SecProbe.io

July 2, 2014       Thomas J. Friedmann, Esq. Dechert LLP 1900 K Street, N.W. Washington, DC 20006   Re: WhiteHorse Finance, Inc.  File Nos. 333-196436 and 814-00967  Dear Mr. Friedmann:   On June 2, 2014, you filed a registration stat ement on Form N-2 for WhiteHorse Finance,
Inc. (the “Fund”),  a business development company (“BDC” ), in connection with the shelf
registration of $500 million of th e Fund’s common stock, preferred stock, warrants representing
rights to purchase shares of its common stock, pr eferred stock or debt securities, subscription
rights, and debt securities, for offering to the public by the Fund and by cert ain selling holders of
the Fund’s common stock.  We have reviewed the registration statement, and have provided our
comments below.  For convenience, we genera lly organized our comm ents using headings,
defined terms, and page numbers from the registration statement.  Where a comment is made in
one location, it is applicable to all similar di sclosure appearing elsewh ere in the registration
statement.
PROSPECTUS
 Cover Page
1. The third paragraph on this page states that the Fund may offer the securities being
registered by this registration statement “togethe r or separately.”  Plea se provide us with the
following:
 An explanation as to why some combin ation of common stock, preferred stock,
and debt securities offered together s hould not be deemed a separate security;

Thomas J. Friedmann, Esq.
July 2, 2014 Page 2
 An example of how these securities woul d be offered and priced together; and

 An explanation of how the Fund will en sure that common stock sold together
with preferred stock and/or debt securiti es is priced in a manner that would not
result in common shares sold below net asset value.  See Section 23(b) of the
Investment Company Act of 1940 (t he “Investment Company Act”).

 In addition, please include an undertaking in Pa rt C of the registration statement to file
for staff review a post-effective amendment under S ection 8(c) of the Securities Act of 1933 (the
“Securities Act”) with respect to  any offering of some combina tion of common stock, preferred
stock, or debt securities togeth er.  We may have further comment s after reviewing your response.

Prospectus Summary — Whit eHorse Finance (Page 2)

2. The third paragraph of this section states that the Fund invests primarily in securities
rated below investment grade or that may be rated below investment grade if they were rated,
that these securities are referre d to as “junk bonds,” and that th ey are viewed as speculative
because of concerns regarding the issuer’s capaci ty to pay interest and repay principal.  Please
add these disclosures to the cover page of the prospectus.
Fees and Expenses — Example (Page 11)

3. The last paragraph in this section provides the expenses that a shareholder would pay if
the 5% annual return used in the Example was de rived entirely from capit al gains subject to the
incentive fee.  Please provide this information as  a separate line item in the table above this
paragraph.
Risk Factors — Risks Relating to Our Business and Structure — Our incentive fee structure
may create incentives for our Investment Adviser th at are not fully aligned with the interests of
our stockholders and may induce our Investment Adviser to make speculative investments.
(Page 24)

4. The last paragraph in this section states that, because of the terms of the Incentive Fee
Cap and Deferral Mechanism, investors who acq uire Fund shares may pay incentive fees on
income and capital gains that were paid to th e Fund’s shareholders prior to such investors
becoming shareholders.  Please add this risk to  the Summary Risk Factors on page 8 of the
prospectus.
Risk Factors — Risks Rela ted to our Investments — Our investments may be risky, and you
could lose all or part of your investment.  (Page 31)

5. Please state in this section that the Fund’s i nvestments in debt securities will be primarily
rated below investment grade or would be rate d below investment grade if they were rated,

Thomas J. Friedmann, Esq.
July 2, 2014 Page 3   include the term “junk bonds” in this  disclosure, and describe the speculative characteristics of
this type of investment.
Risk Factors — Risks Relati ng to an Investment in our Senior Notes (Page 38)

6. This section describes the ri sks related to an investment in the Fund’s “Senior Notes.”
The disclosure in the “Senior Notes” section on pa ge 56 of the prospectus states that the Senior
Notes rank senior to the Fund’s unsecured term loan, while the disclosure in the “Unsecured
Term Loan” section on page 56 states that the unsecured term loan was amended to extend the
maturity date of the loan by one year to July 3, 2015.  Please add these disclo sures to this section.
Also, please disclose the maturity  date and coupon rate of the Senior Notes in this section.

Risk Factors — Risks Relating to an  Investment in our Common Stock — There is a risk
that investors in our equity securities may not r eceive distributions or that our distributions
may not grow over time and a portion of our di stributions may be a return of capital.  (Page
41)
7. Please state in this section th at a return of capital is a retu rn to investors of a portion of
their original investment in the Fund rather than  income or capital gains, and describe the short
term and long term tax implications for shareholders.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Financial Condition, Li quidity and Capital Reserves — Distributions (Page
56)
8. The second paragraph of this section states that, during th e three months ended March 31,
2014, distributions to stockhol ders included a return of capital.  Please explain to  us whether the
Fund provided shareholders with notices regard ing the return of cap ital portion of these
distributions pursuant to Rule 19a-1  under the Investment Company Act.

Determination of Net Asset Value — Determin ations in Connection with Offerings (Page
110)
9. The first paragraph of this section states that, in connection with each offering of Fund
shares, the board of directors is required to dete rmine that the Fund is not selling its shares at a
price below NAV.  The second paragraph of this  section states that, “[i]mportantly, this
determination will not necessarily  require that we calculate the NAV of our common stock.”
Since Section 23(b) of the Investment Company Act, which applies to BDCs through Section 63
of the Investment Company Act, states that no registered closed-end company shall sell any
common stock of which it is the i ssuer at a price below its current  net asset value, “which net
asset value shall be determined as  of a time within forty-eight hours”  prior to the date of sale of
the common stock, please revise this s ection to comply w ith Section 23(b).

Thomas J. Friedmann, Esq.
July 2, 2014 Page 4
Regulation — JOBS Act (Page 141)

10. The last paragraph of this section disclo ses that the Fund has made an irrevocable
election not to take advantag e of the exemption from new or  revised accounting standards
available to it under the JOBS Act,  and that the Fund will therefore be subject to the same new or
revised accounting standards as other public compan ies that are not emerging growth companies.
However, disclosure in the third full paragraph on  page 30 of the prospect us states that the Fund
is taking advantage of the extended transition peri od available to emerging growth companies to
comply with new or revised accounting standard s.  Similar disclosures on pages F-14 and F-38
indicate that the Fund is taking advantage of th e extended transition period.  Please correct these
inconsistencies.    In addition, since the Fund or iginally elected to avail itself of this exemption in its
previous registration statements, if the Fund has now made an irrevocable  election not to take
advantage of this exemption, please add this disc losure to the cover page of the prospectus
immediately following the statement that the Fu nd is an emerging growth company under the
JOBS Act.
Consolidated Statements of Assets and Liabilities (Page F-2)

11. In future financial statements, please in clude a line item for “Commitments and
Contingencies,” along with a refere nce directing the read er to the related f ootnote in the Fund’s
Notes to Financial Statements ( i.e., Note 7).  See Regulation S-X Rule 6-04.15.

Consolidated Statements of Change in Net Assets (Page F-4)

12. In future financial statements, please provide  the source of distribut ions on the Statement
of Changes in Net Assets, including the estimated return of capital disclosed on page 57 of the
prospectus.  See Regul ation S-X Rule 6-09.3.

Notes to Consolidated Financial Statements — Note 7 — Financial Highlights (Page F-24)

13. The footnote number for the Financial Hi ghlights is “Note 7.”  However, the
“Commitment and Contingencies” footnote immediately prior to th e Financial Highlights is also
“Note 7.”  Please ensure proper numberi ng in future financial statements.

 Also, in future filings, please include the character of the “Distributions Declared” line item, including the estimated return of capital disc losed on page 57 of the prospectus.  See Item
4.1 of Form N-2.
   Finally, footnote (2) states that the Adviser irrevocably waived $344,000 of base
management fees for the quarter ended March 31, 2014.  In future financial statements, please
disclose on the Statement of Operations the gr oss amount of advisory fees incurred with a

Thomas J. Friedmann, Esq.
July 2, 2014 Page 5   separate line disclosing the waived amounts of  advisory fees.  See Regulation S-X Rule 6-
07.2(g).

PART C

14. Please file as an exhibit to your next pr e-effective amendment a legality opinion and
related consent of counsel with re spect to each category of securi ty being registered.  In this
regard, it appears that the terms of the actual offe rings from this registration statement have not
yet been authorized by the Fund’s Board of Directors.  Therefore,  in your response letter, please
provide an undertaking on behalf of the Fund to  file an unqualified lega lity opinion and related
consent of counsel, consistent with Staff Le gal Bulletin No. 19 (Oct. 14, 2011), in a post-
effective amendment with each take-down fr om this shelf registration statement.
  In addition, please file as exhibits to your next pre-effective amendment forms of
prospectus supplements for each particular type of  security the Fund expects to offer.  Finally,
please provide us with a representa tion that, if the Fund determines to  offer any type of debt that
is materially different from th e types of debt for which the F und has filed forms of prospectus
supplements, it will file a post-effective amendmen t to the registration statement that must be
accelerated by the staff, and include a form of pr ospectus supplement with respect to the new
type of debt.
GENERAL COMMENTS

15. If you intend to omit certain information from  the form of prospectus included with the
registration statement that is d eclared effective, in reliance on Rule 430A under the Securities
Act, please identify the omitted information to us, preferably before filing the final pre-effective amendment.  16. Please advise us if you have submitted or expect to submit an exemptive application or no-action request in connection with  your registration statement.
 17. Responses to this letter should be in the fo rm of a pre-effective amendment filed pursuant
to Rule 472 under the Securities Act.   Where no change will be made  in the filing in response to
a comment, please indicate this f act in a letter to us and briefl y state the basis for your position.
 18. We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing reviewed by the staff to be certain that they have provided all information investors
require to make an informed decision.  Since the Fund and its management are in possession of
all facts relating to  the Fund's disclosure, they are respons ible for the accuracy and adequacy of
the disclosures they have made.        * * * * * * *

Thomas J. Friedmann, Esq.
July 2, 2014 Page 6       Notwithstanding our comments, in the event the Fund requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that          • should the Commission or the staff, acting pursuant to delegated authority, declare the
            filing effective, it does not foreclos e the Commission from taking a ny action with respect
            the filing;           • the action of the Commission or the staff, acting pursuant to  delegated authority, in
            declaring the filing effective, doe s not relieve the Fund from its full responsibility for
 the adequacy and accuracy of th e disclosure in the filing; and
         • the Fund may not assert this action as  a defense in any proceeding initiated by the
            Commission or any person unde r the federal securities laws of the United States.
    In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Investment Management in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilities. We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
    Should you have any questions prior to fili ng a pre-effective amendment, please feel free
to contact me at 202-551-6959.             S i n c e r e l y ,                            /s/ Edward P. Bartz             E d w a r d  P .  B a r t z            Senior Counsel