SecProbe.io

CORRESP
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        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

August 13, 2014

VIA EDGAR

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 333-196436; 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. 1
(“Amendment No. 1”) to its Registration Statement on Form N-2 (File Number 333-196436) (the “Registration
Statement”). On behalf of the Fund, we hereby respond to the comments raised by the staff of the Commission (the “Staff”)
pursuant to a letter dated July 2, 2014 from Edward P. Bartz of the Staff to Thomas J. Friedmann of Dechert LLP, outside counsel
to the Fund. For your convenience, the Staff’s comments are included in this letter, and each comment is followed by the
applicable response. We will also provide to you under separate cover courtesy copies of Amendment No. 1, as filed and marked to
show the changes from the initial filing of 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. The third paragraph on this page states that the Fund may offer the securities being registered by this registration statement
“together or separately.” Please provide us with the following: an explanation as to why some combination of common
stock, preferred stock, and debt securities offered together should not be deemed a separate security; an example of how these
securities would be offered and priced together; and an explanation of how the Fund will ensure that common stock sold together
with preferred stock and/or debt securities 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 (the “Investment Company Act”).

        United States Securities and

        Exchange Commission

        August 13, 2014

        Page 2

In addition, please include an undertaking in
Part C of the registration statement to file for staff review a post-effective amendment under Section 8(c) of the Securities Act
of 1933 (the “Securities Act”) with respect to any offering of some combination of common stock, preferred stock, or
debt securities together. We may have further comments after reviewing your response.

Response: The fund has revised the cover page of the
Registration Statement to refer to the registration of units in response to the Staff’s comments. In addition, the Fund advises
the Staff on a supplemental basis that a unit would typically consist of one or more securities, which would generally be offered
and priced together as a whole security, rather than strictly by reference to the value of the underlying securities that comprise
the unit. A typical unit might consist of one debt security and a warrant to purchase one share of common stock, and would generally
be treated as a security in its own right. Any units issued under the Registration Statement will only contain other securities
that have been registered on the Registration Statement, or that will be registered on another subsequent registration statement
filed by the Fund under the Securities Act.

Units may or may not be traded on an exchange, depending on
the terms of their offer and sale. In addition, components, other than any common stock included in a unit, may or may not be traded
on an exchange. In connection with the issuance of units comprised in part of shares of common stock, the Fund’s board of
directors would be required to separately determine the estimated portion of the purchase price of such units that is attributable
to such shares, or the “Share Purchase Price,” to ensure that such shares are not issued under net asset value (or,
if they are, that the Fund as the right to issue such shares under net asset value (e.g., pursuant to prior stockholder
approval).

The Fund supplementally informs the Staff that it has no current
intention to issue units and that it is not aware of any business development company having issued any units. As requested by
the Staff, the Fund is including in the Registration Statement an undertaking to offer units only after a post-effective amendment
relating to units has been declared effective. The Fund respectfully notes that such an undertaking extends beyond the requirements
of the Securities Act, which, pursuant to Rule 430B, would permit the specific terms of any units that may be offered pursuant
to the Registration Statement to be omitted from the form of prospectus declared effective as such information is currently unknown.[1]

[1]
Such an approach with respect to the issuance of units would be consistent with Rules 415 and 430B/430C under the Securities Act
and the disclosure in the Registration Statement, whereby the Fund states that a prospectus supplement will fully describe the
precise terms of the securities being offered as well as appropriate supplemental risk disclosures. This approach is also consistent
with the approach taken by the Fund with respect to the historic issuances of other types of securities using its shelf registration
statements, dating back to 2012, and the practice of other business development companies and operating companies.

        United States Securities and

        Exchange Commission

        August 13, 2014

        Page 3

Because the Fund is undertaking to offer units only after a
post-effective amendment relating to the units has been declared effective by the Staff, the Fund respectfully submits that there
will be ample opportunity for the Staff to review and assess such disclosures prior to any such offering and that inclusion of
such disclosures only when more terms related to such units are known will be of greater utility to prospective investors than
generic disclosures prepared when no offering of units is contemplated and no terms are known.

Prospectus Summary – WhiteHorse 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 referred to as “junk bonds,”
and that they are viewed as speculative because of concerns regarding the issuer’s capacity to pay interest and repay principal.
Please add these disclosures to the cover page of the prospectus.

Response:  As requested, the Fund has added such disclosure
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 derived entirely from capital gains subject to the incentive fee. Please provide this information as a separate line
item in the table above this paragraph.

Response: As previously discussed with the Staff in connection
with the initial public offering of the Fund, the Fund invests almost entirely in debt securities. Such investments typically do
not generate significant realized capital gains, although it is possible for the Fund to realize a capital gain on a secondary
market investment in a debt security that was trading below par value at the time of investment. For this reason, it is not realistic
and potentially misleading to investors to suggest that all of the Fund’s incentive fees in any period could potentially
be derived from capital gains. The Fund believes that including its historical operating results for the most recent fiscal year
represents a much more accurate gauge of the portion of incentive fees that can reasonably be expected to be derived from capital
gains. While the Fund understands that the Staff’s suggested presentation would indicate a theoretical upper limit on the
amount of incentive fees to be paid based upon a hypothetical 5% annual return, it is concerned that such presentation suggests
that what is, in reality, a remote possibility is likely to occur. This could lead some investors to misunderstand the nature of
the Fund’s investments and its expected return on such investments. Therefore, the Fund respectfully submits that its current
presentation more appropriately balances the need to disclose an upper limit on fees with a realistic mix of the income likely
to be realized by the Fund.

        United States Securities and

        Exchange Commission

        August 13, 2014

        Page 4

Risk Factors – Risks Relating to Our Business and Structure
— Our incentive fee structure may create incentives for our Investment Adviser that 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 acquire Fund shares may pay incentive fees on income and capital gains that were paid to the Fund’s shareholders prior
to such investors becoming shareholders. Please add this risk to the Summary Risk Factors on page 8 of the prospectus.

Response: As requested, the Fund has added such disclosure
regarding the Incentive Fee Cap and Deferral Mechanism to the Summary Risk factors section.

Risk Factors — Risks Related 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 investments in debt securities will be primarily rated below investment
grade or would be rated below investment grade if they were rated, include the term “junk bonds” in this disclosure,
and describe the speculative characteristics of this type of investment.

Response: As requested, the Fund has added such disclosure
to the risk factor identified above.

Risk Factors — Risks Relating to an Investment in our
Senior Notes (Page 38)

 6. This section describes the risks related to an investment in the Fund’s “Senior Notes.” The disclosure
in the “Senior Notes” section on page 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 disclosures to this
section. Also, please disclose the maturity date and coupon rate of the Senior Notes in this section.

        United States Securities and

        Exchange Commission

        August 13, 2014

        Page 5

Response: As requested, the Fund has added additional
disclosure to the risk factor identified above to disclose (1) the maturity date and coupon rate of the Senior Notes, (2) that
the unsecured term loan was amended to make it subordinate in right of payment to the Senior Notes, and (3) that the unsecured
term loan was recently amended to extend the maturity date of such loan by one year.

Risk Factors — Risks Relating to an Investment in our
Common Stock — There is a risk that investors in our equity securities may not receive distributions or that our distributions
may not grow over time and a portion of our distributions may be a return of capital. (Page 41)

 7. Please state in this section that a return of capital is a return 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.

Response: As requested, the Fund has added the requested
disclosure regarding the fact that a return of capital is a return to investors of a portion of their original investment in the
Fund rather than income or capital gains together with a the short-term and long-term implications of a return of capital for stockholders
in the Fund.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations — Financial Condition, Liquidity and Capital Reserves — Distributions
(Page 56)

 8. The second paragraph of this section states that, during the three months ended March 31, 2014, distributions to stockholders
included a return of capital. Please explain to us whether the Fund provided shareholders with notices regarding the return of
capital portion of these distributions pursuant to Rule 19a-1 under the Investment Company Act.

        United States Securities and

        Exchange Commission

        August 13, 2014

        Page 6

Response: The Fund disclosed in its Quarterly Reports
on Form 10-Q for first and second quarters that, based upon its income and distributions through March 31, 2014 and June 30, 2014,
respectively, it expected to report that a portion of its distributions for the year would include a return of capital. The Fund
notes, however, that it will not know with certainty what portion of its distributions comprised a return of capital until the
end of its tax year on December 31, 2014 and, accordingly, it has not yet informed its stockholders of the precise breakdown of
the sources of its interim distributions.

Determination of Net Asset Value — Determinations 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 determine 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 issuer 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 section to comply with Section 23(b).

Response: The Fund acknowledges the Staff’s comment
and confirms that, whenever the Fund does not have current stockholder approval to issue shares of its common stock at a price
per share below its then current NAV per share, the offering price per share (exclusive of any distributing commission or discount)
will equal or exceed NAV per share, based on the value of the Fund’s portfolio securities and other assets determined in
good faith by its board of directors as of a time within 48 hours (excluding Sundays and holidays) of the sale. In addition, the
Fund will eliminate the above-captioned disclosure in any prospectus supplement and include an affirmative statement that “Whenever
we do not have current stockholder approval to issue shares of our common stock at a price per share below our then current NAV
per share, the offering price per share (exclusive of any distributing commission or discount) will equal or exceed NAV per share,
based on the value of our portfolio securities and other assets determined in good faith by our board of directors as of a time
within 48 hours (excluding Sundays or holidays) of the sale.”

Regulation — JOBS Act (Page 141)

        United States Securities and

        Exchange Commission

        August 13, 2014

        Page 7

 10. The last paragraph of this section discloses that the Fund has made an irrevocable election not to take advantage of the
exemption from new or revised accounting standards available to it under the JOBS Act, and that the Fund will therefor