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WHF WhiteHorse Finance

Filed: 30 Apr 21, 4:02pm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 28, 2021

 

WhiteHorse Finance, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 814-00967 45-4247759

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

1450 Brickell Avenue, 31st Floor

Miami, Florida

 33131
(Address of principal executive offices) (Zip Code)

 

(305) 381-6999

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if changed since last report)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
   
Common Stock, par value $0.001 per
share
WHF

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

   
6.50% Notes due 2025WHFBZThe Nasdaq Stock Market LLC
  (Nasdaq Global Select Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On April 28, 2021, WhiteHorse Finance Credit I, LLC (“WhiteHorse Credit”), a wholly owned subsidiary of WhiteHorse Finance, Inc. (the “Company”), entered into the Fifth Amended and Restated Loan Agreement (as amended and restated, the “Fifth Amended and Restated Loan Agreement”), by and among WhiteHorse Credit, as borrower, the Company, as portfolio manager, JPMorgan Chase Bank, National Association, as administrative agent and lender, and the financial providers party thereto, to, among other things, enable WhiteHorse Credit to borrow in British Pounds or Euros.

 

The Fifth Amended and Restated Loan Agreement also reflects amendments that were previously made to the Fourth Amended and Restated Loan Agreement, dated November 22, 2019, and disclosed in the Company’s Current Report on Form 8-K filed on December 28, 2020, including (i) an increase in the size of the facility from $250 million to $285 million; (ii) an increase in the minimum funding amount from $175 million to $200 million; and (iii) the implementation of certain changes relating to the transition away from the London Interbank Offered Rate (“LIBOR”) in the market by permitting an alternative interest rate benchmark in place of LIBOR as necessary.

 

The description above is only a summary of the material terms included in the Fifth Amended and Restated Loan Agreement and is qualified in its entirety by reference to a copy of the Fifth Amended and Restated Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Forward-Looking Statements

 

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this Current Report on Form 8-K may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1* Fifth Amended and Restated Loan Agreement, dated April 28, 2021, by and among WhiteHorse Finance Credit I, LLC, as borrower, the Company, as the portfolio manager, JPMorgan Chase Bank, National Association, as administrative agent and lender, and the financial providers party thereto.

 

*Portions of this exhibit, marked by brackets, have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because they (i) are not material and (ii) are of the type that the Company treats as private or confidential. The Company undertakes to promptly provide an unredacted copy of this exhibit on a supplemental basis, if requested by the Securities and Exchange Commission or its staff.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated:  April 30, 2021WHITEHORSE FINANCE, INC.
  
  
 /s/ Joyson C. Thomas
 By:  Joyson C. Thomas
 Title:Chief Financial Officer