WhiteHorse Finance, Inc 8-K, filed Dec 8, 2020
WhiteHorse Finance, Inc. (WHF)
About this 8-K
WhiteHorse Finance, Inc filed this 8-K on December 8, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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 8, 2020
(Date of earliest event reported)
WhiteHorse Finance, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 814-00967 | 45-4247759 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
|
1450 Brickell Avenue, 31st Floor Miami, Florida |
33131 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(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:
| ¨ | 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 | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.001 per share | WHF |
The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
| 6.50% Notes due 2025 | WHFBZ |
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. ¨
Item 7.01. Regulation FD Disclosure
On December 8, 2020, WhiteHorse Finance, Inc. (the “Company”) issued a press release. A copy of this 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 7.01 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 this Current Report on Form 8-K 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, including Exhibit 99.1 furnished herewith, 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
| 99.1 | Press Release of WhiteHorse Finance, Inc. dated December 8, 2020 |
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: December 8, 2020 | WHITEHORSE FINANCE, INC. | |
| By: | /s/ Joyson C. Thomas | |
| Joyson C. Thomas | ||
| Chief Financial Officer | ||
Exhibit 99.1
WhiteHorse Finance, Inc. Comments on Recent Transfer of Common Shares by H.I.G. Capital, LLC Affiliates
NEW YORK, NY, December 8, 2020 – WhiteHorse Finance, Inc. (“WhiteHorse Finance” or the “Company”) (Nasdaq: WHF) today issued the following statement regarding the recent ownership transfer of common shares held by funds affiliated by H.I.G. Capital:
“On December 7, 2020, H.I.G. Bayside Debt & LBO Fund II, L.P. and H.I.G. Bayside Loan Opportunity Fund II, L.P. (the “Legacy Bayside Funds”), funds affiliated with and managed by H.I.G. Capital, agreed to sell their collective ownership interests in WhiteHorse Finance, comprised of 4,863,172 shares of the Company’s common stock, to H.I.G. Bayside Loan Opportunity Fund IV, L.P. (“Bayside Fund IV”), which is also affiliated with and managed by H.I.G. Capital. The terms of the agreement were not disclosed.
The transaction will transfer 2,679,622 shares from H.I.G. Bayside Debt & LBO Fund II, L.P. and 2,183,550 shares from H.I.G. Bayside Loan Opportunity Fund II, L.P. to Bayside Fund IV. It is expected that Bayside Fund IV would have the ability to own these common shares for a minimum of three years.
Since March 31, 2019, the Legacy Bayside Funds, collectively, WhiteHorse Finance’s largest shareholder, have sold over half of their position in WhiteHorse Finance to the public markets, reducing their holdings from 51.25% of shares outstanding to 23.67% as of September 30, 2020.
This reduction in the Legacy Bayside Funds’ position since 2019 was made following extensive input from WhiteHorse Finance shareholders with the goal of improving liquidity in the Company’s shareholder base.
The announced share transfer was executed due to the Legacy Bayside Funds reaching the end of their terms; the Legacy Bayside Funds have held shares of WhiteHorse Finance since the Company’s IPO in 2012. The transfer does not preclude Bayside Fund IV from selling additional shares of WhiteHorse Finance to the public markets in the future.”
About WhiteHorse Finance, Inc.
WhiteHorse Finance, Inc. is a business development company that originates and invests in loans to privately held, lower middle market companies across a broad range of industries. The Company's investment activities are managed by its investment adviser, H.I.G. WhiteHorse Advisers, LLC, an affiliate of H.I.G. Capital, LLC ("H.I.G. Capital"). H.I.G. Capital is a leading global alternative asset manager with approximately $42 billion of capital under management* across a number of funds focused on the small and mid-cap markets. For more information about H.I.G. Capital, please visit http://www.higcapital.com. For more information about the Company, please visit http://www.whitehorsefinance.com.
Forward-Looking Statements
This press release 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 press release 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 press release.
* Based on total capital commitments managed by H.I.G. Capital and affiliates.
Contacts
Stuart Aronson
WhiteHorse Finance, Inc.
212-506-0500
saronson@higwhitehorse.com
Joyson Thomas
WhiteHorse Finance, Inc.
305-379-2322
jthomas@higwhitehorse.com
Sean Silva
Prosek Partners
646-818-9122
ssilva@prosek.com
Source: WhiteHorse Finance, Inc.