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: December 4, 2020

(Date of earliest event reported)

WhiteHorse Finance, Inc.

(Exact name of registrant as specified in its charter)

(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:

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

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. ¨

On December 4, 2020, WhiteHorse Finance, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $20,000,000 in aggregate principal amount of unsecured notes, consisting of $10,000,000 of 5.375% notes due 2026 (the “2026 Notes”) and $10,000,000 of 5.625% notes due 2027 (the “2027 Notes”, and together with the 2026 Notes, the “Notes”). The Notes were issued in a privately placed follow-on offering in connection with the $40,000,000 in aggregate principal amount of 5.375% notes due 2025 issued by the Company on October 20, 2020.

The 2026 Notes bear interest at a rate of 5.375% per year, and the 2027 Notes bear interest at a rate of 5.625% per year. The 2026 Notes are due on December 4, 2026, and the 2027 Notes are due on December 4, 2027, unless they are redeemed, purchased or prepaid prior to such dates by the Company or its affiliates in accordance with their respective terms. Interest on both series of Notes are payable semiannually. The interest rates of each series are subject to an increase of 1.0% in the event that, subject to certain exceptions, such series of 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 December 4, 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 have not and will not be registered under the Securities Act of 1933, as amended (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 a 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 December 4, 2020 to announce the Company’s entry into the Note Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1.

The disclosure set forth above under Item 1.01 is incorporated by reference herein.

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: December 4, 2020