[LETTERHEAD OF SUTHERLAND ASBILL & BRENNAN LLP]
HARRY S. PANGAS
DIRECT LINE: 202.383.0805
E-mail: harry.pangas@sutherland.com
December 3, 2008
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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Re: |
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Main Street Capital Corporation Registration Statement on Form N-2 (File
No. 333-155806) |
Dear Sir or Madam:
On behalf of Main Street Capital Corporation (the Company), we transmitted for filing under
the Securities Act of 1933 (the Securities Act) the Companys registration statement on Form N-2
(File No. 333-155806) (the Registration Statement) and a filing fee in the amount of $11,790 on
December 1, 2008 for the registration of up to $300,000,000 of shares of common stock of the
Company. The Registration Statement relates to the shelf offering of shares of the Companys
common stock under Rule 415 of the Securities Act.
The Company respectfully requests that the staff of the Securities and Exchange Commission
afford the Registration Statement selective review in accordance with Securities Act Release No.
6510 (February 15, 1984). The disclosure contained in the Registration Statement is substantially
similar to the disclosure contained in the Companys registration statement on Form N-2 (File No.
333-142879) that was declared effective by the Securities and Exchange Commission on October 4,
2007 (the Old Registration Statement), except that the Old Registration Statement was filed in
connection with the Companys initial public offering while the Registration Statement is being
filed in connection with the shelf registration of shares of common stock by the Company. In
addition, the Registration Statement contains updated financial statements and related narrative
disclosure and certain other information.
Please let us know if you would like a courtesy copy of the Registration Statement. If you
have any questions or comments regarding the Registration Statement, please do not hesitate to call
me at (202) 383-0805.
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Sincerely,
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/s/ Harry S. Pangas
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Harry S. Pangas |
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