As filed with the Securities and Exchange Commission on December 4, 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. 5

        ¨     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	$	115,000,000	$	15,686

(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.

EXPLANATORY NOTE

This Pre-Effective Amendment No. 5 to the Registration Statement on Form N-2 of WhiteHorse Finance, LLC is being filed solely for the purpose of filing exhibits, specifically the Opinion and Consent of Dechert LLP, special counsel for Registrant.

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WHITEHORSE FINANCE

PART C

Other Information

ITEM 25.    FINANCIAL STATEMENTS AND EXHIBITS

(1) Financial Statements

The following financial statements of WhiteHorse Finance, LLC (the “Company” or the “Registrant”) are included in Part A of this Registration Statement.

WHITEHORSE FINANCE, LLC

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Schedule of Investments as of September 30, 2012
Consolidated Schedule of Investments		F-3
Notes to Consolidated Schedule of Investments		F-4
Financial Statements as of September 30, 2012 (unaudited)
Statement of Assets, Liabilities and Members’ Capital (unaudited)		F-10
Schedule of Investments (unaudited)		F-11
Statement of Operations (unaudited)		F-12
Statement of Changes in Members’ Capital (unaudited)		F-13
Statement of Cash Flows (unaudited)		F-14
Notes to Unaudited Financial Statements		F-15
Report of Independent Registered Public Accounting Firm		F-26
Financial Statements as of January 1, 2012
Statement of Assets, Liabilities and Members’ Capital		F-27
Schedule of Investments		F-28
Notes to Financial Statements		F-29

(2) Exhibits

(a)(1)	Certificate of Formation(2)
(a)(2)	Form of Certificate of Incorporation(2)
(b)(1)	Limited Liability Company Agreement(2)
(b)(2)	Form of Bylaws(2)
(c)	Not applicable
(d)	Form of Stock Certificate(2)
(e)	Dividend Reinvestment Plan(2)
(f)	Not applicable

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(g)	Amended Form of Investment Advisory Agreement between Registrant and H.I.G. WhiteHorse Advisers, LLC(2)
(h)	Form of Underwriting Agreement(2)
(i)	Not applicable
(j)	Form of Custody Agreement(2)
(k)(1)	Certificate of Appointment of Transfer Agent(2)
(k)(2)	Form of Administration Agreement between Registrant and H.I.G. WhiteHorse Administration, LLC(2)
(k)(3)	Form of Trademark License Agreement between the Registrant and Bayside Capital, Inc.(2)
(k)(4)	Form of Subscription Agreement between Registrant and Private Placement Investors in Concurrent Private Placement(2)
(k)(5)	Form of Revolving Credit and Security Agreement(2)
(k)(6)	Form of Loan Sale and Contribution Agreement(2)
(k)(7)	Form of Collateral Management Agreement(2)
(k)(8)	Form of Risk Retention Letter(2)
(k)(9)	Form of Term Loan Agreement(2)
(k)(10)	Form of Term Loan Note in favor of Citibank, N.A.(2)
(k)(11)	Form of Term Loan Note in favor of Deutsche Bank Trust Company Americas(2)
(l)	Opinion and Consent of Dechert LLP, special counsel for Registrant
(m)	Not applicable
(n)(1)	Independent Registered Public Accounting Firm Consent(2)
(o)	Not applicable
(p)	Not applicable
(q)	Not applicable
(r)(1)	Code of Ethics of WhiteHorse Finance, LLC(2)
(r)(2)	Code of Ethics of H.I.G. WhiteHorse Advisers, LLC(2)
99.1	Confidential Submission No. 1, dated May 14, 2012(2)
99.2	Confidential Submission No. 2, dated July 13, 2012(2)
99.3	Confidential Submission No. 3, dated August 24, 2012(2)

(1) To be filed by amendment.

(2) Previously filed.

ITEM 26.    MARKETING ARRANGEMENTS

The information contained under the heading “Underwriting” on this Registration Statement is incorporated herein by reference.

ITEM 27.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Securities and Exchange Commission registration fee	$	15,686
NASDAQ Global Market Listing Fee	$	5,000
FINRA filing fee	$	10,000
Accounting fees and expenses	$	275,000	(1)
Legal fees and expenses	$	720,000	(1)
Printing and engraving	$	404,314	(1)
Miscellaneous fees and expenses	$	70,000	(1)
Total	$	1,500,000	(1)

(1) These amounts are estimates.

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All of the expenses set forth above will be borne by the Company.

ITEM 28.    PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

The Registrant owns 100% of the limited liability company interests of WhiteHorse Finance Warehouse LLC, a Delaware limited liability company. In addition, the Registrant owns 97% of the ordinary shares of Bayside Financing S.A R.L. a private limited liability company organized under the laws of the Grand-Duchy of Luxembourg. Both subsidiaries are included in the Registrant’s consolidated financial statements as of September 30th 2012.

ITEM 29.    NUMBER OF HOLDERS OF SECURITIES

The following table sets forth the approximate number of record holders of the Company’s common stock as of September 30, 2012.

Title of Class	Number of Record Holders
Common stock, $0.001 par value		2

ITEM 30.    INDEMNIFICATION

As permitted by Section 102 of the General Corporation Law of the State of Delaware, or the DGCL, the Registrant has adopted provisions in its certificate of incorporation, as amended, that limit or eliminate the personal liability of its directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to the Registrant or its stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: any breach of the director’s duty of loyalty to the Registrant or its stockholders; any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or any transaction from which the director derived an improper personal benefit. These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission.

The Registrant’s certificate of incorporation and bylaws provides that all directors, officers, employees and agents of the registrant will be entitled to be indemnified by us to the fullest extent permitted by the DGCL, subject to the requirements of the Investment Company Act of 1940 Act, as amended, or the 1940 Act. Under Section 145 of the DGCL, the Registrant is permitted to offer indemnification to its directors, officers, employees and agents.

Section 145(a) of the DGCL provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of any other enterprise. Such indemnity may be against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person’s conduct was unlawful.

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Section 145(b) of the DGCL provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of any other enterprise, against any expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145(g) of the DGCL provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of any other enterprise, against any liability asserted against the person in any such capacity, or arising out of the person’s status as such, regardless of whether the corporation would have the power to indemnify the person against such liability under the provisions of the law. We have obtained liability insurance for the benefit of our directors and officers.

The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, WhiteHorse Advisers (the “Adviser”) and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s services under the Investment Advisory Agreement or otherwise as an investment adviser of the Registrant.

The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, WhiteHorse Administration and its officers, manager, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of WhiteHorse Administration’s services under the Administration Agreement or otherwise as administrator for the Registrant.

The Underwriting Agreement provides that each underwriter severally and not jointly will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities to which the Company or any such director, officer, or controlling person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, (ii) with respect to the Registration Statement or any amendment or supplement thereto, the omission or alleged

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omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) with respect to any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; and will reimburse any legal or other expenses reasonably incurred by us or any such director, officer, or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that each underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission has been made in the Registration Statement, any Preliminary Prospectus, the Prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or through the Representative[s] specifically for use therein.

Insofar as indemnification for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 31.    BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

A description of any other business, profession, vocation or employment of a substantial nature in which the Adviser, and each managing director, director or executive officer of the Adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the sections entitled “Management.” Additional information regarding the Adviser and its officers and directors is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-76984), and is incorporated herein by reference.

ITEM 32.    LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules promulgated under it are maintained at the offices of:

(1)    the Registrant, WhiteHorse Finance, LLC, 1450 Brickell Avenue, 31st Floor, Miami, Florida 33131;

(2)    the Transfer Agent, American Stock Transfer & Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, New York 10269;

(3)    the Custodian, The Bank of New York Mellon, One Wall Street, New York, New York 10286; and

(4)    the Adviser, H.I.G. WhiteHorse Advisers, LLC, 1450 Brickell Avenue, 31st Floor, Miami, Florida 33131.

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ITEM 33.    MANAGEMENT SERVICES

Not Applicable.

ITEM 34.    UNDERTAKINGS

1.    The Registrant undertakes to suspend the offering of shares until the prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of the registration statement; or (2) the net asset value increases to an amount greater than the net proceeds as stated in the prospectus.

2.    Not applicable.

3.    Not applicable.

4.    Not applicable.

5.    The Registrant undertakes that:

(a) For the purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(b) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to the Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, in the State of Florida, on this 4th day of December 2012.

WHITEHORSE FINANCE, LLC
By:	/s/ Jay Carvell
Name:	Jay Carvell
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement on Form N-2 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title
/S/    JAY CARVELL Jay Carvell	Chief Executive Officer (principal executive officer)	December 4, 2012
/S/    ALASTAIR G.C. MERRICK Alastair G.C. Merrick	Chief Financial Officer, Treasurer (principal financial and accounting officer)	December 4, 2012
* John Bolduc	Chairman of the Board of Directors	December 4, 2012
* Rick D. Puckett	Director	December 4, 2012
* Thomas C. Davis	Director	December 4, 2012
* Alexander W. Pease	Director	December 4, 2012

* Signed by Jay Carvell pursuant to a power of attorney signed by each individual and filed with this Registration Statement on December 4, 2012.

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