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8-K - FORM 8-K - WhiteHorse Finance, Inc.v391008_8k.htm

 

Investor Presentation October 2014 WhiteHorse Finance, Inc. NASDAQ: WHF

 
 

1 References in this presentation to “WHF”, “we”, “us”, “our” and “the Company” refer to WhiteHorse Finance, Inc. Some of the statements in this presentation constitute forward - looking statements, which relate to future events or the Company’s fut ure performance or financial condition. The forward - looking statements contained in this presentation involve risks and uncertainti es, including statements as to: the Company’s future operating results; changes in political, economic or industry conditions, the interest r ate environment or conditions affecting the financial and capital markets, which could result in changes to the value of the Company’s assets; t he Company’s business prospects and the prospects of its prospective portfolio companies; the impact of investments that the Company expec ts to make; the impact of increased competition; the Company’s contractual arrangements and relationships with third parties; the dependence of the Company’s future success on the general economy and its impact on the industries in which the Company invests; the ability of the Compa ny’ s prospective portfolio companies to achieve their objectives; the relative and absolute performance of the Company’s investment adviser; t he Company’s expected financings and investments; the adequacy of the Company’s cash resources and working capital; the timing of cash flo ws, if any, from the operations of the Company’s prospective portfolio companies; and the impact of future acquisitions and divestitures. Such forward - looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “migh t,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or si milar words. The Company has based the forward - looking statements included in this presentation on information available to us on the date of this presentation, and the Company assumes no obligation to update any such forward - looking statements. Actual results could differ materially from those implied or expressed in the Company’s forward - looking statements for any reason, and future results could differ materiall y from historical performance. Although the Company undertakes no obligation to revise or update any forward - looking statements, whether as a res ult of new information, future events or otherwise, you are advised to consult any additional disclosures that are made directly to you or through reports that the Company in the future may file with the Securities and Exchange Commission, including annual reports on Form 10 - K, quarterly reports on Form 10 - Q and current reports on Form 8 - K. For a further discussion of factors that could cause the Company’s future results to differ materially from any forward - looking statements, see the section entitled “Risk Factors” in the annual report on Form 10 - K. Forward Looking Statements

 
 

2 WhiteHorse Finance Snapshot Company / Ticker: WhiteHorse Finance, Inc. / NASDAQ: WHF (“ WhiteHorse Finance” or the “Company”) : Current Share Price: $ 14.27 (1 ) : Market Cap: $214MM (1 ) : Price / Book: 0.94x (1)(2) Portfolio Fair Value: $347MM (2 ) : Current Dividend Yield: 10.0% ( 1 ) ; consistent quarterly dividends of $0.355 per share since IPO : (1) As of September 16, 2014 (2) As of June 30, 2014 External Manager: Affiliate of H.I.G. Capital, LLC (“H.I.G. Capital” or “H.I.G.”)

 
 

3 WhiteHorse Finance Overview Investment Strategy ▪ Generate attractive risk - adjusted returns through debt investments in performing small - cap companies ▪ Primarily target directly originated senior secured loans sourced through H.I.G.’s deal flow network ▪ Opportunistically invest in credits where the Company possesses an advantage through H.I.G. Capital Externally Managed by H.I.G. Capital ▪ Leading global alternative asset manager focused on the small - cap market with over $ 15Bn under management ▪ Substantial scale and resources to support the Company’s activities - ~260 investment professionals ( 80 dedicated to debt investing ) ▪ Extensive investing experience built over the past 20 years across multiple market cycles Unique Deal Sourcing Network ▪ Consistent, “off market” deal flow generated through H.I.G.’s proprietary sourcing network ▪ Over 600 opportunities reviewed and more than $360MM invested since December 2012 IPO ▪ All ~260 H.I.G. investment professionals active in sourcing opportunities Secure Investment Portfolio ▪ Over 97% of the portfolio is comprised of senior secured loans ▪ Portfolio has significant downside protection with meaningful value coverage ▪ Diligently structured with tight covenants and broad lender rights Note: As of June 30, 2014 unless otherwise noted

 
 

4 H.I.G. Capital Overview Note: As of June 30, 2014 ▪ Leading global alternative asset manager focused on the small - cap market, defined as companies with $50MM to $350MM of enterprise value − Founded in 1993; over $ 15Bn under management ▪ Differentiated, value - added strategy and deep experience in the small - cap segment of the market have resulted in what we believe is a superior track record ▪ Broad investment capabilities across sectors, capital structures, and investment styles, with a focus on smaller, complex situations ▪ Investment activities include: − Leveraged Buyouts − Credit − Growth Capital − Real Estate ▪ ~260 investment professionals located in thirteen offices across North America, South America and Europe ▪ “Institutionalized” management structure and processes with strong financial staff, controls , legal, compliance , IT support, and risk management procedures in place Investment Approach Global Footprint Miami New York Boston Chicago San Francisco Dallas Rio de Janeiro London Madrid Milan Hamburg Paris Atlanta

 
 

5 H.I.G. Capital Platform Overview ▪ Small - Cap Buyouts ▪ Middle Market Buyouts Leveraged Buyouts ▪ Venture Capital ▪ Bio - Tech ▪ Growth Equity Growth Equity ▪ CLOs / Structured Credit ▪ Senior Loan Funds AUM: $ 6.9Bn Real Estate ▪ Opportunistic equity and debt investments across all property types ▪ Special situation investments H.I.G. Capital Family of Funds ▪ H.I.G. manages over $ 15Bn of capital through a number of highly interconnected and synergistic strategies primarily focused on the small - cap market ▪ WhiteHorse Finance sits within H.I.G’s credit platform, with ~$7Bn of capital under management and 80 dedicated credit investment professionals Credit ▪ Direct Originations ▪ Senior Secured Loans ▪ Special Situation Credits ▪ Distressed Investments

 
 

6 Small - Cap Market Overview Unstructured and Inefficient Market ▪ Sourcing small - cap lending opportunities requires access to an extensive network of relationships in the small - business community (as opposed to the established investment banking sources for larger companies) Specialized Lending Requirements ▪ As a result of small - cap companies having limited resources to facilitate a financing process, there is an opportunity to create an informational advantage through a more rigorous due diligence and underwriting process Credit Supply / Demand Imbalance ▪ We believe commercial banks, investment banks, CLOs and hedge funds have reduced small - cap lending efforts to focus on larger, more liquid asset classes ▪ Demand for debt financing from small - cap companies remains strong as these companies continue to require credit to refinance existing debt, to support growth initiatives and to finance acquisitions

 
 

7 Self - Originated Small - Cap Broadly Syndicated and Secondary Market Value Add for Investors ▪ Proprietary deals with limited competition, resulting in above market risk - return dynamics ▪ Larger, more liquid investments; competition among a large number of participants often drives down yields Number of Lenders ▪ Sole lender in most transactions ▪ Large number of lenders in syndicated transactions; less influence over process Due Diligence ▪ Direct access to management allows for more thorough diligence process to create potential informational advantages ▪ Limited access to management and owners/ sponsors at underwriting stage Terms/ Credit Metrics ▪ Moderate leverage levels, favorable lender terms ▪ Market process and equity sponsor influence often lead to more borrower - friendly terms Financial Covenants ▪ Control over documentation, resulting in tight operational and financial covenants ▪ Documentation controlled by agent; competitive market dynamics can result in less stringent covenant packages Monitoring ▪ Lead monitoring process, able to take quick action if any issues arise ▪ Often limited to predetermined compliance package; access to company controlled by the agent Compelling Small - Cap Lending Opportunities ▪ With access to H.I.G. Capital’s sourcing network, the Company is able to capitalize on more attractive self - originated small - cap transactions Directly originated loans to small - cap companies typically generate more attractive risk - adjusted returns relative to larger, broadly syndicated credits

 
 

8 WhiteHorse Finance Portfolio Composition ▪ Self - originated, proprietary transactions sourced through H.I.G.’s deal flow network − “Off market” opportunities primarily to non - sponsored, small - cap companies − Compelling risk - adjusted returns resulting from limited competition Direct Originations ▪ Short - term investments to be optimized as the Company’s capital base is closer to fully deployed Transitory ▪ Includes credits in which the Company derives an advantage from H.I.G. other than sourcing, including: − Former H.I.G. portfolio companies − Credits previously owned by affiliated H.I.G. funds ▪ Generally larger , more liquid investments Club Deals / Syndications Fair Value: Number of Companies: Avg. Investment Size: $347.1MM 27 $12.9MM As of June 30, 2014

 
 

  

Metal & Glass Containers 1% Homefurnishing Retail 1% Cable, Internet, VOIP Communications Services 1% Integrated Telecommunication Services 2% Internet Retail 2% Oil & Gas Exploration & Production 3% Other Diversified Financial Services 3% Aerospace & Defense 3% Electronic Equipment & Instruments 3% Oil & Gas Drilling 3% Trading Companies & Distributors 3% Levered Loan Fund 3% Specialized Finance 3% Health Care Facilities 5% Homebuilding 5% Building Products 5% Specialized Consumer Services 5% Drug & Alcohol Treatment Provider 6% Health Care Distributors 7% Diversified Support Services 7% Health Care Technology 9% Consumer Finance 10% Data Processing & Outsourced Services 10% Senior Secured 97% Structured Products 3% Fixed 6% Floating 94% 9 WhiteHorse Finance Portfolio Investment Characteristics Investments by Sector Investments by Type As of June 30, 2014; based on fair value of investments Yield Protection Call Protection Highly diversified portfolio 97% of the portfolio secured All floating loans have LIBOR floors ~60% protected by make - whole clauses Highly diversified portfolio with significant downside protection Mitigates non - credit (interest rate and reinvestment) risks Call Protection 81% Hard Call Protection 57% No Protection 19% Soft Call Protection 24%

 
 

10 WhiteHorse Finance Hypothetical Dividend Coverage Calculation (1) Net capital invested includes a mix of ( i ) capital invested through undrawn leverage availability and (ii) optimization of the portfolio through divesting Transitory investments and redeploying capital (2) Includes estimated Base Management Fees, Incentive Fees and G&A (~$1mm/quarter) (3) Estimates based upon several simplifying assumptions; data does not represent a forecast and/or actual portfolio yield; actua l l everage ratio and operating results will vary (USD amounts in millions, except per share data) As of Net Capital Invested @ 11% Yield (1) Jun-14 $75 million $100 million $125 million $150 million Investments @ Fair Value 347.1$ 422.0$ 430.0$ 435.0$ 445.0$ Net Leverage Outstanding 116.2 191.0 199.0 204.0 214.0 Net Leverage Multiple 0.51x 0.84x 0.87x 0.90x 0.94x Memo: Available capital @ 0.85x leverage 77.4 Investment Income 9.0$ 11.3$ 11.7$ 12.0$ 12.3$ Interest Expense @ 4.00% 1.4 1.9 2.0 2.1 2.2 Fees and Expenses (2) 3.6 4.4 4.5 4.5 4.6 Net Investment Income (NII) (3) 4.0$ 5.0$ 5.2$ 5.4$ 5.6$ NII per Share (3) 0.27$ 0.33$ 0.35$ 0.36$ 0.37$

 
 

11 Updates / Developments since December 2012 IPO IPO/ Financing: ▪ Raised $30MM publicly traded Senior Notes in July 2013 ▪ Extended maturity and lowered interest rate on the Unsecured Term Loan ▪ Extended maturity and reduced borrowing costs on the Senior Credit Facility (1) Investment Portfolio Activity: ▪ Over $360MM of capital invested across 25 new and three existing portfolio companies ▪ Investment portfolio of $347.1MM across 27 companies as of June 30, 2014 ▪ Over 97% of the portfolio is comprised of senior secured loans, underwritten to conservative leverage ratios with meaningful value coverage Highlights from inception through Q2 2014: ▪ No credit losses or loans on non - accrual ▪ Paid consistent quarterly distribution of $0.355 per share since IPO ▪ Granted Co - investment Exemptive Relief Order by the SEC ▪ Added deal sourcing capabilities in two new offices Note: As of June 30, 2014 unless otherwise indicated (1) Senior Credit Facility amendment executed on August 14, 2014

 
 

12 Summary Highlights Leading Small - Cap Market Position ▪ Over 20 years of experience and $15Bn of capital committed primarily across a number of synergistic small - cap strategies Unique Deal Sourcing Infrastructure ▪ Robust origination platform has enabled the Company to deploy over $360MM since December 2012 IPO Deep Credit Expertise ▪ Company’s senior management team has collectively invested in more than 1,000 loans Compelling Market Opportunity ▪ Structural inefficiencies in the small - cap market provide an opportunity to generate attractive risk - adjusted returns Attractive Portfolio ▪ Diversified ~$350MM portfolio principally comprised of senior secured loans with an attractive yield Large and Experienced Team with Substantial Resources ▪ Access to H.I.G. Capital’s resources and expertise, including an investment team of ~ 260 professionals (80 professionals dedicated to debt investing) Note: As of June 30, 2014

 
 

13 Appendix

 
 

14

 

 

Historical Quarterly Operating Highlights (USD amounts in millions, except per share data)

 
 

15 Historical Quarterly Balance Sheet Highlights (USD amounts in millions, except per share data)

 
 

16 Net Leverage Ratio (1) Net leverage ratio is defined as debt outstanding plus any amounts payable for investments purchased less cash and equivalents (i ncl uding restricted cash) investments sold, divided by total assets. (2) BDC Subset consists of MAIN, MCC, GBDC, SCM, GARS, OFS, MRCC, CPTA, TCAP, BKCC, and FDUS ▪ The Company has historically operated at net leverage levels well below BDC market averages as a result of higher than expected prepayments − Approximately 90% of the Company’s initially contributed ~$ 200MM portfolio was refinanced in the Company’s first year of being publicly traded ▪ As of Q2 2014, the Company is finally approaching market average leverage levels 0.02x 0.05x 0.00x 0.19x 0.25x 0.51x 0.55x 0.58x 0.47x 0.59x 0.63x 0.62x WHF Avg - 0.17x BDC Subset Avg - 0.57x 0.00x 0.10x 0.20x 0.30x 0.40x 0.50x 0.60x 0.70x Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 WHF BDC Subset Net Leverage Ratio Trends (1)

 
 

17 WhiteHorse Finance – Senior Team Bios Title Years of Experience Highlights John Bolduc ▪ Chairman of the Board ▪ Member of the Investment Committee 24 ▪ Leads H.I.G. Capital’s c redit platform ▪ Previous experience at Bain & Company and Chemed Corporation Jay Carvell ▪ Chief Executive Officer ▪ Member of the Investment Committee 15 ▪ Founding partner of WhiteHorse Capital, a leading credit investor and manager of CLOs (certain assets acquired by H.I.G. Capital in 2011) ▪ Previously held various positions with Highland Capital Management and PricewaterhouseCoopers LLP William Markert ▪ Chief Operating Officer 15 ▪ Former Chief Financial Officer of Securus Technologies, Inc. ▪ Previously held executive level finance positions at Eschelon Telecom and Global Crossing Gerhard Lombard ▪ Chief Financial Officer, Treasurer 16 ▪ Former Chief Accounting Officer of Churchill Financial Group ▪ Previously worked at Ernst & Young for over 10 years Lewis Schoenwetter ▪ Chairman of the Investment Committee 17 ▪ Managing Director with H.I.G. Capital’s credit platform ▪ Former Director with Levine Leichtman Capital Partners Sami Mnaymneh ▪ Member of the Investment Committee 27 ▪ Co - founding Partner of H.I.G. Capital ▪ Former Managing Director at The Blackstone Group ▪ Vice President in the Mergers & Acquisitions group at Morgan Stanley Anthony Tamer ▪ Member of the Investment Committee 31 ▪ Co - founding Partner of H.I.G. Capital ▪ Former Partner at Bain & Company ▪ Previously held marketing, engineering and manufacturing positions at Hewlett - Packard and Sprint Corporation Ethan Underwood ▪ Member of the Investment Committee 15 ▪ Founding partner of WhiteHorse Capital, a leading credit investor and manager of CLOs (certain assets acquired by H.I.G. Capital in 2011) ▪ Former portfolio manager at Highland Capital Management Pankaj Gupta ▪ Member of the Investment Committee 16 ▪ Managing Director with H.I.G. Capital’s credit platform ▪ Former co - head of the Credit and Sponsor Finance group at American Capital Javier Casillas ▪ Member of the Investment Committee 13 ▪ Managing Director with H.I.G. Capital’s credit platform ▪ Previously held various positions with JP Morgan and ING