[Letterhead of Sutherland Asbill & Brennan LLP]
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May 20, 2013 |
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VIA EDGAR
Christian T. Sandoe, Esq.
James E. O’Connor, Esq.
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Main Street Capital Corporation
Registration Statement on Form N-2 filed May 20, 2013
Greetings,
On behalf of Main Street Capital Corporation (the “Company”), we hereby respectfully request that the staff of the Securities and Exchange Commission (the “Commission”) afford the Company’s post-effective amendment no. 3 to its shelf registration statement on Form N-2, filed with the Commission on May 20, 2013 (the “Amended Registration Statement”), selective review in accordance with Securities Act Release No. 6510 (February 15, 1984).
The disclosure contained in the Amended Registration Statement contains no material changes from the disclosure included in the Company’s shelf registration statement on Form N-2, initially filed with the Commission on August 24, 2012 and declared effective, as amended, on October 19, 2012 (the “Initial Registration Statement”), except for the inclusion of (i) financial statements, related financial data and management and compensation disclosure as of and for the year ended December 31, 2012 and (ii) financial statements and related financial data for the quarter ended March 31, 2013. The Initial Registration Statement was subjected to a legal and accounting review by the Commission.
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