Current Report Filing (8-k)
July 21 2021 - 4:37PM
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):
July 21, 2021 (July 15, 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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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 July 15, 2021, WHF Finance Credit I, LLC
(“WhiteHorse Credit”), a wholly owned subsidiary of WhiteHorse Finance, Inc. (the “Company”), amended the terms
of the Fifth Amended and Restated Loan Agreement, dated April 28, 2021, by and among WhiteHorse Credit, as borrower, JPMorgan Chase
Bank, National Association, as lender and administrative agent, Citibank, N.A., as collateral agent and securities intermediary, the Company,
as portfolio manager, and Virtus Group LP, as collateral administrator (as amended, the “Amended Loan Agreement”). The Amended
Loan Agreement, among other things, (i) extends the end of the non-call period from November 22, 2021 to November 22, 2022, (ii) extends
the end of the reinvestment period from November 22, 2023 to November 22, 2024, (iii) extends the scheduled termination date from November
22, 2024 to November 22, 2025 and (iv) decreases the applicable margins for interest rates to 2.35% per annum.
The description above is only a summary of the
Amended Loan Agreement and is qualified in its entirety by reference to a copy of the Amended Loan Agreement, a copy of 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.
Item 8.01. Other Events.
On July 21, 2021, the Company issued a press release.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 8.01 of this Current Report
on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of such Section. The information in Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not
be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
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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First Amendment to Fifth Amended and Restated Loan Agreement, dated July 15, 2021, by and among WHF Finance Credit I, LLC, as borrower, JPMorgan Chase Bank, National Association, as lender and administrative agent, Citibank, N.A., as collateral agent and securities intermediary, WhiteHorse Finance, Inc., as portfolio manager, and Virtus Group LP, as collateral administrator
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99.1
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Press Release of WhiteHorse Finance, Inc., dated July 21, 2021
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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: July 21, 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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