UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2022
WhiteHorse Finance, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
814-00967 |
45-4247759 |
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(State or other jurisdiction
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(Commission
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(IRS Employer
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1450 Brickell Avenue, 31st Floor
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33131 |
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(Address of principal executive offices) |
(Zip Code) |
(305) 381-6999
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
◻Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
◻Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
◻Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
◻Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which
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Common Stock, par value $0.001 per share |
WHF |
The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ◻
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Item 1.01. Entry into a Material Definitive Agreement.
On January 4, 2022, WHF Finance Credit I, LLC (“WhiteHorse Credit”), a wholly owned subsidiary of WhiteHorse Finance, Inc. (the “Company”), amended the terms of the Fifth Amended and Restated Loan Agreement, dated April 28, 2021 (as amended), by and among WhiteHorse Credit, as borrower, JPMorgan Chase Bank, National Association, as lender and administrative agent, Citibank, N.A., as collateral agent and securities intermediary, the Company, as portfolio manager, and Virtus Group LP, as collateral administrator (as amended, the “Amended Loan Agreement”). The Amended Loan Agreement extends a temporary increase in availability under WhiteHorse Credit’s $285 million credit facility, allowing WhiteHorse Credit to borrow up to $335 million for a four-month period beginning on October 4, 2021.
The description above is only a summary of the Amended Loan Agreement and is qualified in its entirety by reference to a copy of the Amended Loan Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this Current Report on Form 8-K may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
*Portions of this exhibit, marked by brackets, have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because they (i) are not material and (ii) are of the type that the Company treats as private or confidential. The Company undertakes to promptly provide an unredacted copy of this exhibit on a supplemental basis, if requested by the Securities and Exchange Commission or its staff.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: January 10, 2022 |
WHITEHORSE FINANCE, INC. |
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/s/ Joyson C. Thomas |
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By: |
Joyson C. Thomas |
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Title: |
Chief Financial Officer |
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Exhibit 10.1
Execution Version
THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AGREEMENT
This Third Amendment to the Fifth Amended and Restated Loan Agreement (this "Amendment"), dated as of January 4, 2022, is entered into by and among WHITEHORSE FINANCE CREDIT I, LLC (the "Company"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as lender (the "Lender") and administrative agent (the "Administrative Agent"), CITIBANK, N.A., as collateral agent (the "Collateral Agent") and securities intermediary (the "Securities Intermediary"), WHITEHORSE FINANCE, INC. (the "Portfolio Manager") and Virtus Group LP, as collateral administrator (the "Collateral Administrator"). Reference is hereby made to the Fifth Amended and Restated Loan Agreement (as amended by the First Amendment dated as of July 15, 2021, as amended by the Second Amendment dated as of October 4, 2021 and as further amended or modified from time to time, the "Loan Agreement"), dated as of April 28, 2021, among the Company, the Lender, the Administrative Agent, the Collateral Agent, the Securities Intermediary, the Portfolio Manager and the Collateral Administrator. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Loan Agreement.
WHEREAS, the parties hereto are parties to the Loan Agreement;
WHEREAS, the parties hereto desire to amend the terms of the Loan Agreement in accordance with Section 10.05 thereof as provided for herein; and
ACCORDINGLY, the Loan Agreement is hereby amended as follows:
SECTION 1.AMENDMENT TO THE LOAN AGREEMENT
The definition of "Bridge Commitment Period" is deleted in its entirety and is replaced with the following:
"Bridge Commitment Period" means the period beginning on, and including, the Second Amendment Effective Date and ending on, but excluding, the date that is four calendar months following the Second Amendment Effective Date.
SECTION 2.MISCELLANEOUS.
(A)The effectiveness of this Amendment shall be subject to receipt by the Administrative Agent of (i) the fee payable in accordance with the Third Amendment Effective Date Letter and (ii) to the extent the Company qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Company.
(B)The parties hereto hereby agree that, except as specifically amended herein, the Loan Agreement is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects. Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party hereto under the Loan Agreement, or constitute a waiver of any provision of any other agreement.
(C)The Collateral Administrator, the Collateral Agent and the Securities Intermediary are hereby directed to execute and deliver this Amendment.
(D)The effectiveness of this Amendment shall be subject to receipt by the Administrative Agent of an opinion of counsel for the Company to the effect that this Amendment constitutes a legal, valid and binding obligation of the Company (subject to standard qualifications and assumptions).
(E)The Portfolio Manager hereby certifies that (i) all of the Company’s representations and warranties set forth in Section 6.01 of the Loan Agreement are true and correct (subject to any materiality
qualifiers set forth therein) as of the date hereof and (ii) as of the date hereof, no Default, Event of Default or Market Value Cure Failure has occurred and is continuing.
(F)This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
(G)This Amendment may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.
(H)This Amendment shall be effective as of the date of this Amendment first written above.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.
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WHITEHORSE FINANCE CREDIT I, LLC |
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By: |
/s/ Joyson C. Thomas |
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Name: |
Joyson C. Thomas |
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Title: |
Authorized Signatory |
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JPMORGAN CHASE BANK, NATIONAL
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By: |
/s/ James Greenfield |
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Name: |
James Greenfield |
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Title: |
Executive Director |
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CITIBANK, N.A., as Collateral Agent |
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By: |
/s/ Jose Mayorga |
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Name: |
Jose Mayorga |
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Title: |
Senior Trust Officer |
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CITIBANK, N.A., as Securities Intermediary |
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By: |
/s/ Jose Mayorga |
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Name: |
Jose Mayorga |
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Title: |
Senior Trust Officer |
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VIRTUS GROUP LP, as Collateral Administrator |
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By: |
Rocket Partners holdings, LLC,
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By: |
/s/ Paul Plank |
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Name: |
Paul Plank |
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Title: |
Authorized Signatory |
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WHITEHORSE FINANCE, INC., as Portfolio Manager |
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By: |
/s/ Joyson C. Thomas |
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Name: |
Joyson C. Thomas |
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Title: |
Authorized Signatory |
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The Financing Provider |
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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender |
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By: |
/s/ James Greenfield |
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Name: |
James Greenfield |
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Title: |
Executive Director |