SecProbe.io

July 19, 2023

VIA E-MAIL

Wendy Ruberti General Counsel Sound Point Capital Management, LP
375 Park Avenue, 33
rd Floor
New York, NY 10152  Re: Sound Point Meridian Capital, LLC
 File Nos. 333-272541, 811-23881  Dear Ms. Ruberti:
On June 9, 2023, you filed an initial registra tion statement on Form N-2 on behalf of
Sound Point Meridian Capital, LLC (the “Fund”).  Our comments are set forth below.  Where a
comment is made with regard to disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the registrati on statement.  We may have additional comments
after reviewing your responses to the followi ng comments, or any amendment to the filing.
 General  1. We note that portions of the filing, incl uding the Fund’s financial statements, are
incomplete.  A full financial revi ew (e.g., seed financial statemen ts, auditor’s report, consent)
must be performed prior to declaring the re gistration statement effective.  We may have
additional comments on such portions when you comp lete them in a pre-effective amendment,
on disclosures made in response to this lette r, on information supplied supplementally, or on
exhibits added in any amendments.  Given the substantial amount of missing information, please
plan for additional time for staff review once the relevant disclosures are filed.
 2.  Please supplementally explai n the status of any exemptiv e relief or no-action request
submitted, or expected to be s ubmitted, in connection with the re gistration statement, including
with respect to multi-class and co-investment relief.  Also, to the extent exemptive relief has not been obtained, highlight the fact that the Fund will only offer Institutional Shares until such relief
is granted.
3. Please tell us if you have pres ented any test the waters mate rials in connection with this
offering.  We may have additiona l comments based on your response.

Wendy Ruberti
July 19, 2023 Page 2

4. Please confirm in your response letter that FINRA has reviewed the proposed distribution
arrangements for the offering described in the re gistration statement and that FINRA has issued a
statement expressing no objections to the arrangements of the offering.
5. Section 8(c) of the Securities Act relates to post-effective amendments.  Please remove
the check from the box next to “when declared effective pursuant to Section 8(c).”
6.  In correspondence please advise us of the timing of your Initial Port folio Transaction and
the implications of the transaction under the fede ral securities laws.  In your response address,

x How the transaction complies with Section 17 of the Investment Company Act, including
any no-action letters on wh ich you intend to rely;
x What disclosures will be provided to investors about the transaction and portfolio
investments prior to any sales of your secu rities to investors;
x The general background of the portfolio being purchased, including when the investments
were initially purchased and why they were purchased, whether the same investment analyses were applied to these purchases , and who you are purchasing the investments
from; and,
x How the Fund will pay for the purchase of the initial portfolio.
 7.  We note your disclosure that the interests held by your Sole Memb er will convert into
shares of your common stock “with the number of shares to be determined by [y]our board of
directors …taking into account [y]our NAV at or around such time and the public offering price
…”  Disclosure elsewhere indicates that common st ock is being reserved fo r sale to the Adviser,
its employees, and their affiliates “in exchange for an aggregate cash contribution …”  In correspondence, please explain how these transacti ons will be consistent with Section 23 of the
Investment Company Act.  In responding, please te ll us what consideration, if any, has been
given to the principles set out in the Big A pple Capital Corp. (May 6, 1982) no-action letter.
 Prospectus  8. As a general matter, the prospectus disc losure, including the Fund Summary (15 pages)
and Risk Factors (33 pages), ar e particularly long and dense.  Please revise throughout using
plain English principles to enhance its readability.  See Rule 421(d) under th e Securities Act of
1933 (“Securities Act”); Office of Investor Edu cation, A Plain English Handbook: How to create
clear SEC disclosure documents (A ugust 1998) (“Plain English Handbook”).
 Cover Page
 9. Briefly clarify that securities that are “unrated or rated below investment grade” are commonly known as “junk bonds.”

Wendy Ruberti
July 19, 2023 Page 3

Prospectus Summary (page 1)
 10. The disclosure states “Our focus is on th e primary market when the arbitrage between
assets and liabilities is attractive and will switc h to the secondary market during times of market
volatility or when we identify a ttractive opportunistic and idios yncratic trades.”  Use plain
English principles to explain the Fund’s stra tegy.  Avoid excessive jargon.  Please revise
accordingly.  11. Please consider adding one or more graphics explaining what a CLO is, including its assets
and capital structure, payment wa terfalls, and key features that  may disrupt payments to, or
impair the value of, lower tranches.  Clearly indica te the tranches you will invest principally in.
 Fundamental credit analysis (page 3)
 12. Clearly disclose the types of data and analysis that the Advi ser uses to select securities
and construct the Fund’s portfolio.
 Flexible and disciplined approach (page 3)
 13. The disclosure states that the Adviser “aims  to rotate the portfo lio between equity and
mezzanine.”  Briefly explain what this means in plain English.  Portfolio Composition (page 4)
 14. Briefly clarify, if true, that the F und will be targeting equity tranches of CLOs .
Distributions (page 10)  15. The disclosure discusses the anticipated amount  and percentage of future distributions.
Please explain why such disclosure is consiste nt with Rule 156, or remove.  See also the
disclosure on page 72.  We may be subject to risks associated with  any wholly-owned subsidiaries (page 22)

16. In an appropriate location:
x Disclose that a subsidiary includes entities that engage in investment activities in
securities or other assets that ar e primarily controlled by the Fund.
x Disclose that the Fund will comply with th e provisions of the Investment Company Act
governing investment policies (Section 8) on an aggregate basis with any subsidiary.
x Disclose that the Fund will comply with th e provisions of the Investment Company Act
governing capital structure and leverage (Sec tion 18) on an aggregate basis with the
subsidiary so that the Fund will treat a subsidiary’s debt as its own for purposes of Section 18.

Wendy Ruberti
July 19, 2023 Page 4

x Disclose that any investment adviser to a subsidiary will comply with provisions of the
Investment Company Act relating to investment  advisory contracts (Section 15) as if it
were an investment adviser to the Fund und er Section 2(a)(20) of the Investment
Company Act. Any investment advisory agreement between a subsidiary and its
investment adviser is a materi al contract that should be included as an exhibit to the
registration statement. If the same person is the adviser to both the fund and a subsidiary,
then, for purposes of complying with Secti on 15(c), the reviews of the Fund’s and a
subsidiary’s investment advisory  agreements may be combined.
x Disclose that each subsidiary will comply with provisions relating to affiliated
transactions and custody (Section 17). When applicable, identify the custodian of a
subsidiary, if any.
x Disclose any subsidiary’s principal investment strategies or principal risks that constitute
principal investment st rategies or risks of the Fund. Th e principal investment strategies
and principal risk disclosure s of a fund that invests in a subsidiary should reflect
aggregate operations of the fund and the subsidiary.
x Explain in correspondence whether the financ ial statements of a subsidiary will be
consolidated with those of the F und.  If not, please explain why not.
x Confirm in correspondence that a subsidiary and its board of directors will agree to
inspection by the staff of the subsidiary’s books  and records, which will be maintained in
accordance with Section 31 of the Investment  Company Act and the rules thereunder.
x Confirm that if a subsidiary is organized in  a foreign jurisdiction, the Subsidiary and its
board of directors will agree to designate an agent for service of process in the United States.
x Confirm that if wholly-owned, the subs idiary’s management fee (including any
performance fee), if any, will be included in “Management Fees,” and the wholly-owned
subsidiary’s expenses will be included in “Other Expenses” in the fund’s fee table.
We are subject to risks associated with any he dging or Derivative Transaction in which we
participate (page 30)

17. The disclose in this risk factor indicates th at the Fund intends to use derivatives.  To the
extent this is part of the Fund’s principal stra tegy, please discuss in more  detail in the strategy
section.  To the extent it is not now a principa l strategy, but in the future becomes a principal
strategy, supplementally confirm that the Fund will file appr opriate amendments to the
registration statement at that time.    Derivative Investments (page 43)
 18. The disclosure states that “We may change the election [to rely on the limited derivatives
users exception] and comply with the other pr ovisions of Rule 18f-4 related to derivatives
transactions at any time and without notice.”  S upplementally confirm that, to the extent such a
change constitutes a material change to the F und’s strategy, the Fund w ill appropriately amend
its prospectus and registration stat ement to reflect such changes.

Wendy Ruberti
July 19, 2023 Page 5

Nominating Committee (Page 66)
 19. The disclosure states that “the nomina ting committee would favor the re-nomination of
an existing independent director rather than nom inate a new candidate.”  Supplementally explain
how doing so would be consistent with  the directors’ fiduciary duties.
 20. The disclosure states that “if the no minating committee or the board of directors
determines not to include such candidate among the board of directors’ designated nominees, and
the stockholder has satisfied the requirements of Rule 14a-8, the stockholder’s candidate will be
treated as a nominee of the stockholder who originally  nominated the candidate.  In that case, the
candidate will not be named on the proxy card di stributed with our pr oxy statement.”  These
statements are confusing.  Please clarify.  Provisions of the DGCL and Our Certificate of Incorporation and Bylaws (page 89)
21. We understand that Delaware law permits a f und to eliminate or alte r the fiduciary duties
of trustees, shareholders or other persons, and replace them with the standards set forth in the
fund’s governing documents.  Provisions eliminating or altering the fiduciary  duties of a fund’s
directors are inconsistent with federal securities laws and the Commission’s express views on such persons’ fiduciary duties.
Please add a provision to the Fund’s certificate of incorporation, or otherwise modify the
certificate of incorporation, to clarify explicitly that notwithstanding anything to the contrary in the certificate of incorporation, nothing in the cer tificate of incorporati on modifying, restricting
or eliminating the duties or liabilities of direct shall apply to, or in any way limit, the duties (including state law fiduciary duties of loyalty and care) or liabilities of such persons with respect to matters arising under the federal securities laws.
Part C: Other Information
 Item 15. Financial Statements and Exhibits
 22. Please file the finalized exhib its once they are available.
 23. When available, please provide as soon as pr acticable, via correspondence, a final draft of
the Fund’s organizational documents, both for the limited liability company as well as the
Delaware corporation, in order to enable the staff (as early in the process as possible) to review.
 Accounting Comments  24. Please include a statement re garding the financial highlights (i.e., that it is newly
organized, does not have any financial history as of the date of this prospectus, will be available in the Fund's annual, semiannual repor ts, etc.) See Form N-2, Item 4.

Wendy Ruberti
July 19, 2023 Page 6

25. Please provide the name of the fund's inde pendent registered public accounting firm in
correspondence.
*    *    *
Responses to this letter s hould be made in a letter to  me filed on EDGAR. Where no
change will be made in the fili ng in response to a comment, plea se indicate this fact in the
letter to us and briefly stat e the basis for your position.

You should review and comply with all applicable requireme nts of the federal securities
laws in connection with the preparation and distribution of preliminary prospectuses.

Although we have completed our initial review of the regist ration statement, the filing
will be reviewed further after we receive your response. Therefore, we reserve the right to
comment further on the registrati on statement and any amendments .  After we have resolved
all issues, the Fund and its underw riter must request acceleration of  the effective date of the
registration statement.

In closing, we remind you that the Fund and its management are responsible for the
accuracy and adequacy of their disclosures in the registration statement, notwithstanding any review, comments, action, or absence of action by the staff.
  Should you have any questions regarding this letter, please feel fr ee to contact me at
(202) 551-3250 or, with regard to accoun ting comments, Mindy Rotter at 212-336-1096.
                S i n c e r e l y ,                       /s/ Raymond A. Be
               Raymond A. Be               A t t o r n e y - A d v i s e r   cc:  Jay Williamson, Securitie s and Exchange Commission
 John D. Reiss, DLA Piper LLP (US)