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CORRESP

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  As filed with the Securities and Exchange Commission on October [    ], 2012

  Registration No. 333-183798

 Registration No. 814-00967

SECURITIES AND EXCHANGE COMMISSION

 Washington, DC 20549

 FORM N-2

x

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

        x
    PRE-EFFECTIVE AMENDMENT NO. 2

        ¨
    POST-EFFECTIVE AMENDMENT NO.

¨

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 WhiteHorse Finance, LLC

 (Exact name of Registrant as Specified in Charter)

1450 Brickell Avenue, 31st Floor

Miami, Florida 33131

(Address of Principal Executive Offices)

 Registrant’s Telephone Number, including Area Code: (305) 379-2322

 Richard Siegel
H.I.G. WhiteHorse Advisers, LLC 1450 Brickell Avenue, 31st Floor

 Miami, Florida 33131

(305) 379-2322

 (Name and
Address of Agent for Service)

Copies of information to:

 Thomas J. Friedmann
David J. Harris
Dechert LLP
1775 I Street,
N.W.
Washington, DC 20006
Telephone: (202) 261-3300

 Facsimile: (202) 261-3333

Paul K. Risko

John A. MacKinnon

Sidley Austin LLP

787 Seventh Avenue

New York, NY 10019

 Telephone: (212) 839-5300

 Facsimile: (212) 839-5959

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement. If any of the
securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than Securities offered in connection with a dividend reinvestment plan, check the following
box.    ¨

 It is proposed that this filing will become effective (check appropriate box):

¨

when declared effective pursuant to section 8(c).

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

Title of Securities Being Registered

Proposed
Maximum
Aggregate
Offering Price(1)

Amount of
Registration
Fee(2)(3)

 Common Stock, par value $0.001 per share

$
86,250,000

$
9,884.25

(1)
Includes the underwriters’ option to purchase additional shares.

(2)
Estimated pursuant to Rule 457(o) solely for the purpose of determining the registration fee.

(3)
Previously paid.

 The Registrant hereby amends
this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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 The information in this prospectus is not complete and may be changed. We may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

Subject to Completion

 Preliminary Prospectus dated

 PROSPECTUS

Shares

  WhiteHorse Finance, LLC

 Common Stock

 We are a newly organized,
externally managed, non-diversified, closed-end management investment company that intends to file an election to be treated as a business development company under the Investment Company Act of 1940. Our investment objective is to generate
risk-adjusted returns primarily by originating secured loans to small-capitalization, or small-cap, companies across a broad range of industries, providing our stockholders with current income and capital appreciation.

H.I.G. WhiteHorse Advisers, LLC will serve as our investment adviser. H.I.G. WhiteHorse Administration, LLC will serve as our administrator. These
entities are affiliates of H.I.G. Capital, LLC, an alternative asset manager founded in 1993 and focused on the small-cap market. H.I.G. Capital, LLC had over $10 billion of capital under management as of September 30, 2012.

This is an initial public offering of our shares of common stock. All of the shares of common stock offered by this prospectus are being sold by
us.

 Our shares of common stock have no history of public trading. We currently expect that the initial public offering price per share
of our common stock will be $[    ]. We intend to apply to have our common stock approved for quotation on The NASDAQ Global Market under the symbol “WHF.”

We are an “emerging growth company” within the meaning of the recently enacted Jumpstart Our Business Startups Act.

Immediately prior to this offering, we expect to sell         shares of common stock to our directors,
officers, investment adviser, the managers of our investment adviser and the immediate family members or entities owned by, or family trusts for the benefit of, such persons, at a price of $        per share
in a private placement. We will receive the full proceeds of this private placement, and no underwriting discounts or commissions will be paid in respect of these shares. The underwriters will reserve up to
        shares from this offering for sale to certain other persons.

  This prospectus
contains important information you should know before investing in our common stock. Please read it before you invest and keep it for future reference. Upon completion of this offering, we will file annual, quarterly and current reports, proxy
statements and other information about us with the Securities and Exchange Commission, or the SEC. This information will be available free of charge by contacting us at 1450 Brickell Avenue, 31st Floor, Miami, Florida 33131, Attention: Investor
Relations, or by calling us collect at (305) 379-2322. The SEC also maintains a website at http://www.sec.gov that contains this information.

 Shares of closed-end investment companies, including business development companies, frequently trade at a discount to their net asset value. If our shares trade at a discount to our net asset value, it may
increase the risk of loss for purchasers in this offering. Assuming an initial public offering price of $        per share, purchasers in this offering will experience immediate dilution of approximately
$        per share. See “Dilution” for more information.

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 Neither the SEC nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in our common stock involves a high degree of risk, including credit risk and the risk of the use of leverage. Before buying any
shares of our common stock, you should read the discussion of the material risks of investing in our common stock, including the risk of leverage, in “Risk Factors” beginning on page 22 of this prospectus.

Per Share

Total

 Public offering price

$

$

 Underwriting discount(1)

$

$

 Proceeds, before expenses, to us(2)

$

$

(1)
Our investment advisor has agreed to pay $[        ] million of the underwriting discount and commission in connection with this offering.

(2)
We estimate that we will incur approximately $        in expenses in connection with this offering.

The underwriters may also exercise their option to purchase up to an additional         shares from us, at
the public offering price, less the underwriting discount, for 30 days after the date of this prospectus. If the underwriters exercise this option in full, the total underwriting discount will be
$            , and total proceeds, before expenses, will be $            .

The shares will be ready for delivery on or about October    , 2012.

Joint Book-Running Managers

Deutsche Bank Securities

J.P. Morgan

Citigroup

Barclays

   The date of this prospectus is October    , 2012.

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 TABLE OF CONTENTS

 PROSPECTUS SUMMARY

1

 THE OFFERING

12

 FEES AND EXPENSES

19

 RISK FACTORS

22

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

55

 USE OF PROCEEDS

56

 DISTRIBUTIONS

57

 CAPITALIZATION

58

 DILUTION

60

 SELECTED FINANCIAL AND OTHER INFORMATION

61

 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

62

 THE COMPANY

79

 PORTFOLIO COMPANIES

90

 MANAGEMENT OF THE COMPANY

94

 CERTAIN RELATIONSHIPS

100

 CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS

105

 THE ADVISER AND THE ADMINISTRATOR

107

 DETERMINATION OF NET ASSET VALUE

118

 DIVIDEND REINVESTMENT PLAN

120

 DESCRIPTION OF SHARES

122

 SHARES ELIGIBLE FOR FUTURE SALE

128

 REGULATION

130

 BROKERAGE ALLOCATION AND OTHER PRACTICES

135

 TAX MATTERS

136

 UNDERWRITING

143

 CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR

150

 LEGAL MATTERS

150

 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

150

 ADDITIONAL INFORMATION

151

 INDEX TO FINANCIAL STATEMENTS

F-1

  * * * * *

 You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information
in this prospectus is accurate only as of the date on the front of this prospectus. Our business, financial condition and prospects may have changed since that date. To the extent required by applicable law, we will update this prospectus during the
offering period to reflect material changes to the disclosure this prospectus.

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 PROSPECTUS SUMMARY

This summary highlights some of the information in this prospectus. It is not complete and may not contain all of the information that you may
want to consider. You should read carefully the more detailed information set forth under “Risk Factors” and the other information included in this prospectus. Except where the context suggests otherwise, the terms:

•

 “we,” “us,” “our” and “WhiteHorse Finance” refer (unless the context otherwise requires) to WhiteHorse Finance, LLC, a
Delaware limited liability company, and its consolidated subsidiary, WhiteHorse Warehouse (as defined below) for the periods prior to the consummation of the BDC Conversion, and refer to WhiteHorse Finance, Inc., a Delaware corporation, and its
consolidated subsidiary, WhiteHorse Warehouse, for the periods after the consummation of the BDC Conversion;

•

 “H.I.G. Capital” refers (unless the context otherwise requires), collectively, to H.I.G. Capital, L.L.C., a Delaware limited liability company, and
its affiliates. H.I.G. Capital employs all of WhiteHorse Finance’s investment professionals, as well as those of WhiteHorse Advisers, WhiteHorse Administration and their respective affiliates;

•

 The “Members” refers, collectively, to H.I.G. Bayside Debt & LBO Fund II, L.P. and H.I.G. Bayside Loan Opportunity Fund II, L.P.;

•

 “WhiteHorse Warehouse” refers to WhiteHorse Finance Warehouse, LLC, a special purpose Delaware limited liability company and a wholly-owned
subsidiary of WhiteHorse Finance;

•

 “WhiteHorse Advisers” and the “investment adviser” refers to H.I.G. WhiteHorse Advisers, LLC, a Delaware limited liability company and an
affiliate of H.I.G. Capital;

•

 “WhiteHorse Administration” and the “administrator” refers to H.I.G. WhiteHorse Administration, LLC, a Delaware limited liability company
and an affiliate of H.I.G. Capital; and

•

 the “investment committee” refers to our investment adviser’s investment committee.

Immediately prior to the pricing of our initial public offering and our election to be treated as a business development company, we will
convert from a limited liability company into a corporation. In this conversion, WhiteHorse Finance, Inc. will succeed to the business of WhiteHorse Finance, LLC, and the members of WhiteHorse Finance, LLC will become stockholders of WhiteHorse
Finance, Inc. In this prospectus, we refer to these transactions as the “BDC Conversion,” and, where applicable, “shares” may refer to our units prior to the BDC Conversion and to shares of our corporation afterward. Unless
otherwise indicated, the disclosure in this prospectus gives effect to the BDC Conversion.

 WhiteHorse Finance

We are a newly organized, externally managed, non-diversified, closed-end management investment company that intends to file an election to be
treated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for tax purposes, we intend to elect to be treated as a regulated investment company, or RIC, under Subchapter M of the
Internal Revenue Code of 1986, as amended, or the Code.

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 We were formed on December 28, 2011 and commenced operations on January 1, 2012. We
were originally capitalized with $176.3 million of contributed assets from H.I.G. Bayside Debt & LBO Fund II, L.P. and H.I.G. Bayside Loan Opportunity Fund II, L.P., each of which is an affiliate of H.I.G. Capital. These assets were
contributed as of January 1, 2012 in exchange for 11,752,383 units in WhiteHorse Finance.

 We are a direct lender targeting debt
investments in privately held, small-cap companies located in the United States. We define the small-cap market as those companies with enterprise values between $50 million and $350 million. Our investment objective is to generate attractive
risk-adjusted returns primarily by originating and investing in senior secured loans, including first lien and second lien facilities, to performing small-cap companies across a broad range of industries that typically carry a floating interest rate
based on the London Interbank Offered Rate, or LIBOR, and have a term of three to six years. While we intend to focus principally on originating senior secured loans to small-cap companies, we may also opportunistically make investments at other
levels of a company’s capital structure, including mezzanine loans or in equity interests. We also may receive warrants to purchase common stock in connection with our debt investments. We expect to generate current income through the receipt
of interest payments, as well as origination and other fees, capital appreciation and dividends.

 We have invested, and expect in the
future to invest, in securities that are rated below investment grade by rating agencies or that may be rated below investment grade if they were so rated. Below investment grade securities, which are often referred to as “junk” bonds, are
viewed as speculative investments because of concerns with respect to the issuer’s capacity to pay interest and repay principal.

As of September 30, 2012, our existing investment portfolio consisted of senior secured loans and senior notes across twelve positions with an
aggregate fair value of $288.2 million and a par value of $291.2 million. As of that date, the majority of our portfolio was comprised of senior secured loans originated directly to small-cap borrowers. As of September 30, 2012, our portfolio
had an average investment size of $24.3 million, with investment sizes ranging from $1.5 million to $61.2 million, a weighted average unlevered cash current yield of 13.9%, and a yield to maturity of 16.9%, with yields to maturity ranging from 9.7%
to 30.4%. Yield to maturity is calculated based on our cost in, with respect to purchased investments, or fair value of, with respect to contributed investments, such investment on the date of purchase or contribution, as applicable, and uses the
relevant published LIBOR curve as of the date of contribution of each asset and assumes (1) all scheduled interest payments are made as scheduled and (2) each investment is held to maturity with no prepayments or losses and is repaid at
par upon maturity. Also as of September 30, 2012, the weighted a