SecProbe.io

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 1900 K Street, N.W.
Washington, DC 20006-1110

 +1 202 261 3300 Main

 +1 202 261 3333 Fax

 www.dechert.com

 Matthew Carter

 Partner

 matthew.carter@dechert.com

 +1 202 261 3395 Direct

 +1 202 261 3184 Fax

 July 31, 2025

 Via EDGAR

 Kenneth Ellington, Staff Accountant

 Division of Investment Management

 Office of Disclosure and Review

 U.S. Securities and Exchange Commission

 100 F Street N.E.
Washington DC 20549

 Re: WhiteHorse Finance, Inc. (File No. 814-00967)

 Dear Mr. Ellington:

 On behalf of WhiteHorse Finance, Inc. (the " Company "),
set forth below are the Company's responses to the verbal comments provided by the Staff of the Division of Investment Management
(the " Staff ") of the Securities and Exchange Commission (the " SEC ") in a telephone
conversation on June 24, 2025 between Mr. Kenneth Ellington of the Staff and Matthew Carter of Dechert LLP, outside counsel to the Company,
with respect to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No. 814-00967), filed
with the SEC on March 7, 2025 (the " Form 10-K ").

 For your convenience, the Staff's comments
are included in this letter, and each comment is followed by the responses of the Company.

 1. Comment : Going forward, please disclose the percentage of portfolio companies that are paying
PIK and the percentage of portfolio companies that being restructured in the MD&A.

 Response : The Company
acknowledges the Staff's comment and respectfully submits that its current MD&A disclosure already provides appropriate information
regarding PIK income from portfolio companies. Specifically, the Company notes that the current MD&A disclosure lists "PIK income"
as a separate line item when summarizing and disaggregating its investment income components for the applicable periods and also provides
narrative disclosure regarding material changes in PIK income from period to period. The Company undertakes to disclose in the MD&A
the number of portfolio companies that were restructured during the applicable period covered by the MD&A.

 July 31, 2025
 Page 2

 2. Comment : Please disclose the amount of income generated that is non-recurring in the MD&A.

 Response : The Company
undertakes to include the requested disclosure in future SEC filings.

 3. Comment : Please include the full name and class of each money market fund held by the Company
in the Schedule of Investments.

 Response : The Company
undertakes to include the requested disclosure in future SEC filings.

 4. Comment : Please include more specificity as it relates to the description of SOFR (i.e.
one-month, three-month, six-month, etc.) in the Schedule of Investments.

 Response : The Company
undertakes to include the requested disclosure in future SEC filings.

 * * * * * *

 Should you have any questions regarding this letter,
please contact me at (202) 261-3395 or by email at matthew.carter@dechert.com or Thomas Friedmann at (617) 728-7120 or by email at thomas.friedmann@dechert.com.

 Sincerely,

 /s/ Matthew J. Carter

 Matthew J. Carter

 cc: Stuart Aronson, WhiteHorse Finance, Inc.

 Joyson Thomas, WhiteHorse Finance, Inc.

 Thomas J. Friedmann, Dechert LLP

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    One International Place, 40th Floor

    100 Oliver Street

    Boston, MA 02110-2605

    +1 617 728 7100 Main

    +1 617 426 6567 Fax

    www.dechert.com

    THOMAS FRIEDMANN

    thomas.friedmann@dechert.com

    +1 617 728 7120 Direct

    +1 617 275 8389 Fax

July 29, 2022

VIA
EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kenneth Ellington

    Re:
    WhiteHorse Finance, Inc.

    Amendment No. 1 to Registration
Statement on Form N-2

    File Numbers 333-265864 and
814-00967

Gentlemen:

On behalf of WhiteHorse Finance, Inc., a Delaware
corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) pursuant to a telephone call on July 28, 2022, between
Kenneth Ellington of the Staff and Thomas Friedmann of Dechert LLP, outside counsel to the Company, relating to the Company’s Amendment
No. 1 to Registration Statement on Form N-2 filed with the Commission on July 27, 2022 (the “Registration Statement”).

For your convenience, the Staff’s comments
are summarized in this letter, and each comment is followed by the applicable response. Capitalized terms used in this letter and not
otherwise defined herein shall have the meanings specified in the Registration Statement.

Accounting Comment

    1.

    Based upon the percentages of 22.2% and 9.2% of net and total assets comprising unitranche loans, it appears that the Company invests significantly in such loans.  Please add risk disclosure related to unitranche loans and specifically identify such loans as unitranche loans on the schedule of investments going forward.

Response:

The Company hereby acknowledges the
Staff’s comment and confirms that the Company will include risk disclosure related to unitranche loans and will specifically identify
such loans as unitranche loans on the schedule of investments going forward.

* * * * * * * * *

If you have any questions, please feel free to
contact the undersigned by telephone at 617.728.7100 or by email at thomas.friedmann@dechert.com or Michael Darby by telephone at 215.994.2088
or by email at michael.darby@dechert.com. Thank you for your cooperation and attention to this matter.

Very truly yours,

Thomas Friedmann

    cc:
    Stuart Aronson

    Joyson C. Thomas

    Richard Siegel

WhiteHorse Finance, Inc.

    David Harris

    Michael Darby

Dechert LLP

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    One International Place, 40th Floor

    100 Oliver Street

    Boston, MA 02110-2605

    +1 617 728 7100 Main

    +1 617 426 6567 Fax

    www.dechert.com

    THOMAS FRIEDMANN

    thomas.friedmann@dechert.com

    +1 617 728 7120 Direct

    +1 617 275 8389 Fax

July 27, 2022

VIA
EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kenneth Ellington

    Re:
    WhiteHorse Finance, Inc.

    Registration Statement on
Form N-2

    File Numbers 333-265864 and
814-00967

Gentlemen:

On behalf of WhiteHorse Finance, Inc., a
Delaware corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) pursuant to telephone calls on July 1, 2022,
between Kenneth Ellington of the Staff and Thomas Friedmann and Nicholas Chionchio of Dechert LLP, outside counsel to the Company (“Dechert”),
and July 13, 2022, between Ashley Vroman-Lee of the Staff and Michael Darby of Dechert, relating to the Company’s registration
statement on Form N-2 filed with the Commission on June 27, 2022 (the “Registration Statement”).

For your convenience, the Staff’s comments
are summarized in this letter, and each comment is followed by the applicable response. Capitalized terms used in this letter and not
otherwise defined herein shall have the meanings specified in the Registration Statement.

Accounting Comments

Fees and Expenses, page 7

    1.
    The expense ratio excluding “acquired fund fees and expenses” disclosed in the Fee Table (12.39%) is significantly less than the expense ratio disclosed in the financial highlights in Note 10 in the Form 10-Q for the quarter ended March 31, 2022 (13.34%).  Please explain this difference.

Response:

The Company respectfully submits that the variance noted
with respect to the Fees and Expense ratio for the quarter ended March 31, 2022 resulted primarily from an increase in interest expense
incurred for the quarter ended March 31, 2022 as compared to the interest expense incurred for the year ended December 31, 2021.
This increase was primarily attributable to the Company’s higher average debt balance outstanding of $501 million for the quarter
ended March 31, 2022 as compared to $379 million for the year ended December 31, 2021. The impact of this increase was magnified
by the impact of annualizing the interest expense amount for the quarter ended March 31, 2022 as compared to the actual interest
expense reported for the year ended December 31, 2021.

Financial Highlights, page 14

    2.
    Please explain how the Company meets the requirements to include 10 years of financial highlights pursuant to General Instruction 3 to Item 4.1 of Form N-2 in the registration statement. Because incorporating by reference, need to include in Form 10-K or Form N-2.

Response:

The Company hereby acknowledges the Staff’s
comment and confirms that it has revised its disclosure in Amendment No. 1 to Registration Statement on Form N-2 (“Amendment
No. 1”) to be filed concurrently with this letter to include 10 years of financial highlights pursuant to General Instruction
3 to Item 4.1 of Form N-2.

General

    3.
    Please supplementally provide the percentage of the Company’s net assets invested in unitranche loans.  The Staff may have additional comments.  Consider adding disclosure of percentage.

Response:

As of March 31, 2022, the Company
held unitranche investments in seven portfolio companies comprising 22.2% and 9.2% of net assets and total assets, respectively, as of
such date.

    4.
    Please confirm whether or not any of the loans that the Company invests in are “covenant-lite” loans, the extent of the “covenant-lite” loans and whether the attendant risks are adequately disclosed in the prospectus.

Response:

As of March 31, 2022, the Company
did not hold any investments having “covenant-lite” terms. The Company generally does not invest in “covenant-lite”
loans, but it may do so from time to time in a manner consistent with its investment strategy. The Company supplementally notes that it
acquired two “covenant-lite” investments subsequent to March 31, 2022.

Notes to Financial Statements, Annual Report
on Form 10-K (Affiliates Table), page 135

    5.
    The amount of Net Realized Gain (Loss) for total non-controlled affiliates for the year ended December 31, 2021 in the affiliates table does not appear to match the amount of net realized gains (losses) for non-controlled affiliate company investments for the same period in the Consolidated Statements of Operations ($0 vs. $562,000).  Please explain.

Response:

The Company respectfully submits
that the non-controlled affiliate realized gain of $562 thousand reported in its Consolidated Statements of Operations for the period
ended December 31, 2021 reflected a recovery on an equity investment in the RCS Creditor Trust Class B Units which the Company
had previously written off. The Company carried such investment at a fair value of $0 from September 30, 2019 through December 31,
2020. The Company then realized an unanticipated gain on such investment during the quarter ended December 31, 2021. The Company
notes that it has recovered additional proceeds from such security in the quarter ended June 30, 2022, which will result in a non-controlled
affiliate realized gain of $1.7 million for such quarter.

    6.
    The Net Change in Unrealized Appreciation (Depreciation) for total non-controlled affiliates for the year ended December 31, 2021 in the affiliates table does not appear to match the net change in unrealized appreciation (depreciation) for non-controlled affiliate company investments for the same period in the Consolidated Statements of Operations ($1,157,000 vs. $1,187,000).  Please explain.

Response:

The $30 thousand difference relates
to the non-controlled affiliates table provided pursuant to Footnote 4 on Form 10-K. Such amount is incorrect and should agree to
the $1,187,000 amount included in the Company’s Consolidated Statements of Operations. The Company will correct this difference
in future filings on Forms 10-Q and 10-K.

    7.
    In future financial statements, please disclose how the weighted average was calculated in the table that discloses quantitative information about Level 3 fair value measurements.  See ASC 820-10-50-2(bbb)(2).

Response:

Future financial statements will
include the following disclosure regarding the Company’s calculation of the weighted average of Level 3 investments in the table
describing unobservable inputs used in the fair value measurement:

“Unobservable inputs were weighted
by the relative fair value of the investments.”

Legal Comments

Cover Page

    8.
    Please revise or explain why you believe it is appropriate to refer to LIBOR as a risk-free rate since LIBOR includes bank credit risk.

Response:

The Company hereby acknowledges the
Staff’s comment and confirms that it has revised its disclosure on the cover page and on pages 2 and 5 in Amendment No. 1
to be filed concurrently with this letter to remove any references to LIBOR as a risk-free rate.

Description of our Units, page 63

    9.
    There is a reference to the ability to sell below NAV if holders of a majority of shares have approved it within the last twelve months. Please confirm if shareholders have approved selling shares below NAV.

Response:

The Company hereby acknowledges the
Staff’s comment and confirms that it has revised its disclosure on pages 19 and 63 in Amendment No. 1 to be filed concurrently
with this letter to provide that, as of the date of the registration statement, shareholders have not approved sales below NAV.

* * * * * * * * *

If you have any questions, please feel free to
contact the undersigned by telephone at 617.728.7100 or by email at thomas.friedmann@dechert.com or Michael Darby by telephone at 215.994.2088
or by email at michael.darby@dechert.com. Thank you for your cooperation and attention to this matter.

Very truly yours,

/s/ Thomas Friedmann

Thomas Friedmann

    cc:
    Stuart Aronson

Joyson C. Thomas

Richard Siegel

WhiteHorse Finance, Inc.

David Harris

Michael Darby

Dechert LLP

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WHITEHORSE FINANCE, INC.

1450 BRICKELL AVENUE, 31ST FLOOR

MIAMI, FLORIDA 33131

June 4, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: John Ganley and Kenneth Ellington

 Re: WhiteHorse Finance, Inc.

Registration Statement on Form N-2

File Numbers 333-231247 and 814-00967

Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, WhiteHorse Finance, Inc., a Delaware corporation (the “Registrant”), respectfully requests
acceleration of the effective date of the Registrant’s Registration Statement on Form N-2 (File Numbers 333-231247 and
814-00967) (the “Registration Statement”) so that the Registration Statement may be declared effective at 12:00
PM, Eastern Time, on June 5, 2019, or as soon as practicable thereafter.

We request that we be notified of such
effectiveness by a telephone call to Thomas J. Friedmann of Dechert LLP at (617) 728-7120 or Michael Darby of Dechert LLP
at (215) 994-2088, and that such effectiveness also be confirmed in writing. Thank you for your cooperation and attention to this
matter.

Sincerely,

WhiteHorse Finance, Inc.

    By:
    /s/ Edward J. Giordano

    Name:
    Edward J. Giordano

    Title:
    Interim Chief Financial Officer

 cc: Stuart Aronson

Richard Siegel

WhiteHorse Finance, Inc.

Thomas J. Friedmann

David Harris

Michael Darby

Dechert LLP

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    One
                           International Place, 40th Floor

                           100 Oliver Street

                           Boston, MA 02110-2605

+1 617 728 7100 Main

+1 617 426 6567 Fax

www.dechert.com

    Thomas
        Friedmann

thomas.friedmann@dechert.com

+1 617 728 7120 Direct

+1 617 275 8389 Fax

June 4, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kenneth Ellington and John Ganley

 Re: WhiteHorse Finance, Inc.

Registration Statement
on Form N-2

File Numbers 333-231247
and 814-00967

Gentlemen:

On behalf of WhiteHorse Finance, Inc.,
a Delaware corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) pursuant to a telephone call on May 24, 2019,
between Kenneth Ellington of the Staff and Thomas Friedmann of Dechert LLP, relating to the Company’s registration statement
on Form N-2 filed with the Commission on May 6, 2019 (the “Registration Statement”).

For your convenience, the Staff’s
comments are summarized in this letter, and each comment is followed by the applicable response. Capitalized terms used in this
letter and not otherwise defined herein shall have the meanings specified in the Registration Statement.

Fees and Expenses, page 6

 1. Please update the disclosure in Footnote 4 to the Fees and Expenses Table to conform to the
material disclosure in the Investment Advisory Agreement. In particular, please ensure that disclosure in such footnote regarding
the treatment of cash and cash equivalents in the determination of total assets subject to the Adviser’s management fee is
consistent with the disclosure in the Investment Advisory Agreement.

Response:

The Company hereby acknowledges
the Staff’s comment and confirms that it will revise the relevant portion of the disclosure in Footnote 4 to the Fees and
Expenses Table in future filings of the Registration Statement and any prospectus supplements used in connection therewith as follows:

“Our base management
fee under the Investment Advisory Agreement is calculated at an annual rate equal to 2.0% based on our consolidated gross assets,
including cash and cash equivalents and assets purchased with borrowed funds; provided, however, our base management fee will be
calculated at an annual rate equal to 1.25% of our consolidated gross assets, including cash and cash equivalents and assets purchased
with borrowed funds, that exceed the product of (i) 200% and (ii) the value of our total net assets.”

Notes to Financial Statements, Annual Report on Form 10-K,
pages 85 and 102

 2. In the Company’s Annual Report on Form 10-K, the amount of $32,950 for Net Realized Gain
(Loss) in the affiliates table in Note 3 to the Consolidated Financial Statements does not agree with the amount of $32,981 for
 “Net realized gains (losses) to Non-controlled affiliate company investments” in the Consolidated Statement of Operations
under “Realized and unrealized gains (losses) on investments.” Please explain this difference and/or correct and amend
as necessary.

Response:

The Company respectfully submits that this
discrepancy was due to the adjustment of immaterial classification changes made in conjunction with the filing of the Annual Report
on Form 10-K. The Company intends to use the same amount in both the Consolidated Statement of Operations and in the affiliates
table in Note 3 to the Consolidated Financial Statements in all future filings and will modify this amount to be consistent in
both instances in future filings of the Annual Report on Form 10-K.

* * * * * * * * *

If you have any questions, please feel
free to contact the undersigned by telephone at 617.728.7100 or by email at thomas.friedmann@dechert.com or Michael Darby by telephone
at 215.994.2088 or by email at michael.darby@dechert.com. Thank you for your cooperation and attention to this matter.

Very truly yours,

Thomas Friedmann

 cc: Stuart Aronson

Edward Giordano

Richard Siegel

WhiteHorse Finance, Inc.

David Harris

Michael Darby

Dechert LLP

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WHITEHORSE FINANCE, INC.

1450 BRICKELL AVENUE, 31ST FLOOR

MIAMI, FLORIDA 33131

October 22, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: John Ganley and Kenneth Ellington

 Re: WhiteHorse Finance, Inc.

Registration Statement on Form N-2

File Numbers 333-217093 and 814-00967

Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, WhiteHorse Finance, Inc., a Delaware corporation (the “Registrant”),
respectfully requests acceleration of the effective date of Post-Effective Amendment No. 4 to the Registrant’s
Registration Statement on Form N-2 (File Nos. 333-217093 and 814-00967) (the “Registration
Statement”) so that the Registration Statement may be declared effective at 12:00 PM, Eastern Time, on Tuesday,
October 23, 2018, or as soon as practicable thereafter.

We request that we be notified of such
effectiveness by a telephone call to Thomas J. Friedmann of Dechert LLP at (617) 728-7120, and that such effectiveness also
be confirmed in writing. Thank you for your cooperation and attention to this matter.

Sincerely,

WhiteHorse Finance, Inc.

By: /s/ Edward J. Giordano

Name: Edward J. Giordano

Title: Interim Chief Financial Officer

 cc: Stuart Aronson, WhiteHorse Finance, Inc.

Thomas J. Friedmann, Dechert LLP

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    One
                           International Place, 40th Floor

                           100 Oliver Street

                           Boston, MA 02110-2605

+1 617 728 7100 Main

+1 617 426 6567 Fax

www.dechert.com

        Thomas
        Friedmann

thomas.friedmann@dechert.com

+1 617 728 7120 Direct

+1 617 275 8389 Fax

October 11, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

 Attn: Kenneth Ellington

John Ganley

Re: WhiteHorse Finance, Inc.

  Post-Effective Amendment No. 2 to
Registration Statement on Form N-2

  File Numbers 333-217093 and 814-00967

Ladies and Gentlemen:

On behalf of WhiteHorse Finance,
Inc., a Delaware corporation (the “Company”), we hereby respond to the comments raised by the staff (the
 “Staff”) of the Securities and Exchange Commission (the “Commission”) in phone calls
between Mr. Kenneth Ellington of the Staff and Thomas Friedmann and Francesco Salpietro of Dechert LLP, outside counsel to
the Company (“Dechert”), on July 31, 2018, and Mr. John Ganley of the Staff and Thomas Friedmann and
Cynthia Bien of Dechert on September 10, 2018. For your convenience, a transcription of the Staff’s comments is
included in this letter (in italics) followed by the response. Capitalized terms used in this letter and not otherwise
defined shall have the meanings specified in the Company’s Post-Effective Amendment No. 2 to Registration Statement on
Form N-2 (Registration Nos. 333-217093 and 814-00967) (the “Registration Statement”).

Accounting Comments

 1. The estimated “Total Annual Expenses” in the table in the section entitled “Fees
and Expenses” (the “Fees and Expenses Table”) appears to be low compared to the March 31, 2018
financial highlights. Please explain.

        United States Securities and Exchange Commission

October 11, 2018

Page 2

The Company
acknowledges the Staff’s comment and respectfully submits that the difference is due to the fact that the Fees and
Expenses Table and the financial highlights table use slightly different day-count methodologies in annualizing expenses as
well as different net asset value conventions for use in the denominator of the calculations. As prescribed in the General
Instructions to Item 3 of Form N-2, the Company has expressed Annual Expenses as a percentage of net asset value attributable
to common shares (with the exception of the “Acquired fund fees and expenses” which follows the specific guidance
under Instruction 10 to Item 3). For purposes of the Company’s financial highlights included elsewhere in the
registration statement, the Company’s expenses have been expressed as a percentage of average net assets calculated as
prescribed in the accounting and reporting guidance contained within Accounting Standards Codification Topic 946, Financial
Services – Investment Companies. The Company has revised the Fees and Expenses Table to conform the
day-count methodology for purposes of annualizing expenses with that presented in the financial highlights table.

 2. In the section captioned “Distribution Reinvestment Plan” of the Registration Statement,
we note the disclosure of a $15.00 transaction fee and $0.10 per share brokerage commission assessed on shares of the Company’s
common stock issued under the Company’s distribution reinvestment plan. As required by General Instruction 4 to Item 3
of Form N-2, please disclose this fee in the Fees and Expenses Table.

The Company acknowledges the Staff’s
comment and has revised its disclosure to include in a footnote to the Fees and Expenses Table the $15.00 transaction fee and $0.10
per share brokerage commission, or such other amounts as may be charged by the plan administrator and assessed on shares of the
Company’s common stock issued under the Company’s distribution reinvestment plan.

 3. Please round all dollar figures to the nearest dollar under the caption “Examples”
in the section entitled “Fees and Expenses” as required by General Instruction 3 to Item 3 of Form N-2.

The Company acknowledges the Staff’s
comment and has revised the disclosure under the caption “Examples” in the section entitled “Fees and Expenses”
to round dollar figures to the nearest dollar as required by General Instruction 3 to Item 3 of Form N-2.

 4. In the section entitled “Selected Consolidated Financial Data,” the Company discloses
the weighted average effective yield on income producing investments. Please also disclose the weighted yield on total investments
of the Company as further discussed in the May 16, 2017 AICPA Investment Companies Expert Panel Minutes, SEC Update Section IV.4.c
(the “AICPA Expert Panel Minutes”). This comment applies to any other disclosure in the Registration Statement
where a yield on income producing investments is otherwise disclosed.

The Company acknowledges the Staff’s
comment and has revised the disclosure consistent with the AICPA Expert Panel Minutes to include a discussion of the yield on total
investments of the Company where the Company otherwise discloses a yield on its income producing investments.

        United States Securities and Exchange Commission

October 11, 2018

Page 3

 5. Under the section entitled “Quantitative and Qualitative Disclosures About Market Risk,”
we note that the disclosure above the table showing the annualized impact of hypothetical base rate changes in interest rates states
that the dollar amounts are in millions, but the amounts in the table appear to be in thousands. Please explain or revise this
disclosure.

The Company acknowledges the Staff’s
comment and has revised its disclosure in the section entitled “Quantitative and Qualitative Disclosures about Market Risk”
to clarify that the dollar amounts in the table showing the annualized impact of hypothetical base rate changes in interest rates
are expressed in thousands.

 6. The disclosure on page 24 of the Registration Statement under the section entitled “Risk
Factors” states that substantially all of the Company’s investments in private companies are subject to legal or other
restrictions on resale or are otherwise less liquid than publicly traded securities. Please ensure that all of the disclosure related
to restricted securities required by Footnote 8 to Rule 12-12 under Regulation S-X are included in future financial statements,
including acquisition dates.

The Company acknowledges the Staff’s
comment and undertakes that all future financial statements will include the information required by Footnote 8 to Rule 12-12 under
Regulation S-X, including acquisition dates, in the Company’s financial statements.

 7. In “Note 4 – Fair Value Measurements to the Consolidated Financial Statements,”
there is disclosure stating that a significant increase or decrease in an unobservable input would result in a significant change
in the fair value measurement.  Such changes need not be significant under the applicable rules. Please revise this disclosure
and enhance related disclosure in all future filings.

The Company acknowledges the Staff’s
comment and has revised the disclosure as requested to clarify that any changes, and not only significant changes, in unobservable
inputs could result in significantly higher or lower fair value measurements.

Legal Comments

 8. Please confirm the 6.00% Notes due August 7, 2023 are called “Notes.”

The Company acknowledges the Staff’s comment and respectfully
submits that the 6.00% Notes due August 7, 2023 (the “Private Notes”) are called “Senior Notes.”
The Company respectfully submits that (a) the term “Senior Notes” is appropriate and follows established market convention
in the market for privately offered general, unsubordinated debt securities issued to insurance companies pursuant to Section 4(a)(2)
of Securities Act of 1933, as amended (the “Securities Act”), (b) the Private Notes were not sold in a public
offering, and the Private Notes have not been registered under the Securities Act, and (c) there is no potential to mislead public
investors in the securities issued or to be issued by the Company in an offering off the Registration Statement, and instead the
Company believes that the use of the term “Senior Notes” cautions any future investors in debt securities issued by
the Company pursuant to the Registration Statement that there are other debt securities outstanding that have been issued on a
general unsecured, or senior, basis.

        United States Securities and Exchange Commission

October 11, 2018

Page 4

 9. The disclosure on page 6 under “Use of Leverage” states two ways the reduced asset
coverage requirement may become effective, either (i) a “required majority” of the Company’s board of directors,
with effectiveness one year after the date of such approval, or (ii) a majority of the votes cast at a special or annual meeting
of the Company’s stockholders, which is effective the date after such stockholder approval. At the Company’s annual
stockholders meeting on August 1, 2018, the Company’s stockholders approved the reduced asset coverage requirement from 200%
to 150%. Please eliminate the discussion relating to the various methods of approving the reduced asset coverage requirements.

The Company acknowledges the Staff’s
comment and has revised the disclosure throughout the Registration Statement to remove all discussion relating to the various methods
available to a registrant to approve a reduced asset coverage requirement under the Small Business Credit Availability Act as follows:

“At the Company’s annual meeting
of stockholders held on August 1, 2018, the Company’s stockholders approved the reduced asset coverage ratio from 200% to
150%, effective on August 2, 2018, such that the Company’s maximum debt-to-equity ratio increased from a prior maximum of
1.0x (equivalent of $1 of debt outstanding for each $1 of equity) to a maximum of 2.0x (equivalent to $2 of debt outstanding for
each $1 of equity).”

 10. Under the “Use of Leverage” caption on page 6, please revise the disclosure discussing
the reduced asset coverage ratio to express in plain English that the Company may incur $2 of debt for each $1 of equity.

The Company acknowledges the Staff’s
comment and has revised the disclosure as requested to include the following:

“On August 1, 2018, the Company’s
stockholders approved a reduction of the asset coverage requirements from 200% to 150%, such that the Company’s maximum debt-to-equity
ratio increased from a prior maximum of 1.0x (equivalent to $1 of debt outstanding for each $1 of equity) to a maximum of 2.0x (equivalent
to $2 of debt outstanding for each $1 of equity).”

        United States Securities and Exchange Commission

October 11, 2018

Page 5

 11. In the disclosure on page 7 under “Summary Risk Factors,” please include a risk
associated with return of capital.

The Company acknowledges the Staff’s
comment and has revised the summary risk disclosure as requested to include the following bullet point:

“A portion of our distributions
may constitute a return of capital and may lower an investor’s tax basis in its shares of common stock.”

 12. The disclosure on page 8 in the Fees and Expenses Table does not include any fees
associated with the Company’s Distribution Reinvestment Plan. Please include the nominal fee for American Stock Transfer
 & Trust Company, LLC, the Company’s transfer agent.

The Company acknowledges the Staff’s
comment and, as noted in our response to Comment 2 above, has revised the Fees and Expenses Table accordingly.

 13. In the disclosure on page 8 in the Fees and Expenses Table and the accompanying
example on page 10, include footnote disclosure describing the anticipated level of leverage to be employed by the Company going
forward and the associated fees that would be incurred by the Company at that anticipated level of leverage.

The Company acknowledges
the Staff’s comment and has revised the footnote disclosure within the Fees and Expenses Table and the related example
to include a reasonable estimate of the fees, including the base management fee, in light of the Company’s current
intention to employ leverage at a level equivalent to a debt-to-equity ratio of up to 1.25x (equivalent to $1.25 of debt
outstanding for each $1 of equity).

 14. The risk factor disclosed on page 36 states that the disposition of the Company’s investments
may result in contingent liabilities. Please highlight the contingent liabilities that may relate to any of the Company’s
investments in the risk factor and corresponding notes to the financial statements.

The Company acknowledges the Staff’s
comment and respectfully submits that it is not aware of any material contingent liabilities associated with portfolio investments.
The Company hereby undertakes to include appropriate disclosure in the risk factor and in the notes to the financial statements
of the Company if it becomes aware of any such potential claims.

 15. In the “Selling Stockholders” table on page 118, please update the amounts and percentages
beneficially owned by the stockholders identified in the table.

        United States Securities and Exchange Commission

October 11, 2018

Page 6

The Company acknowledges the Staff’s
comment and has revised the Selling Stockholders table to reflect updated ownership of H.I.G. Bayside Debt & LBO Fund II, L.P.
and H.I.G. Bayside Loan Opportunity Fund II, L.P. (together, the “Bayside Funds”) as a result of the sale disclosed
in the Company’s Form 8-K filed on September 4, 2018.

Specifically, the Company has included
the following disclosure in the notes to the Selling Stockholders table:

“Due to their control of
the general partner of each of H.I.G. Bayside Debt & LBO Fund II, L.P. and H.I.G. Bayside Loan Opportunity Fund II,
L.P., Messrs. Mnaymneh and Tamer may each be deemed to be beneficial owners of common stock in the Company. Messrs. Mnaymneh
and Tamer each disclaim beneficial ownership of shares of common stock held by H.I.G. Bayside Debt & LBO Fund II, L.P.
and H.I.G. Bayside Loan Opportunity Fund II, L.P. (except to the extent of their pecuniary interest therein), and they have
not sold any shares of the Company’s common stock personally owned.”

* * * * * * * * *

If you have any questions, please feel
free to contact the undersigned by telephone at 617.728.7120 (or by e-mail at thomas.friedmann@dechert.com). Thank you for your
cooperation and attention to this matter.

Sincerely,

/s/ Thomas Friedmann

Thomas Friedmann

 cc: Stuart Aronson, WhiteHorse Finance, Inc.

Edward J. Giordano,
WhiteHorse Finance, Inc.

CORRESP
1
filename1.htm

    One
                                         International Place, 40th Floor

                                         100 Oliver Street

                                         Boston, MA 02110-2605

+1 617 728 7100 Main

+1 617 426 6567 Fax

www.dechert.com

    Thomas
                                Friedmann

    thomas.friedmann@dechert.com

+1 617 728 7120 Direct

+1 617 275 8389 Fax

June 15, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: John Ganley

 Re: WhiteHorse Finance, Inc.

Registration
Statement on Form N-2

File Numbers 333-217093 and 814-00967

Ladies and Gentlemen:

On behalf of WhiteHorse Finance, Inc.,
a Delaware corporation (the “Company”), we hereby respond to the comment raised by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in phone calls between Mr. John Ganley of the Staff
and Thomas Friedmann of Dechert LLP, outside counsel to the Company, on June 13, 2017 and June 14, 2017. For your convenience,
a transcription of the Staff’s comment is included in this letter (in italics) followed by the response. Capitalized terms
used in this letter and not otherwise defined shall have the meanings specified in the Company’s registration statement on
Form N-2 (Registration Nos. 333-217093 and 814-00967) (the “Registration Statement”).

 1. In the section entitled “Distribution Reinvestment Plan” of the Registration Statement,
we note the disclosure of a $15.00 transaction fee and $0.10 per share brokerage commission assessed on shares of the Company’s
common stock issued under the Company’s distribution reinvestment plan. Please disclose this fee in the table in the section
entitled “Fees and Expenses” (the “Fees and Expenses Table").

The Company hereby undertakes in future
filings with the Commission to disclose in the Fees and Expenses Table the $15.00 transaction fee and $0.10 per share brokerage
commission, or such other amounts charged by the plan administrator, assessed on shares of the Company’s common stock issued
under the Company’s distribution reinvestment plan in the same manner as similarly situated registrants are required to disclose
such fees.

* * * * * * * * *

United States Securities and Exchange Commission

June 15, 2017

Page 2

If you have any questions, please feel
free to contact the undersigned by telephone at 617.728.7120 (or by e-mail at thomas.friedmann@dechert.com). Thank you for your
cooperation and attention to this matter.

Sincerely,

/s/ Thomas J. Friedmann

Thomas J. Friedmann

 cc: Stuart Aronson, WhiteHorse Finance, Inc.

Edward J. Giordano,
WhiteHorse Finance, Inc.

CORRESP
1
filename1.htm

WHITEHORSE FINANCE, INC.

1450 BRICKELL AVENUE, 31ST FLOOR

MIAMI, FLORIDA 33131

June 9, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: John Ganley and Kenneth Ellington

 Re: WhiteHorse Finance, Inc.

Registration Statement on Form N-2

File Numbers 333-217093 and 814-00967

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, WhiteHorse Finance, Inc., a Delaware corporation (the “Registrant”), respectfully requests
acceleration of the effective date of Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2
(File No. 333-217093) (the “Registration Statement”) so that the Registration Statement may be declared
effective at 12:00 PM, Eastern Time, on Tuesday, June 13, 2017, or as soon as practicable thereafter.

We request that we be notified of such
effectiveness by a telephone call to Thomas J. Friedmann of Dechert LLP at (617) 728-7120, and that such effectiveness also be
confirmed in writing. Thank you for your cooperation and attention to this matter.

Sincerely,

WhiteHorse Finance, Inc.

    By:
    /s/ Edward J. Giordano

    Name:
    Edward J. Giordano

    Title:
    Interim Chief Financial Officer

    cc:
    Stuart Aronson, WhiteHorse Finance, Inc.

    John Bolduc, WhiteHorse Finance, Inc.

    Thomas J. Friedmann, Dechert LLP

CORRESP
1
filename1.htm

        One International Place, 40th Floor

        100 Oliver Street

        Boston, MA 02110-2605

        +1 617 728 7100 Main

        +1 617 426 6567 Fax

        www.dechert.com

        Thomas Friedmann

        thomas.friedmann@dechert.com

        +1 617 728 7120 Direct

        +1 617 275 8389 Fax

June 2, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: John Ganley and Kenneth Ellington

 Re: WhiteHorse Finance, Inc.

Registration Statement on Form N-2

File Numbers 333-217093 and 814-00967

Ladies and Gentlemen:

On behalf of WhiteHorse Finance, Inc.,
a Delaware corporation (the “Company”), we hereby respond to the comment raised by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in a phone call between Mr. John Ganley of the
Staff and Thomas Friedmann of Dechert LLP, outside counsel to the Company, on June 1, 2017. For your convenience, a transcription
of the Staff’s comment is included in this letter (in italics) followed by the response. Capitalized terms used in this letter
and not otherwise defined shall have the meanings specified in the Registration Statement.

 1. In the section entitled “Fees and Expenses,” in future filings please round all
dollar figures to the nearest dollar and all percentages to the nearest hundredth of one percent as required by General Instruction
3 to Item 3 of Form N-2.

The Company hereby undertakes in future
filings to round all dollar figures to the nearest dollar and all percentages to the nearest hundredth of one percent.

* * * * * * * * *

        United States Securities and

Exchange Commission

        June 2, 2017

        Page 2

If you have any questions, please feel
free to contact the undersigned by telephone at 617.728.7120 (or by e-mail at thomas.friedmann@dechert.com). Thank you for your
cooperation and attention to this matter.

Sincerely,

/s/ Thomas J. Friedmann

Thomas J. Friedmann

 cc: Stuart Aronson, WhiteHorse Finance, Inc.

Edward J. Giordano,
WhiteHorse Finance, Inc.

CORRESP
1
filename1.htm

        One International Place, 40th Floor

        100 Oliver Street

        Boston, MA 02110-2605

        +1 617 728 7100 Main

        +1 617 426 6567 Fax

        www.dechert.com

        Thomas Friedmann

        thomas.friedmann@dechert.com

        +1 617 728 7120 Direct

        +1 617 275 8389 Fax

May 17, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: John Ganley and Kenneth Ellington

 Re: WhiteHorse Finance, Inc.

Registration Statement on Form N-2

File Numbers 333-217093 and 814-00967

Ladies and Gentlemen:

On behalf of WhiteHorse Finance, Inc.,
a Delaware corporation (the “Company”), we hereby respond to the comments raised by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in phone calls between (i) Mr. Kenneth Ellington
of the Staff and Thomas Friedmann of Dechert LLP, outside counsel to the Company, on April 19, 2017 and (ii) Mr. John Ganley of
the Staff and Thomas Friedmann and Owen Williams of Dechert LLP on May 1, 2017. The Company has filed with the Registration Statement
on Form N-2 (Registration Nos. 333-217093 and 814-00967) (the “Registration Statement”) in response to the Staff’s
comments. For your convenience, a transcription of the Staff’s comments is included in this letter (in italics), and each
comment is followed by the applicable response. Capitalized terms used in this letter and not otherwise defined shall have the
meanings specified in the Registration Statement.

General

 1. We note that the Company’s previous registration statement on Form N-2 (Registration No.
333-196436) (the “Previous Registration Statement”), and the prospectus contained therein, contain financial
information and statements for the fiscal year ended December 31, 2014. Because such information is stale according to Section
10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”), please represent that the Company
will not use the Previous Registration Statement or the prospectus contained therein to offer or sell securities.

   United States Securities and

Exchange Commission

May 17, 2017

Page 2

The Company acknowledges the Staff’s
comment and hereby represents that it will not use the Previous Registration Statement or the prospectus contained therein to offer
or sell securities.

 2. Please undertake that the Company will only offer debt securities titled “senior”
debt if there exists at the time of such offering other outstanding debt which is subordinated in right of payment to the securities
being so offered.

The Company hereby undertakes that, in
the future, it will only offer debt securities titled “senior” debt if there exists at the time of such offering other
outstanding debt which is subordinated in right of payment to the securities being so offered.

Fees and Expenses

 3. With respect to the line item “Acquired Fund Fees and Expenses” in the Table and
Footnote 7 thereto, please explain why the amount stated is 0%.  Recalculate and disclose the correct percentage of indirect
fees charged by NMFC Senior Loan Program I LLC (“NMFC”) in respect of the Company’s investment in NMFC.
If the amount of fees charged by NMFC as a percentage of overall expenses is negligible due to rounding, disclose the actual amount
in Footnote 7.

The Company acknowledges the Staff’s
comment and has disclosed in the line item “Acquired Fund Fees and Expenses” the correct percentage of indirect fees
and expenses charged by NMFC in respect of the Company’s investment in NMFC. The Company has also revised the corresponding
Footnote 7 to explain the percentage stated.

 4. Please confirm the inclusion of the second paragraph of Footnote 8 to the Fees and Expenses
Table.  It appears to be part of Footnote 5.  Please explain its inclusion in this footnote or move.

As requested, the Company has revised the
Registration Statement to move the additional paragraphs from Footnote 8 to Footnote 5.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

 5. Under “Consolidated Results of Operations – Net Realized and Unrealized Gains and
Losses on Investments,” please supplementally explain the meaning of or revise the sentence reading “The increase in
realized and unrealized gains on investments was primarily attributable to the recognition of unrealized loss in our investment
in RCS Capital Corporation during the fourth quarter of 2015.”

As requested, the Company has revised the
relevant sentence in the Registration Statement.

   United States Securities and

Exchange Commission

May 17, 2017

Page 3

Portfolio Companies

 6. Please include in the table the percentage of the class of securities held by the Company for
each portfolio company investment.  See Item 8.6(a)(3) of Form N-2.

As requested, the Company has revised the
Registration Statement to include in the table the percentage of the class of securities held by the Company for each portfolio
company investment, in accordance with Item 8.6(a)(3) of Form N-2.

The Adviser and the Administrator

 7. Under “The Adviser and the Administrator – Investment Advisory Agreement –
Board of Directors’ Approval of the Investment Advisory Agreement,” revise the discussion of the factors considered
by the Company’s board of directors (the “Board”) in approving the Company’s investment advisory
agreement (the “Investment Advisory Agreement”) with H.I.G. WhiteHorse Advisers, LLC to provide the specificity
required by Item 24(6)(f) of Form N-2.  Note that, under the instructions to this item, conclusory statements or a list of
factors are not sufficient and each factor should be related to the specific circumstances considered by the Board, including relevant
examples.

The Company respectfully submits that the requirements of Item 24(6)(f) of Form N-2 do not apply to business development companies, which do not, and are not required to, provide annual and semi-annual reports to shareholders pursuant to Section 30(e) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder.  However, the Company has revised the Registration Statement to indicate that the Board did not identify any particular factor that it considered as controlling in its decision to approve the Investment Advisory Agreement.

Determination of Net Asset Value

 8. Under “Determinations in Connection with Offerings,” please consider deleting the
third paragraph which is unnecessary given the discussion of the Company’s interim determination of net asset value in the
preceding paragraphs.

The Company acknowledges the Staff’s
comment and has deleted the third paragraph under “Determinations in Connection with Offerings.”

   United States Securities and

Exchange Commission

May 17, 2017

Page 4

 9. Under “Determinations in Connection with Offerings,” please revise the final sentence
in the fifth paragraph of the section entitled “Determination of Net Asset Value – Determinations in Connection with
Offerings” to reference the requirement that the Company be qualified to register its securities on Form S-3 in order to
file a post-effective amendment to the Registration Statement.

As requested, the Company has revised the
relevant sentence in the Registration Statement.

Consolidated Financial Statements

 10. In the Statements of Changes in Net Assets, include in future filings the source or sources
of each change as required by Rule 6.09(3) of Regulation S-X under the Securities Act.  Specifically, state separately distributions
from investment income – net, realized gain from investment transactions – net, and other sources.

The Company acknowledges the Staff’s
comment and makes reference to the Consolidated Statements of Changes in Net Assets wherein the Company has effected this presentation
via columnar format within each of the Statements conforming to the requirements of Rule 6.09(3) of Regulation S-X under the Securities
Act.

 11. In Note 5 to the Consolidated Schedule of Investments, there is a statement that qualifying
assets equaled 83% of total assets of the Company as of December 31, 2016.  However, in Footnote 5 to the Portfolio Companies
table on page 84, qualifying assets are stated to have been 86% of total assets of the Company as of December 31, 2016.  Explain
the discrepancy or correct.

As of December 31, 2016, qualifying assets
equaled 83% of the total assets of the Company. The Company has revised the Registration Statement to correct Footnote 5 to the
Portfolio Companies table on page 84 to state the correct percentage of total assets of the Company that were qualifying assets
as of March 31, 2017.

 12. In the Consolidated Schedule of Investments, include investments in and advances to affiliates
as required by Rule 12-14 of Regulation S-X under the Securities Act.

The Company acknowledges the Staff’s
comment and hereby undertakes to include the disclosure in future filings to report investments in and advances to affiliates as
required by Rule 12-14 of Regulation S-X under the Securities Act.

   United States Securities and

Exchange Commission

May 17, 2017

Page 5

 13. In Note 2 – Summary of Significant Accounting Policies to the Consolidated Financial Statements,
explain how the Company complies with Accounting Standards Codification Topic 946 (ASU 2013-08) (“ASC Topic 946”)
as required.

The Company acknowledges the Staff’s
comment and hereby undertakes to revise, in future filings, Note 2 – Summary of Significant Accounting Policies to the Consolidated
Financial Statements to explain that the Company is an investment company and complies with ASC Topic 946.

 14. In Note 4 – Fair Value Measurements to the Consolidated Financial Statements, there is
disclosure stating that a significant increase or decrease in an unobservable input would result in a significant change in the
fair value measurement.  Such changes need not be significant under the applicable rules.  Revise this disclosure and
enhance related disclosure in all future filings.

The Company acknowledges the Staff’s
comment and hereby undertakes to revise the disclosure in future filings to clarify that any changes, and not only significant
changes, in unobservable inputs could result in significantly higher or lower fair value measurements.

 15. In Note 5 – Borrowings to the Consolidated Financial Statements, note the actual interest
rate for each borrowing the relevant reporting periods (i.e., ____%, not LIBOR + ____%).

The Company acknowledges the Staff’s
comment and hereby undertakes to revise, in future filings, Note 5 – Borrowings to explicitly state the interest rate in
effect for the relevant reporting period(s).

 16. In Note 8 – Financial Highlights to the Consolidated Financial Statements, in future filings
report the character of sources of income in accordance with Item 4 of Form N-2.

The Company acknowledges the Staff’s
comment and hereby undertakes to revise the disclosure in future filings to report in Note 8 – Financial Highlights the character
of sources of income and distributions in accordance with Item 4 of Form N-2.

 17. In Note 9 – Income Taxes to the Consolidated Financial Statements, disclose in each case
gross unrealized appreciation, gross unrealized depreciation as well as net unrealized appreciation and net unrealized depreciation,
in each case on a tax basis as required by Footnote 8 to Rule 12-12 under Regulation S-X.

The Company acknowledges the Staff’s
comment and respectfully submits that for each of the fiscal years ended December 31, 2016, 2015 and 2014, the Company disclosed
the cost of the Company’s investments as well as the related net unrealized appreciation or depreciation of such investments,
each of which on a tax basis, in Note 9 – Income Taxes to the Company’s Annual Reports on Form 10-K. The Company hereby
undertakes to revise the disclosure in future audited financial statements to also disclose in the discussion of cost of investments
the gross unrealized appreciation, gross unrealized depreciation, net unrealized appreciation and net unrealized depreciation,
in each case as appropriate and on a tax basis.

   United States Securities and

Exchange Commission

May 17, 2017

Page 6

 18. In all future Periodic Reports on Form 10-Q and Form 10-K, in the discussion of cost of investments,
include gross unrealized appreciation, gross unrealized depreciation, net unrealized appreciation and net unrealized depreciation.

The Company acknowledges
the Staff’s comment and respectfully submits that, based on the Company’s review of relevant regulations and precedents
and discussions with its independent registered public accounting firm, it is not required to disclose an estimate of the tax cost
of its investments on a quarterly basis. However, the Company hereby undertakes to estimate in the future the tax cost of the Company’s
investments on a quarterly basis as well as provide a description of any such difference, and, should there exist a material difference
between the book cost and estimated tax cost of the Company’s investments in any quarter, to revise the disclosure in such
corresponding Quarterly Report on Form 10-Q to include in the discussion of cost of investments the gross unrealized appreciation,
gross unrealized depreciation, net unrealized appreciation and net unrealized depreciation, in each case estimated and on a tax
basis. Should the difference be immaterial, the Company hereby undertakes to so state in future Quarterly Reports on Form 10-Q.

The Company also respectfully
submits that for each of the fiscal years ended December 31, 2016, 2015 and 2014, the Company disclosed the cost of the Company’s
investments as well as the related net unrealized appreciation or depreciation of such investments, each of which on a tax basis,
in Note 9 – Income Taxes to the Company’s Annual Reports on Form 10-K. The Company hereby undertakes to revise the
disclosure in future Annual Reports on Form 10-K to also include in the discussion of cost of investments the gross unrealized
appreciation, gross unrealized depreciation, net unrealized appreciation and net unrealized depreciation, in each case as appropriate
and on a tax basis, a description of any material differences between the book and tax cost of the Company’s investments
as well as the related impact on the Company’s gross unrealized appreciation, gross unrealized depreciation, net unrealized
appreciation and net unrealized depreciation, in each case on a tax basis. Should the difference be immaterial, the Company hereby
undertakes to so state in future Annual Reports on Form 10-K.

   United States Securities and

Exchange Commission

May 17, 2017

Page 7

 19. Confirm in correspondence that all wholly owned or substantially wholly owned subsidiaries are
consolidated in the consolidated financial statements of the Company.

The Company acknowledges the Staff’s
comment. The Company hereby confirms that all of its wholly owned or substantially wholly owned subsidiaries during the time periods
presented have been consolidated on the Company’s financial statements.

* * * * * * * * *

If you have any questions, please feel
free to contact the undersigned by telephone at 617.728.7120 (or by e-mail at thomas.friedmann@dechert.com). Thank you for your
cooperation and attention to this matter.

Sincerely,

/s/ Thomas J. Friedmann

Thomas J. Friedmann

 cc: Stuart Aronson, WhiteHorse Finance, Inc.

Edward J. Giordano, WhiteHorse Finance,
Inc.

CORRESP
1
filename1.htm

    One
                                         International Place, 40th Floor

                                         100 Oliver Street

                                         Boston, MA 02110-2605

+1 617 728 7100 Main

+1 617 426 6567 Fax

www.dechert.com

    Thomas
                                Friedmann

    thomas.friedmann@dechert.com

+1 617 728 7120 Direct

+1 617 275 8389 Fax

June 17, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: Anu Dubey

 Re: WhiteHorse Finance, Inc.

Proxy Statement for 2016 Annual Meeting of Stockholders

Ladies and Gentlemen:

On June 6, 2016, WhiteHorse Finance Inc., a Delaware corporation
(the “Company”), filed with the Securities and Exchange Commission (the “Commission”) a preliminary
Proxy Statement for its Annual Meeting of Stockholders (the “Proxy Statement”) to consider (1) a proposal to
elect one director of the Company and (2) a proposal to authorize the Company to sell shares of its common stock, during the next
twelve months, at a price or prices below the Company’s then current net asset value per share. On behalf of the Company,
we hereby respond to the comments raised by the staff (the “Staff”) of the Commission in a telephone conversation
between Anu Dubey of the Staff and Shashi Khiani and Owen T. Williams, outside counsel to the Company, on June 14, 2016.

For your convenience, the Staff’s comments are included
in this letter and are followed by the applicable response. Capitalized terms used in this letter and not otherwise defined herein
shall have the meanings specified in the Proxy Statement.

 1. With respect to the disclosures in the “Notice of Annual Meeting” filed with the
Proxy Statement and under “Adjournment and Additional Solicitation” at the bottom of page 2 of the Proxy Statement,
please note that the Proxy Statement may not confer upon the proxy holders the discretionary authority to adjourn with the shareholder
vote if the adjournment of the meeting is intended as a means for soliciting additional proxies, as such an adjournment is not
considered a “matter incident to the conduct of the meeting” under Rule 14a-4(c)(7) under the Securities Exchange Act
of 1934, as amended. Please revise the Proxy Statement to clarify that the proxy holders do not have discretionary authority to
adjourn with the shareholder vote in order to solicit additional proxies.

    United States Securities and Exchange Commission

June 17, 2016

Page 2

The Company notes the Staff’s comment and has revised
the disclosure to clarify that discretionary adjournment applies solely in the event that a quorum is not obtained.

 2. Under “The Board’s Composition and Leadership Structure” on page 7, please
disclose when the Company expects to appoint an independent director to its board of directors in order to comply with Section
56 of the Investment Company Act of 1940, as amended.

The Company notes the Staff’s comment and has revised
the Proxy Statement to disclose the date by which the Company intends to appoint an independent director to its board of directors.

 3. Under “Investment Advisory Agreement” on page 12, please describe the types of securities
in which your investment adviser may invest that are not fully aligned with the interests of your stockholders.

The Company notes the Staff’s comment and respectfully
submits that, because there is no present intention to invest in any securities which are not aligned with the interests of its
stockholders, it would be misleading to include such disclosure in the Proxy Statement. In the event that the Company has such
an intention, it will include such disclosure in its other public filings.

 4. Please disclose the percentage limit below net asset value (“NAV”) at which
the Company may sell its shares (or if there is no such limit, please disclose that fact) in each below-NAV offering.

The Company notes the Staff’s comment and has revised
the Proxy Statement to disclose that there is no limit on the amount below NAV at which the Company may sell its shares in each
below-NAV offering.

 5. Under “Examples of Dilutive Effect of the Issuance of Shares of Common Stock Below NAV
– Impact on Existing Stockholders who do not Participate in the Offering,” and “– Impact on New Investors,”
please revise “Example 4” in the tables provided on pages 20 and 22 of the Proxy Statement to show the potential NAV
dilution from an offering with the highest discount permitted under Delaware law.

The Company notes the Staff’s comment and respectfully
submits that, because the purpose of the proxy statement is to provide information to existing stockholders, not to act as a prospectus
for new investors, the proposed edits would not improve the disclosure in a meaningful way for its intended recipients. Furthermore,
the Company previously revised the tables specified above to set forth the effect of a 25% Offering at a 100% Discount to NAV,
pursuant to comment 12 from the Staff as described in the Company’s correspondence filed with the Commission on August 14,
2015. Also, the requested disclosure is not commonly provided in the “existing stockholder” or “new investor”
tables in the proxy statements of the Company’s peer business development companies.

* * * * * * * * *

    United States Securities and Exchange Commission

June 17, 2016

Page 3

The Company hereby acknowledges that (i) it is responsible for
the adequacy and accuracy of the disclosure in its filings with the Commission, (ii) 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 (iii) the Company
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 617.728.7120 (or by facsimile at 617.275.8389). Thank you for your cooperation and attention to this matter.

Very truly yours,

/s/ Thomas J. Friedmann

Thomas J. Friedmann

 cc: Stuart Aronson, WhiteHorse Finance, Inc.

CORRESP
1
filename1.htm

WHITEHORSE
FINANCE, INC.

1450
BRICKELL AVENUE, 31st FLOOR

MIAMI, FLORIDA 33131

August 25, 2015

VIA EDGAR AND E-MAIL

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, Inc.

Registration
Statement on Form N-2

File
Numbers 333-196436; 814-00967

Dear Commissioners:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
WhiteHorse Finance, Inc., a Delaware corporation (the “Company”), respectfully requests acceleration of the
effective date of its Registration Statement on Form N-2 (File No. 333-196436) (as amended, the “Registration Statement”)
so that such Registration Statement may be declared effective at 4:00 p.m. on August 27, 2015, or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone
call to Thomas J. Friedmann of Dechert LLP at (617) 728-7120 and that such effectiveness also be confirmed in writing.

The Company hereby acknowledges that (i) should the Securities
and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”),
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

    Very truly yours,

    WhiteHorse Finance, Inc.

    By:
    /s/ Gerhard Lombard

    Name:
    Gerhard Lombard

    Title:
    Chief Financial Officer and Treasurer

CORRESP
1
filename1.htm

        One International Place, 40th Floor

        100 Oliver Street

        Boston, MA 02110-2605

        +1 617 728 7100 Main

        +1 617 426 6567 Fax

        www.dechert.com

        Thomas Friedmann

        thomas.friedmann@dechert.com

        +1 617 728 7120 Direct

        +1 617 275 8389 Fax

August 20, 2015

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:

On August 20, 2015, WhiteHorse Finance, Inc., a Delaware corporation
(the “Fund”), filed with the Securities and Exchange Commission (the “Commission”) Post-effective
Amendment No. 3 (“Amendment No. 3”) to its Registration Statement on Form N-2 filed by the Fund with the Commission
on June 2, 2014 (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 telephone call on August 19,
2015, between Edward P. Bartz of the Staff and Thomas J. Friedmann of Dechert LLP, outside counsel to the Fund. For your convenience,
a transcription of the Staff’s comments is included in this letter, and each comment is followed by the applicable response.
Except as provided in this letter, terms used in this letter have the meanings given to them in the Registration Statement.

Fees and Expenses Table

 1. Review and revise the amounts shown in the Example following the Fees and Expenses Table for the periods indicated as
well as in the disclosure immediately following such Example.

Response: As requested and as discussed in a
conversation between Gerhard Lombard of the Fund and Chad Eskelton of the Staff on August 20, 2015, the Fund has recalculated
and revised in Amendment No. 3 the amounts set forth in the Example following the Fees and Expenses Table and in
the disclosure following the Example.

     United States Securities and Exchange Commission

August 20, 2015

Page 2

Portfolio Companies

 2. With reference to Note 7 in the Notes to Consolidated Financial Statements of the Fund, if the Fund does not treat its
unfunded commitments as senior securities, confirm that the Fund has cash or other liquid assets sufficient to cover the aggregate
amount of its unfunded commitments outstanding as of the relevant balance sheet date and as of a date within 30 days of the Registration
Statement.

Response: The Fund respectfully submits that unfunded
commitments of the types provided for in loan agreements with its portfolio companies are not, and should not be treated as, senior
securities for purposes of determining the Fund’s compliance with the provisions of the 1940 Act and the rules and regulations
thereunder. However, without conceding this point, the Fund hereby confirms that, as of each of June 30, 2015 (the date of the
Fund’s most recent balance sheet) and July 31, 2015, the Fund complied with the 200% asset coverage test set forth in Section
61 of the 1940 Act.

* * * * * * * * * *

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 617.728.7120 (or by email at thomas.friedmann@dechert.com). 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

CORRESP
1
filename1.htm

        One International Place

        40th Floor

        100 Oliver Street

        Boston, MA 02110-2605

        +1 617 728 7100 Main

        +1 617 426 6567 Fax

        www.dechert.com

        Thomas Friedmann

        thomas.friedmann@dechert.com

        +1 617 728 7120 Direct

        +1 617 275 8389 Fax

August 14, 2015

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:

On August 14, 2015, WhiteHorse Finance, Inc., a Delaware corporation
(the “Fund”), filed with the Securities and Exchange Commission (the “Commission”) Post-effective
Amendment No. 2 (“Amendment No. 2”) to its Registration Statement on Form N-2 filed by the Fund with the Commission
on June 2, 2014 (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 telephone calls on July 6, 2015
and July 7, 2015, between Edward P. Bartz of the Staff and Thomas J. Friedmann of Dechert LLP, outside counsel to the Fund. For
your convenience, a transcription of the Staff’s comments is included in this letter, and each comment is followed by the
applicable response. Except as provided in this letter, terms used in this letter have the meanings given to them in the Registration
Statement.

Prospectus Cover Page

 1. Delete the parenthetical in the last sentence of the first paragraph stating that the approximate amount of capital under
management of H.I.G. Capital, L.L.C. as of March 31, 2015 was “based on capital commitments” and restate the amount
of capital under management of H.I.G. Capital, L.L.C. as of such date (or a more recent date) excluding undrawn commitments of
capital.

Response: As discussed, the Fund respectfully submits
that a restatement of the amount of capital under management by H.I.G. Capital, L.L.C. based upon the actual amount of capital
drawn and funded as of the applicable date would be inconsistent with the disclosure requirements of Form ADV (which requires inclusion
of undrawn commitments of capital in the calculation of assets under management). The Fund has revised the applicable disclosure
to be consistent with the amount of assets under management as calculated for Form ADV.

        United States Securities and Exchange Commission

        August 14, 2015

        Page 2

 2. Include in your response letter to the comments of the Staff to be filed with Amendment No. 2 a supplemental undertaking
that the Fund will only issue debt securities titled “senior” debt if there exists other outstanding debt on the date
of issuance which is subordinated in right of payment to the securities being issued.

Response: As requested, the Fund hereby agrees that,
in the future, it will only issue debt securities titled “senior” debt if there exists other outstanding debt on the
date of issuance which is subordinated in right of payment to the securities being issued.

 3. Explain why no preliminary proxy was filed by the Fund with the Commission in connection with the Fund’s proposal
to its stockholders in connection with its 2014 proxy solicitation to be permitted to issue shares of common stock at a price below
the net asset value (“NAV”) per share subject to certain limitations.

Response: The Fund acknowledges that it should have filed
a preliminary proxy with the Commission prior to soliciting proxies from its stockholders in connection with its 2014 annual meeting
of stockholders. The Fund identified this oversight in preparing its 2015 proxy statement and submitted a preliminary proxy for
review by the Commission prior to soliciting proxies from its stockholders for its 2015 stockholders’ meeting, as is appropriate
under the guidance of the Staff in connection with non-routine matters such as approval of the appointment of an independent audit
firm and election of directors. The Fund hereby confirms to the Staff that, while the stockholders of the Fund did approve by the
margin required under the 1940 Act the Fund’s proposal to be able to issue and sell shares of common stock at a price below
NAV, the Fund did not utilize such flexibility during the period covered by such approval. The Fund hereby undertakes to file a
preliminary proxy statement for review by the Staff of the Commission in connection with any future submission to stockholders
of any non-routine matters.

 4. Include in your response letter to the comments of the Staff to be filed with Amendment No. 2 a supplemental undertaking
(1) to file as an exhibit to the Registration Statement an unqualified opinion of counsel with respect to the legality of any class
of securities registered under the Registration Statement and (2) to make appropriate filings with the Financial Industry Regulatory
Authority (“FINRA”) so as to qualify with FINRA any underwritten offerings of securities registered under the
Registration Statement.

        United States Securities and Exchange Commission

        August 14, 2015

        Page 3

Response: The Fund hereby undertakes (1) to file as an
exhibit to the Registration Statement an unqualified opinion of counsel with respect to the legality of any class of securities
registered under the Registration Statement and (2) to make appropriate filings with FINRA so as to qualify any underwritten offerings
of securities registered under the Registration Statement.

Fees and Expenses Table

 5. In the item on the table captioned “Base management fees, net of fees waived,” delete the words “net
of fees waived” and revise the amount shown in the table for such item on a gross basis excluding the effect of any fee waivers.

Response: As requested, the Fund has restated the captioned
item in the Fees and Expenses Table and revised in Amendment No. 2 the amount of base management fees incurred by the Fund to the
Adviser during the applicable period on a gross basis without giving effect to any fee waiver then in effect.

 6. Review and revise the amounts shown in the Example following the Fees and Expenses Table for the periods indicated as
well as in the disclosure immediately following such Example.

Response: As requested, the Fund has recalculated and
revised the amounts set forth in the Example following the Fees and Expenses Table as well as in the disclosure following the Example.

 7. Disclose that the Example following the Fees and Expenses Table does not include any sales load. Further confirm supplementally
that if, in the future, the Fund issues and sells any shares of common stock to which the Fees and Expenses Table relates with
a sales load, the Fund will include in the prospectus supplement related to such issuance a revised example that reflects the effect
of such sales load.

Response: As requested, the Fund has added disclosure
in the Example following the Fees and Expenses Table stating that the amounts shown do not include any sales load. The Fund hereby
confirms supplementally that if, in the future, the Fund issues and sells any shares of common stock under the Registration Statement
with a sales load, the Fund will include in the prospectus supplement related to such issuance a revised example that reflects
the effect of such sales load.

        United States Securities and Exchange Commission

        August 14, 2015

        Page 4

Risk Factors

 8. Under the caption “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,” please add back the sentence which appeared in the prior shelf registration
statement of the Fund stating, “A return of capital is a return to investors of a portion of their original investment in
the Company rather than income or capital gains.”

Response: As requested, the Fund has added the requested
disclosure.

Distributions

 9. Add a separate column to the right side of the table under the caption “Distributions” setting forth the
estimated return of capital, if any, for each period. If such return of capital is not available for interim periods, include annual
sums/totals for each annual period covered by the table.

Response: The Fund respectfully submits that there has
been no return of capital for any period presented in the table. Accordingly, the Fund has disclosed immediately after the table
that, for all periods presented, there was no return of capital included in any distribution. If, in the future, the Fund experiences
a return of capital, it will add a separate column to the table enumerating the amount of such return of capital.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

 10. In the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Consolidated
Results of Operations” and in the Fund’s future financial statements, disclose the amount of total investment income
of the Fund that is non-recurring and describe the impact of non-recurring fee income on the Fund’s net investment income
and yield. See the Minutes of the AICPA Expert Panel Meeting of September 16, 2014.

Response: As requested, the Fund has included under the
caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results
of Operations” the amount of total investment income of the Fund that is non-recurring. The Fund respectfully submits
that it does not include non-recurring fee income in its calculation of yield and that any non-recurring fee income is treated
as a one-time fee.

        United States Securities and Exchange Commission

        August 14, 2015

        Page 5

Price Range of Common Stock

 11. Revise the table set forth under the caption “Price Range of Common Stock,” to correctly indicate that each
entry under the columns Premium/(Discount) of High Sales price to NAV and (Discount) of Low Sales Price to NAV has a parenthetical
around it, reflecting a negative percentage.

Response: As requested, the Fund has revised the Price
Range of Common Stock table to reflect correctly which percentages are negative. Additionally, the Fund has disclosed immediately
after the table that, for all periods presented, there was no return of capital included in any distribution.

Sales of Common Stock Below Net Asset Value

 12. In the tables under the captions, “Sales of Common Stock Below Net Asset Value —Impact on Existing Stockholders
who do not Participate in the Offering” and “—Impact on New Investors,” add an additional column indicating
the effect of a 25% Offering at a 100% Discount to NAV. Alternatively, state affirmatively that the Fund will not offer below a
certain percentage discount and include an example reflecting such discount and a 25% offering.

Response: As requested, the Fund has added an additional
column to the tables specified above setting forth the effect of a 25% Offering at a 100% Discount to NAV. The Fund has also added
disclosure stating that such example is included for illustrative purposes only and that its directors would be unable to approve
such an offering under Delaware law.

Portfolio Companies

 13. Under the caption “Portfolio Companies,” include more a more detailed description of each portfolio company
that exceeds five percent of the Fund’s assets. See Instruction 1 to Item 6A of Form N-2.

Response: As requested, the Fund has provided additional
information regarding the specified portfolio companies.

 14. With respect to the portfolio company NMFC Senior Loan Program I LLC, explain why the Fund has not marked this investment
as an affiliate of the Fund in the Table of Investments and in the Consolidated Schedule of Investments included in the Fund’s
financial statements and why information required under Item 12-14 under Regulation S-X for the periods ended December 31, 2014
and March 31, 2015 is not included with respect to such investment. In addition, the Staff notes that two other investors in this
portfolio company, both of which are business development companies (Business Development Corporation of America (“BDCA”)
and New Mountain Finance Corporation (“New Mountain”)), have determined that the fair value of this investment
is less than its initial cost. Explain supplementally in the Fund’s response to these comments why the Fund continues to
value this investment at cost.

        United States Securities and Exchange Commission

        August 14, 2015

        Page 6

Response: As requested, the Fund has revised
its Table of Investments and Consolidated Schedule of Investments to reflect the fact that NMFC Senior Loan Program I LLC is
an affiliate and has included appropriate disclosure regarding such investment in the Table of Investments and in
the Consolidated Schedule of Investments for the period ended June 30, 2015. In addition, the Fund undertakes to include
such additional information with respect to this investment in its annual financial statements in future periods for as long
as such investment exceeds the applicable reporting threshold. The Fund respectfully submits that its adviser and the board
of directors of the Fund determined that, in accordance with the Fund’s established valuation procedures, the fair
value of this portfolio company as of June 30, 2015 was the same as the Fund’s cost basis in such portfolio company.
The Fund notes that the valuations for this investment determined by BDCA and New Mountain as of June 30, 2015, while lower
than the fair value determined by the Fund, did not significantly differ from such fair value. Additionally, NMFC was
selected for independent third party valuation for the quarter ended June 30, 2015, which valuation was consistent with that
of the Fund’s adviser and considered by the Fund’s  board of directors in its determination of the Fund’s
net asset value, and modifications to the fair value of NMFC are reflected in the Fund’s interim financial statements
for the three months ended June 30, 2015.

 15. Include in footnote 7 to the Table of Investments the total percentage of assets of the Fund that did not qualify as
investments in eligible portfolio companies for the period ended June 30, 2015 and in all future periods. Also include such disclosure
in the equivalent footnote to the Consolidated Schedule of Investments in the Fund’s financial statements in future periods.

Response: As requested, the Fund has added to its Table
of Investments the total percentage of Fund investments that were not in eligible portfolio companies as of June 30, 2015 and undertakes
to include such disclosure for each relevant balance sheet date in the Table of Investments and in the Consolidated Schedule of
Investments included in the Fund’s financial statements.

 16. With reference to Note 7 in the Notes to Consolidated Financial Statements of the Fund, please provide the following
information:

 a. Does the Fund treat its unfunded commitments as senior securities and, if not, explain why?

 b. If the Fund does not treat its unfunded commitments as senior securities, confirm that the Fund has cash or other liquid
assets sufficient to cover the aggregate amount of its unfunded commitments outstanding as of the relevant balance sheet date.

 c. Confirm that the Fund will not issue and sell additional securities under the Registration Statement unless, at the time
of such issuance and sale, the Fund has cash or other liquid assets sufficient to cover its unfunded commitments then outstanding.

 d. Alternatively, if the Fund has determined that its unfunded commitments are senior securities, confirm that the Fund
does and will, at the time of any issuance and sale of

CORRESP
1
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

June 17, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

Attn: Ed Bartz

 Re: WhiteHorse Finance, Inc.

Proxy Statement for 2015 Annual Meeting of Stockholders

Ladies and Gentlemen:

On June 5, 2015, WhiteHorse Finance Inc., a Delaware corporation
(the “Company”), filed with the Securities and Exchange Commission (the “Commission”) a preliminary
Proxy Statement for its Annual Meeting of Stockholders (the “Proxy Statement”) to consider (1) a proposal to
elect two directors of the Company and (2) a proposal to authorize the Company to sell shares of its common stock, during the next
twelve months, at a price or prices below the Company’s then current net asset value per share. On behalf of the Company,
we hereby respond to the comments raised by the staff (the “Staff”) of the Commission in a telephone conversation
between Ed Bartz of the Staff and Thomas J. Friedmann, outside counsel to the Company, on June 11, 2015.

For your convenience, the Staff’s comments are included
in this letter and are followed by the applicable response. Capitalized terms used in this letter and not otherwise defined herein
shall have the meanings specified in the Proxy Statement.

 1. Please explain why the ratification of the Company’s
independent auditor is not included in the proposals.

The Company respectfully submits that it has not included among
the proposals a non-binding vote to ratify the Company’s selection of its independent public accounting firm in reliance
upon the exemption to the shareholder ratification requirement of Section 32(a) of the 1940 Act (made applicable to a BDC by Section
59 of the 1940 Act) provided by Rule 32a-4 under the 1940 Act. The Company represents that, in compliance with Rule 32a-4, (a)
the Company’s board of

        United States Securities and

Exchange Commission

        June 17, 2015

        Page 2

directors has established a committee, composed solely of directors who are not interested persons
of the Company, that has responsibility for overseeing the Company’s accounting and auditing processes; (b) the Company’s
board of directors has adopted a charter for the audit committee setting forth the committee’s structure, duties, powers
and methods of operation; and (c) the Company maintains and preserves permanently in an easily accessible place a copy of the audit
committee’s charter and any modification to the charter. Although neither the proposing nor adopting release of Rule 32a-4
specifically discusses its applicability to BDCs, the Staff has previously provided no-action relief to a BDC seeking to rely on
Rule 32a-4 under similar circumstances.1

 2. With respect to the disclosure under “Adjournment
and Additional Solicitation” at the bottom of page 2, please note that the Proxy Statement may not confer upon the proxy
holders the discretionary authority to adjourn with the shareholder vote if the adjournment of the meeting is intended as a means
for soliciting additional proxies, as such an adjournment is not considered a “matter incident to the conduct of the meeting”
under Rule 14a-4(c)(7) under the Exchange Act. Please revise the Proxy Statement to clarify that the proxy holders do not have
discretionary authority to adjourn with the shareholder vote in order to solicit additional proxies.

The Company notes the Staff’s comment and has revised
the disclosure to clarify that discretionary adjournment applies solely in the event that a quorum is not obtained.

 3. Please disclose the percentage limit below NAV at
which the Company may sell its shares (or if there is no such limit, please disclose that fact) and the maximum percentage of
common shares that would be offered by the Company in each below-NAV offering. Typically, proxies requesting approval to
sell shares below NAV will state that there is a 25% limit on the number of shares that can be sold pursuant to the approval.

The Company notes the Staff’s comment and has revised
the Proxy Statement to disclose that there is no limit on the amount below NAV at which the Company may sell its shares and the
maximum percentage of common shares that may be offered by the Company in each below-NAV offering.

 4. Under “Maintenance or Possible Increase of Distributions”
on page 19, please include disclosure stating that a return of capital is a return to shareholders of a portion of their original
investment in the Company.

1
See Main Street Capital Corporation, SEC Staff No-Action Letter (June 20, 2011).

        United States Securities and

Exchange Commission

        June 17, 2015

        Page 3

The Company notes the Staff’s comment and has revised
the Proxy Statement to include disclosure stating that a return of capital is a return to shareholders of a portion of their original
investment in the Company.

 5. In the table provided under “Trading History”
on page 19, please revise the column title “Discount of Low Sales Price to NAV” to “(Discount) of Low Sales
Price to NAV” and add corresponding parentheses to the numerical information provided in that column.

The Company notes the Staff’s comment and has revised
the Proxy Statement as requested.

 6. Under “Examples of Dilutive Effect of the Issuance
of Shares of Common Stock Below NAV – Impact on Existing Stockholders who do not Participate in the Offering,” please
revise the table provided on page 21 to include an example of the potential NAV dilution from an offering with the maximum percent
of shares offered and the lowest feasible discount.

The Company notes the Staff’s comment and has revised
the table on page 21 of the Proxy Statement to include an example of the potential NAV dilution from an offering with 25% of shares
offered and a discount of 50%.

 7. Under “Examples of Dilutive Effect of the Issuance
of Shares of Common Stock Below NAV – Impact on New Investors,” please revise the table provided on page 23 to include
an example of the potential NAV dilution from an offering with the maximum percent of shares offered and lowest feasible discount.

The Company notes the Staff’s comment and respectfully
submits that, because the purpose of the proxy statement is to provide information to existing stockholders, not to act as a prospectus
for new investors, the additional requested example would not improve the disclosure in a meaningful way for its intended recipients.
Furthermore, the requested disclosure is not commonly provided in the “new investor” table in the proxy statements
of the Company’s peer BDCs.

* * * * * * * * *

        United States Securities and

Exchange Commission

        June 17, 2015

        Page 4

The Company hereby acknowledges that (i) it is responsible for
the adequacy and accuracy of the disclosure in its filings with the Commission, (ii) 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 (iii) the Company
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). Thank you for your cooperation and attention to this matter.

Very truly yours,

/s/ Thomas J. Friedmann

Thomas J. Friedmann

 cc: Jay Carvell, WhiteHorse Finance, Inc.

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

June 17, 2015

VIA EDGAR

United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E. Washington, DC 20549 Attn:  Ed Bartz
Re: WhiteHorse Finance, Inc.
 Proxy Statement for 2015 Annual Meeting of Stockholders
Ladies and Gentlemen: On June 5, 2015, WhiteHorse Finance Inc., a Dela ware corporation (the “Company”), filed with
the Securities and Exchange Commission (the “Commission”) a preliminary Proxy Statement for
its Annual Meeting of Stockholders (the “Proxy St atement”) to consider (1) a proposal to elect
two directors of the Company and (2) a proposal to authorize the Company to sell shares of its
common stock, during the next twelve months, at a price or prices below the Company’s then current net asset value per share.  On behalf of the Company, we hereby respond to the comments
raised by the staff (the “Staff”) of the Commiss ion in a telephone conversation between Ed Bartz
of the Staff and Thomas J. Friedmann, outsid e counsel to the Company, on June 11, 2015.
For your convenience, the Staff’ s comments are included in this letter and are followed by the
applicable response.  Capitalized terms used in this letter and not otherwise defined herein shall
have the meanings specified in the Proxy Statement.
1. Please explain why the ratification of the Co mpany’s independent auditor is not included
in the proposals.
The Company respectfully submits that it has not included among the proposals a non-binding
vote to ratify the Company’s selection of its independent public accounting firm in reliance upon
the exemption to the shareholder ratification re quirement of Section 32(a) of the 1940 Act (made
applicable to a BDC by Section 59 of the 1940 Ac t) provided by Rule 32a-4 under the 1940 Act.
The Company represents that, in compliance w ith Rule 32a-4, (a) the Company’s board of

United States Securities and
Exchange Commission June 17, 2015
Page 2

directors has established a committee, composed solely of directors who are not interested
persons of the Company, that has responsib ility for overseeing the Company’s accounting and
auditing processes; (b) the Company’s board of directors has adopted a charter for the audit
committee setting forth the committe e’s structure, duties, powers and methods of operation; and
(c) the Company maintains and preserves permanentl y in an easily accessible place a copy of the
audit committee’s charter and any modification to  the charter. Although neither the proposing nor
adopting release of Rule 32a-4 specifically di scusses its applicability to BDCs, the Staff has
previously provided no-action relief to a BDC se eking to rely on Rule 32a-4 under similar
circumstances.
1
2. With respect to the disclosure under “Adjour nment and Additional Solicitation” at the
bottom of page 2, please note that the Proxy Statement may not confer upon the proxy
holders the discretionary authority to adjourn with the shareholder vote if the adjournment of the meeting is intended as a means for soliciting additional proxies, as
such an adjournment is not considered a “matt er incident to the conduct of the meeting”
under Rule 14a-4(c)(7) under the Exchange Ac t. Please revise the Proxy Statement to
clarify that the proxy holders do not have discretionary authority to adjourn with the
shareholder vote in order to solicit additional proxies.
The Company notes the Staff’s comment and h as revised the disclosure to clarify that
discretionary adjournment applies solely in the event that a quorum is not obtained.
3. Please disclose the percentage limit below NAV at which the Company may sell its shares
(or if there is no such limit, please disclo se that fact) and the maximum percentage of
common shares that would be offered by the Company in each below-NAV offering.
Typically, proxies requesting approval to se ll shares below NAV will state that there is a
25% limit on the number of shares that c an be sold pursuant to the approval.
The Company notes the Staff’s comment and has re vised the Proxy Statement to disclose that
there is no limit on the amount below NAV at wh ich the Company may sell its shares and the
maximum percentage of common shares that ma y be offered by the Company in each below-
NAV offering.
4. Under “Maintenance or Possible Increase of Distributions” on page 19, please include
disclosure stating that a return of capital is a return to sha reholders of a portion of their
original investment in the Company.

1 See Main Street Capital Corporation, SEC Staff No-Action Letter (June 20, 2011).

United States Securities and
Exchange Commission June 17, 2015
Page 3

The Company notes the Staff’s comment and h as revised the Proxy Statement to include
disclosure stating that a return of capital is a retu rn to shareholders of a portion of their original
investment in the Company.
5. In the table provided under “Trading Histo ry” on page 19, please revise the column title
“Discount of Low Sales Price to NAV” to “(Discount) of Low Sales Price to NAV” and
add corresponding parentheses to the numerical in formation provided in that column.
The Company notes the Staff’s comment and has revised the Proxy Statement as requested.
6. Under “Examples of Dilutive Effect of the Issuance of Shares of Common Stock Below
NAV – Impact on Existing Stockholders who do not  Participate in the Offering,” please
revise the table provided on page 21 to incl ude an example of the potential NAV dilution
from an offering with the maximum percent of  shares offered and the lowest feasible
discount.
The Company notes the Staff’s comment and has revised the table on page 21 of the Proxy
Statement to include an example of the poten tial NAV dilution from an offering with 25% of
shares offered and a discount of 50%.
7. Under “Examples of Dilutive Effect of the Issuance of Shares of Common Stock Below
NAV – Impact on New Investors,” please revise  the table provided on page 23 to include
an example of the potential NAV dilution from  an offering with the maximum percent of
shares offered and lowest feasible discount.
The Company notes the Staff’s comment and resp ectfully submits that, because the purpose of
the proxy statement is to provide information to existing stockholders, not to act as a prospectus
for new investors, the additional requested ex ample would not improve the disclosure in a
meaningful way for its intended recipients. Fu rthermore, the requested disclosure is not
commonly provided in the “new investor” table in  the proxy statements of the Company’s peer
BDCs.
* * * * * * * * *

United States Securities and
Exchange Commission June 17, 2015
Page 4

The Company hereby acknowledges that (i) it is r esponsible for the adequacy and accuracy of the
disclosure in its filings with the Commission, ( ii) Staff comments or changes to disclosure in
response to Staff comments do not foreclose th e Commission from taking any action with respect
to any filing and (iii) the Company may not asser t Staff comments as a defense in any proceeding
initiated by the Commission or any person under th e 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).  Th ank you for your coopera tion and attention to
this matter.
Very truly yours, /s/ Thomas J. Friedmann
Thomas J. Friedmann
cc: Jay Carvell, WhiteHorse Finance, Inc.

21164080

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

CORRESP
1
filename1.htm

WHITEHORSE
FINANCE, INC.

1450
BRICKELL AVENUE, 31ST FLOOR

MIAMI, FLORIDA 33131

September 26, 2014

VIA EDGAR AND E-MAIL

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, Inc.

Registration Statement on Form
N-2

File Numbers 333-196436; 814-00967

Dear Commissioners:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
WhiteHorse Finance, Inc., a Delaware corporation (the “Company”), respectfully requests acceleration of the
effective date of its Registration Statement on Form N-2 (File No. 333-196436) (as amended, the “Registration Statement”)
so that such Registration Statement may be declared effective at 4:30 p.m. on September 29, 2014, or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone
call to Thomas J. Friedmann of Dechert LLP at (202) 261-3313 and that such effectiveness also be confirmed in writing.

The Company hereby acknowledges that (i) should the Securities
and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”),
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

    Very truly yours,

    WhiteHorse Finance, Inc.

    By:  /s/ Gerhard Lombard

    Name:  Gerhard Lombard

    Title:  Chief Financial Officer and Treasurer

CORRESP
1
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

September 26, 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:

On September 3, 2014, WhiteHorse Finance, Inc., a Delaware corporation
(the “Fund”), filed with the Securities and Exchange Commission (the “Commission”) Pre-effective
Amendment No. 2 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 comment raised by the staff of the Commission (the “Staff”)
pursuant to a telephone call on September 26, 2014 between Edward P. Bartz of the Staff and Thomas J. Friedmann of Dechert LLP,
outside counsel to the Fund. For your convenience, the Staff’s comment is included in this letter, followed by the Fund’s
response.

Comment: The Staff requests that the Fund undertake that
it will either: (i) only issue debt securities titled “senior” debt if there exists other outstanding debt on the date
of issuance which is subordinated in right of payment to the securities being issued or (ii) will submit to the Staff for its review,
comment and declaration of effectiveness prior to publication a copy of the prospectus supplement with respect to any such offering
of debt securities.

Response: As requested by the Staff, the Fund undertakes
that it will either: (i) only issue debt securities titled “senior” debt if there exists other outstanding debt on
the date of issuance which is subordinated in right of payment to the securities being issued or (ii) will submit to the Staff
for its review, comment and declaration of effectiveness prior to publication a copy of the prospectus supplement with respect
to any such offering of debt securities.

* * * * * * * * * *

United States Securities and

Exchange Commission

September 26, 2014

Page 2

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 email at thomas.friedmann@dechert.com). Thank you for your cooperation and attention to this
matter.

Sincerely,

Thomas J. Friedmann

 Cc: Jay Carvell, WhiteHorse Finance, Inc.

David J. Harris, Dechert LLP

CORRESP
1
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

September 16, 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:

On September 3, 2014, WhiteHorse Finance, Inc., a Delaware corporation
(the “Fund”), filed with the Securities and Exchange Commission (the “Commission”) Pre-effective
Amendment No. 2 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 comment raised by the staff of the Commission (the “Staff”)
pursuant to a telephone call on September 4, 2014 between Edward P. Bartz of the Staff and Thomas J. Friedmann of Dechert LLP,
outside counsel to the Fund. For your convenience, the Staff’s comment is included in this letter, followed by the Fund’s
response.

Comment: The Staff requests that the Fund undertake that
it will either: (i) only issue debt securities titled “senior” debt if there exists other outstanding debt on the date
of issuance which is subordinated in right of payment to the securities being issued or (ii) will submit to the Staff for its review
and comment prior to publication a copy of the prospectus supplement with respect to any such offering of debt securities.

Response: As requested by the Staff, the Fund undertakes
that it will either: (i) only issue debt securities titled “senior” debt if there exists other outstanding debt on
the date of issuance which is subordinated in right of payment to the securities being issued or (ii) will submit to the Staff
for its review and comment prior to publication a copy of the prospectus supplement with respect to any such offering of debt securities.

* * * * * * * * * *

    United States Securities and Exchange Commission

September 16, 2014

Page 2

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 email at thomas.friedmann@dechert.com). 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

CORRESP
1
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

September 3, 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. 2 (“Amendment No. 2”) 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 telephone
call on August 22, 2014 between Edward P. Bartz of the Staff and 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. 2, as filed and marked
to show the changes from 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.

 1. 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.

Response: As requested by the Staff, the Fund is including
such an undertaking in Part C of the Registration Statement.

 2. Please state in the section “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.” 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.

Response: As requested, the Fund has added disclosure
in the Registration Statement 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.

    United States Securities and

Exchange Commission

September 3, 2014

Page 2

 3. Pursuant to Rule 19a-1 under the Investment Company Act, please provide shareholders with a good faith estimate of the return
of capital portion of quarterly distributions in future SEC filings and communications with shareholders.

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
hereby agrees to provide a good faith estimate of the portion of each distribution that comprises a return of capital in subsequent
disclosures to stockholders, including in periodic filings on Forms 10-K and 10-Q under the Securities Exchange Act, in registration
statements filed with the Commission in respect of future securities offerings and in communications provided to stockholders regarding
distributions.

Please also revise the “Dividend &
Tax Information” section of the Fund’s website to use the term “Distribution” rather than
“Dividend” whenever a return of capital is included. Please also include the return of capital portion of each
prior distribution for which the actual amount of such portion has been determined.

Response: As requested, the Fund has revised its website
to replace “Dividend” with “Distribution” where applicable and has disclosed the return of capital portion
of each historical distribution for which the actual amount of such portion has been determined.

 4. In future financial statements, please disclose on the Statement of Operations the gross amount of advisory fees incurred
with a separate line disclosing the waived amounts of advisory fees. See Regulation S-X Rule 6-07.2(g).

Response: As requested, in its future financial statements,
the Fund will disclose on its Statement of Operations the gross amount of advisory fees incurred with a separate line disclosing
the waived amounts of advisory fees.

 5. Please file as an exhibit to your next pre-effective amendment a revised legality opinion consistent with Staff Legal Bulletin
No. 19 (Oct. 14, 2011). Under Staff Legal Bulletin No. 19, the Staff will not accept any limitation on reliance. Accordingly, please
delete the sentence “This opinion letter has been prepared for your use solely in connection with the Registration Statement.”

Response: As requested, the Fund has filed with Amendment
No. 2 a revised, executed legality opinion and related consent of counsel consistent with Staff Legal Bulletin No. 19.

    United States Securities and

Exchange Commission

September 3, 2014

Page 3

 6. 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.

Response: As requested, the Fund has filed with Amendment
No. 2 forms of prospectus supplements for each type of security registered pursuant to the Registration Statement.

* * * * * * * * * *

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 email at thomas.friedmann@dechert.com). 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

CORRESP
1
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

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

CORRESP
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        1900 K Street, N.W.

        Washington, DC 20006

        +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

May 30, 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

Ladies and Gentlemen:

WhiteHorse Finance, Inc., a Delaware corporation (the “Company”),
has today filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form
N-2 (the “Registration Statement”) to register an aggregate of $500,000,000 of the Company’s securities,
including common stock, preferred stock, warrants representing rights to purchase shares of its common stock, preferred stock or
debt securities, subscription rights or debt securities, for offering to the public by the Company and certain selling stockholders
from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended. Since July 16, 2013, the date of the
effectiveness of Pre-Effective Amendment No. 4 to the Company’s registration statement on Form N-2 in connection with the
Company’s issuance of the Company’s notes due 2020 (the “2020 Notes”) (Registration No. 333-187805), there
have been no material changes in its investment strategy or other disclosures regarding its business and associated risks. The
disclosure in the Registration Statement, however, reflects certain changes in the Company’s management team, including the
recent appointment of a new Chief Financial Officer, Gerhard Lombard, as well as certain changes in the Company’s sources
of liquidity and capital resources, including the deployment of capital raised in the public offering of the 2020 Notes in 2013.

* * * * * * * * * *

The Company hereby acknowledges that (i) it is responsible for
the adequacy and accuracy of the disclosure in its filings with the Commission, (ii) 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 (iii) it 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.

* * * * * * * * * *

        May 30, 2014

        Page 2

If you have any questions, please feel free to contact the undersigned
by telephone at 202.261.3313 (or by email at thomas.friedmann@dechert.com) or Joseph Williams at 202.261.3346 (or by email at joseph.williams@dechert.com).
Thank you for your cooperation and attention to this matter.

Sincerely,

/s/ Thomas J. Friedmann

Thomas J. Friedmann

CORRESP
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filename1.htm

[Deutsche Bank Securities Inc. Letterhead]

July 15, 2013

Via Electronic Submission

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: WhiteHorse Finance, Inc.; Registration Statement on Form
N-2; Registration File No. 333-187805

Dear Ladies and Gentlemen:

In accordance with Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Deutsche Bank Securities Inc., Keefe,
Bruyette & Woods, Inc. and Citigroup Global Markets Inc., as representatives of the several Underwriters, hereby join in
the request of WhiteHorse Finance, Inc. that the effective date of the above-captioned Registration Statement be accelerated
so that the same will become effective on July 16, 2013 at 4:00 p.m., New York City time, or as soon as practicable
thereafter.

The following is supplemental information
supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

(i)	  Date of preliminary prospectus: July 15, 2013

(ii)	  Date(s) of distribution: Commencing July
16, 2013

(iii)	  Number of prospective underwriters to whom
the preliminary prospectus will be furnished: 7

(iv)	  Number of prospectuses to be distributed:
approximately 3,966

(v)	  We have been informed by the participating
underwriters that they have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of
1934.

    Very truly yours,

    DEUTSCHE BANK SECURITIES INC.

    KEEFE, BRUYETTE & WOODS, INC.

    CITIGROUP GLOBAL MARKETS INC.

    By: Deutsche Bank Securities Inc.

    By:
    /s/ Anguel Zaprianov

    Name: Anguel Zaprianov

    Title: Managing Director

    By:
    /s/ Adam Raucher

    Name: Adam Raucher

    Title: Director

CORRESP
1
filename1.htm

WHITEHORSE
FINANCE, INC.

1450
BRICKELL AVENUE, 31ST FLOOR

MIAMI, FLORIDA 33131

July 15, 2013

VIA EDGAR AND E-MAIL

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Edward P. Bartz

    Re:
    WhiteHorse Finance, Inc.

    Registration Statement on Form N-2

    File Numbers 333-187805 and 814-00967

Dear Commissioners:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
WhiteHorse Finance, Inc., a Delaware corporation (the “Company”), respectfully requests acceleration of the
effective date of its Registration Statement on Form N-2 (File No. 333-187805) (as amended, the “Registration Statement”)
so that such Registration Statement may be declared effective at 4:00 p.m. on July 16, 2013, or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone
call to Thomas J. Friedmann of Dechert LLP at (202) 261-3313 and that such effectiveness also be confirmed in writing.

The Company hereby acknowledges that (i) should the Securities
and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”),
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

    Very truly yours,

    WhiteHorse Finance, Inc.

    By:  /s/ Alastair G. C. Merrick

    Name:  Alastair G. C. Merrick

    Title:  Chief Financial Officer and Treasurer

CORRESP
1
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

CORRESP
1
filename1.htm

    1900 K Street, NW

Washington, DC 20006-1110

+1 202 261 3300 Main

+1 202 261 3333 Fax

www.dechert.com

    David J. Harris

david.harris@dechert.com

+1 202 261 3385 Direct

+1 202 261 3085 Fax

July 3, 2013

VIA EDGAR AND EMAIL

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Emerson S. Davis

 Re: WhiteHorse Finance, Inc.

File Number 812-14120

Ladies and Gentlemen:

WhiteHorse Finance, Inc., a Delaware corporation (the “Company”),
has today filed with the Securities and Exchange Commission (the “Commission”) amendment no. 1 (“Amendment
No. 1”) to its application for an order pursuant to Section 57(i) of the Investment Company Act of 1940, as amended (the
“1940 Act”), and Rule 17d-1 under the 1940 Act to permit certain joint transactions otherwise prohibited by
Section 57(a)(4) of the 1940 Act (File Number 812-14120) (the “Application”). On behalf of the Company, we hereby
respond to the comments raised by the staff (the “Staff”) of the Commission pursuant to a letter dated June
5, 2013 from Emerson S. Davis, Senior Counsel, to David J. Harris of Dechert LLP, outside counsel to the Company, and a telephone
call from Mr. Davis to Mr. Harris on June 20, 2013. For your convenience, the Staff’s comments are included in this letter,
and each comment is followed by the applicable response. As requested, we have included a PDF file of Amendment No. 1 marked to
show the changes from the initial Application. Capitalized terms used in this letter and not otherwise defined herein shall have
the meanings specified in the Application.

 1. Please add the above-referenced file number and update the application where necessary.

Response:

As requested, the Company has revised the Application to include
the above-referenced file number.

 2. Please revise the application as appropriate to further clarify the nature of the affiliations among the Applicants, including
affiliations that arise when an adviser is deemed to control the funds it advises, that give rise to the need for exemptive relief.
Please also discuss any current and future arrangement that will make it possible for Applicants to comply with condition 1’s
requirement that the Company Adviser consider for the Company any Potential Co-Investment Transaction that an investment adviser
considers for a Co-Investment Affiliate (e.g., substantial overlap of the members of the investment committees of the Company
Adviser and any other relevant investment adviser).

Response:

As requested, the Company has revised the Application to clarify
the nature of the affiliations among the Applicants that give rise to the need for exemptive relief. In addition, the Company has
revised the Application to disclose the substantial overlap in the investment committees of the Company Adviser and Fund Advisers,
which make it possible for the Applicants to comply with Condition 1.

    United States Securities and Exchange Commission

July 3, 2013

Page 2

 3. Please supplementally clarify why H.I.G. Capital, LLC is a named Applicant, and include it in the definition of “Adviser,”
if appropriate.

Response:

The Company respectfully submits that H.I.G. Capital, L.L.C.
is a named Applicant because it is the registered investment adviser upon which each of the Fund Advisers is a relying adviser.
H.I.G. Capital, L.L.C. is not an adviser to any of the Funds.

 4. Please delete the drafting note on the top of page 2.

Response:

As requested, the Company has deleted the drafting note referenced
in this comment 4.

 5. In the first sentence of the first paragraph on page 2, please delete “(collectively with its consolidated subsidiaries).”
Please add as Applicants any subsidiaries that will be involved in the joint transactions, explain their role in the transactions
and how the conditions of the application will apply to them.

Response:

As requested, the Company has revised the Application as instructed
in this comment 5. In addition, the Company has added WhiteHorse Finance Warehouse, LLC, a wholly owned subsidiary of the Company,
as an Applicant and related disclosure explaining such Applicant’s role in the transactions and how the conditions will apply
to such Applicant.

    United States Securities and Exchange Commission

July 3, 2013

Page 3

 6. On page 2, in the second paragraph, please replace “the Advisers” with “any of the Advisers.” Please
delete the defined term “Future Co-Investment Affiliates.” Please also consider whether use of both the terms “Fund”
and “Co-Investment Affiliate” is necessary.

Response:

As requested, the Company has
revised the Application as instructed in this comment 6. The Company has considered the use of both “Funds” and “Co-Investment
Affiliates” and believes that the use of both terms is appropriate.

 7. On page 2, third paragraph, please replace “Future Co-Investment Affiliate” with “entity.”

Response:

As requested, the Company has revised the Application as instructed
in this comment 7.

 8. On page 3, please replace footnote 2 with:

The Advisers expect that each Co-Investment Affiliate
will rely on Section 3(c)(1) or 3(c)(7) of the 1940 Act. No Co-Investment Affiliate will be a registered investment company
or a BDC.

Response:

As requested, the Company has revised the Application as instructed
in this comment 8.

 9. On page 4, in the first sentence of the third full paragraph, please replace “may” with “will.”
Please make a similar change in the first sentence of the penultimate paragraph on page 5.

Response:

As requested, the Company has revised the Application as instructed
in this comment 9.

    United States Securities and Exchange Commission

July 3, 2013

Page 4

 10. On page 4, in the last full paragraph, please clarify that as a “relying adviser” Bayside Capital, Inc. is deemed
a registered investment adviser under the Advisers Act. Please make the same clarification with respect to H.I.G. WhiteHorse Capital
LLC on page 5.

Response:

As requested, the Company has revised the Application as instructed
in this comment 10.

 11. On page 5, please replace the first sentence of the last paragraph with the following: “Upon issuance of the requested
Order, all Potential Co-Investment Transactions within the Company’s Objectives and Strategies that are considered for a
Co-Investment Affiliate will be referred to the Company Adviser, and such investment opportunities may result in a Co-Investment
Transaction.”

Response:

As requested, the Company has revised the Application as instructed
in this comment 11.

 12. On page 6, in the first paragraph, please briefly discuss the factors and methods used to determine appropriate and equitable
allocations. Please discuss whether the Advisers have allocation policies and procedures and any Board review or approval of those
policies and explain how they provide investor protection.

Response:

As requested, the Company has revised the Application to reflect
that Potential Co-Investment Transactions will be allocated pursuant to written allocation policies and procedures adopted by the
Company Adviser and the Fund Advisers. The Company undertakes that, upon receipt of the Order, such policies and procedures will
be reviewed, approved and adopted by the Board.

 13. On page 6, second paragraph, please define “follow-on investment” as the follow-on investments in an issuer
whose investments were acquired by the Company and a Co-Investment Affiliate in a Co-Investment Transaction. Please include warrants,
conversion privileges, and similar rights in the defined term, then use the defined term as appropriate and make corresponding
changes throughout the application, including Condition 8(a). See, e.g., Amendment No. 7 of Corporate Capital Trust, et
al. (812-13844).

Response:

As requested, the Company has revised the Application as instructed
in this comment 13. In addition, the Company has used the defined term, as appropriate, throughout the Application.

    United States Securities and Exchange Commission

July 3, 2013

Page 5

 14. Pease replace “on numerous occasions in the past several years” with “in the past” in the first
sentence of the first paragraph on page 8.

Response:

As requested, the Company has revised the Application as instructed
in this comment 14.

 15. Please replace “Ridgewood Capital Management LLC” with “Ridgewood Capital Energy Growth Fund, LLC”
in the last sentence of the first paragraph on page 8.

Response:

As requested, the Company has revised the Application as instructed
in this comment 15.

    United States Securities and Exchange Commission

July 3, 2013

Page 6

 16. On page 8, please revise section “F. Applicants’ Legal Arguments” to include the following:

 1. Other than pro rata dispositions and follow-on investments as provided in conditions 7 and 8,
and after making the determinations required in conditions 1 and 2(a), the Company Adviser will present each Potential Co-Investment
Transaction and the proposed allocation to the Eligible Directors, and the Required Majority will approve each Co-Investment Transaction
prior to any investment by the Company. With respect to the pro rata dispositions and follow-on investments provided in conditions
7 and 8, the Company may participate in a pro rata disposition or follow-on investment without obtaining prior approval of the
Required Majority if, among other things: (i) the proposed participation of the Company and each Co-Investment Affiliate in such
disposition is proportionate to its outstanding investments in the issuer immediately preceding the disposition or follow-on investment,
as the case may be; and (ii) the Board of the Company has approved the Company’s participation in pro rata dispositions and
follow-on investments as being in the best interests of the Company. If the Board does not so approve, any such disposition or
follow-on investment will be submitted to the Company’s Eligible Directors. The Board of the Company may at any time rescind,
suspend or qualify its approval of pro rata dispositions and follow-on investments with the result that all dispositions and/or
follow-on investments must be submitted to the Eligible Directors.

 2. Applicants believe that
                                                                    participation by the Company in pro rata dispositions and
                                                                    follow-on investments, as provided in conditions 7 and 8,
                                                                    is consistent with the provisions, policies and purposes of
                                                                    the 1940 Act and will not be made on a basis different from
                                                                    or less advantageous than that of other participants. A formulaic
                                                                    approach, such as pro rata dispositions and follow-on investments,
                                                                    eliminates the discretionary ability to make allocation determinations,
                                                                    and in turn eliminates the possibility for overreaching and
                                                                    promotes fairness. Applicants note that the Commission has
                                                                    adopted a similar pro rata approach in the context of Rule
                                                                    23c-2, which relates to the redemption by a closed-end investment
                                                                    company of less than all of a class of its securities, indicating
                                                                    the general fairness and lack of overreaching that such approach
                                                                    provides.1

1See e.g.
the discussion in Gladstone Capital Corp., et al. application in SEC File No. 812-13878 filed on June 29, 2012.

    United States Securities and Exchange Commission

July 3, 2013

Page 7

Response:

As requested, the Company has revised section “F. Applicants’
Legal Arguments” of the Application to include the disclosure requested in this comment 16.

 17. On page 9, please begin Condition 1 with “Each time an investment adviser of a Co-Investment Affiliate considers a
Potential Co-Investment Transaction for a Co-Investment Affiliate that falls within ….”

Response:

As requested, the Company has revised Condition 1 of the Application
as instructed in this comment 17.

 18. On page 9, condition 2(b), please replace the last sentence with “The Company Adviser will provide the directors who
are eligible to vote under the section 57 of the 1940 Act (the ‘Eligible Directors’) with information concerning the
Co-Investment Affiliates’ available capital to assist the Eligible Directors with ….”

Response:

As requested, the Company has revised Condition 2(b) of the
Application as instructed in this comment 18.

 19. On page 9, condition 2(c), please replace “Independent” with “Eligible.”

Response:

As requested, the Company has revised Condition 2(c) of the
Application as instructed in this comment 19.

 20. On page 10, condition 2(c)(iii)(A), please delete the definition of “Eligible Directors” and simply use the
defined term.

Response:

As requested, the Company has revised Condition 2(c)(iii)(A)
of the Application as instructed in this comment 20.

    United States Securities and Exchange Commission

July 3, 2013

Page 8

 21. On page 10, condition 2(c)(iii)(C), please insert “a director” after “to nominate.” To clarify that
it is the Co-Investment Affiliates, not the Company, that share fees with affiliated persons, please replace “Company”
with “participating Co-Investment Affiliates”, and replace “and the other participating Co-Investment Affiliates”
with “and the Company.”

Response:

As requested, the Company has revised Condition 2(c)(iii)(A)
of the Application as instructed in this comment 21.

 22. On page 10, condition 2(c)(iv), please delete the word “improperly” or supplementally discuss any precedents
for it and why applicants believe it is appropriate.

Response:

As requested, the Company has revised Condition 2(c)(iv) of
the Application as instructed in this comment 22.

 23. On page 10, condition 2(c)(iv), please insert “except” after “Co-Investment Affiliates)” and replace
“condition 12” with “condition 13.”

Response:

As requested, the Company has revised Condition 2(c)(iv) of
the Application as instructed in this comment 23.

 24. On page 10, condition 3, please insert “Potential” before “Co-Investment Transaction.”

Response:

As requested, the Company has revised Condition 3 of the Application
as instructed in this comment 24.

 25. On page 10, condition 4, please insert “in Potential Co-Investment Transactions” after “all investments”
and “the life of the Company and” after “be kept for.”

Response:

As requested, the Company has revised Condition 4 of the Application
as instructed in this comment 25.

    United States Securities and Exchange Commission

July 3, 2013

Page 9

 26. On page 10, condition 5, please replace “portfolio company” with “issuer.”

Response:

As requested, the Company has revised Condition 5 of the Application
as instructed in this comment 26.

 27. On page 11, in condition 7(c), please add “and of each Co-Investment Affiliate” after “participation of
the Company” in clause (i) and replace “Independent” with “Eligible” in the last sentence.

Response:

As requested, the Company has revised Condition 7(c) of the
Application as instructed in this comment 27.

 28. On page 11, condition 8(b)(i), please insert “the Company and” after “proposed participation of”
and in the last sentence of 8(b), please

CORRESP
1
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

May 20, 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. 1
(“Amendment No. 1”) 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 comments raised by the staff of the Commission (the “Staff”)
pursuant to a letter dated May 8, 2013 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 securities being
offered by the prospectus are referred to as “Senior Notes.” However, the disclosure in the third bullet point in the
Risk Factors section on page 7 of the prospectus states that the Notes will be unsecured and subordinated to any secured indebtedness
which the Fund has currently incurred or may incur in the future. Accordingly, please remove the term “Senior” from
the description of these Notes on the Cover Page and throughout the prospectus.

Response:

The Fund respectfully submits that the use of the term “Senior”
in relation to the Notes is appropriate and follows established convention. The Notes will be general obligations of the Fund,
ranking equally with all other general, unsecured obligations of the Fund. As a matter of New York debtor-creditor law, which governs
the Notes, the Notes are senior indebtedness of the Fund. Without the consent of the holders of the Notes, no other indebtedness
issued by the Fund will rank senior in right of payment to the Notes as a matter of contract or law. With respect to any secured
indebtedness that the Fund may issue, payments on the Notes will come behind payments on such secured indebtedness only with respect
to the proceeds of any collateral securing such secured indebtedness. Any amounts owed in respect of secured indebtedness that
does not benefit from collateral, or which exceeds the value of available collateral, will rank equally in right of payment with
the Notes.

    United States Securities and

 Exchange Commission

May 20, 2013

Page 2

In terms of structural subordination, the Fund has an equity
claim on the assets of its subsidiaries. Accordingly, indebtedness of a subsidiary of the Fund would rank prior in right of payment
to any equity claims on a subsidiary by the Fund as a matter of law. Indebtedness of a subsidiary would not be an obligation of
the Fund, however, but of such subsidiary and would be clearly denoted as such. The priority of payment of debt instruments is
well established as a matter of law, and claims against the Fund and its subsidiaries that may rank ahead of claims on the Notes
in priority of payment are discussed at length under “Risk Factors — Risks Relating to this Offering — The Notes
will be unsecured and therefore will be effectively subordinated to any secured indebtedness we have currently incurred or may
incur in the future” and “— The Notes will be structurally subordinated to the indebtedness and other liabilities
of our subsidiaries” in the prospectus. The Fund has clarified the disclosure under “Specific Terms of the Notes and
the Offering — Ranking of Notes” on page 10 to make clearer the distinctions between general unsecured indebtedness
and secured indebtedness of the Fund and indebtedness of subsidiaries of the Fund.

2.	The fifth paragraph of
this section states that the Notes will rank “pari passu” with future unsecured unsubordinated indebtedness
issued by the Fund. Please provide a plain English definition of “pari passu.”

Response:

As requested, the Fund has revised the first sentence of the
fifth paragraph on the cover page of the prospectus to use a plain English term for the phrase “pari passu.”

    United States Securities and

 Exchange Commission

May 20, 2013

Page 3

3.	Footnote (1) to the offering
table on this page provides an estimate of the expenses that are expected in connection with this offering. Please also disclose
in this footnote the estimated dollar amount in offering costs on a per Note basis.

Response:

As requested, the Fund has revised footnote (1) to the offering
table on the cover page of the prospectus to disclose the estimated dollar amount in offering costs on a per Note basis.

Prospectus Summary — Risk Factors (Page 7)

4.	The fifth bullet point
in this section states that, if a rating agency assigns the Notes a non-investment grade rating or the Notes are not rated, the
Notes may be subject to greater price volatility than similar securities without such a rating. Please add a disclosure in this
bullet point that non-investment grade securities are also referred to as "junk bonds," and describe the speculative
characteristics of this type of investment.

Response:

As requested, the Fund has revised the fifth bullet point under
“Prospectus Summary — Risk Factors” to add disclosure that non-investment grade securities may be referred to
as “junk” and have predominantly speculative characteristics with respect to the Fund’s capacity to pay interest
and repay principal on the Notes.

Prospectus Summary — Specific Terms of the Notes and
the Offering (Page 11)

5.	The third and fourth
terms on this page provide that the Notes are “subject to defeasance by us,” and that the Notes are “subject
to covenant defeasance by us,” respectively. Please provide plain English definitions of “defeasance” and “covenant
defeasance” in this section, and highlight the potential consequences of each to holders of the Notes.

Response:

As requested, the Fund has revised the third and fourth terms
under “Prospectus Summary — Specific Terms of the Notes and the Offering” to provide plain English definitions
of “defeasance” and “covenant defeasance” and to highlight the potential consequences of each to holders
of the Notes.

    United States Securities and

 Exchange Commission

May 20, 2013

Page 4

Prospectus Summary —
Risk Factors — We may have difficulty paying our required distributions if we recognize income before or without receiving
cash representing such income. (Page 17)

6.	The last paragraph of
this section states that distributions in excess of current and accumulated earnings and profits will be treated as a return of
capital. Please add disclosure in this section providing that a return of capital is a return to the Fund's stockholders of a portion
of their original investment in the Fund.

Response:

As requested, the Fund has revised the last paragraph under
“Prospectus Summary — Risk Factors — We may have difficulty paying our required
distributions if we recognize income before or without receiving cash representing such income” to add disclosure providing
that a return of capital is a return to the Fund’s stockholders of their original capital invested in the Fund rather than
of the Fund’s income or gains.

Description of Our Notes (Page 93)

7.	The third paragraph of
this section states that, because this section is a summary, it does not describe every aspect of the Notes and the Indenture.
Please expand the disclosure in this section to ensure that all material terms of the Notes and Indenture are adequately described
and provide a disclosure in this section stating that all material terms of the Notes and Indenture are described herein.

Response:

The Fund respectfully submits that the “Specific Terms
of the Notes and the Offering” and “Description of Our Notes” sections of the prospectus disclose all material
terms of the Notes and the Indenture and has revised its disclosure under “Description of Our Notes” to state that
all materials terms of the Notes and the Indenture are described in these sections.

Underwriting (Page 117)

8.	Please advise us whether
FINRA has approved the underwriting terms of the Fund’s offering.

Response:

The Fund is currently in discussions with several firms to act
as underwriters for the offering of the Notes. These discussions include considerations of the economic terms of the underwriting
engagement. As a result, neither the Fund nor any underwriting firm has sought FINRA’s approval of the underwriting terms
for an offering of the Notes. The Fund hereby undertakes to coordinate with the underwriters once the syndicate is finalized to
make appropriate filings with FINRA and to revert to the Staff as soon as practicable to confirm that FINRA has no objection to
the underwriting terms for the offering of the Notes.

    United States Securities and

 Exchange Commission

May 20, 2013

Page 5

PART C — OTHER INFORMATION

Exhibits (Page C-1)

9.	We note that Exhibit
(d)(3) provides that the Form of Indenture will be filed as an exhibit to the registration statement. Please also ensure that a
Statement of Eligibility to Act as Trustee is filed on Form T-1 as an exhibit to the registration statement.

Response:

As requested, the Fund will ensure that a Statement of Eligibility
to Act as Trustee is filed on Form T-1 as an exhibit to a subsequent pre-effective amendment to the Registration Statement.

10.	Please file as an exhibit
to the registration statement a legality opinion providing that the Notes will be binding obligations of the Fund. See Item 601(b)(5)(i)
of Regulation S-K, and Section II.B(1)(e) of Division of Corporation Finance Staff Legal Bulletin No. 19 (Oct. 14, 2011) (http://www.sec.gov/interps/legal/cfs1b19.htm).

Response:

As requested, the Fund will ensure that a legal opinion concluding
that the Notes will be binding obligations of the Fund is filed as an exhibit to a subsequent pre-effective amendment to the Registration
Statement.

    United States Securities and

 Exchange Commission

May 20, 2013

Page 6

GENERAL COMMENTS

11.	We note that portions
of the filing are incomplete. We may have additional comments on such portions when you complete them in pre-effective amendments,
on disclosures made in response to this letter, on information you supply to us, or on exhibits added in any pre-effective amendments.

Response:

The Fund acknowledges the Staff’s comment.

12.	If you intend to omit
certain information from the form of prospectus included with the registration statement that is declared 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.

Response:

As permitted under Rule 430A under the Securities Act, the Fund
intends to omit certain pricing information with respect to the Notes, which may include the aggregate principal amount of, and
interest rate on, the Notes and the stated maturity date, interest payment dates and redemption date with respect to the Notes.

13.	Please advise us if
you have submitted or expect to submit an exemptive application or no-action request in connection with your registration statement.

Response:

The Fund respectfully submits that it has not submitted, and
does not expect to submit, an exemptive application or no-action request in connection with the Registration Statement.

14.	Responses to this letter
should be in the form 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 fact in a letter to us and briefly state the basis for your position.

Response:

The Fund acknowledges the Staff’s comment.

    United States Securities and

 Exchange Commission

May 20, 2013

Page 7

15.	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 responsible for the accuracy and adequacy of the disclosures they have
made.

Response:

The Fund acknowledges the Staff’s comment and advises
that Staff that all persons who are responsible for the accuracy and adequacy of the disclosure in the Fund’s filings with
the Commission have confirmed that the Registration Statement provides all information investors require for an informed decision.

* * * * * * * * * *

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

CORRESP
1
filename1.htm

Correspondence

 WHITEHORSE FINANCE, LLC

1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FLORIDA 33131

 November 30, 2012

 VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, DC 20549

Attn: Edward P. Bartz

Re:
WhiteHorse Finance, LLC

Registration Statement on Form N-2

 File Numbers 333-183798 and 814-00967

 Dear Commissioners:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, WhiteHorse Finance, LLC, a Delaware limited liability company (including, after the
expected statutory conversion of WhiteHorse Finance, LLC to WhiteHorse Finance, Inc., a Delaware corporation, the “Company”), respectfully requests acceleration of the effective date of its Registration Statement on Form N-2 (File
No. 333-183798; 814-00967) (the “Registration Statement”) so that such Registration Statement may be declared effective at 4:00 p.m. on December 4, 2012, or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone call to Thomas J. Friedmann of Dechert LLP at (202) 261-3313, and that such
effectiveness also be confirmed in writing.

 The Company hereby acknowledges that (i) should the Securities and Exchange Commission (the
“Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the
filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and (iii) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

WhiteHorse Finance, LLC

By:

/s/ Alastair G. C. Merrick

Name:

Alastair G. C. Merrick

Title:

Chief Financial Officer

CORRESP
1
filename1.htm

Correspondence

 November 30, 2012

 Via Electronic Submission

 United States Securities and Exchange Commission

Division of Corporate Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Re:
WhiteHorse Finance, LLC; Registration Statement on Form N-2; Registration File No. 333-183798

 Dear Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Deutsche Bank Securities
Inc., J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives of the several Underwriters, hereby join in the request of WhiteHorse Finance, LLC that the effective date of the above-captioned
Registration Statement be accelerated so that the same will become effective on December 4, 2012 at 4:00 p.m., New York City time, or as soon as practicable thereafter.

 The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

 (i) Date of preliminary prospectus: November 26, 2012

 (ii) Dates of distribution:
November 26, 2012 through the date hereof

 (iii) Number of prospective underwriters to whom the preliminary prospectus was
furnished: 11

 (iv) Number of prospectuses so distributed: approximately 8,063.

(v) We have been informed by the participating underwriters that they have complied and will comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934.

 NY1 8582932v.2

Very truly yours,

 DEUTSCHE BANK SECURITIES INC.

 J.P. MORGAN SECURITIES LLC

 CITIGROUP GLOBAL MARKETS INC.

BARCLAYS CAPITAL INC.

By: Deutsche Bank Securities Inc.

By:

 /s/ Neil Abromavage

Name: Neil Abromavage

Title: Managing Director

By:

 /s/ Jeff Mortara

Name: Jeff Mortara

Title: Managing Director

 NY1 8582932v.2

CORRESP
1
filename1.htm

CORRESP

 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

 November 19, 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.2 Registration Statement on Form N-2

Filed:
Filed: November 8, 2012

 Ladies and Gentlemen:

 WhiteHorse Finance, LLC, a Delaware limited liability company (the “Fund”), filed on November 8, 2012 with the
Securities and Exchange Commission (the “Commission”) Amendment No. 2 (“Amendment No. 2”) 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 series of telephone calls commencing on on October 16, 2012 and continuing through today among the following individuals: Messrs.
Edward P. Bartz, John Ganley and James Curtis, Staff Attorneys, Messrs. Chad Eskildsen and John Russo, Staff Accountant, and Mr. Thomas Friedmann, Mr. David J. Harris and Ms. Abigail C. Smith, of Dechert LLP, outside counsel
to the Fund, as part of continuing discussions and the filing of correspondence on October 4, 2012, October 11, 2012, October 12, 2012, October 31, 2012, November 7, 2012, November 8,
2012, November 16 and November 19, 2012. 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. 2.

 PROSPECTUS

1. Please confirm that the Unsecured Term Loan, the Distribution and the proposed stock split will be reflected in the subsequent
footnote to the financial statements that is included in the Fund’s preliminary prospectus.

 Response:

The Fund confirms that each of these events will occur prior to the pricing of the transaction and undertakes to disclose in the subsequent event
footnote to its financial statements each of the

 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

 Edward P. Bartz

November 19, 2012

 Page
2

 items noted above that has occurred prior to the printing of the preliminary prospectus. The Unsecured Term Loan closed
on November 8, 2012 and its incurrence will be reflected in the subsequent event footnote in the next amendment to the Registration Statement, which will be filed with the Commission prior to printing the preliminary prospectus. Likewise, we
expect the Fund to complete the Distribution prior to the printing of the preliminary prospectus and, assuming such is the case, the next amendment to the Registration Statement will reflect the fact of such Distribution accordingly. The Fund notes,
however, that the stock split will occur immediately prior to the Fund’s election to be treated as a business development company and concurrently with the conversion of the Fund from a limited liability company to a corporation in Delaware. As
a result, the stock split will not occur until after the Fund files its next amendment to the Registration Statement, and it will not be reflected in the subsequent event footnote to the financial statements in the next amendment to the Registration
Statement and the preliminary prospectus. To ensure that investors in the proposed offering are aware of the proposed stock split, the Fund has included disclosure regarding such stock split under the caption “Summary—Recent
Developments—BDC Conversion” and in several other locations throughout the Registration Statement. In addition, all per share data in the Registration Statement give effect to the stock split, which is noted in each case.

2. With respect to the high water mark, or “incentive fee cap” concept, please disclose how the Incentive Fee Look-back
Period will be administered during the period prior to the end of the first 12 quarters following the closing of the proposed offering. Please provide a narrative discussion of how such cap and deferral mechanism works during the first 12 quarters
following such offering.

 Response:

 As requested, the Fund has added the following disclosure regarding the Incentive Fee Look Back Period explaining the mechanism during this period under “Summary—Investment Advisory
Agreement—Incentive Fee Cap and Deferral Mechanism” and elsewhere in Amendment 2:

 “Commencing on the first full fiscal quarter
following the closing date of this offering, the Incentive Fee Look-back Period will consist of the period that has elapsed since the closing date of this offering and continuing through the then-current fiscal quarter. For example, at the end of
our first full fiscal quarter after the offering, the Incentive Fee Look-back period will consist of one fiscal quarter and our Cumulative Pre-Incentive Fee Net Income will equal the sum of (a) the Pre-Incentive Fee Net Income during that
fiscal quarter and (b) our realized capital gains, realized capital losses, unrealized capital depreciation and unrealized capital appreciation, if any, during such fiscal quarter. Similarly, at the end of our second fiscal quarter after the
offering, the Incentive Fee Look-back period will consist of two full fiscal quarters and our Cumulative Pre-Incentive Fee Net Income will equal the sum of (a) the Pre-Incentive Fee Net Income during those two full fiscal quarters and
(b) our cumulative realized capital gains, cumulative realized capital losses, cumulative unrealized capital depreciation and cumulative unrealized capital appreciation, with “cumulative,” during the two full fiscal quarters elapsed
since the closing of this offering.”

 Edward P. Bartz

November 19, 2012

 Page
3

 3. With respect to the deferral mechanism of the high water mark concept, please make the following
changes to the disclosure:

(a)
change the defined term “Incentive Fee Cap” to be “Incentive Fee Cap and Deferral Mechansim”;

Response:

 As discussed, the Fund has
revised the disclosure in the Registration Statement to use the defined term “Incentive Fee Cap and Deferral Mechanism.”

(b)
add disclosure to the effect that the Incentive Fee Cap and Deferral Mechanism may cause certain incentive fees to not be paid during a quarterly fiscal period when
they would otherwise have become due and payable and instead cause the Fund to defer and pay such incentive fees to the investment adviser in a subsequent fiscal quarter (up to 11 fiscal quarters following such deferral date) under certain
circumstances,

 Response:

 As requested, the Fund has included the following disclosure under “Summary—Investment Advisory Agreement – Incentive Fee Cap and Deferral Mechanism” and elsewhere in Amendment
No. 2.

 “The Incentive Fee Cap and Deferral Mechanism provision of the Investment Advisory Agreement may cause incentive fee amounts
that were accrued but not paid during one fiscal period to be paid by the Fund to the investment adviser in a subsequent fiscal quarter at any time during the 11 full fiscal quarters following such fiscal quarter.”

(c)
add appropriate risk disclosure regarding the risk that a new investor in shares of common stock of the Fund may indirectly pay deferred incentive fees to the
investment adviser in respect of capital gains or income that were not permitted to be paid when they were initially accrued pursuant to the terms of the Incentive Fee Cap and Deferral provision of the Investment Advisory Agreement;

 Edward P. Bartz

November 19, 2012

 Page
4

 Response:

 The Fund has added the following disclosure under “Risk Factors — 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.”

 “In addition, under the terms of the
Incentive Fee Cap and Deferral Mechanism, the amount of incentive fees earned by our investment adviser will depend, in part, upon the timing of capital gains or losses in our investment portfolio, as well as the timing of recognition of income,
typically in the form of interest and dividend payments on portfolio company investments. Depending on the circumstances, there may be a lag of as long as 12 fiscal quarters between the occurrence of an event giving rise to an obligation to pay
incentive fees to the investment adviser and the payment of such incentive fees. Therefore, investors who acquire our shares of common stock after this offering may pay indirectly to our investment adviser incentive fees in respect of income or
capital gains that were received by or paid to the Fund prior to such investor becoming a stockholder in us. As a result, such investors may not participate in the income or capital gains giving rise to such indirect expense.”

(d)
include in the “Summary” section narrative disclosure regarding circumstances that would give rise to a deferral of incentive fees under the Incentive Fee
Cap or Deferral Mechanism in the Investment Advisory Agreement; and

 Response:

As requested, the Fund has added the following disclosure under the caption “Summary—Investment Advisory Agreement—Incentive Fee Cap or
Deferral Mechanism”:

 “For example, we may realize capital losses in a given fiscal quarter which could cause the Income-based
Incentive Fee accrued in such quarter to exceed the Incentive Fee Cap. As a result, the Incentive Fee Cap or Deferral Mechanism would prevent us from paying any incentive fees that are in excess of the Incentive Fee Cap in that fiscal quarter.
Assuming that the Fund then realizes income in the form of interest and dividend payments on portfolio investments and realizes capital gains in future fiscal quarters, the Incentive Fee Cap as of a future fiscal quarter may exceed the amount of
incentive fees owed during such fiscal quarter, which would enable the Fund to pay all or some portion of the incentive fees to the investment adviser that were deferred during the Incentive Fee Look-back Period. Under these circumstances, our
Incentive Fee Cap or Deferral Mechanism may have the effect of causing the Fund, and indirectly the Fund’s stockholders, to pay incentive fees to our investment advisor both with respect to currently accrued income and capital gains but also
with respect to some portion of the incentive fees deferred in prior periods.”

 Edward P. Bartz

November 19, 2012

 Page
5

(e)
include an additional numerical example illustrating the effect of the high water mark and deferral concepts under the caption “The Adviser and the
Administrator – The Investment Advisory Agreement – Examples of Quarterly Incentive Fee Calculation.”

 With
respect to (e), the Fund has added the following example:

 Example 3: Application of the Incentive Fee Cap and Deferral Mechanism:

 Assumptions

•

 In each of Years 1 through 4 in this example, as well as in each preceding year from the date of this Offering, Pre-Incentive Fee Net Investment Income
equals $40.0 million per year, which we recognized evenly in each quarter of each year and paid quarterly. This amount exceeded the hurdle rate and the requirement of the “catch-up” provision in each quarter of such year. As a result, and
the annual income related portion of the incentive fee, before the application of the Incentive Fee Cap and Deferral Mechanism in any year is $8.0 million ($40.0 million multiplied by 20%), and the cumulative income related portion of the incentive
fee before the application of the incentive fee cap and deferral mechanism over any Incentive Fee Look-back Period prior to any payment of incentive fees during such year is $16.0 million ($8.0 million multiplied by two). All income-related
incentive fees were paid quarterly in arrears.

•

 In each year preceding Year 1, we did not generate realized or unrealized capital gains or losses, no capital gain-related incentive fee was paid and
there was no deferral of incentive fees.

•

 Year 1: We did not generate realized or unrealized capital gains or losses.

•

 Year 2: We realized a $30.0 million capital gain and did not otherwise generate realized or unrealized capital gains or losses.

•

 Year 3: We recognized a $5.0 million unrealized capital depreciation and did not otherwise generate realized or unrealized capital gains or losses.

•

 Year 4: We realized a $6.0 million capital gain and did not otherwise generate realized or unrealized capital gains or losses.

 Edward P. Bartz

November 19, 2012

 Page
6

Income Related Incentive
Fee Accrued Before
Application of Incentive Fee
Cap or Deferral Mechanism

Capital Gains Related
Incentive Fee Accrued Before
Application of Incentive Fee
Cap or Deferral Mechanism

Incentive Fee Cap

Incentive Fees Paid and
Deferred

 Year 1

$8.0 million ($40.0 million multiplied by 20%)

None

$8.0 million (20% of Cumulative Pre-incentive Fee Net Return during Incentive Fee Look-back Period of $120.0 million less $16.0 million of cumulative incentive fees
paid)

Incentive fees of $8.0 million paid; no incentive fees deferred

 Year 2

$8.0 million ($40.0 million multiplied by 20%)

$6.0 million (20% of $30.0 million)

$14.0 million (20% of Cumulative Pre-incentive Fee Net Return during Incentive Fee Look-back Period of $150.0 million ($120.0 million plus $30.0 million) less $16.0 million of
cumulative incentive fees paid)

Incentive fees of $14.0 million paid; no incentive fees deferred

 Year 3

$8.0 million ($40.0 million multiplied by 20%)

None (20% of cumulative net capital gains of $25.0 million ($30.0 million in cumulative realized gains less $5.0 million in cumulative unrealized capital depreciation) less $6.0
million of capital gains fee paid in Year 2)

$7.0 million (20% of Cumulative Pre-incentive Fee Net Return during Incentive Fee Look-back Period of $145.0 million ($120.0 million plus $25.0 million) less $22.0 million of
cumulative incentive fees paid)

Incentive fees of $7.0 million paid; $8.0 million of incentive fees accrued but payment restricted to $7.0 million by the Incentive Fee Cap; $1.0 million of incentive fees
deferred

 Year 4

$8.0 million ($40.0 million multiplied by 20%)

$0.2 million (20% of cumulative net capital gains of $31.0 million ($36.0 million cumulative realized capital gains less $5.0 million cumulative unrealized capital depreciation)
less $6.0 million of capital gains fee paid in Year 2)

$9.2 million (20% of Cumulative Pre-incentive Fee Net Return during Incentive Fee Look-back Period of $151.0 million ($120.0 million plus $31.0 million) less $21.0 million of
cumulative incentive fees paid)

Incentive fees of $9.2 million paid ($8.2 million of incentive fees accrued in Year 4 plus $1.0 million of deferred incentive fees); no incentive fees deferred

 Edward P. Bartz

November 19, 2012

 Page
7

 4. Amend the Prospectus Summary to include supplementary cautionary language to investors that they
should not expect to receive yields on their investments equal to those calculated on the current portfolio and to reflect that the yields provided in Amendment 2 are calculated on a gross basis without giving effect to expenses incurred.

 Response:

 As
requested, the Fund has added the following cautionary language under “Prospectus Summary – WhiteHorse Finance:”

 “You
should note, however, that these yield calculations reflect gross investment returns with respect to our investments as of September 30, 2012 and do not reflect any reduction of such returns to reflect the corresponding expenses that we
incurred during the fiscal period ending on such date. Accordingly, investors in our common stock will receive a net yield in the form of cash distributio

CORRESP
1
filename1.htm

CORRESP

 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

 November 8, 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. 2 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 series of telephone calls commencing on on October 16, 2012 and continuing through today among the following individuals: Messrs.
Edward P. Bartz, John Ganley, James Curtis and John Roussea, Staff Attorneys, Mr. Chad Eskildsen, Staff Accountant, and Mr. Thomas Friedmann, Mr. David J. Harris and Ms. Abigail C. Smith, of Dechert LLP, outside counsel
to the Fund, as part of continuing discussions and the filing of correspondence on October 4, 2012, October 11, 2012, October 12, 2012 and October 31, 2012. 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

 1. Amend the Registration Statement to include interim financial statements as of and for the nine months ended September 30, 2012 and an audited schedule of investments as of September 30,
2012.

 Response:

 As
requested, the Fund has revised the Registration Statement to include interim financial statements as of and for the nine months September 30, 2012. The Fund has included a special purpose audited schedule of investments, also as of
September 30, 2012.

 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

 Edward P. Bartz

November 8, 2012

 Page
2

 2. Please explain why the holdings by each of the Members of shares of common stock in the Fund in
excess of five percent of the aggregate outstanding common stock of the Fund after giving effect to the initial public offering of common stock by the Fund does not violate Section 12(d)(1) of the Investment Company Act of 1940 (the
“1940 Act”)?

 Response:

 Each of the Members is an investment company that is not required to register as such with the Commission pursuant to Section 3(c) (1) or Section 3(c)(7) under the 1940 Act.
Section 12(d)(1)(A)(i) of the 1940 Act makes it unlawful for any “investment company . . . (the “acquiring company”) to purchase or otherwise acquire any security issued by any registered investment company (the
“acquired company”), if the acquiring company . . . immediately after such purchase or acquisition own[s] in the aggregate more than 3 per centum of the total outstanding voting stock of the acquired company.” Pursuant to
Section 60 of the 1940 Act, upon its election to be treated as a business development company, the Fund will be treated as a registered closed-end investment company for purposes of analyzing the requirements of Section 12 of the 1940 Act.

 Prior to its election to be treated as an investment company, the Fund will convert by action of law from a Delaware limited liability
company into a Delaware corporation. At no time will the Members purchase or otherwise acquire any security issued by the Fund in connection with the proposed initial public offering of common stock of the Fund or otherwise. The Members will have
holdings in excess of the threshold determined by regulation, but not through any affirmative act on their parts. Based on the plain language and meaning of Section 12(d)(1)(A) of the 1940 Act, which requires a purchase or other acquisition of
shares in an investment company, the Fund respectfully submits that the Members’ holdings of shares of common stock in the Fund, without more, does not violate this provision.

 In addition, for reasons other than the restriction on purchases of securities under Section 12(d)(1)(A) of the 1940 Act, the Members intend to pass their voting rights in the Fund’s common
stock through to their respective limited partners. As a result of this action, which the Members intend to implement through an irrevocable voting rights agreement between the Members and their respective limited partners, the Members will not have
control over, or any ability to influence the activities of, the Fund at any time when the Fund is subject to the requirements of the 1940 Act by virtue of its election to be treated as a business development company. Accordingly, based on the
Members’ lack of any voting interest in the Fund, together with the plain meaning of Section 12(d)(1)(A) of the 1940 Act, the Fund respectfully submits that the Members’ interest in the Fund following its election to be treated as a
business development company does not violate such provision.

 Edward P. Bartz

November 8, 2012

 Page
3

 3. Does the Fund intend to disclose the reverse stock split to prospective investors?

Response:

 As discussed, Amendment
No. 2 (“Amendment No. 2”) to the Registration Statement presents all per share data on a reverse stock split-adjusted basis.

 4. Does the Fund intend to disclose events subsequent to September 30, 2012?

Response:

 As discussed, the Fund has
disclosed events subsequent to September 30, 2012 in Amendment No. 2 under “Prospectus Summary–Recent Developments,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation–Recent
Developments” and “Note 8–Subsequent Events” of the unaudited financial statements.

 5. Amend the
Prospectus Summary to include cautionary language to investors that they should not expect to receive yields on their investments equal to those calculated on the current portfolio.

 Response:

 As requested, the Fund has revised Amendment No. 2 to include such
cautionary language under “Prospectus Summary–WhiteHorse Finance.”

 6. Revise the Registration Statement
such that “Prospectus Summary–Recent Developments” immediately follows “Prospectus Summary–WhiteHorse Finance.”

 Response:

 As requested, the Fund has revised Amendment No. 2 such that the paragraph
under “Prospectus Summary–Recent Developments—Recent Changes to the Portfolio” immediately follows the paragraph under “Prospectus Summary–WhiteHorse Finance” that discusses the cash current yield and yield to
maturity of the Fund’s portfolio investments.

 7. The Fund’s disclosure in note 3 to the table under the caption
“Portfolio Companies,” with respect to the Fund’s investments in FCC Holdings, LLC (“FCC Holdings”) and Jackson Hewitt Tax Service Inc. (“Jackson Hewitt” and, together with FCC Holdings, the
“Investee Companies”), states that an affiliate of the Fund’s investment adviser owns more than 50% of the voting securities of such portfolio companies or controls the board or is the controlling member of such companies
(each, a “control investment”). Please revise the disclosure in the Registration Statement to reflect that the Fund’s board of directors considered the implications of such control investments in the Investee Companies by
affiliates of the Fund’s investment adviser and the manner in

 Edward P. Bartz

November 8, 2012

 Page
4

 which such investments may limit the Fund’s investment objective and strategies in the future.
Describe the factors considered in evaluating the impact of such control investments and their impact on the Fund’s contemplated investment activity. With respect to future investments by funds or other vehicles affiliated with the Fund’s
investment adviser, supplementally explain to the Staff how the Fund will address potential joint transaction issues of Section 57(a)(4) of the 1940 Act and Rule 17d-1 under the 1940 Act.

The Fund’s initial investment in the debt instruments issued by the Investee Companies occurred at the inception of the Fund through the
contribution of such instruments by the Members. Other funds or vehicles advised by affiliates of the Fund’s investment adviser hold approximately 76% of the voting securities in FCC Holdings and approximately 75% of the voting securities in
Jackson Hewitt, and these interests were likewise acquired well before the inception of the Fund. Accordingly, the Fund acquired its interests in the Investee Companies prior to its confidential submission of the Registration Statement to the Staff
in May 2012, before its filing of Form N-6F in September 2012 and before its election to be treated as a BDC on Form N-54A. On October 15, 2012, in connection with a refinancing transaction undertaken by Jackson Hewitt, the Fund exchanged its
initial investment in senior secured notes having a principal amount due at maturity of $41.7 million, at par, for a combination of cash and a $17.5 million interest in a new senior secured term loan made by Jackson Hewitt.

The Fund has revised the Registration Statement to include disclosure regarding the considerations of the Fund and its board of directors in respect of
control investments by affiliates of the investment adviser. Also, the Fund will not make any additional investments in any of the Investee Companies so long as an affiliate of the Adviser controls such Investee Company.

With respect to any future investment by the Fund in any other company in which an affiliate of the investment adviser has a control investment, the Fund
hereby undertakes that it will either (i) prior to making such investment, obtain an exemptive order from the Commission pursuant to Section 57(i) of the 1940 Act and Rule 17d-1 under the 1940 Act or (ii) otherwise comply with then
applicable law, including the law governing joint transactions, and applicable Staff interpretations regarding Section 57(a)(4), Section 17(d) and Rule 17d-1.

 * * * * * * * * * *

 Edward P. Bartz

November 8, 2012

 Page
5

 We appreciate your attention to these responses. Additionally, we hereby undertake to file this and any ensuing written
communications with the Staff as correspondence.

 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 Abigail C. Smith at 202.261.3424 (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

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Table of Contents

  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.

Table of Contents

 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.

Table of Contents

 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.

Table of Contents

 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.

Table of Contents

 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.

 1

Table of Contents

 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

CORRESP
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filename1.htm

Correspondence

 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 12, 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 12, 2012 among Messrs. Edward P. Bartz, John Ganley and John Rousseau, Staff Attorneys, Messrs. Chad Eskildsen and
Kevin Ruppert, Staff Accountants, and Mr. Thomas Friedmann and Ms. Abigail C. Smith of Dechert LLP, outside counsel to the Fund. 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

1.
Describe quantitatively the percentage of each Member’s assets that were contributed to the Fund.

Response:

 The table below shows the
contribution to the Fund as of January 1, 2012 as a percentage of the total assets of each contributing Member on such date. For contributions subsequent to January 1, 2012, we have shown the aggregate contributions as a percentage of the
total assets of the Contributing Members as of June 30, 2012.

 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

 Edward P. Bartz

October 12, 2012

  Page
 2

Amounts
Contributed as of
1/1/2012

Total Assets as of
1/1/2012

Percentage of Total
Contributed Assets
as of 1/1/20121

 H.I.G. Bayside Debt & LBO Fund II, L.P.

$
97 million

$
1.36 billion

7
%

 H.I.G. Bayside Loan Opportunity Fund II, L.P.

$
79 million

$
292 million

27
%

 Given that several assets were contributed by the Members to the Fund after the audit date, the table below shows the
same information as of June 30, 2012.

Total Amounts
Contributed (to date)

Total Assets as of
6/30/2012

Percentage of Total
Contributed Assets
as of 6/30/122

 H.I.G. Bayside Debt & LBO Fund II, L.P.

$
154 million

$
1.75 billion

9
%

 H.I.G. Bayside Loan Opportunity Fund II, L.P.

$
126 million

$
569 million

22
%

2.
Does the Fund intend to make an additional drawdown on the Credit Facility following the initial drawdown of $50 million?

Response:

 The Fund has not yet
determined its future leverage policy with specificity. As a general matter, as stated in the Registration Statement, the Fund intends to use leverage to finance a portion of its loan originations and purchases, if any, going forward. The Fund
intends to add a sentence under “Distributions” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to the effect that the Fund intends to monitor and, to the extent practicable,

1
The table includes rounded numbers for ease of presentation.

2
 The table includes rounded numbers for ease of presentation.

 Edward P. Bartz

October 12, 2012

  Page
 3

maintain a leverage ratio that is consistent with the leverage ratio maintained by other listed business development companies. For the relevant disclosures, please see “Prospectus Summary
– Risk Factors” and “Risk Factors – Risks Relating to our Business and Structure – We intend to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and may
increase the risk of investing in us.” When and if the Fund determines a more specific leverage policy, such as matching future equity issuances with a consistent, corresponding amount of borrowing, the Fund will include appropriate disclosure
in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Registration Statement.

 * * * * * * * * * *

 We appreciate your attention to these responses. As discussed, if possible,
the Fund would like to launch a road show this week, ideally by Wednesday, October 17, 2012. Additionally, we hereby undertake to file this and any ensuing written communications with the staff as correspondence.

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 Abigail C. Smith
at 202.261.3424 (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

CORRESP
1
filename1.htm

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

Table of Contents

 Edward P. Bartz

October 4, 2012

  Page
 2

 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

Table of Contents

 Edward P. Bartz

October 4, 2012

  Page
 3

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.

Table of Contents

 Edward P. Bartz

October 4, 2012

  Page
 4

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.

Table of Contents

 Edward P. Bartz

October 4, 2012

  Page
 5

 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.

Table of Contents

 Edward P. Bartz

October 4, 2012

  Page
 6

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

CORRESP
1
filename1.htm

Correspondence No. 5

 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 11, 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, in a subsequent voicemail and in a further call among the same parties on October 10, 2012. 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

 Asset Coverage of the Fund

1.
Please provide the asset coverage ratio of the Fund prior to giving effect to the proceeds of the initial public offering.

Response:

 The table below shows the
Fund’s indicative balance sheet as of June 30, 2012 on an estimated actual basis and on a pro forma basis, after giving effect to each of the Credit Facility, the Unsecured Term Loan, the distribution to the Members (the
“Distribution”) and the contemplated

 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

 Edward P. Bartz

October 11, 2012

  Page
 2

initial public offering of $86 million. As requested, we have inserted a line item showing the Fund’s asset coverage ratio (defined as the ratio of total assets to indebtedness) for each of
the steps in the formation transaction. In addition, we have clarified the information provided for the period immediately following the Distribution but prior to completion of the initial public offering.

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

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

 Loan & Other Assets

290

290

290

290

290

 Cash

10

60

150

10

96

 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

 Asset Coverage Ratio (total assets to indebtedness)

n/a

700
%

314
%

214
%

276
%

 Shares

20.0

20.0

20.0

20.0

30.8

 NAV / Share

15.0

15.0

15.0

8.0

8.0
(2)

 Big Apple Concerns

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.

 Edward P. Bartz

October 11, 2012

  Page
 3

2.
Based on previous correspondence, it appears that the Members’ per share value would decrease as a result of the incurrence of debt and the distribution of the
proceeds, which would result in the Members’ basis in the shares of the Fund being less than the cost to shareholders acquiring shares in the initial public offering. This would result in immediate and substantial dilution to public investors
and substantial accretion for the Members. Please explain why such Distribution and the resulting substantial dilution to be experienced by investors in the public offering is consistent with the position of the Commission as expressed in Big Apple
Capital Corp. No-Action Letter (publicly available May 6, 1982).

3.
Response:

 As discussed on our telephone
call on October 10, 2012, we do not believe the concerns expressed by the Commission in the Big Apple Capital Corp. No-Action Letter (publicly available May 6, 1982) (the “Big Apple Letter”) are present in connection with the
contemplated Distribution and the ensuing initial public offering of common stock by the Fund.

 As a result of the Distribution, the aggregate
net asset value of the Fund will decline from approximately $300 million to $160 million, which will result in a proportional reduction in the Members’ remaining equity interest in the Fund. In round numbers, the net asset value of each share
in the Fund held by the Members following the distribution will decline from $15.00 per share to approximately $8.00 per share. The Fund then intends to undertake a reverse stock split in connection with its conversion from a limited liability
company into a corporation, so as to arrive at a net asset value per share of approximately $15.00 per share after the Distribution and conversion but immediately prior to the initial public offering. As a consequence of this change in the number of
outstanding shares of the Fund, the Fund expects that investors in the initial public offering will pay approximately the same price as the net asset value per share held by the Members after the Distribution and prior to such offering, and that
public investors will experience no meaningful dilution or accretion in connection with their investment in the Fund. The expected dilution to be experienced by investors in the initial public offering, if any, will be disclosed under
“Dilution” in the Registration Statement. Accordingly, we respectfully submit that the Commission’s position expressed in the Big Apple Letter does not apply to the Distribution and the initial public offering as currently
contemplated.

 Edward P. Bartz

October 11, 2012

  Page
 4

 * * * * * * * * * *

 We appreciate your attention to these responses and would like to arrange a conference call to discuss any remaining issues regarding the Registration Statement that the Staff would like to discuss,
including the Fund’s proposed language regarding the calculation of incentive fees and its presentation of financial information, with a view to clearing all remaining comments as soon as practicable. Additionally, we undertake to file this and
any ensuing written communications with the staff as correspondence.

 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 Abigail C. Smith at 202.261.3424 (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

CORRESP
1
filename1.htm

Correspondence

 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

 August 24, 2012

 VIA SECURE EMAIL PORTAL 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

Registration Statement on Form N-2

 Confidentially Submitted: July 13, 2012

 Ladies and Gentlemen:

WhiteHorse Finance, LLC, a Delaware limited liability company (the “Fund”), has today submitted with the Securities and
Exchange Commission (the “Commission”) for confidential non-public review Amendment No. 2 (“Amendment No. 2”) 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”) in a discussion on July 25, 2012 between Mr. Edward P. Bartz, Staff Attorney, and Abigail Smith, Associate, of
Dechert LLP, outside counsel to the Fund. For your convenience, the Staff’s comments are included in this letter and are followed by the applicable response. We will also provide courtesy copies of Amendment No. 2, as submitted and marked
with the changes from the original submission of the Registration Statement. Except as provided in this letter, terms used in this letter have the meanings given to them in Amendment No. 2.

As discussed, the changes in Amendment No. 2 reflect the Fund’s continuing efforts to establish appropriate leverage, which
include disclosure related to the proposed credit facility and an unsecured note with a third party that is not yet prepared to be identified. In addition, the Fund has made some changes to the composition of the portfolio in order to comply with
the diversification requirements applicable to regulated investment companies. The Fund continues to hope to market in mid to late September and we are happy to make ourselves and individuals at the Fund available for discussions on concerns related
to these and any other matters.

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

 Edward P. Bartz

August 24, 2012

  Page
 2

 PROSPECTUS

Prospectus Summary

 Concurrent Private Placement

1.
In the second paragraph of this section, please disclose the length of the lock-up period for the shares being offered in the Concurrent Private Placement, as
disclosed elsewhere in the Registration Statement.

 Response:

As requested, the Fund has provided under the caption “Concurrent Private Placement” a description of the registration rights
discussed on page 80 of the Registration Statement. The Fund anticipates that shares of common stock acquired by investors in the Concurrent Private Placement, if any, will be subject to a 180-day lock-up agreement with the underwriters of the
Offering.

 JOBS ACT COMMENTS

 Risk Factors

 Risks Related to our Investments

2.
We are an “emerging growth company,” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will
make our common stock less attractive to investors. Please disclose affirmatively whether the Fund intends to take advantage of the reduced regulatory and reporting requirements available to it as an emerging growth company, including the
extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Additionally, please include risk factor disclosure to the effect that the Fund’s financial statements
may not be comparable to those of entities that are not able to avail themselves of such modified requirements.

 Edward P. Bartz

August 24, 2012

  Page
 3

 Response:

The Fund has revised the referenced risk factor to affirmatively state that it is electing to take advantage of the extended transition
period provided to emerging growth companies in Section 7(a)(2)(B) of the Securities Act, as well as the other reduced regulatory and reporting requirements available to it. Additionally, as requested, the Fund has added additional risk
disclosure indicating that the financial statements of the Fund may not be comparable to other entities as a result of such the Fund taking advantage of such reduced requirements.

* * * * * * * * * *

 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 Abigail Smith at 202.261.3424 (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:
Richard Siegel, WhiteHorse Finance, LLC

 Paul K. Risko and John A. MacKinnon, Sidley Austin LLP

 David Harris and Richard
Hervey, Dechert LLP

 17443787

CORRESP
1
filename1.htm

Correspondence

 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

 July 13, 2012

 VIA SECURE EMAIL PORTAL 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

Registration Statement on Form N-2

 Confidentially Submitted: May 14, 2012

 Ladies and Gentlemen:

WhiteHorse Finance, LLC, a Delaware limited liability company (the “Fund”), has today submitted with the Securities and
Exchange Commission (the “Commission”) for confidential non-public review 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”) in a letter dated June 13, 2012 from Mr. Edward P. Bartz, Staff Attorney, 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 are followed by the applicable response. We will also provide courtesy copies of Amendment No. 1, as submitted and marked with the
changes from the original submission of the Registration Statement. Except as provided in this letter, terms used in this letter have the meanings given to them in Amendment No. 1.

PROSPECTUS

 Prospectus Summary

 WhiteHorse Finance

1.
The fourth paragraph of this section describes the characteristics of the loans and notes held in the Fund’s existing investment portfolio. Please also disclose
the credit quality of these investments, and include the term “junk bonds” in describing the loans and notes that are rated below investment-grade. Please also describe the speculative nature of these types of investments. Additionally,
please describe the Fund’s policies regarding the anticipated credit quality and maturity of its future investments.

 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

 Edward P. Bartz

 July
13, 2012

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 Response:

As requested, the Fund has included the following language in its description of its existing investments and in the investments in which
it intends to invest in the future, “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.” The Fund has also
included the following language in relation to the maturity of its future investments, that they “ typically carry a floating interest rate based on LIBOR and have a term of three to six years.”

2.
The fourth paragraph also provides statistics regarding the average size, yield to maturity, and weighted average remaining term of the nine debt instruments held in
the existing investment portfolio. Please also describe the high and low ranges for the size, yield to maturity, and remaining term of each of these nine investments.

Response:

As requested, the Fund has added additional summary disclosure regarding its existing investment portfolio in terms of the range of
investment size, yield to maturity and remaining term.

 H.I.G. Capital

3.
This section, as well as the sections titled “Our Investment Adviser,” “Market Opportunity” and “Competitive Strengths” that follow,
are extremely detailed for the summary portion of the prospectus. Please either provide a more abbreviated narrative for these sections, or move these sections to more appropriate locations in the prospectus.

Response:

As requested, the Fund has streamlined its disclosure under the subheadings “H.I.G. Capital,” “Market Opportunity” and
“Competitive Strengths” in the Prospectus Summary. The language omitted from the Prospectus Summary still appears under the caption “The Company.”

 Edward P. Bartz

 July
13, 2012

  Page
 3

 Our Investment Adviser

4.
The second paragraph of this section states that H.I.G. Capital is obligated to allocate investment opportunities among its managed affiliates in accordance with its
allocation policy. Additionally, on page 5 of the prospectus, disclosure provides that, as part of the BDC Conversion, the existing members of WhiteHorse Finance, LLC will receive shares of common stock in the Fund in exchange for the limited
liability company interests they currently own in WhiteHorse Finance, LLC. Please provide an analysis of these transactions under Section 57 of the Investment Company Act of 1940 (the “1940 Act”), including a discussion of whether an
exemption from the provisions of this Section is necessary.

 Response:

The Fund respectfully submits that the allocation policies to be implemented by WhiteHorse Advisers, the Fund’s investment adviser,
and its affiliates, including H.I.G. Capital, do not require exemptive relief under Section 57 of the 1940 Act as currently contemplated. As noted in the “Prospectus Summary – Conflicts of Interest”:

“In situations where co-investment with other accounts managed by our investment adviser or its affiliates is not permitted or
appropriate, H.I.G. Capital and our investment adviser will need to decide which client will proceed with the investment. Our investment adviser’s allocation policy provides, in such circumstances, for investments to be allocated on a random or
rotational basis to assure that all clients have fair and equitable access to such investment opportunities. Moreover, except in certain circumstances, we will be unable to invest in any issuer in which a fund managed by our investment adviser or
its affiliates has previously invested.”

 The Fund intends to rely initially upon existing Staff interpretive guidance
regarding rotational and random allocation processes and upon supplemental guidance with respect to permissible allocation methodologies. See, e.g., Massachusetts Mutual Life Insurance Company (pub. avail. June 7, 2000). As discussed in
response to Comment 31 below, the Fund, the investment adviser, H.I.G. Capital and affiliates of H.I.G. Capital may elect in the future to submit an application for exemptive relief with respect to co-investing, but no such determination has been
made at this time.

 With respect to the BDC Conversion, existing members of WhiteHorse Finance, LLC will receive shares of
common stock in the Fund in exchange for the limited liability company interests they currently own in WhiteHorse Finance, LLC. This conversion from a Delaware limited liability company into a Delaware corporation will occur by action of law through
the filing of a certificate of conversion with the Secretary of State of the State of Delaware. The Fund does not

 Edward P. Bartz

 July
13, 2012

  Page
 4

believe that this conversion is a transaction subject to Section 57 of the 1940 Act for two reasons. First, the BDC Conversion will occur by action of law, will not require any issuance or
exchange of securities by the Fund, and will not require an investment decision by members in WhiteHorse Finance, LLC. In the absence of an investment decision, the conversion of liability interests in WhiteHorse Finance, LLC into shares of common
stock under state law will not constitute a “transaction” subject to Section 57 of the 1940 Act. Second, at the time the BDC Conversion occurs, WhiteHorse Finance, LLC will not yet have filed an election to be treated as a business
development company on Form N-54A and, consequently, the Fund will not yet be subject to Section 57 pursuant to Section 6(f) of the 1940 Act. For these reasons, the Fund respectfully submits that the implementation of the BDC Conversion
does not require exemptive relief under Section 57 of the 1940 Act.

 Formation Transactions

5.
Our Formation. This paragraph states that an independent third-party valuation firm was used to determine the fair value of the contributed
assets. Please identify the third-party valuation firm in this section, and file a copy of the valuation and the consent of the third-party valuation firm as exhibits to the registration statement. See Section 7(a) of the Securities Act
of 1933 (the “Securities Act”) and Item 25.2.n of Form N-2.

 Response:

In the Formation Transaction, two private investment funds, H.I.G. Bayside Debt & LBO Fund II, L.P. and H.I.G. Bayside Loan
Opportunity Fund II, L.P. (together, the “Contributing Funds”), both of which are managed by an affiliate of the Fund’s investment adviser, capitalized the Fund through contributions of assets for which they received
consideration in the form of limited liability company interests in the Fund. In connection with the Formation Transaction, the investment adviser provided to the general partner of each Contributing Fund an analysis of the fair value of each asset
contributed to the Fund. In addition, to assist the Contributing Funds in their analysis of the Formation Transaction, an affiliate of the investment adviser engaged a nationally recognized independent valuation firm to provide additional,
independent input regarding the fair value of such contributed assets, other than those assets which had been recently acquired from an independent third party seller in an arm’s length transaction. The analytical input provided by such
valuation firm served as one factor considered by the Contributing Funds and their investment adviser in evaluating the Formation Transaction but was not a dispositive factor. Such analysis, together with analyses of the Fund’s proposed fee
arrangements, corporate governance structure, liquidity profile and other factors, were considered by the general partners of the Contributing Funds and their investment adviser before they decided to proceed with the Formation Transaction. At this
time, the valuations obtained from such valuation firm are more than five months old and will be still more dated at the time of the proposed initial public offering of shares of common stock (the “Offering”) by the Fund.

 Edward P. Bartz

 July
13, 2012

  Page
 5

 Moreover, it is the intention of the Fund and the Fund’s investment adviser to
update the fair values at which such assets are carried on the Fund’s balance sheet through a process described in detail in the prospectus under “Management’s Discussion and Analysis of Financial Condition and Results of Operations
– Critical Accounting Policies – Valuation of Portfolio Investments.” The Fund respectfully submits that it is these updated fair values, to be determined by the Fund’s board of directors, and not fair values determined several
months ago by a third party, to which prospective investors in the Offering should direct their attention in making an investment decision.

 For the reasons discussed below, the Fund further submits that disclosing the name of this independent valuation firm will only increase the cost to the board of directors of the Fund of obtaining
independent valuation data in the future, without any corresponding improvement in the quality of such information for the benefit of investors and stockholders. First, public disclosure of the valuation firm’s name would, at a minimum, cause
such valuation firm to seek additional compensation from the Fund, which amount would be borne indirectly by the stockholders in the Fund. Even without any such increases, the cost of such valuations renders them of marginal value to the board of
directors, particularly with respect to smaller investments. Second, such valuation firm may refuse to be named or to consent to be named as an expert in the prospectus and may refuse to act as a valuation agent for the board of directors under such
conditions in the future. Third, the Fund is concerned that disclosing the name of such valuation firm could mislead investors by implying that stockholders in the Fund could obtain or rely upon future valuation reports provided to the Fund’s
board of directors by an independent valuation firm. The Fund’s public stockholders will not receive, and will have no basis to assert reliance upon, the analytical data provided from time to time to the Fund’s board of directors by
independent valuation firms.

 Consistent with the requirements of the 1940 Act, the regulations promulgated thereunder and the
related accounting literature, the fair value of the Fund’s assets will be determined by its board of directors and not by the Fund’s investment adviser or by independent, third party valuation agents. Accordingly, the Fund respectfully
submits that it would be inappropriate to name the valuation firm retained by an affiliate of the Fund’s investment adviser in connection with the Formation Transaction in the Fund’s public disclosure, and that such disclosure would
ultimately harm investors by potentially depriving the Fund’s board of directors of an important source of comparative valuation data that it could otherwise use in determining the fair value of the Fund’s assets in the future.

Use of Leverage

6.
The first paragraph of this section provides that the Fund expects to use leverage consistent with the rules and regulations under the 1940 Act. Please describe how
much leverage the Fund is permitted to use, as well as how much leverage the Fund expects to use, under the 1940 Act.

 Edward P. Bartz

 July
13, 2012

  Page
 6

 Response:

As requested, the Fund has added to this section a discussion of the extent to which it is permitted to use leverage consistent with the
rules and regulations under the 1940 Act. With respect to the Fund’s intentions regarding the use of leverage, the Fund is finalizing the terms of a proposed credit facility at this time. As soon as such terms are agreed, the Fund will amend
its disclosure to provide all of the material terms of the proposed credit facility, including the amount of debt that it may incur. The Fund undertakes to provide such disclosure, including anticipated leverage levels at the time of the Offering,
for review by the Staff in an amendment to the Registration Statement prior to the commencement of the road show in connection with the Offering.

 The Offering

 Concurrent Private Placement

7.
Please provide in this section a description of the registration rights discussed on page 90 of the draft registration statement. Also, please disclose the length of
the lock-up period for the shares being offered in the Concurrent Private Placement.

 Response:

 As requested, the Fund has provided under the caption “Concurrent Private Placement” a description of the
registration rights discussed on page 90 of the Registration Statement. The Fund anticipates that shares of common stock acquired by investors in the Concurrent Private Placement, if any, will be subject to a 180-day lock-up agreement with the
underwriters of the Offering.

 Investment Advisory Agreement

8.
This section describes the Investment Advisory Agreement with WhiteHorse Advisers. Please also disclose the interim investment advisory agreement with Bayside
Capital, Inc., referenced on page F-13 in Note 5 to the Financial Statements.

 Response:

The Fund notes that the obligation of Bayside Capital, Inc. to provide investment advisory services under its interim advisory agreement
will expire by its terms upon the pricing of the Offering, and the Investment Advisory Agreement will take effect at that time. The interim investment advisory agreement serves only to govern the relationship between the interim investment adviser
and the Fund prior to the Offering and will not aff

CORRESP
1
filename1.htm

Correspondence

 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

 September 24, 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

 Registration Statement on Form N-2

  Filed: September 10, 2012

 Ladies and Gentlemen:

WhiteHorse Finance, LLC, a Delaware limited liability company (the “Fund”), has today filed 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 conversation on September 19, 2012 between Mr. Edward P. Bartz, Staff Attorney, and Abigail C. Smith of Dechert LLP, outside counsel
to the Fund. For your convenience, the Staff’s comments are included in this letter and are followed by the applicable response. We will also provide courtesy copies of Amendment No. 1, as filed and marked with the changes from the
original filing of the Registration Statement. Except as provided in this letter, terms used in this letter have the meanings given to them in Amendment No. 1.

 PROSPECTUS

 Credit Facility

1.
Please disclose in plain English why the structure of the Credit Facility was implemented.

Response:

We have included in Amendment No. 1 the following additional disclosure.

“We elected to have our subsidiary, WhiteHorse Warehouse, enter into the Credit Facility because its structure enabled us to incur
lower borrowing costs than would be available using

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

 Edward P. Bartz

September 24, 2012

  Page
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alternative financing structures such as a traditional secured loan facility. These lower borrowing costs indirectly benefit our stockholders by reducing our consolidated interest expense. From
the standpoint of the borrower, the Credit Facility structure is analogous to a secured credit facility, in that WhiteHorse Warehouse has pledged certain loan assets as collateral against its obligation to repay money borrowed under the Credit
Facility. However, because the loans serving as collateral under the Credit Facility are isolated in a special purpose financing entity, WhiteHorse Warehouse, the lender faces a relatively lower risk that other creditors could benefit from claims
against such collateral in the event of our bankruptcy. In addition, the structure insulates the lender under the Credit Facility against credit losses that may be experienced in respect of portfolio assets that do not serve as collateral under the
Credit Facility. As a result of this reduced risk, the lender was able to offer to WhiteHorse Warehouse lower borrowing costs than we could have otherwise obtained and which indirectly benefit our stockholders.”

2.
In the first bullet point in under “Summary – Recent Developments” and elsewhere in the prospectus where the same language appears, please disclose
how the loans were selected to be used as collateral for the Credit Facility, why not all of the loans owned by the Fund were included and how loans will be selected for inclusion as collateral under the Credit Facility in the future.

 Response:

 Under the Credit Facility documents, the lenders have agreed to permit only loan assets meeting certain specified, objective criteria determined by the lender to serve as collateral under the Credit
Facility. The Fund understands that these criteria are designed to comply with regulations governing the credit quality of financial assets used as collateral in commercial lending and similar financing activities in the United States by regulatory
authorities having jurisdiction over the lender. The Fund, as collateral manager for WhiteHorse Warehouse and acting through its Adviser, selected loans held by the Fund that met such criteria and transferred them to WhiteHorse Warehouse prior to
the closing of the Credit Facility. Because of the favorable borrowing costs available to WhiteHorse Warehouse under the Credit Facility, we intend to transfer additional loan assets to WhiteHorse Warehouse in the future if we can identify and
originate or acquire loans meeting such criteria in the future. Under the terms of the Credit Facility, such transfers, if any, will enable WhiteHorse Warehouse to borrow additional amounts under the Credit Facility. We have added disclosure to
Amendment No. 1 to this effect.

3.
Please tell us whether the Fund will originate or acquire loans outside of WhiteHorse Warehouse in the future.

 Edward P. Bartz

September 24, 2012

  Page
 3

 Response:

The Fund expects to originate or acquire additional portfolio loans that it will not transfer to WhiteHorse Warehouse in the future. As a
general matter, the Fund would expect to hold loans outside of WhiteHorse Warehouse if they do not meet the criteria established for loan collateral under the Credit Facility or if the Fund has already drawn the maximum amount available under the
Credit Facility. The Fund believes that this financing approach will enable it to deploy its capital efficiently and to increase its capacity to provide financing for businesses in its target market.

4.
Please clarify in the disclosure who originates the loans, the Fund or WhiteHorse Warehouse.

Response:

We have clarified in the disclosure under the heading “Summary – Recent Developments,” and other appropriate places that
the Fund, acting through its Adviser, expects to continue to originate loans and that WhiteHorse Warehouse will continue to acquire and finance loans, but that it will not originate loans.

5.
Confirm that WhiteHorse Warehouse is subject to the same provisions of the 1940 Act to which the Fund is subject.

Response:

 As requested, the Fund respectfully submits that WhiteHorse Warehouse is subject to the same provisions of the 1940 Act to which the Fund is subject. For purposes of compliance with the requirements of
the 1940 Act and consistent with the Staff’s position in a no-action letter to NGP Capital Resources
Co.,1 the Fund intends to treat WhiteHorse Warehouse as a
disregarded entity and to meet the applicable tests under the 1940 Act on a consolidated basis.

6.
Confirm to us that WhiteHorse Warehouse does not have the ability to change the Fund’s operating policies.

Response:

The Fund confirms that, as a special purpose financing entity with limited power and authority, WhiteHorse Warehouse cannot change the
Fund’s operating policies.

1
 See NGP Capital Resources Co., SEC No-Action Letter (Dec. 28, 2007).

 Edward P. Bartz

September 24, 2012

  Page
 4

7.
Explain to us whether the Lender can reach the Fund’s loans that are not held by WhiteHorse Warehouse and do not serve as collateral under the Credit Facility
and how the relationship between the Fund and WhiteHorse Warehouse works.

 Response:

Under the terms of the Credit Facility, the lender has limited recourse to the Fund. Such limitation is consistent with the terms of
other, similarly structured financing transactions. Under the Loan Sale Agreement with respect to the Credit Facility, the Fund sold and/or contributed to WhiteHorse Warehouse all of the Fund’s ownership interest in certain of its portfolio
loans for the purchase price and other consideration set forth in the Loan Contribution Agreement. The Credit Facility is structured to limit the lender’s recourse to the Fund’s assets, with such recourse generally limited to claims in
respect of representations and warranties made by the Fund regarding its title to, and the credit quality of, portfolio loans transferred to WhiteHorse Warehouse and to the Fund’s obligations under the Collateral Management Agreement.

8.
Clarify in the disclosure that the Adviser is really the entity providing the service as Collateral Manager under the Credit Facility. Acknowledge the role that the
Adviser plays.

 Response:

 The Adviser is the external investment adviser to the Fund and, as such, provides the investment advisory and management services necessary to enable the Fund to operate on a day-to-day basis. The
Adviser, acting on behalf of the Fund, provides WhiteHorse Warehouse with collateral management services under the Credit Facility and the related Collateral Management Agreement. Accordingly, the Fund has added the following disclosure to Amendment
No. 1:

 “WhiteHorse Advisers, as our investment adviser pursuant to the Investment Advisory Agreement, will provide
to us personnel to enable us to perform the collateral management services that we have contracted to provide under the Collateral Management Agreement. Our investment advisor is not entitled to receive any fees for these services other than those
contemplated under the Investment Advisory Agreement.”

9.
Please clarify the disclosure describing the Risk Retention Letter to make it easier to understand.

 Edward P. Bartz

September 24, 2012

  Page
 5

 Response:

As requested, the Fund clarified the disclosure regarding the Risk Retention Letter.

10.
Please file as exhibits all material contracts related to the Credit Facility and the Unsecured Note, specifically, in respect of the Credit Facility, the Collateral
Management Agreement, the Loan Sale Agreement and the Risk Retention Letter, and those related to the Unsecured Note.

 Response:

 As requested, the Fund will file in a subsequent amendment as
exhibits the Collateral Management Agreement, the Loan Contribution Agreement and the Risk Retention Letter. The Fund will also file the material contracts related to the Unsecured Term Loan when those documents are finalized (the Fund has changed
the defined term “Unsecured Note” to “Unsecured Term Loan” in Amendment No. 1).

 Unsecured Term
Loan

11.
Please advise us whether the Fund will comply with the 200 percent asset coverage standard set forth in Section 18(a)(1) of the Investment Company Act of 1940,
as amended (the “1940 Act”), as amended by Section 61(a)(1) of the 1940 Act, after it has borrowed funds under the Unsecured Note and distributed the proceeds of such borrowing to the existing Members of the Fund prior to the sale of
its shares of common stock in the initial public offering.

 Response:

The Fund intends to (1) execute the Unsecured Term Loan, (2) borrow funds under the Unsecured Term Loan in the amount set forth
in the prospectus under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments” and (3) distribute such amount to its existing Members prior to the Fund’s election
to be treated as a business development company through the filing of a Report on Form N-54A with the Commission. Accordingly, the Fund respectfully submits that, pursuant to Section 6(f) under the 1940 Act, at the time of such borrowing and
distribution and , the Fund will not be subject to Sections 18(a)(1) and 61(a)(1) under the 1940 Act.

 Immediately, after
giving effect to the IPO, the Fund is targeting an asset coverage ratio of approximately 270%.

 Edward P. Bartz

September 24, 2012

  Page
 6

12.
Please confirm to us whether any partner of an existing Member of the Fund are on the Board of the Fund and, if so, discuss how the conflict of interest is resolved
in respect of such partner voting to make payments to themselves.

 Response:

The Fund hereby confirms that no person is both on the board of directors of the Fund and a partner of a Member of the Fund. As a result,
the Fund respectfully submits that no general partner and no limited partner of either Member authorized the payment of any distribution by the Fund to the Members.

 Moreover, at the time such distribution was authorized, and on the date of payment of such distribution, the Fund will not yet have elected to be treated as a business development company by filing a
Report on Form N-54A with the Commission. Accordingly, the Fund was not, and shall not be subject to most of the provisions of the 1940 Act, including Section 57 under the Act, which pertains to transactions by investment companies with
affiliated persons. The authorization of a distribution by the Fund is governed by the Delaware Limited Liability Company Act and the limited liability company operating agreement of the Fund. Under such statute and agreement, the Manager of the
Fund may authorize payment of a distribution of the property of the Fund, which was done in this case.

13.
Disclose what the distribution to the Members represents. Why is it being made?

Response:

The Fund, acting through its Adviser, has sought to put in place a capital structure that appropriately balances its financial leverage
and the effective yield that investors in the Fund’s initial public offering of common stock can expect following such offering. The Fund is targeting an initial asset coverage ratio of approximately 270% immediately after giving effect to the
initial public offering and the application of the proceeds from such offering. In order to achieve such leverage ratio, the Fund will incur leverage through borrowings under the Credit Facility and the Unsecured Term Loan. If the Fund were to
borrow funds under the Unsecured Term Loan and not distribute such Funds to its Members, then it would not achieve its target leverage ratio and would be holding a large amount of uninvested capital, depressing its effective yield. The Fund could
have achieved its target leverage ratio by other means, but the Fund and the Adviser have determined that this approach, including incurring indebtedness in the form of the Unsecured Term Loan and distributing the proceeds of such borrowing to the
Members, is the least expensive form of indebtedness available and affords the Fund substantial operating flexibility following the initial public offering. The distribution represents, in effect, a reduction in the amount of the Members’
initial equity contribution and the replacement of such contribution amount with debt capital from an unaffiliated third party.

 Edward P. Bartz

September 24, 2012

  Page
 7

14.
Clarify that the distribution to the Members is a one-time distribution, rather than a series of distributions.

Response:

The Fund hereby confirms that the distribution discussed in Comments 11, 12 and 13 is expected to be a one-time distribution that will
take place prior to the initial public offering and has revised Amendment No. 1 to reflect that this is the case.

15.
In the light of the fact that the Members will be guaranteeing the Unsecured Note, please provide us with an analysis under Section 57 of the 1940 Act regarding
affiliated transactions relating to this guarantee.

 Response:

As currently contemplated, the Fund will incur indebtedness under the Unsecured Term Loan, and one of the Members will become a guarantor
of such Unsecured Term Loan (the “Member Guarantee”). Under the terms of the Member Guarantee, if the guarantor were to pay amounts owed by the Fund pursuant to the Member Guarantee, then the guarantor would have a right to seek repayment
of such amount from the Fund. While, in this way, the Member Guarantee can be regarded as a form of indebtedness to be incurred by the Fund from a person which is subject to Section 57’s restrictions, because the transaction will be
entered prior to the date on which the Fund elects to be treated a business development company by filing a Form N-54A with the Commission, the restrictions contained in Section 57 will not apply.

Moreover, Section 57 does not prohibit a business development c