SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 7)
WHITEHORSE FINANCE, INC.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
c/o H.I.G. Capital, LLC
1450 Brickell Avenue, 31st Floor
Miami, FL 33131
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 20, 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.96524V 106
Names of reporting persons
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(a) ¨ (b) ¨
SEC use only
Source of funds (see instructions)
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
Citizenship or place of organization
Sole voting power
Shared voting power
Sole dispositive power
Shared dispositive power
Aggregate amount beneficially owned by each reporting person
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Percent of class represented by amount in Row (11)
Type of reporting person (see instructions)
(1) Mr. Tamer disclaims beneficial ownership of such shares of Common Stock except to the extent of his direct beneficial ownership thereof, or his pecuniary interest therein.
This Amendment No. 7 (“Amendment No. 7”) supplementally amends the initial Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on December 19, 2012, as amended by Amendment Nos. 1, 2, 3, 4, 5 and 6 filed with the SEC on February 12, 2016, August 31, 2018, June 19, 2019, June 28, 2019, December 10, 2019 and December 13, 2019, respectively (together, “Schedule 13D”), by Mr. Anthony Tamer. This Amendment No. 7 is filed by Mr. Tamer in accordance with Rule 13d-2 under the Securities Exchange Act of 1934, as amended, and it shall refer only to the information that has materially changed since the filing of Schedule 13D.
|Item 1.||Security and Issuer.|
This Amendment No. 7 relates to the common stock, par value $0.001 per share (the “Common Stock”), of WhiteHorse Finance, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1450 Brickell Avenue, 31st Floor, Miami, FL 33131.
|Item 2.||Identity and Background.|
|(c)||Mr. Tamer is the co-Chief Executive Officer of H.I.G. Capital, LLC (“H.I.G. Capital”) and also serves as a member of the investment committee of the Issuer. The address of the principal executive offices of each of H.I.G. Capital and the Issuer is 1450 Brickell Avenue, 31st Floor, Miami, FL 33131.|
|Item 5.||Interest in Securities of the Issuer.|
As of the date hereof, Mr. Tamer may be deemed to be the beneficial owner of 5,153,640 shares of Common Stock, representing 25.08% of the total issued and outstanding shares of Common Stock. All percentages set forth in this statement on Schedule 13D are based upon the 20,546,032 shares of Common Stock issued and outstanding as of December 4, 2019. As set forth below, Mr. Tamer’s beneficial ownership of 5,153,640 shares of Common Stock is comprised of his direct beneficial ownership of 6,338 shares of Common Stock, his indirect beneficial ownership of the 284,130 shares of Common Stock directly owned by Tamer H.I.G. Management, L.P. and his indirect beneficial ownership of the 4,863,172 aggregate 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. (together, the “Bayside Funds”). Mr. Tamer disclaims beneficial ownership of the 284,130 shares of Common Stock directly owned by Tamer H.I.G. Management, L.P. except to the extent of his pecuniary interest therein.
On December 20, 2019, the Bayside Funds sold to an institutional investor an aggregate of 500,000 shares of Common Stock at a price of $13.40 per share in a block trade (the “Block Trade”). After the sale (which settled on December 24, 2019), the Bayside Funds collectively hold 4,863,172 shares of Common Stock, either directly or through one or more of their direct or indirect subsidiaries.
Due to his control of H.I.G.-GPII, Inc., which is the manager of the general partner of each of the Bayside Funds, Mr. Tamer may be viewed as having dispositive power over all of the 4,863,172 shares of Common Stock indirectly owned by the Bayside Funds, although voting rights to the Common Stock have been passed through to the limited partners of each of the Bayside Funds. Mr. Tamer disclaims beneficial ownership of shares of Common Stock held by the Bayside Funds, except to the extent of his pecuniary interest therein.
|Item 6.||Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.|
Item 6 is hereby supplemented as follows:
On December 5, 2019, the Bayside Funds entered into an underwriting agreement (the “Underwriting Agreement”), among the Issuer, the Bayside Funds, Raymond James & Associates, Inc., as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), and certain other parties named therein.
In connection with the Underwriting Agreement, Mr. Tamer entered into a lock-up agreement (the “Lock-up Agreement”) with the Underwriters. Pursuant to the Lock-up Agreement, Mr. Tamer agreed not to sell, pledge, transfer or otherwise dispose of any of the 5,653,640 shares of Common Stock over which Mr. Tamer had beneficial ownership following the transactions contemplated by the Underwriting Agreement for a restricted period of 60 days after December 5, 2019, unless certain waivers are obtained.
On December 20, 2019, the Representative, on behalf of the Underwriters, agreed to waive the lock-up restrictions applicable to Mr. Tamer with respect to 500,000 shares of Common Stock in order to permit the sale of shares in the Block Trade.
The summaries of the Underwriting Agreement and the Lock-Up agreement as described in this Item 6 do not purport to be complete and are qualified in their entirety by reference to those agreements. The Underwriting Agreement, which includes a form of lock-up agreement, is filed herewith as Exhibit 1 to this Amendment No. 7, and is incorporated herein by reference.
|Item 7.||Material to be Filed as Exhibits.|
|Exhibit 1||Underwriting Agreement, dated December 5, 2019, among WhiteHorse Finance, Inc., Raymond James & Associates, Inc., as representative to the several underwriters named on Schedule A thereto, H.I.G. WhiteHorse Advisers, LLC, H.I.G. WhiteHorse Administration, LLC and the selling stockholders named on Schedule B thereto (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 9, 2019 (File No. 814-00967)).|
|Exhibit 2||Lock-Up Agreement (included as Schedule E to Exhibit 1 above).|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|December 26, 2019|
|/s/ Jay Carvell, Attorney-in-fact for Anthony Tamer|