Sound Point Meridian Capital Inc Series A Pfd美股招股说明书(2025-08-21版)

$300,000,000SOUND POINT MERIDIAN CAPITAL, INC.Common StockPreferred StockSubscription RightsDebt Securities 5,297,083 Shares of Common StockOffered by the Selling Stockholder 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 June14, 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 November7, 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 on November 7, 2024, of 2,000,000 SeriesA Preferred Shares at a public offering price of $25.00 per share. On November 19, 2024, the underwriters exercised theiroverallotment option in full for an additional 300,000 shares of Series A Preferred Shares. On July 18, 2025, our 7.875% Series BPreferred Shares due 2030 began trading on the NYSE under the ticker symbol “SPME” following our public offering of 2,300,000Series B Preferred Shares at a public offering price of $25.00 per share (the “Series B Preferred Shares” and with the Series APreferred Shares, the “Preferred Stock”). 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 may offer, from time to time, in one or more offerings or series, together or separately, up to $300,000,000 of ourcommon stock, preferred stock, subscription rights or debt securities, which we refer to, collectively, as the “securities.” In addition,this prospectus relates to the offer and resale, from time to time, of up to 5,297,083 shares of our common stock, which representsapproximately 25.94% of our issued and outstanding common stock as of July 15, 2025, by the selling stockholder identified under“Selling Stockholder.” We or the selling stockholder may sell our securities through underwriters or dealers, “at-the-market” orthrough a market maker into an existing trading market or otherwise directly to one or more purchasers or through agents or through acombination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case m