Current Report Filing (8-k)
April 30 2021 - 4:04PM
Edgar (US Regulatory)
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
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814-00967
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45-4247759
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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1450 Brickell Avenue, 31st Floor
Miami, Florida
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33131
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(Address of principal executive offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.001 per
share
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WHF
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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6.50% Notes due 2025
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WHFBZ
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The Nasdaq Stock Market LLC
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(Nasdaq Global Select Market)
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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*
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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.
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*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, 2021
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WHITEHORSE FINANCE, INC.
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/s/ Joyson C. Thomas
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By:
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Joyson C. Thomas
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Title:
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Chief Financial Officer
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