SecProbe.io

September 21, 2012
Harry S. Pangas, Esq.
Sutherland Asbill & Brennan LLP 1275 Pennsylvania Avenue, NW Washington, D.C. 20004-2415
RE:  Main Street Capital Corporation
      File Nos.: 333-183555 and 814-00746
Dear Mr. Pangas:
On August 24, 2012, you filed a registration statement on Form N-2 under the Securities Act of 1933
(“1933 Act”) on behalf of Main Street Capital Corporation (“Main Street”).  The registration
statement relates to Main Street’s shelf offering pursuant to Rule 415 under the 1933 Act.  We have
used captions from the registration statement above our comments to indicate the sections of the
registration statement to which they relate.  However, you should consider a comment made with respect to one section to be applicable to similar disclosure elsewhere in the registration statement.  We have the following comments.
Prospectus
Front Cover
1. The disclosure, on the cover and pages 22 and 123, states that, on June 14, 2012, stockholders
approved a proposal to allow Main Street to issue common stock at a price below net asset value per
share for a period of one year.  The disclosure, on the cover and page 123, also states: “Our
stockholders did not specify a maximum discount below net asset value at which we are able to issue our common stock….”  The dilution table on page 124, however, shows a maximum discount of 20%.
Accordingly, please disclose that Main Street will only make an offering at a discount greater than
20% after disclosing the terms of that offering in a post-effective amendment to the current
registration statement that requires acceleration by the staff.
2.  Please also disclose that, once the cumulative dilution to NAV from multiple offerings under the
current registration statement exceeds 15%, Main Street will no longer offer to sell shares under a
prospectus supplement to this registration statement, until a post-effective amendment disclosing the
cumulative discount has been declared effective by the staff.
3.  Please provide by pre-effective amendment the most recent market price for Main Street’s stock.
4.  Please explain to us how Main Street accounts for the offering expenses and sales load in its fee
table and financial statements.
5.  Our LMM companies generally have annual re venues between $10 million and $150 million, and
our LMM portfolio investments generally range in size from $5 million to $25 million. Please add a similar statement for Middle Market Companies (with annual revenue range and size range).

Harry S. Pangas, Esq.
September 21, 2012
Page 2
6. Please include the phrase “and Middle Market” following “LMM”” in the bolded statement: “The
LMM securities in which we invest would be rated below investment grade if they were rated by rating agencies.”
Prospectus Summary
1.  The “Overview” subsection, on page 2, states that “our Middle Market portfolio companies had
weighted average annual revenues of $519 million as of June 30, 2012.”  Please also disclose their weighted average asset size.
2.  The “Overview” subsection, also on page 2, states: “We believe that our LMM investment strategy
has a lower correlation to the broader debt and equity markets.” What is the basis of this belief?  Are historical correlations consistent with this belief?
3.  The “Overview” subsection, on page 4, states that “during May of 2012, the Investment Manager
executed an investment sub-advisory agreement with HMS Adviser, LP, which is the investment
manager to HMS Income Fund, Inc., a newly-formed BDC whose registration statement on Form N-2
was declared effective by the SEC on June 4, 2012, to provide certain investment advisory services to HMS Adviser, LP.”  In fact, Main Street, which is registered under Section 203 of the Investment
Advisers Act of 1940 (“Advisers Act”), is currently serving as the sub-adviser to HMS Adviser, LP, but
this arrangement will result in Main Street receiving income that will trigger a tax penalty.  If,
however, the Investment Manager is the sub-adviser, that arrangement will not result in a tax penalty.  To facilitate that arrangement, Main Street has requested no-action relief from the staff of
the Division of Investment Management that it will not recommend enforcement action against the
Investment Manager under Section 203 of the Advisers Act, or against Main Street under Section
12(d)(3) of the Investment Company Act of 1940 (“1940 Act”), if the Investment Manager is not
separately registered as an investment adviser under the Advisers Act, in light of the registration of
Main Street as an investment adviser. Unless no-action relief is granted before the effective date of
the registration statement, the current sub-advisory arrangement with Main Street should be disclosed and it should also be disclosed that any sub-advisory contract with the Investment Manager
may require relief from Section 203 of the Advisers Act and will require relief from Section 12(d)(3) of
the 1940 Act.
4.  We note that the disclosure about the structure and operations of Main Street and its subsidiaries
is clearer and more comprehensible in the no-action request and in an application for exemptive relief
from Section 57(a) of the 1940 Act also filed by Main Street on July 7, 2012, than the corresponding disclosure in the prospectus.  Please revise the “Organization” and “Overview” subsections, on pages
1-4 of the prospectus, to clarify the structure and operations of the Main Street structure. In
addition, given its complexity, it would be helpful to include a chart that depicts the entire Main Street
structure, including the relationship among Main Street, the In vestment Manager, MSC I, MSC II, MSC
II GP, and the Taxable Subsidiaries.  This chart should indicate the percentage of each of the entities
owned by MSCC.
5.  In the future, please inform us in your cover letter about all applications for exemptive relief and
requests for no-action relief whose granting would affect the disclosure in the registration statement.
Fees and Expenses, page 11
1.  Please disclose, where appropriate, all amounts paid or payable to the Investment Manager by

Harry S. Pangas, Esq.
September 21, 2012
Page 3
Main Street and the “Funds” for the 2011 fiscal year and the six-month period ended June 30, 2012.
Such amounts should not be netted against unrealized appreciation recorded by Main Street in the value of the Investment Manager.  In addition, the amounts received or receivable by the
Investment Manager from the “Funds” should not be netted against the amortization of the intangible
asset on the books of the Investment Manager represented by the value of the advisory agreement with the “Funds.”
2.  The disclosure, on page 16, states that Main Street “may issue debt securities or preferred stock
and/or borrow money from banks or other financial institutions, which we refer to collectively as senior securities.”  If Main Street intends to issue debt securities or issue preferred shares within a
year from the effective date of the registration statement, please include the estimated expenses and
costs of this leveraging, as well as all other leveraging, in the fee table.
3.  Footnote 5 is inadequate in light of the unusual and complex relationship between Main Street and
the Investment Manager, which, we note, is not a consolidated subsidiary.  This relationship is
expressed in the following disclosure from the Main Street’s no-action letter request:
“[Main Street] entered into a support services agreement with the [Investment Manager]
which employs all of the investment personnel and other employees of [Main Street].  The support services agreement requires the [Investment Manager] to manage the day-to-day operational and investment activities of [Main Street] and its wholly owned subsidiaries,
including SBIC Fund I.  The [Investment Manager] generally incurs all normal operating and
administrative expenses, except those specifically required to be borne by [Main Street], which principally include costs that are specific to [Main Street]’s status as a publicly traded BDC.  The expenses paid by the [Investment Manager] include the cost of salaries and related
benefits, rent, equipment and other administrative costs required for the day-to-day
operations of [Main Street] and its wholly owned subsidiaries including SBIC Fund I.  The [Investment Manager] generally incurs all normal operating and administrative expenses,
except those specifically required to be borne by [Main Street], which principally include costs
that are specific to [Main Street]’s status as a publicly traded BDC.  The expenses paid by the
[Investment Manager] include the cost of salaries and related benefits, rent, equipment and
other administrative costs required for the day-to-day operations of [Main Street] and its
wholly owned subsidiaries.…Pursuant to the terms of the Support Services Agreement, the
[Investment Manager] is reimbursed for its expenses associated with providing operational
and investment management services to [Main Street] and its wholly owned subsidiaries.”
Accordingly, please add the following disclosure to footnote 5:
Operating expenses include the expenses of the Investment Manager as if it were consolidated
with MSCC for accounting purposes, including expenses incurred by the Investment Manager
in managing MSC II pursuant to an investment advisory services agreement between the
Investment Manager and MSC II and other third party consulting arrangements. Based on this investment advisory services agreement, MSC II paid the Investment Manager approximately
$__ million in 2011 for these services.  In accordance with the terms of the support services
agreement between MSCC and the Investment Manager, MSCC is required to reimburse the Investment Manager for expenses incurred by the Investment Manager in providing
investment management and other services to MSCC, less amounts the Investment Manager
receives from MSC II and other third parties. Consequently, MSCC is incurring the expenses of
the Investment Manager net of fees received for third party investment advisory and consulting services.  Our percentage of operating expenses to net assets attributable to
common stock only including the expenses incurred by MSCC net of the investment advisory

Harry S. Pangas, Esq.
September 21, 2012
Page 4
and consulting service fees received by the Investment Manager from MSC II and other third
parties would be __%.
4.  Please explain the assumptions and calculations resulting in the estimate of 6.91% for “Total
Annual Expenses”.  This amount appears low ba sed on previous fiscal year actual expenses.
5.  What portfolio investments were included in the calculation of “Acquired Fund Fees and Expenses”
line item?  Were “Cash and Cash Equivalents” invested in money market mutual funds?  We note an
investment in Business Development Corporation of America.  Does this investment or any other portfolio investment have acquired fund fees and expenses that should be included in the calculation?
There are significant potential conflicts of interest which could impact our investment returns, page 15
1.  Disclose, as stated in the exemptive application, that the HMS Income Fund has the identical
investment objectives and strategies as Main Street.  Also disclose in greater detail the heightened conflicts this presents.
2.  Will the Investment Manager receive performance fee compensation from HMS Income Fund?  If
so, disclose that the existence of such fees may provide the Investment Manager with an incentive to allocate opportunities to HMS Income Fund instead of Main Street.
3.  The disclosure states: “We have implemented an allocation policy to ensure the equitable
distribution of such investment opportunities.”  Discuss these allocation policies with greater
specificity, as you do in the exemptive application.
Because we borrow money, the potential for gain or loss on amounts invested in us is magnified and
may increase the risk of investing in us, page 17
Please disclose in the text and the accompanying table of this section, and wherever else in the
registration statement is appropriate, the anticipated leveraging within a year from the effective date
of the registration statement, including any leveraging resulting from preferred shares, debt
securities, and “other types of borrowing arrangements.”
Because we intend to distribute substantially all of our income to our stockholders to maintain our
status as a RIC…page 21
1.  Please provide a representation that Main Street will disclose estimates of the tax characteristics
of its monthly distributions in its semi-annual reports, even though its tax numbers cannot be finalized until its fiscal year-end.  Estimates of the tax characterizations of Main Street’s distributions in its
semi-annual reports will alert shareholders to potential year-end tax consequences.
2.  Please inform us whether Main Street intends to report a distribution yield.  If Main Street intends
to report a distribution yield at any point prior to finalizing its tax figures, it should disclose the
components of the distribution yield.  In addition, any reports containing distribution yields should be
accompanied by the SEC total return and/or yiel d and Main Street should also disclose that the
distribution yield does not represent its performance.

Harry S. Pangas, Esq.
September 21, 2012
Page 5
We may be unable to invest a significant portion of the net proceeds from an offering or from exiting
an investment or other capital on acceptable terms, which could harm our financial condition and
operating results, page 29
Please explain to us how long it will take Main Street to invest substantially all of the proceeds of the
offering.  If the Main Street expects a lengthy delay, please disclose the reasons for, and the
consequences of, such a delay.
The market price of our common stock may be volatile and fluctuate significantly, page 29
One bullet in this section mentions Main Street’s “inability to obtain any exemptive relief that may be
required by us in the future from the SEC.”  If Main Street intends to file any applications for
exemptive relief, please inform us about them.
Overview, page 41
The disclosure states: “Our other portfolio ("Other Portfolio") investments primarily consist of
investments which are not consistent with the typical profiles for LMM and Middle Market portfolio
investments, including investments which may be managed by third parties.”  Please provide
disclosure about the risks of investing in other funds (for example, additional layers of fees).
Portfolio Investment Valuation, page 44
1.  Please provide us with complete financial statements for the Investment Manager.  The financial
statements of the Investment Manager should be for the same periods as Main Street’s and be
prepared in accordance with GAAP (including all necessary notes to the financial statements).  If
audited financial statements are not available, unaudited financial statements may be provided.
2.  Please explain to us the methods and assumptions used to value the Investment Manager as a
portfolio investment of Main Street.  Does the valuation of the Investment Manager exclude
revenues and expenses from all related parties (including Main Street) and does it include gross receipts from any unaffiliated entities?
Capital Resources, page 66
Please provide us with copies of all agreements entered into by Main Street in connection with the
“Credit Facility.”
Off-Balance Sheet Arrangements, page 68
Please describe the “two capital commitments that had not been fully called” and the “off-balance
sheet risk” they represent.

Harry S. Pangas, Esq.
September 21, 2012
Page 6
Contractual Obligations, page 68
1.  Main Street has entered into a “support services agreement” with the Investment Manager.
Under this agreement the Investment Manager is “reimbursed for its excess cash expenses associated
with providing investment management and other services to [Main Street] and its subsidiaries