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SUTHERLAND ASBILL & BRENNAN LLP 700 Sixth Street, NW, Suite 700 Washington, DC 20001-3980 202.383.0100 Fax 202.637.3593 www.sutherland.com |
HARRY S. PANGAS
DIRECT LINE: 202.383.0805
E-mail: harry.pangas@sutherland.com
July 16, 2015
Mr. James E. O’Connor
Senior Counsel
U.S. Securities and Exchange Commission
Washington, DC 20549
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Re: |
Main Street Capital Corporation |
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Registration Statement on Form N-2 (File Number: 333-203147) |
Dear Mr. O’Connor:
On behalf of Main Street Capital Corporation (the “Company”), set forth below is the Company’s response to the oral comment received from the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission on July 6, 2015 relating to the above-referenced Form N-2 registration statement. The Staff’s comment is set forth below and followed by the Company’s response.
Comment: We are currently reviewing whether various types of unfunded commitments issued by business development companies should be treated as “senior securities” for purposes of Section 18 of the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to any final determination by us with respect thereto, we request that the Company confirm that it (1) has sufficient cash and/or liquid assets to cover the amount of unfunded commitments that are currently outstanding and (2) will not sell additional shares of its common stock unless it has sufficient cash and/or liquid assets to cover the amount of unfunded commitments that are outstanding at the time of any such issuance or sale.
As an alternative to the foregoing, the Company may elect to treat its unfunded commitments as “senior securities” for purposes of Section 18 of the 1940 Act. In the event that the Company selects this alternative, please confirm to us that the Company is currently in compliance with the asset coverage requirement contained in Section 18 of the 1940 Act (the “Asset Coverage Requirement”) and will be in compliance therewith when it issues or sells shares of its common stock.
Finally, please provide us with quantitative support of the Company’s compliance with the selected alternative with respect to the Company’s currently outstanding unfunded commitments