Sound Point Meridian Capital Inc Series A Pfd美股招股说明书(2025-07-10版)

SOUND POINT MERIDIAN CAPITAL, INC.7.875% Series B Preferred Shares due 2030Liquidation Preference $25 per share We are a newly organized, externally managed, non-diversified closed-end management investment company that hasregistered as an investment company under the Investment Company Act of 1940, as amended, or the “1940 Act.” Our primaryinvestment objective is to generate high current income, with a secondary objective to generate capital appreciation. We seek toachieve our investment objectives by investing primarily in equity and mezzanine tranches of collateralized loan obligations, or“CLOs,” which are collateralized by portfolios consisting primarily of below-investment grade U.S. senior secured loans. We mayalso invest in other securities and instruments that the Adviser (as defined below) believes are consistent with our investmentobjectives, including junior debt tranches of CLOs and loan accumulation facilities. The CLO equity securities in which we primarilyseek to invest are typically unrated or rated below investment grade (commonly known as “junk” bonds) and are consideredspeculative with respect to timely payment of interest and repayment of principal. The CLO equity securities in which we intend toinvest in are highly leveraged (with CLO equity typically being leveraged nine to 13 times), which magnifies our risk of loss on suchinvestments. Loan accumulation facilities (or “CLO warehouses”) are short- to medium-term facilities (typically ranging fromapproximately three to 12 months), often provided by the bank that will serve as the placement agent or arranger on a CLOtransaction. Loan accumulation facilities typically incur leverage between four and six times equity prior to a CLO’s pricing. We were organized as Sound Point Meridian Capital, LLC, a Delaware limited liability company, on May13, 2022. EffectiveMarch13, 2024, we converted from a Delaware limited liability company to a Delaware corporation under the name Sound PointMeridian Capital, Inc. Sound Point Meridian Management Company, LLC, or the “Adviser,” is our investment adviser and managesour investments subject to the supervision of our board of directors. Sound Point Administration LLC, or the “Administrator,” servesas our administrator. On June 14, 2024, our common stock began trading on the New York Stock Exchange (the “NYSE”) under theticker symbol “SPMC” following our initial public offering of 4,000,000 shares of our common stock (the “IPO”) at a public offeringprice of $20.00 per share. On November 7, 2024, our 8.00% Series A Preferred Shares due 2029 (the “Series A Preferred Shares”)began trading on the NYSE under the ticker symbol “SPMA” following our public offering of 2,300,000 Series A Preferred Shares at apublic offering price of $25.00 per share. We intend to make regular monthly distributions of all or a portion of our investment company taxable income to holders ofour common stock. If our distributions exceed our investment company taxable income in a tax year, such excess will represent areturn of capital to our stockholders. Additionally, in order to maintain a stable level of distributions, we may at times pay out less thanall of our investment income or pay out accumulated undistributed income in addition to current net investment income. No assurancecan be given that we will be able to declare such distributions in future periods, and our ability to declare and pay distributions will besubject to a number of factors, including our results of operations. See“Distribution Policy.” We are offering 7.875% Series B Preferred Shares due 2030, or the “Series B Preferred Shares.” We are required to redeemall the outstanding Series B Preferred Shares onJuly 31, 2030, at a redemption price of $25 per share, or the “LiquidationPreference,” plus accumulated but unpaid dividends, if any, to, but excluding, the Mandatory Redemption Date (as defined below). Atany time on or afterJuly 31, 2027, we may, at our sole option, redeem the outstanding Series B Preferred Shares at a redemption priceper share equal to the Liquidation Preference plus accumulated but unpaid dividends, if any, to, but excluding, the Redemption Date(as defined below). In addition, if we fail to maintain asset coverage (as defined in Section 18(h) of the 1940 Act) of at least 200%, wewill be required to redeem the number of shares of our preferred stock (which at our discretion may include any number or portion ofthe Series B Preferred Shares) that, when combined with any debt securities redeemed for failure to maintain the asset coveragerequired by the indenture governing such securities (if applicable), (1) results in us having asset coverage of at least 200%, or (2) iffewer, the maximum number of shares of preferred stock that can be redeemed out of funds legally available for such redemption. Inconnection with any redemption for failure to maintain such asset coverage, we may, in our sole option, redeem such additionalnumber of shares of prefer