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CORRESP
1
filename1.htm

  From:

  Shilling,
  Monica [MShilling@proskauer.com]

  Sent:

  Wednesday,
  April 14, 2010 7:01 PM

  To:

  SandoeC@SEC.GOV

  Subject:

  ARCC
  Preliminary Proxy

  Attachments:

  Cumulative
  Markup against 2009 Proxy.pdf

Hi
Christian.  As we discussed, attached is
a redline showing the changes in ARCC’s preliminary 2010 proxy versus it’s 2009
definitive proxy. Thanks.

<<Cumulative Markup against 2009 Proxy.pdf>>

Monica J. Shilling

Partner

Proskauer

2049
Century Park East

Suite 3200

Los
Angeles, CA 90067-3206

d 310.284.4544

f  310.557.2193

mshilling@proskauer.com

greenspaces

Please
consider the environment before printing this email.

  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  x

  Filed by a Party other than the
  Registrant  o

  Check the appropriate box:

  ox

  Preliminary Proxy Statement

  o

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

  xo

  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):

  x

  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

280 Park
Avenue, 22nd Floor

Building
East

New
York, NY 10017

March 9, 2009

April [  ], 2010

Dear Stockholder:

You are cordially invited to attend the 20092010 Annual Meeting of Stockholders (the
“Annual Meeting”) of Ares Capital Corporation (the “Company”) to be held on May 4,
2009June [7], 2010 at 8:3010 a.m., Central Time, at The Palmer
House Hilton, 17 East Monroe Street,[     ] Chicago, Illinois, United States 60603.[    ].

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 threetwo directors of the Company, to ratify the selection of KPMG LLP as
the Company’s independent registered public accounting firm, and 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 25[   ]% 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

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, 2009JUNE [7], 2010

To the Stockholders of Ares Capital Corporation:

Notice is hereby given that the 20092010 Annual Meeting of the Stockholders (the
“Annual Meeting”) of Ares Capital Corporation, a Maryland corporation (the
“Company”), will be held on May 4, 2009June [7], 2010 at 8:3010 a.m.,
Central Time, at The Palmer House Hilton, 17 East Monroe Street,[     ]
Chicago, Illinois, United States 60603,[    ], for the following purposes:

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

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, 20092010;

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 25[   ]% of its then outstanding common
stock); and

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; and6.  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, 2009May 5, 2010 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 9, 2009

April [   ], 2010

Ares Capital Corporation

280 Park
Avenue, 22nd Floor

Building
East

New
York, NY 10017

Proxy Statement

20092010 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 20092010 Annual Meeting of Stockholders (the
“Annual Meeting”) to be held on May 4, 2009June [7], 2010 at 8:3010 a.m.,
Central Time, at The Palmer House Hilton, 17 East Monroe Street,[    ]
Chicago, Illinois, United States 60603,[    ], 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, 2008,2009, are first being sent to the Company’s
stockholders on or about March 9, 2009.May [5], 2010.

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 threetwo
director nominees, FOR the ratification of KPMG LLP as the Company’s
independent registered public accounting firm for the year ending December 31,
2009,2010 and 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 25[   ]% 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
directly in your name) giving a valid proxy for the Annual Meeting may revoke
it before it is exercised by giving a later-dated properly executed proxy, by
giving notice of revocation to the Company in writing before or at the Annual
Meeting or by attending the Annual Meeting and voting in person. However, the
mere presence at the Annual Meeting of the stockholder does not revoke the
proxy. If your shares are held for your account by a broker, bank or other
institution or nominee, you may vote such shares at the Annual Meeting only if
you obtain proper written authority from your institution or nominee and
present it at the meeting.

Unless revoked as stated above, the shares of common
stock represented by valid proxies will be voted on all matters to be acted
upon at the Annual Meeting. With respect to the election of directors, proxies
cannot be voted for a greater number of persons than the number of nominees
named.

The board of directors is
not aware of any matter to be presented for action at the Annual Meeting other
than the matters set forth herein. Should any other matter requiring a vote of
stockholders arise, it is the intention of the persons named in the proxy to
vote in accordance with their discretion on such matters. The stockholders of
the Company have no dissenter’s or appraisal rights in connection with any of
the proposals described herein.

The record date for determination of stockholders entitled
to vote at the Annual Meeting is the close of business on March 2,
2009.May 5, 2010. As of March 2,
2009,April [     ], 2010, there were 97,152,820[         ]
shares of the Company’s common stock outstanding. Each share of common stock
has one vote. The presence, in person or by proxy, of the holders of

2

shares of stock of the Company entitled to cast a majority of the votes
entitled to be cast shall constitute a quorum for the purposes of the Annual
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 chairman
of the meeting or the stockholders who are represented may adjourn the
Annual Meeting in order to permit further solicitation of proxies by the
Company. The persons named as proxies will vote those proxies for such
adjournment, unless such proxies are marked to be voted against any proposal
for which an adjournment is sought, to permit the further solicitation of
proxies.

Abstentions and broker non-votes, where a broker proxy
indicates that the nominee has not received instructions on a particular
proposal and does not have discretionary authority to vote the shares on such
proposal, will be deemed to be present for the purpose of determining a quorum
for the Annual Meeting. However, abstentions and broker non-votes are not
counted as votes cast. The affirmative vote of the holders of at least a
majority of the total outstanding shares of the Company’s common stock is
required under the Company’s Bylaws (as
amended, the “Bylaws”) to approve Proposal 1 (to elect threetwo directors to serve for a term of three
years, and until their successors are duly elected and qualifiedqualify). For purposes of the vote on Proposal
1, abstentions and broker non-votes will have the same effect as votes against
this proposal.

The affirmative vote of at least a majority of all of
the votes cast at a meeting at which a quorum is present is required for
approval of Proposal 2 (to ratify the selection of KPMG LLP as the Company’s
independent registered public accounting firm), Proposal 4 (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, Proposal 5 (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). For
purposes of the vote on ProposalsProposal
2, 4 and 5, abstentions and broker non-votes will not be counted as
votes cast and will have no effect on the result of the vote. Abstentions
and broker non-votes will also not have any effect on the result of any vote
for adjournment.

With respect to Proposal 5, stockholders should be
aware that this stockholder proposal is simply a request that the board of
directors take the action stated in the proposal. Approval of Proposal 5 may
not result in the requested action being taken by the board of directors and,
therefore, its approval would not