SEC Company Response from WhiteHorse Finance, Inc. (WHF, WHFCL) (CIK 0001552198) (WHF) — Jul 9, 2013
WhiteHorse Finance, Inc. (WHF, WHFCL) (CIK 0001552198)
Date: July 9, 2013 · CIK: 0001552198 · Accession: 0001144204-13-038837
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-187805, 814-00967
Letter
1900 K Street, NW
Washington, DC 20006-1110
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com
Thomas Friedmann
thomas.friedmann@dechert.com
+1 202 261 3313 Direct
+1 202 261 3016 Fax
July 9, 2013
VIA EDGAR AND OVERNIGHT DELIVERY
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Attn: Edward P. Bartz
Re: WhiteHorse Finance, Inc.
Registration Statement on Form N-2
File Numbers 333-187805; 814-00967
Ladies and Gentlemen:
WhiteHorse Finance, Inc., a Delaware corporation (the “Fund”), has today filed with the Securities and Exchange Commission (the “Commission”) Pre-effective Amendment No. 2 (“Amendment No. 2”) to its Registration Statement on Form N-2 (File Number 333-187805) (the “Registration Statement”). On behalf of the Fund, we hereby respond to the comment raised by the staff of the Commission (the “Staff”) pursuant to recent telephone conversations between Edward P. Bartz of the Staff and Thomas J. Friedmann and Anne M. Laughlin of Dechert LLP, outside counsel to the Fund. For your convenience, the Staff’s comment is included in this letter, and the comment is followed by the applicable response. We will also provide to you under separate cover courtesy copies of Amendment No. 2, as filed and marked to show the changes from Pre-Effective Amendment No. 1 to the Registration Statement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the Registration Statement.
PROSPECTUS
Cover Page
1. We understand that the Notes will rank senior in right of payment to the Unsecured Term Loan, which, by its terms, is expressly subordinated to the Notes. Please revise the Cover Page of the prospectus to include the same disclosure that appears in the fifth bullet point under the heading “Risk Factors” in the Prospectus Summary section of the prospectus.
United States Securities and
Exchange Commission
July 9, 2013
Page 2
Response:
As requested, the Fund has revised the Cover Page of the prospectus to include the same disclosure that appears in the fifth bullet point under the heading “Risk Factors” in the Prospectus Summary section of the prospectus. The Fund has also added disclosure throughout the prospectus describing the subordination of the Unsecured Term Loan in right of payment to the Notes.
* * * * * * * * * *
The Fund hereby acknowledges that (1) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing and (3) the Fund may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
* * * * * * * * * *
If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3313 (or by facsimile at 202.261.3333) or Anne M. Laughlin at 202.261.3376 (or by facsimile at 202.261.3333). Thank you for your cooperation and attention to this matter.
Sincerely,
/s/ Thomas J. Friedmann
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CORRESP
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filename1.htm
1900 K Street, NW
Washington, DC 20006-1110
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com
Thomas Friedmann
thomas.friedmann@dechert.com
+1 202 261 3313 Direct
+1 202 261 3016 Fax
July 9, 2013
VIA EDGAR AND OVERNIGHT DELIVERY
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Attn: Edward P. Bartz
Re: WhiteHorse Finance, Inc.
Registration Statement on Form N-2
File Numbers 333-187805; 814-00967
Ladies and Gentlemen:
WhiteHorse Finance, Inc., a Delaware corporation (the “Fund”),
has today filed with the Securities and Exchange Commission (the “Commission”) Pre-effective Amendment No. 2
(“Amendment No. 2”) to its Registration Statement on Form N-2 (File Number 333-187805) (the “Registration
Statement”). On behalf of the Fund, we hereby respond to the comment raised by the staff of the Commission (the “Staff”)
pursuant to recent telephone conversations between Edward P. Bartz of the Staff and Thomas J. Friedmann and Anne M. Laughlin of
Dechert LLP, outside counsel to the Fund. For your convenience, the Staff’s comment is included in this letter, and the comment
is followed by the applicable response. We will also provide to you under separate cover courtesy copies of Amendment No. 2, as
filed and marked to show the changes from Pre-Effective Amendment No. 1 to the Registration Statement. Capitalized terms used in
this letter and not otherwise defined herein shall have the meanings specified in the Registration Statement.
PROSPECTUS
Cover Page
1. We understand that the
Notes will rank senior in right of payment to the Unsecured Term Loan, which, by its terms, is expressly subordinated to the Notes.
Please revise the Cover Page of the prospectus to include the same disclosure that appears in the fifth bullet point under the
heading “Risk Factors” in the Prospectus Summary section of the prospectus.
United States Securities and
Exchange Commission
July 9, 2013
Page 2
Response:
As requested, the Fund has revised the Cover Page of the prospectus
to include the same disclosure that appears in the fifth bullet point under the heading “Risk Factors” in the Prospectus
Summary section of the prospectus. The Fund has also added disclosure throughout the prospectus describing the subordination of
the Unsecured Term Loan in right of payment to the Notes.
* * * * * * * * * *
The Fund hereby acknowledges
that (1) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, (2) Staff comments
or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any
filing and (3) the Fund may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
* * * * * * * * * *
If you have any questions, please feel free to contact the undersigned
by telephone at 202.261.3313 (or by facsimile at 202.261.3333) or Anne M. Laughlin at 202.261.3376 (or by facsimile at 202.261.3333).
Thank you for your cooperation and attention to this matter.
Sincerely,
/s/ Thomas J. Friedmann
Thomas J. Friedmann
Cc: Jay Carvell, WhiteHorse Finance, Inc.
David J. Harris, Dechert LLP