[Letterhead of Sullivan & Cromwell LLP]
February 24, 2011
Via Email and EDGAR
Mr. John M. Ganley,
Securities and Exchange Commission,
100 F Street, N.E.,
Washington, D.C. 20549.
| Re: | OFS Capital, LLC |
| (Form N-2, File Nos. 333-166363 & 814-00813) |
Dear John:
Per our prior discussion, in the interest of expediting your review of the Registration Statement on Form N-2 (the “Form N-2”) filed by our client, OFS Capital, LLC (the “Company”), with the Securities and Exchange Commission on April 29, 2010, as most recently amended on October 5, 2010, we are providing to the staff supplementally certain updates to the Company’s disclosure. The updates reflected in the attached pages are principally for the purpose of (1) modifying the disclosure with respect to the OFS Capital WM transaction to reflect, among other things, our recent discussions with the staff on this transaction, (2) including a minor elaboration to OFS Capital’s investment strategy, and (3) reflecting the finalized terms of the allocation policy of the investment advisor to the Company. In this regard, we have attached as Annex A to this letter changed pages, marked against the most recent amendment to the Company’s Form N-2, which reflect the Company’s proposed revisions. We have not sought to include each instance of these updates, but would propose to make conforming changes to other parts of the Form N-2 consistent with the changed pages submitted.
If you have any questions or comments regarding the above, please feel free to call me on (310) 712-6603.
| Very truly yours, | ||
| /s/ Patrick S. Brown | ||
| Patrick S. Brown | ||
| OFS Capital, LLC | -2- |
| cc: | Glenn R. Pittson |
| (OFS Capital, LLC) |
| Jonathan H. Talcott |
| (Nelson Mullins Riley & Scarborough LLP) |
Annex A
