WhiteHorse Finance, Inc. (NASDAQ:WHF) Files An 8-K Results of Operations and Financial Condition
Item2.02. Results of Operations and Financial Condition
On May 5, 2017, WhiteHorse Finance, Inc. (the Company) issued a
press release announcing its financial results for the quarter
ended March 31, 2017. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1 furnished herewith, is being furnished and
shall not be deemed filed for any purpose of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of such Section. The
information in this Current Report on Form 8-K shall not be
deemed to be incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such
filing.
Forward-Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1 furnished
herewith, 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 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
(d)
On May 1, 2017, upon the recommendation of the nominating and
corporate governance committee of the board of directors (the
Board of Directors) of the Company, the Board of Directors
appointed Stuart Aronsonto serve as a director of the Company
with immediate effect. Mr. Aronson was designated as a Class II
director and will serve for the remainder of the current Class II
term, which expires at the annual meeting of stockholders to be
held in August 2017.Mr.Aronson is an interested director due to
his position as Chief Executive Officer of the Company, and
therefore will receive no compensation from the Company.
There is no arrangement or understanding under which
Mr.Aronsonwas appointed. There are no transactions involving
Mr.Aronsonrequiring disclosure under Item404(a) of Regulation
S-K.
Mr. Aronson has served as the Companys Chief Executive Officer
since May 2016. Mr. Aronson also currently serves as Group Head
of the U.S. direct lending platform of H.I.G. Capital, L.L.C.
(H.I.G. Capital), a position he has held since February 2016. In
this position, Mr. Aronson is responsible for building the debt
solutions offered by H.I.G. Capital to non-sponsor and sponsor
borrowers in the U.S. middle market. Prior to joining H.I.G.
Capital, from July 1990 through December 2015 Mr. Aronson served
as an officer of the General Electric Company and as the
President and Chief Executive Officer of the U.S. Sponsor Finance
business of GE Capital (GSF) a leading provider of debt financing
to the U.S. sponsor middle market. Mr. Aronson also served during
this period on the board of directors of Peacock Equity Partners,
a mid-to-late stage venture capital fund organized as a joint
venture between GE Capital and NBC Universal. Prior to joining
GSF, Mr. Aronson led the commercial and industrial platform of GE
Structured Finance (Americas), Inc., which provided structured
debt and equity solutions to borrowers in the United States,
Europe and Asia. Before that, he held several positions with GE
Capital Markets Group, Inc., including serving as leader of
domestic product execution, including syndications, private
placements, securitization and trade finance. Mr. Aronson began
his career in the syndications group of Chemical Banking
Corporation. He also currently serves on the board of Kids in
Crisis in Greenwich, Connecticut. Mr. Aronson graduated cum laude
from Tufts University and received an M.B.A. with honors from
Columbia Business School.
The Board of Directors concluded that Mr. Aronson should serve on
the Board of Directors in part based on his experience as the
Companys Chief Executive Officer and his diverse and extensive
background in financial analysis and capital markets.
(d)
On May 1, 2017, upon the recommendation of the nominating and
corporate governance committee of the Board of Directors, the
Board of Directors appointed Kevin Burketo serve as a director of
the Company with immediate effect. Mr. Burke was designated as a
Class I director and will serve for the remainder of the current
Class I term, which expires at the annual meeting of stockholders
to be held in 2019.Mr. Burke was also elected to serve as a
member of each of the audit, compensation and nominating and
corporate governance committees of the Board of Directors with
immediate effect. Mr. Burke is an independent director within the
meaning of NASDAQ Stock Market Marketplace Rule 5605(a)(2) and
Section 10A of the Exchange Act.
Mr. Burkes compensation will be consistent with that provided to
all of the Companys independent directors, as described in the
Companys Annual Report on Form 10-K for the year ended December
31, 2016 filed with the Securities and Exchange Commission. There
is no arrangement or understanding under which Mr. Burke was
appointed. There are no transactions involving Mr. Burke
requiring disclosure under Item404(a) of Regulation S-K.
Mr. Burke serves as a Senior Advisor to THL Credit Advisors LLC,
an alternative credit manager specializing in securities of
middle market companies, and to Churchill Asset Management LLC, a
leading provider of senior and unitranche debt financing to
middle market companies. In December 2016, Mr. Burke retired from
Antares Capital, a company specializing in acquisition finance
for private equity firms, where he served as a Senior Managing
Director responsible for loan syndication, sales and trading
beginning in January 2016. Previously, from April 2003 until
December 2015, Mr. Burke served as a Senior Managing Director of
GE Capital overseeing Loan Sales and Trading and Loan Capital
Markets. Prior to joining GE Capital, Mr. Burke spent 25 years at
Deutsche Bank AG (f/k/a Bankers Trust Company) in a variety of
credit, corporate finance and sales and trading positions. He was
also a Founding Member and Sales Head of Bankers Trust Companys
Loan Syndications Group. Mr. Burke previously served as board
member of the Loan Syndication and Trading Association and
remains on its Senior Advisory Board. Mr. Burke received a
Bachelors Degree from Harvard University in 1976.
The Board of Directors concluded that Mr. Burke should serve on
the Board of Directors in part based on his diverse experience as
a senior executive, including as senior managing director, of
several financial organizations.
Item9.01. Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press Release of WhiteHorse Finance, Inc. dated May 5, 2017 |
About WhiteHorse Finance, Inc. (NASDAQ:WHF)
WhiteHorse Finance, Inc. is a non-diversified, closed-end management investment company. The Company is a direct lender targeting debt investments in privately held, small-cap companies located in the United States. The Company’s 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 range of industries that typically carry a floating interest rate based on the London Interbank Offered Rate (LIBOR) and have a term of 3 to 6 years. The Company may also make investments at other levels of a company’s capital structure, including mezzanine loans or equity interests. The Company’s investment portfolio consists primarily of senior secured loans across approximately 40 positions in over 30 companies. The Company’s investment activities are managed by its investment advisor, H.I.G. WhiteHorse Advisers, LLC. WhiteHorse Finance, Inc. (NASDAQ:WHF) Recent Trading Information
WhiteHorse Finance, Inc. (NASDAQ:WHF) closed its last trading session up +0.04 at 14.29 with 31,594 shares trading hands.