UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-23c-3
Notification of Repurchase Offer
Pursuant to Rule 23c-3 [17 CFR 270.23c-3]
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1.
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Investment Company Act File Number: 811-23067
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2.
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Date of Notification: December 6, 2021
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3.
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Exact name of Investment Company as specified in registration statement: RiverNorth Specialty Finance Corporation
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4.
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Address of principal executive office: (number, street, city, state, zip code)
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RiverNorth Specialty Finance Corporation
433 W. Van Buren Street,
1150-E
Chicago, IL 60607
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5.
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Check one of the following:
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A.
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[X] The notification pertains to a periodic repurchase offer under paragraph (b) of Rule 23c-3.
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B.
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[ ] The notification pertains to a discretionary repurchase offer under paragraph (c) of Rule 23c-3.
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C.
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[ ] The notification pertains to a periodic repurchase offer under paragraph (b) of Rule 23c-3 and a discretionary repurchase
offer under paragraph (c) of Rule 23c-3.
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By:
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/s/ Marcus L. Collins
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Marcus L. Collins
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Secretary
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December 6, 2021
Dear RiverNorth Specialty Finance Corporation
Shareholder,
As you may know, the RiverNorth Specialty
Finance Corporation (the “Fund”) is required to make a repurchase offer to its common shareholders each quarter. While
the Fund is required to make the repurchase offer, shareholders are not required to take any action. The purpose of the enclosed
letter is to communicate the required quarterly repurchase offer. If you do not wish to sell shares at this time, please disregard
this notice.
The purpose of these quarterly repurchase
offers is to provide common shareholders with access to their assets and a degree of liquidity. The repurchase offer period will
begin on December 6, 2021 and end on January 5, 2022.
If you wish to redeem shares and
purchased them through an investment adviser, broker or financial consultant (“intermediaries”), please contact your
intermediary for assistance on how to redeem.
All Redemption Requests must be submitted
to and received by the Fund by 5:00 p.m., Eastern Time, on January 5, 2022 to be effective. Please allow an appropriate amount
of time for your Redemption Request to reach the Fund.
For details of the offer and terms, please
refer to the attached Repurchase Offer document.
Sincerely,
RiverNorth Specialty Finance Corporation
/s/ Marcus L. Collins
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Marcus L. Collins
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Secretary
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RIVERNORTH SPECIALTY FINANCE CORPORATION
REPURCHASE OFFER
1. The Offer. RiverNorth Specialty
Finance Corporation (the "Fund") is offering to repurchase, for cash, up to five (5%) of its issued and outstanding shares
at a price equal to the net asset value ("NAV") as of the close of regular business hours on the New York Stock Exchange
on the Repurchase Pricing Date (defined below). The purpose of this offer is to provide an additional level of liquidity to shareholders.
This offer is not conditioned on the tender of any minimum number of shares. This offer is made subject to the terms and conditions
made in this Repurchase Offer and the Fund's prospectus and statement of additional information.
2. Net Asset Value. The NAV of the
Fund on November 30, 2021 was $20.17 per share. The NAV at which the Fund will repurchase shares will not be calculated
until the Repurchase Pricing Date (defined below). The NAV can fluctuate. Therefore, the NAV on the Repurchase Pricing Date may
be higher or lower than the NAV stated above or the date on which you return your Redemption Request. The current NAV may be obtained
by calling 844.569.4750 and asking for the most recent price. The Fund’s common shares are traded on the New York
Stock Exchange under the ticker symbol RSF.
3. Repurchase Request Deadline. All
Redemption Requests must be received in proper form by 5:00 p.m., Eastern Time, on January 5, 2022. Please allow an appropriate
amount of time for your Redemption Request to reach the Fund. Repurchased shares must be delivered to the Fund within two (2) days
of the Repurchase Request Deadline.
4. Repurchase Pricing Date. The NAV
used to calculate the repurchase price will be determined on January 5, 2022 (the “Repurchase Pricing Date”).
This may be higher or lower than the NAV on the date on which you return your Redemption Request.
5. Payment for Shares Repurchased.
The Fund expects to make payments for all shares repurchased the day following the Repurchase Pricing Date. In any event, the Fund
will pay repurchase proceeds within seven (7) calendar days from the Repurchase Pricing Date. The Fund will not charge a repurchase
fee. However, if your Shares are held for you by your broker-dealer, or for your retirement plan by your retirement plan trustee
or otherwise by a nominee, such person may charge a transaction fee for submitting a repurchase request for you.
6. Increase in Number of Shares Repurchased.
Pro Rata Purchase. If shareholders tender for repurchase more than five percent (5%) of the outstanding shares of the Fund, the
Fund may, but is not required to, repurchase up to an additional two percent (2%) of the outstanding shares of the Fund on the
Repurchase Request Deadline. If the Fund determines not to repurchase an additional two percent (2%) or if more than seven percent
(7%) of the shares are tendered, then the Fund will repurchase shares on a pro rata basis based upon the number of shares tendered
by each shareholder. In the event of a pro rata repurchase, fractional shares will be rounded down to the nearest whole share.
There can be no assurance that the Fund will be able to repurchase all shares that each shareholder has tendered, even if all the
shares in a shareholder's account are tendered. In the event of an oversubscribed offer, the Fund may not be able to repurchase
all shares that you tender and you may have to wait until the next quarterly repurchase offer to tender the remaining shares. Subsequent
repurchase requests will not be given priority over other shareholder requests. You may be subject to NAV fluctuation during the
period between quarterly redemption offers.
7. Withdrawal or Modification. Tenders
of shares may be withdrawn or modified at any time prior to 5:00 p.m., Eastern Time, on January 5, 2022.
8. Suspension or Postponement of Repurchase
Offer. The Fund may suspend or postpone this Repurchase Offer only by a vote of a majority of the members of the Board,
including a majority of the independent Directors, and only in the following limited circumstances:
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If the repurchase of shares would cause the Fund to lose its status as a regulated investment company under Subchapter M of
the Internal Revenue Code;
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For any period during which the New York Stock Exchange is closed, other than customary weekend and holiday closings, or during
which such trading is restricted;
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For any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose
of securities it owns or to determine the Fund's NAV; and
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For any other periods that the Securities and Exchange Commission permits by order for the protection of shareholders.
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9. Tax Consequences. You should review
the tax information in the Fund's prospectus and statement of additional information and consult your tax adviser regarding any
specific consequences, including state and local tax consequences, of participating in the repurchase. Generally, any tender of
shares to the Fund would be treated as a taxable event and any gain or loss would be treated as a capital gain or loss, either
short or long term, depending on the length of time the shares have been held by the shareholder.
10. Documents in Proper Form. All
questions as to validity, form, eligibility (including time and receipt) and acceptance of tenders of shares will be determined
by the Fund in its sole discretion. The determination by the Fund shall be final and binding. The Fund reserves the absolute right
to reject any or all tenders of shares (even if such tenders are determined to be in good and proper form) and to refuse to accept
for payment, purchase, or to pay for any shares if, in the opinion of Fund's counsel, accepting, purchasing or paying for such
shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of this offer or any defect
in any tender of shares, whether generally or with respect to any particular shares or shareholders. The Fund's interpretations
of the terms and conditions of this offer shall be final and binding. Unless waived, any defects or irregularities in connection
with tenders of shares must be corrected within such times as the Fund shall, in its absolute discretion, decide. Tenders of shares
will not be deemed to have been made until any defects or irregularities have been corrected or waived.
None of the Fund, the investment manager,
the transfer agent, nor any other person or entity is or will be obligated to give notice of any defects or irregularities in tenders,
nor shall any of them incur any liability for failure to give any such notice.
None of the Fund, the investment manager,
the transfer agent, nor any person or entity is or will be obligated to insure that your financial consultant, or any broker/dealer
or any other third party through which your shares may be held or registered, submits to you this Repurchase Offer or submits your
tender of shares to the Fund on your behalf.
Neither the Fund nor its Board of Directors
makes any recommendation to any shareholder as to whether to tender or refrain from tendering shares. Each shareholder must make
an independent decision as to whether or not to tender shares and, if so, how many shares to tender.
No person has been authorized to make any
recommendation on behalf of the Fund as to whether shareholders should tender shares pursuant to this offer. No person has been
authorized to give any information or to make any representations in connection with this offer other than those contained herein
or contained in the Fund's prospectus or statement of additional information. If given or made, such recommendation and such information
and representation may not be relied upon as having been authorized by the Fund.
If you purchased shares of the Fund
through an investment adviser, broker or financial consultant, please contact them for additional information about this offer.
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