Form 8-K - Current report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) September 30, 2024

 

 

 

RiverNorth Capital and Income Fund, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

811-23067	32-0472699
(Commission File Number)	(IRS Employer Identification No.)
360 South Rosemary Avenue, Suite 1420 West Palm Beach, FL	33401
(Address of Principal Executive Offices)	(Zip Code)

 

[phone]

(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:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares	RSF	New York Stock Exchange
5.875% Series A Term Preferred Stock	RMPL	New York Stock Exchange

 

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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

 

In anticipation of the events described in Item 8.01 below, the RiverNorth Capital and Income Fund, Inc.’s (the “Fund”) 5.875% Series A Term Preferred Stock (the “Series A Preferred Stock”) (NYSE: RMPL) will be suspended from the New York Stock Exchange (“NYSE”) before market open on the anticipated redemption date of October 31, 2024. A Form 25 will be filed with the Securities and Exchange Commission (“SEC”) to effect the withdrawal of the listing of the Series A Preferred Stock from the NYSE.

 

ITEM 8.01 OTHER EVENTS

 

On September 4, 2024, the Fund announced (the “Prior Announcement”) the redemption of all 1,656,000 outstanding shares of its Series A Preferred Stock. The Prior Announcement had noted an anticipated redemption date of October 4, 2024; however, the Fund has determined that the redemption will occur on October 31, 2024 (the “Redemption Date”). The Series A Preferred Stock redemption price is estimated to be $25.31 per share of Series A Preferred Stock, which is equal to the liquidation preference of $25.00 per share plus $0.31 per share representing estimated accrued and unpaid dividends to the Redemption Date. The Fund has filed a notice of its intention to redeem the Series A Preferred Stock with the SEC.

 

The press release announcing the redemption and delisting of the Series A Preferred Stock is filed as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)	Exhibits
99.1	Press Release, dated September 30, 2024

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		RiverNorth Capital and Income Fund, Inc.
	By:	/s/ Patrick W. Galley
	Name:	Patrick W. Galley
	Title:	President

 

Date: October 1, 2024

 

 

 

 

UPDATE: RiverNorth CAPITAL AND iNCOME fUND, INC.
to redeem its outstanding 5.875% SERIES A term preferred stock

 

West Palm Beach, FL ‒ September 30, 2024 ‒ As announced in a press release dated September 4, 2024 (the “Prior Announcement”), the Board of Directors of the RiverNorth Capital and Income Fund, Inc. (the “Fund”) (NYSE: RSF) has authorized the redemption of all 1,656,000 outstanding shares of its 5.875% Series A Term Preferred Stock (the “Series A Preferred Stock”) (NYSE: RMPL).

 

The Prior Announcement had noted an anticipated redemption date of October 4, 2024; however, the Fund has determined that the redemption will occur on October 31, 2024 (the “Mandatory Redemption Date”). The Series A Preferred Stock redemption price is now estimated to be $25.31 per share of Series A Preferred Stock, which is equal to the liquidation preference of $25.00 per share plus $0.31 per share representing estimated accrued and unpaid dividends to the Mandatory Redemption Date. Once redeemed, the Series A Preferred Stock will no longer be deemed outstanding, dividends will cease to accumulate and all rights of the holders of the Series A Preferred Stock with respect to the Series A Preferred Stock will cease. The Fund has filed a notice of its intention to redeem the Series A Preferred Stock with the Securities and Exchange Commission.

 

In conjunction with the planned redemption, the Series A Preferred Stock will be suspended from the New York Stock Exchange (“NYSE”) before market open on the Mandatory Redemption Date.

 

All shares of the Series A Preferred Stock are held through the Depository Trust Company ("DTC") and shares will be redeemed in accordance with the procedures of DTC. Payment to DTC for the Series A Preferred Stock will be made by DST Systems, Inc. as redemption agent. Any questions may be directed to the redemption agent toll-free at 844-569-4750.

 

Investor Contact

RiverNorth CEF Investor Relations

800-646-0148, Option 1

[e-mail]

 

RiverNorth Capital and Income Fund, Inc.

 

The Fund is a closed-end fund whose investment objective is to seek a high level of current income. As of August 31, 2024, RSF had approximately $113 million of total managed assets¹ and 3.9 million shares of common stock outstanding.

 

Closed-end funds are traded on the secondary market through one of the stock exchanges. The Fund's investment return and principal value will fluctuate so that an investor's shares may be worth more or less than the original cost. Shares of closed-end funds may trade above (a premium) or below (a discount) the net asset value of the fund's portfolio. There is no assurance that the Fund will achieve its investment objective.

 

RiverNorth Capital Management, LLC

 

RiverNorth Capital Management, LLC is an investment management firm founded in 2000. With $5.1 billion¹ in assets under management as of August 31, 2024, RiverNorth specializes in opportunistic investment strategies in niche markets where the potential to exploit inefficiencies is greatest. RiverNorth is an institutional investment manager to registered funds, private funds, and separately managed accounts.

 

Forward-Looking Statements

 

This press release may contain forward-looking statements that reflect current expectations about the future results, performance, or actions of the Fund and can be identified by words such as “may,” “will,” “expect,” “plans,” “intend,” “anticipate”, “should,” “estimate” or similar expressions. These statements 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 because of a number of factors, including those described in the Fund’s filings with the Securities and Exchange Commission including the prospectus, dated February 28, 2024 (the “Prospectus”). The Fund undertakes no duty to update any forward-looking statement made herein.

 

 

 

 

 

Investors should consider the Fund's investment objective, risks, charges, and expenses carefully before investing. The Prospectus should be read carefully before investing. For more information, please read the Prospectus, call your financial professional or call 844.569.4750.

 

Investing in the Fund involves certain risks, including loss of principal, that are described in the "Risks" section of the Prospectus.

 

Marketing services provided by ALPS Distributors Inc.

 

RiverNorth Capital Management, LLC is not affiliated with ALPS Distributors, Inc. or DST Systems, Inc.

 

1

Managed Assets includes assets attributable to leverage and investments in affiliated funds.

 

RiverNorth® is a registered trademark of RiverNorth Capital Management, LLC.

©2000-2024 RiverNorth Capital Management, LLC. All rights reserved.

RVN001732

Cover	Sep. 30, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Entity File Number	811-23067
Entity Registrant Name	RiverNorth Capital and Income Fund, Inc.
Entity Central Index Key	0001644771
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	360 South Rosemary Avenue
Entity Address, Address Line Two	Suite 1420
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33401
City Area Code	(312)
Local Phone Number	832-1440
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable
Common shares
Title of 12(b) Security	Common shares
Trading Symbol	RSF
Security Exchange Name	NYSE
5.875% Series A Term Preferred Stock
Title of 12(b) Security	5.875% Series A Term Preferred Stock
Trading Symbol	RMPL
Security Exchange Name	NYSE

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