SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
Securities Exchange Act of 1934
Date of Report: October 20, 2020
(Date of earliest event reported)
WhiteHorse Finance, Inc.
(Exact name of registrant as specified
in its charter)
(State or other jurisdiction
1450 Brickell Avenue, 31st Floor
|(Address of principal executive offices)
(Registrant’s telephone number,
including area code)
(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 Class
||Name of Each Exchange on Which Registered|
|Common Stock, par value $0.001 per share
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
|6.50% Notes due 2025
The 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. ¨
||Entry into a Material Definitive Agreement. |
On October 20, 2020,
WhiteHorse Finance, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Note Purchase
Agreement”) governing the issuance of $40,000,000 in aggregate principal amount of unsecured notes (the “Notes”)
to qualified institutional investors in a private placement. The Notes have a fixed interest rate of 5.375% and are due on October
20, 2025, unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms.
Interest on the Notes will be due semiannually. This interest rate is subject to increase (up to 6.375%) in the event that, subject
to certain exceptions, the Notes cease to have an investment grade rating. In addition, the Company is obligated to offer to repay
the Notes at par if certain change in control events occur. The Notes are general unsecured obligations of the Company that rank
pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. The Notes were delivered
and paid for on October 20, 2020. The Company intends to use the net proceeds from this offering to refinance and/or redeem existing
debt and/or for general corporate purposes.
The Note Purchase Agreement
contains customary terms and conditions for unsecured notes issued in a private placement, including, without limitation,
affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a business development
company within the meaning of the Investment Company Act of 1940, as amended, and a regulated investment company under the Internal
Revenue Code of 1986, as amended, minimum shareholders’ equity, minimum asset coverage ratio, maximum debt to equity ratio
and prohibitions on certain fundamental changes of the Company or any subsidiary guarantor. The Note Purchase Agreement also contains
customary events of default and notice periods, including, without limitation, nonpayment, incorrect representation in any material
respect, breach of covenant, cross-default under other indebtedness of the Company or certain significant subsidiaries, certain
judgements and orders, and certain events of bankruptcy.
The Notes were offered
in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the “Securities Act”). The Notes have
not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered
or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act, as applicable.
The description above
is only a summary of the material provisions of the Note Purchase Agreement and is qualified in its entirety by reference to the
copy of the Note Purchase Agreement which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein
by reference thereto.
The Company issued
a press release on October 20, 2020 to announce the Company’s entry into of the Notes Purchase Agreement, a copy of which
is attached hereto as Exhibit 99.1.
||Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above under Item 1.01
is incorporated by reference herein.
|Item 9.01.||Financial Statements and Exhibits
|*||Exhibits and schedules to this Exhibit have been omitted
in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits
and schedules to the SEC upon its request.
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: October 20, 2020
||WHITEHORSE FINANCE, INC.|
||/s/ Joyson C. Thomas
||Joyson C. Thomas|
||Chief Financial Officer|