 o

Definitive Proxy Statement

 o

Definitive Additional Materials

 o

Soliciting Material Pursuant to §240.14a-12

 ARES CAPITAL CORPORATION

  (Name of Registrant as Specified In Its Charter)

  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 ý

No fee required.

 o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

 o

Fee paid previously with preliminary materials.

 o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

 [Ares Capital Corporation Logo]

Ares Capital Corporation
  280 Park Avenue, 22nd Floor

Building East

New York, NY 10017

March 6, 2009

Dear
Stockholder:

        You are cordially invited to attend the 2009 Annual Meeting of Stockholders (the "Annual Meeting") of Ares Capital Corporation (the "Company") to be held on May 4, 2009 at
8:30 a.m., Central Time, at [                        ].

        The attached Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted at the Annual Meeting. At the meeting, you will be asked to elect two directors of
the Company, to ratify the selection of KPMG LLP as the Company's independent registered public accounting firm, to approve a proposal to authorize flexibility for the Company, with the
approval of its
board of directors, to sell or otherwise issue shares of its common stock at a price below its then current net asset value per share subject to certain limitations set forth herein (including,
without limitation, that the number of shares issued does not exceed [                        ]% of its then outstanding common
stock), to approve a proposal to authorize the Company to
sell or otherwise issue warrants or securities to subscribe for or convertible into shares of its common stock subject to certain limitations set forth herein (including, without limitation, that the
number of shares issuable does not exceed 25% of its then outstanding common stock and that the exercise or conversion price thereof is not, at the date of issuance, less than the greater of the
market value per share and the net asset value per share of its common stock) and to consider and vote upon a stockholder proposal, if presented at the Annual Meeting, to request that the board of
directors take the necessary steps to declassify the board of directors and require annual election of all the Company's directors.

        Your
vote is important regardless of the number of shares you own. We urge you to fill out, sign, date and mail the enclosed proxy card or authorize your proxy as soon as possible even
if you currently plan to attend the Annual Meeting. This will not prevent you from voting in person but will assure that your vote is counted if you are unable to attend the meeting.

        On
behalf of your board of directors, thank you for your continued interest and support.

Sincerely,

 Bennett Rosenthal
 Chairman of the Board of Directors

1

 [Ares Capital Corporation Logo]

Ares Capital Corporation
  280 Park Avenue, 22nd Floor

Building East

New York, NY 10017

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 4, 2009

To the Stockholders of Ares Capital Corporation:

        Notice is hereby given that the 2009 Annual Meeting of the Stockholders (the "Annual Meeting") of Ares Capital Corporation, a Maryland corporation (the "Company"), will be held on
May 4, 2009 at 8:30 a.m., Central Time, at [                        ], for the following purposes:

1.To
elect two directors to serve for a term of three years, and until their successors are duly elected and qualified;

2.To
consider and vote upon the ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the year
ending December 31, 2009;

3.To
consider and vote upon a proposal to authorize flexibility for the Company, with the approval of its board of directors, to sell or otherwise issue shares
of its common stock at a price below its then current net asset value per share subject to certain limitations set forth herein (including, without limitation, that the number of shares issued does
not exceed [                        ]% of its then outstanding common stock);

4.To
consider and vote upon a proposal to authorize the Company to sell or otherwise issue warrants or securities to subscribe for or convertible into shares
of its common stock subject to certain limitations set forth herein (including, without limitation, that the number of shares issuable does not exceed 25% of its then outstanding common stock and that
the exercise or conversion price thereof is not, at the date of issuance, less than the greater of the market value per share and the net asset value per share of its common stock);

5.To
consider and vote upon a stockholder proposal, if presented at the Annual Meeting, to request that the board of directors take the necessary steps to
declassify the board of directors and require annual election of all the Company's directors; and

6.To
consider and take action upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.

        Only
the holders of record of shares of common stock of the Company at the close of business on March 2, 2009 will be entitled to receive notice of and vote at the meeting.

        It
is important that all stockholders participate in the affairs of the Company, regardless of the number of shares owned. Accordingly, the Company urges you to promptly fill out, sign,
date and return the enclosed proxy card even if you plan to attend the meeting. Instructions are shown on the proxy card.

        You
have the option to revoke the proxy at any time prior to the meeting, or to vote your shares personally on request if you attend the meeting. If there are not sufficient votes for a
quorum or to

approve
or ratify any of the foregoing proposals at the time of the Annual Meeting, the meeting may be adjourned in order to permit further solicitation of proxies by the Company.

By Order of the Board of Directors,

 Merritt S. Hooper
 Secretary

New York, New York

March 6, 2009

[Ares Capital Corporation Logo]

Ares Capital Corporation
  280 Park Avenue, 22nd Floor

Building East

New York, NY 10017

  Proxy Statement
  2009 Annual Meeting of Stockholders

        The proxy card that accompanies this statement is being solicited by the board of directors of Ares Capital Corporation, a Maryland
corporation (the "Company," "we," "us" or "our"), for use at the 2009 Annual Meeting of Stockholders (the "Annual Meeting") to be held on May 4, 2009 at 8:30 a.m., Central Time, at
[                        ], or at any adjournment or postponement thereof. This proxy statement, the accompanying proxy card and
the Company's Annual Report on
Form 10-K, which includes audited financial statements for the year ended December 31, 2008, are first being sent to the Company's stockholders on or about March 6,
2009.

        We encourage you to vote your shares, either by voting in person at the Annual Meeting or by granting a proxy (i.e., authorizing someone to vote your shares). If you properly sign
and date the accompanying
proxy card and the Company receives it in time for the Annual Meeting, the persons named as proxies will vote the shares registered directly in your name in the manner that you specify.  If no specification is made, the votes
entitled to be cast by such shares will be cast FOR the election of the two director nominees, FOR the ratification of KPMG LLP as
the Company's independent registered public accounting firm for the year ending December 31, 2009, FOR the proposal to authorize flexibility for the Company, with the approval of its board of
directors, to sell or otherwise issue shares of its common stock at a price below its then current net asset value per share subject to certain limitations set forth herein (including, without
limitation, that the number of shares issued does not exceed [                        ]% of its then outstanding common stock),
FOR the proposal to authorize the Company to sell or
otherwise issue warrants or securities to subscribe for or convertible into shares of its common stock subject to certain limitations set forth herein (including, without limitation, that the number
of shares issuable does not exceed 25% of its then outstanding common stock and that the exercise or conversion price thereof is not, at the date of issuance, less than the greater of the market value
per share and the net asset value per share of its common stock) and, if presented at the Annual Meeting, AGAINST the stockholder proposal to request that the board of directors take the necessary
steps to declassify the board of directors and require annual election of all the Company's directors.

        Any
stockholder "of record" (i.e., you hold shares dir