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CORRESP
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CORRESP

 1900 K Street, NW

 Washington, DC 20006-1110

+1 202 261 3300 Main

 +1 202 261 3333 Fax

www.dechert.com

 WILLIAM J. TUTTLE

 william.tuttle@dechert.com

+1 202 261 3352 Direct

 +1 202 261 3009 Fax

 June 16, 2015

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Investment Management

 100 F Street, N.E.

Washington, DC 20549

 Attn: Ashley Vroman-Lee and Kenneth
Ellington

Re:
PennantPark Floating Rate Capital Ltd.

Registration Statement on Form N-14

File Numbers 333-204272 and 814-00891

 Ladies and Gentlemen:

PennantPark Floating Rate Capital Ltd., a Maryland corporation ( “PFLT”), has today filed with the Securities and Exchange Commission (the
“Commission”) Pre-Effective Amendment No. 1 (“Amendment No. 1”) to its Registration Statement on Form N-14 (Registration No. 333-204272) (the “Registration Statement”). On behalf of
PFLT, we hereby respond to the comments raised by the staff (the “Staff”) of the Commission pursuant to a telephone call on June 11, 2015 between Ms. Ashley Vroman-Lee and Mr. Kenneth Ellington of the Staff and
Messrs. William Tuttle and Shashi Khiani of Dechert LLP, outside counsel to PFLT. For your convenience, a transcription of the Staff’s comments is included in this letter, and each comment is followed by the applicable response. We will also
provide courtesy copies of Amendment No. 1, as filed and marked against the initial filing of the Registration Statement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the
Registration Statement.

 ACCOUNTING COMMENTS:

General

1.
In the updated consent of Warren Averett, LLC, please include the Securities Act file number for the Registration Statement.

Response:

 As requested, the updated consent of Warren
Averett, LLC includes the Securities Act file number for the Registration Statement.

2.
Please provide the accounting and performance survivor analysis (NAST analysis) for the Merger.

Response:

 In the North American Security Trust no-action
letter (avail. August 5, 1994), the Staff articulated the five factors that should be considered in assessing whether a fund created by the combination of three funds should be permitted to use the predecessor performance of one of the
predecessor funds and, if so, which predecessor fund. Specifically, the Staff stated that an analysis should be conducted on each of the five factors to determine whether the combined or resulting fund more closely resembles one or another fund in
each of these areas. The Staff has subsequently endorsed these same factors more generally in determining the performance survivor of transactions involving a combination of funds.

Similarly, the American Institute of Certified Public Accountants Audit and Accounting Guide for Investment Companies Committee (“Audit
Guide”) cites the same five factors in determining which fund, based on continuity or dominance in these areas, should be the survivor for financial reporting purposes following a combination transaction.

The five factors articulated in both North American Security Trust and the Audit Guide (in declining order of importance) are (1) portfolio management;
(2) portfolio composition; (3) investment objectives, policies, and restrictions; (4) expense structures and expense ratios; and (5) asset size.

Each of these factors, as applied to the proposed Merger, is analyzed as follows:

Portfolio Management – The PFLT Investment Adviser had served as investment adviser to PFLT since its inception and will serve as investment
adviser to the combined company following completion of the Merger. By contrast, MCG has been internally managed by an investment team whose employment is being terminated by MCG immediately prior to closing of the Merger. Thus, the combined entity
will most closely resemble PFLT in terms of the identity of its historical portfolio management.

 Investment Objectives, Policies and
Strategies – Although both PFLT and MCG have substantially the same investment objective (current income and capital gains), PFLT’s leveraged portfolio is invested primarily in Floating Rate Loans to U.S. middle market companies, while
MCG’s portfolio is unlevered and consists primarily of cash and cash equivalents. In addition, the combined company’s policies and strategies will be identical to those of PFLT and different than the historical policies and strategies of
MCG. Thus, the combined company will most closely resemble PFLT with respect to investment objectives, policies and strategies.

 Portfolio
Composition – As noted above, PFLT’s total assets are invested primarily in Floating Rate Loans to U.S. middle market companies while MCG’s remaining portfolio consists of loans to lower middle market companies (with the balance
of its assets invested in cash and cash equivalents). The PFLT Investment Adviser intends for the combined company’s total assets to be invested primarily in Floating Rate Loans to U.S. middle market companies and will therefore most closely
resemble PFLT with respect to current portfolio composition.

 Expense Structures and Expense Ratios – PFLT historically has been an externally managed BDC while
MCG historically has been an internally managed BDC. Following completion of the Merger the combined entity will have a fee schedule and expense structure identical to that of PFLT. Thus, the combined company will most closely resemble PFLT in
expense structures and ratios.

 Asset Size – As of March 31, 2015 the total assets of PFLT were $354.4 million while the total
assets of the MCG were $180.9 million. Given that the total assets of PFLT were nearly twice that of MCG, the combined entity will more closely resemble PFLT.

For these reasons, we respectfully submit that it is appropriate to treat PFLT as the accounting and performance survivor of the Merger.

3.
Please confirm that the PFLT Investment Adviser is paying $8.3 million of specified transaction costs and ensure that the disclosure throughout the Registration Statement is consistent.

Response:

 PFLT hereby confirms that the PFLT Investment
Adviser is paying $8.3 million of specified transaction costs. As requested, PFLT has ensured that the associated disclosure is consistent throughout the Registration Statement.

Questions and Answers about the Special Meetings and the Merger

4.
In the first question and answer on page 4, please include the estimated expenses of each of PFLT and MCG relating to completion of the Merger.

Response:

 As requested, PFLT has disclosed the estimated
expenses of PFLT and MCG relating to completion of the Merger.

5.
In the discussion of whether the Merger is expected to be taxable to MCG stockholders, please discuss the loss of capital loss carryforwards and provide any available estimate of taxable income that MCG stockholders
will recognize in the Merger.

 Response:

As requested, PFLT has included disclosure on the amount of the loss of capital loss carryforwards in connection with the Merger in the discussion of whether
the Merger is expected to be taxable to MCG stockholders. PFLT respectfully submits that no estimate of taxable income the MCG stockholders will recognize in the Merger is available because the determination is dependent on a variety of independent
factors, including the price at which an investor acquired shares in MCG. PFLT, however, has added a cross-reference to the tax disclosures contained elsewhere in the Registration Statement to direct MCG stockholders to the disclosures that will aid
them in determining the taxable income that they will recognize in the Merger.

 Comparative Fees and Expenses

6.
Please revise the column “Pro Forma Combined” to include reference to PFLT.

 Response:

 As requested, PFLT has revised the heading “Pro Forma Combined” to “Pro Forma PFLT Combined.”

7.
Please explain to the Staff why the pro forma combined management fees are expected to decrease.

Response:

 We supplementally inform the Staff that, as
disclosed on page 191 of the Registration Statement and also in PFLT’s periodic filings, PFLT does not charge base management fees on cash and cash equivalents. Because a significant portion of MCG’s assets consist of cash and cash
equivalents, the pro forma combined management fees will decrease as a percentage of net assets at the time of closing of the Merger.

8.
Please explain why the pro forma combined other expenses significantly exceed PFLT’s legacy other expenses.

Response:

 Consistent with the requirements of Form N-14,
PFLT computed the pro forma combined other expenses based on the expenses set forth in the Unaudited Pro Forma Condensed Statement of Operations for the six months ended March 31, 2015. We supplementally inform the Staff that the pro forma
combined other expenses significantly exceed PFLT’s legacy other expenses because the table is required to give effect to the legacy expenses of MCG, excluding historic salary and benefits payments, which exceed PFLT’s level of expenses as
a percentage of net assets.

9.
Please advise as to PFLT’s intentions regarding potential increases in borrowings during the first year following the Merger.

Response:

 We supplementally advise the Staff that PFLT
does not intend to increase its borrowings during the first year following the Merger. The amount of leverage that PFLT will use following closing of the Merger will depend on its assessment of market conditions and other factors at the time of any
proposed borrowing.

 Unaudited Pro Forma Condensed Consolidated Financial Statements

10.
Please include pro forma adjustments for MCG on the balance sheet and schedule of investments.

Response:

 As requested, PFLT has included pro forma
adjustments for MCG on the balance sheet and schedule of investments.

11.
Please include the pro forma adjustments on the face of the pro forma financial statements, rather than in the notes to pro forma condensed consolidated financial statements.

Response:

 As requested, PFLT has included the pro forma
adjustments on the face of the pro forma financial statements, rather than in the notes to pro forma condensed consolidated financial statements.

12.
In the notes to pro forma condensed consolidated financial statements, please disclose the capital loss carryforwards for each of PFLT and MCG and any future limitation on such capital loss carryforwards as a result
of the Merger.

 Response:

 As
requested, PFLT has included disclosure on the capital loss carryforwards for MCG. As a result of the Merger, MCG’s capital loss carryforwards is expected to be limited by Section 382 of the Code. However, certain transactions that may be
undertaken after the Merger may further restrict or eliminate the usage of MCG’s capital loss carryforward. PFLT respectfully submits that it has no capital loss carryforwards.

13.
In note 3, please disclose with more granular detail the various legal, advisory, severance and other transaction related costs.

Response:

 As requested, PFLT has disclosed with more
granular detail the various legal, advisory, severance and other transaction related costs referenced in note 3.

14.
Please add a discussion of the sale of MCG’s investment in Broadview Networks Holdings, Inc. in a subsequent events footnote.

Response:

 As requested, PFLT has included a discussion
of the sale of MCG’s investment in Broadview Networks Holdings, Inc. in a subsequent events footnote.

 Capitalization

15.
Please include a column for the Merger-related adjustments.

 Response:

As requested, PFLT has revised the capitalization table to include a column for the Merger-related adjustments.

16.
Please define “Total capitalization” in a footnote.

 Response:

As requested, PFLT has defined “Total capitalization” in a footnote to the capitalization table.

The Merger

17.
We note the discussion of the potential monetization of MCG’s investments prior to closing. Please confirm that any sales of any assets are appropriately reflected in the financial statements along with the
costs of disposition.

 Response:

MCG has confirmed that the sales of any assets by MCG during the pendency of the Merger will be appropriately reflected in its financial statements along with
the costs of disposition. In addition, PFLT intends to evaluate whether any such sales require disclosure in the subsequent events footnote to the pro forma condensed consolidated financial statements.

18.
We note the assumption regarding the receipt of $3 million from the successful resolution of pending litigation claims. Please discuss whether this $3 million should be reflected in the pro forma financial
statements.

 Response:

 PFLT
respectfully submits that the receipt of $3 million from the successful resolution of pending litigation claims should not be reflected in the pro forma financial statements because the GAAP requirements for recording of an asset have not been
satisfied.

 Accounting Treatment

19.
Please confirm that PFLT’s independent accounting firm concurs in the proposed treatment of the Merger as an asset acquisition for accounting purposes.

Response:

 PFLT respectfully submits that McGladrey LLP
concurs in the proposed treatment of the Merger as an asset acquisition for accounting purposes.

 LEGAL COMMENTS

General

20.
Please confirm that the Registration Statement is revised to reflect all material developments since May 18, 2015, including with respect to the unsolicited proposal by HC2 and the litigation associated with the
Merger. Please also disclose how any outstanding legal proceedings may impact the Merger.

 Response:

As requested, PFLT has updated the disclosure to reflect all material developments since May 18, 2015, including with respect to the unsolicited proposal
by HC2 and the litigation associated with the Merger. PFLT has also disclosed how the outstanding legal proceedings may impact the Merger.

21.
Please confirm that each of PFLT and MCG is in compliance with Section 55(a) of the 1940 Act.

Response:

 PFLT hereby confirms that it is in compliance
with the requirements of Section 55(a) of the 1940 Act. In addition, MCG has confirmed to PFLT that it is in compliance with the requirements of Section 55(a) of the 1940 Act.

22.
Please discuss why it is appropriate for MCG stockholders to pay a termination fee if the merger agreement is terminated in certain circumstances and whether payment of such a fee is consistent with the fiduciary
duties of MCG and its directors to stockholders.

 Response:

PFLT and MCG respectfully advise the Staff that termination fee provisions of the type included in the Merger Agreement are customary deal protections found in
virtually all transactions involving the acquisition of a public company. A study published by the Practical Law Company,1 based on a survey of all acquisitions of U.S. publicly reporting
companies with an equity value at signing in excess of $100 million (excluding REITs and debt-only issuers)2 found 146 of the 150 total transactions included a termination fee provision. In all
146 transactions, the termination fee was payable by the target in certain circumstances in the event the target’s board of directors changed its recommendation in favor of the merger agreement, and 139 of the 146 (including all of the
transactions where the target had the right to terminate the merger agreement in favor of an alternative transaction) included a termination fee payable in the event the target accepts a third-party proposal for an alternative transaction. A
separate study published by the Mergers and Acquisitions Committee of the American Bar Association’s Business Law Section,3 which analyzed all publicly available merger agreements for
acquisitions of U.S. public companies by public companies or other strategic buyers announced in 2013, reached a similar conclusion (99% of transactions included a termination fee payable in certain circumstances on a chang