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CORRESP
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Correspondence No. 4

Table of Contents

 1775 I Street, N.W.

Washington, DC 20006-2401

 +1 202 261 3300
Main

 +1 202 261 3333 Fax

www.dechert.com

 THOMAS J. FRIEDMANN

 thomas.friedmann@dechert.com

 +1 202 261 3313 Direct

 +1 202 261 3016 Fax

 October 4, 2012

 VIA EDGAR AND OVERNIGHT DELIVERY

 United States Securities and Exchange Commission

 Division of Investment Management

100 F Street, N.E.

 Washington, DC 20549

 Attn: Edward P. Bartz

Re:
WhiteHorse Finance, LLC

Amendment No.1 Registration Statement on Form N-2

 Filed: September 24, 2012

 Ladies and Gentlemen:

WhiteHorse Finance, LLC, a Delaware limited liability company (the “Fund”), filed on September 24, 2012 with the Securities and
Exchange Commission (the “Commission”) Amendment No. 1 (“Amendment No. 1”) to its Registration Statement on Form N-2 (the “Registration Statement”). On behalf of the Fund, we hereby
respond to the comments raised by the staff of the Commission (the “Staff”) during a telephone call on October 3, 2012 among Messrs. Edward P. Bartz and John Ganley, Staff Attorneys, and Messrs. David J. Harris and Thomas
Friedmann and Ms. Abigail C. Smith of Dechert LLP, outside counsel to the Fund, and in a subsequent voicemail. For your convenience, the Staff’s comments are included in this letter and are followed by the applicable response. Except
as provided in this letter, terms used in this letter have the meanings given to them in Amendment No. 1.

 PROSPECTUS

 Unsecured Term Loan; Distribution of Proceeds

1.
Please explain why the board of directors of the Fund believes that the distribution to the Members was in the best interest of the Fund. In this regard, please also
address how the board of directors determined that future public stockholders in the Fund will benefit from the Distribution occurring prior to the initial public offering? Please address the fiduciary obligations of the board of directors which
apply upon the filing of a Form N-6F with the Commission pursuant to Section 6(f) of the 1940 Act.

 US Austin Boston
Charlotte Hartford New York Orange County Philadelphia Princeton San Francisco Silicon Valley Washington DC

 EUROPE Brussels London Luxembourg
Moscow Munich Paris ASIA Beijing Hong Kong

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 Edward P. Bartz

October 4, 2012

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 Response:

 Background

 As discussed in conversations with the Staff on September 27, 2012 and
October 3, 2012, the Fund’s decision to make a distribution to the Members (the “Distribution”) stems from its effort to achieve an initial, leverage ratio and distribution yield immediately after the closing of its
initial public offering that are comparable to other publicly listed business development companies. Based on information provided to the Fund by the underwriters for the initial public offering, management understands that the success of the
Fund’s initial public offering depends, in part, upon a perception among prospective investors that these metrics will be comparable to established business development companies immediately after the closing of the Fund’s initial public
offering. For purposes of this letter, we express a fund’s leverage ratio as the ratio of its debt to its equity, which we use in this letter to approximate the asset coverage definition of the 1940 Act. Based on these conversations with the
underwriters, the Fund understands that the target leverage ratio for the Fund, consistent with established business development companies, should be approximately 0.5x and that the initial distribution yield should be approximately 8%—10%.
Without making the Distribution, the Fund could not achieve a post-IPO leverage ratio comparable to established business development companies and therefore, based on input from the underwriters, may not attract sufficient investor demand to
successfully complete the initial public offering as investors in the initial public offering would achieve a lower dividend yield than they could achieve by investing in other business development companies.

One way to view the Fund’s approach to the Distribution is that a portion of the Member’s initial equity contribution into the Fund acted as a
bridge financing (in the form of equity) to facilitate subsequent borrowing by the Fund and to be repaid once attractive debt financing became available to it. As described in the Registration Statement, the Fund was initially capitalized by its
Members through contributions of assets into the Fund in consideration for the issuance of limited liability company interests in the Fund. These contributions resulted in an initial capitalization of 100% equity or a 0.0x leverage ratio. At that
time, the Fund intended to borrow money and make the Distribution to its Members to create a leveraged capital structure consistent with established business development companies prior to its initial public offering. The ability of the Fund to
borrow money from third party lenders at an attractive cost increases as the amount of its assets available to serve as collateral, as well as its demonstrable income-generating capacity, increases; hence the leveraging of the Fund and the resulting
distribution (or return of the bridge financing) was delayed until closer to the initial public offering.

 By establishing an initial
capitalization consisting solely of equity (a 0.0x leverage ratio), the Fund was able to demonstrate to prospective lenders a balance sheet and income-generating capability that would support the incurrence of indebtedness on attractive terms. The
Fund then

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October 4, 2012

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negotiated with prospective third-party lenders to establish its leverage facilities. Based on advice from the underwriters and in order to establish flexibility, attractive borrowing costs and a
leverage ratio typical for business development companies, the Fund now intends to enter into the Unsecured Term Loan to provide a base level of leverage to complement the scalable Credit Facility, which provides flexibility for the Fund to increase
its borrowings and maintain a competitive leverage ratio as it grows its assets in the future. This structure of having a term loan and a flexible revolving facility is consistent with how comparable business development companies have structured
the leverage on their balance sheets. With the making of the Distribution, the Fund expects to complete its formation and initial capitalization transactions and position the Fund to be comparable and competitive with other business development
companies.

 These steps were undertaken, and are proposed to be undertaken, in this sequence by the Fund to minimize its borrowing costs,
increase the Fund’s initial leverage and decrease its equity capitalization in order to achieve a competitive leverage ratio and distribution yield. Investors in the initial public offering and future public shareholders will benefit from these
transactions through a leveraged capital structure, a lower cost of borrowing and a dividend yield that is consistent with those of comparable business development companies. Without each of these steps and the resulting leverage and dividend yield,
we believe that public investors would find the prospect of investing the Fund to be less attractive.

 All of these steps have been undertaken
with appropriate authorizations, first by the Fund’s Manager and, subsequent to the Fund’s reconstitution as a board-managed fund, with the approval of the Fund’s board of directors.

The table below shows the Fund’s indicative balance sheet as of June 30, 2012 on an actual basis and on a pro forma basis, after giving effect
to the Credit Facility, the Unsecured Term Loan, the Distribution and an initial public offering of $86 million. As a result of the Distribution, the net asset value of the Fund will be reduced, which, like any dividend, will reduce commensurately
the value of the Member’s remaining interest in the Fund prior to the initial public offering. The price at which the public investors will invest will reflect the borrowings and the Distribution. Amendment No.1 discloses each of these steps
and the resulting pro forma NAV per share, a factor upon which the public investors will base their investment decision.

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October 4, 2012

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Prior to
Borrowings
(in millions
except %
and per
share data)

Pro Forma
for $50M
Credit
Facility
(in millions
except %
and per
share data)

Pro Forma for
$90M Unsecured
Term Loan
(in millions
except % and
per share data)

Pro Forma
for
Distribution
(in millions
except %
and per
share data)

Pro Forma for
$86M IPO(1)
(in
millions except
% and per
share data

 Loan & Other Assets

300

300

300

300

300

 Cash

0

50

140

0

86

 Total Assets

300

350

440

300

386

 Debt

0

50

140

140

140

 Equity (NAV)

300

300

300

160

246

 Debt / Equity

0.00
x

0.17
x

0.47
x

0.88
x

0.57
x

 Shares

20.0

20.0

20.0

20.0

30.8

 NAV / Share

15.0

15.0

15.0

8.0

8.0
(2)

 The Fund and its board of directors believe that these steps are necessary to create a business development company that
offers competitive financial terms. Based on the attached industry newsletter prepared by and provided to the Fund by a third party analyst that is not an underwriter on the proposed transaction, it is clear that these steps achieve an initial
capitalization for the Fund at the time of its initial public offering that is consistent with other leading business development companies. The attached industry newsletter highlights the debt to equity ratio of a number of business development
companies and confirms the information provided to the Fund by the underwriters and the targets determined by the Fund in the light of that information. Specifically, the newsletter shows that the median leverage ratio (debt to equity) for public
BDCs is 0.57x, which is nearly identical to that being targeted by the Fund pro forma for the

1
 The table includes rounded numbers for ease of presentation.

2
 The Fund expects to adjust the number of shares of common stock outstanding upon its conversion from a limited liability company such that the initial
public offering price of the Fund’s common stock will be approximately $15.00 per share, which is consistent with market practice for listed business development companies.

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 Distribution and the initial public offering. (See page 3, attached Raymond James BDC Industry
Investment Banking Weekly Newsletter, September 28, 2012). Moreover, as discussed in more detail below, none of these steps, individually or in the aggregate, violates the letter or spirit of the 1940 Act as it applies to private investment
companies, including private investment companies subject to portions of the 1940 Act under Section 6(f) of the 1940 Act. We respectfully submit that each step is described clearly in the Registration Statement, as are the potential risks to an
investor in the Fund’s common stock of investing in a leveraged investment company.

 Discussion of 1940 Act Provisions

The Staff has asked whether the declaration of the Distribution by the Fund’s directors violates the fiduciary duties of the board of directors to
the Fund, its Members and prospective stockholders. The Fund believes that, prior to the initial public offering of the Fund, the board of directors of the Fund owes a fiduciary duty to the Members and that the Distribution is manifestly not a
violation of the board of directors’ fiduciary duty to the Members, all of whom will benefit directly from the Distribution. The Fund and the board of directors understand that the board of directors also may owe a prospective duty of care to
investors in the Fund’s initial public offering. In this regard, the Fund respectfully submits that the board of directors acquits this duty of care fully and adequately both because the Distribution and related transactions were effected in
order to achieve a leverage ratio and dividend yield attractive to investors in the initial public offering, and by disclosing in the Registration Statement the capitalization of the Fund at the time of the initial public offering, the steps
involved in the Fund’s formation and initial capitalization, including the Distribution, the actual and pro forma level of indebtedness of the Fund at the time of the proposed initial public offering, the Fund’s expectations with respect
to its declaration of the Distribution following the initial public offering and the risks related to the use of financial leverage by the Fund.

 In addition, the Fund respectfully submits that the Fund could have achieved the same or a similar financial structure in any number of ways, all of which would be equally unobjectionable and consistent
with the board’s fiduciary duties. For example, the Members could have made a smaller initial equity contribution and the Fund could have incurred more debt (to the extent such financing were available) as a private company and used the
proceeds of such borrowing to acquire assets directly from the Members prior to making an election to be treated as business development company. This approach would have resulted in the same leverage ratio and prospective dividend yield, complied
with the affiliate transaction requirements of the 1940 Act and, consistent with the approach actually taken by the Fund, would not have violated the fiduciary obligations of the manager or the board of the Fund.

As discussed above, the board of directors determined that, in the absence of the Unsecured Term Loan and the Distribution, the Fund’s initial
equity capitalization and estimated initial distribution yield to investors would have departed from the norms for established listed business development companies, which would have potentially jeopardized the success of the Fund’s initial
public offering.

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2.
Please confirm that the Distribution is properly characterized as a return of capital.

 Response:

 We confirm that the Distribution is a return of capital to the
Members and is not dividend of taxable income.

3.
We noticed that approximately $100 million of assets of the Fund were contributed following the date of the audited financial statements on January 1, 2012.
Does an audit exist for the assets contributed after that date for the value of those assets.

 Response:

Unlike the formation transactions for some business development companies in which 100 percent of the assets to be held by the business
development company after it is public are contributed following the audit date and where it is important for prospective investors to have the benefit of a separate audit of that portfolio en mass, here, the Fund is operating more like an
operating company that intends to be taken public, in that the audit covers a substantial majority of the assets of the Fund and that the Fund, as would be the case for an operating company, continues to engage in its business following the audit
and leading up to the initial public offering.

 As described more fully in Amendment No. 1 under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Calculation of Net Asset Value, “Determination of Net Asset Value” and elsewhere in Amendment No. 1, a portion of the valuations of the Fund’s assets
that do not have market quotations are subject to review by independent valuation firms each quarter. Each asset of the Fund, whenever acquired, is and has been reviewed following its acquisition and those assets of the Fund that were acquired
following the audit date have also been valued using internal valuation methods approved by the board of directors of the Fund and described in Amendment No. 1. These audit and review procedures are consistent with those of publicly traded
business development companies