SecProbe.io

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    1900
                                            K Street, NW

                                            Washington, DC 20006

    +1
    202 261 3300 Main

    +1
    202 261 3333 Fax

    www.dechert.com

                                                                                         Philip
T. Hinkle

philip.hinkle@dechert.com

+1
202 261 3460 Direct

+1
202 261 3050 Fax

October
5, 2023

Via
EDGAR

U.S.
Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, DC 20549

Attn: Mr. Raymond A. Be

 Re: Sound
                                            Point Meridian Capital, LLC (File Nos. 333-272541 and 811-23881)

Dear
Mr. Be:

This
letter responds to comments issued by the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “SEC”) in a letter dated July 19, 2023, in connection with your review of the registration statement
on Form N-2 (the “Registration Statement”) for Sound Point Meridian Capital, LLC (the “Fund”)
filed with the Securities and Exchange Commission (“SEC”) on June 9, 2023. The Fund has considered your comments and has
authorized us to make the responses and changes discussed below to the Registration Statement on its behalf.

The
Fund intends to file Pre-Effective Amendment No. 1 to its Registration Statement (the “Amended Registration Statement”)
at a future date, which will reflect the disclosure changes discussed below.” Capitalized terms have the meanings attributed to
such terms in the Amended Registration Statement.

On
behalf of the Fund, set forth below are the comments of the Staff along with our responses to or any supplemental explanations of such
comments, as requested.

 General

1. Comment:
                                            We note that portions of the filing, including the Fund’s financial statements,
                                            are incomplete. A full financial review (e.g., seed financial statements, auditor’s
                                            report, consent) must be performed prior to declaring the registration statement effective.
                                            We may have additional comments on such portions when you complete them in a pre-effective
                                            amendment, on disclosures made in response to this letter, 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.

Response:
The Fund acknowledges the Staff’s comment.

 October 5, 2023

Page 2

2. Comment:
                                            Please supplementally explain the status of any exemptive relief or no-action request
                                            submitted, or expected to be submitted, in connection with the registration 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.

Response:
On June 13, 2023, the Fund submitted to the SEC an application for an order pursuant to Section 17(d) of the Investment Company Act
of 1940, as amended (the “1940 Act” or “Investment Company Act”), and Rule 17d-1
thereunder to permit the Fund to engage in certain joint transactions that otherwise would be prohibited by Section 17(d), including
to allow the Fund to participate in the same investment opportunities with other funds through a proposed co-investment program, as described
more fully in the application.

Other
than this application, the Fund has not submitted and does not expect to submit any other applications for exemptive relief or no-action
requests in connection with the Registration Statement, including multi-class relief, and will only offer Institutional Shares until
such relief is granted.

3. Comment:
                                            Please tell us if you have presented any test the waters materials in connection with
                                            this offering. We may have additional comments based on your response.

Response:
The Fund confirms that it has not presented any test the waters materials to potential investors in connection with this offering.

4. Comment:
                                            Please confirm in your response letter that FINRA has reviewed the proposed distribution
                                            arrangements for the offering described in the registration statement and that FINRA has
                                            issued a statement expressing no objections to the arrangements of the offering.

Response:
The Fund confirms it will use its reasonable best efforts to obtain a FINRA no objections letter. The Fund will address and resolve
any FINRA comments prior to effectiveness of the Registration Statement.

5. Comment:
                                            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).”

Response:
The Fund will revise the disclosure on the cover page of the Amended Registration Statement in response to the Staff’s comment.

6. Comment:
                                            In correspondence please advise us of the timing of your Initial Portfolio Transaction
                                            and the implications of the transaction under the federal securities laws. In your response
                                            address,

 ● How
                                            the transaction complies with Section 17 of the Investment Company Act, including any no-action
                                            letters on which you intend to rely;

 ● What
                                            disclosures will be provided to investors about the transaction and portfolio investments
                                            prior to any sales of your securities to investors;

 October 5, 2023

Page 3

 ● 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,

 ● How
                                            the Fund will pay for the purchase of the initial portfolio.

Response:
The Fund anticipates that as soon as possible after the effective date of the Registration Statement and immediately prior to the
completion of the initial public offering of its shares of common stock in the Fund (“Common Stock”), Sound
Point Meridian Master Fund LP, a Cayman Islands exempted limited partnership that currently owns 100% of the interest in the Fund (the
“Sole Member”), will transfer all of its assets and other portfolio securities and liabilities to the Fund
in exchange for interest in the Fund (the “Initial Portfolio Transaction”). No other consideration, payments
or fees will be made in connection with the Initial Portfolio Transaction. The Fund will contemporaneously convert into Sound Point Meridian
Capital, Inc., a Delaware corporation, pursuant to the terms and provisions of a plan of conversion (the “Conversion”).
The interest in the Fund held by the Sole Member will convert by action of law into shares of Common Stock at the time of the Conversion.
The Sole Member will receive a number of shares of the Fund’s Common Stock equal to (1) the Fund’s net asset value as of
the Conversion date divided by (2) the public offering price for Common Stock to be issued in the initial public offering multiplied
by (3) the Sole Member’s proportionate share of units outstanding immediately prior to the Conversion.1 The Sole
Member will distribute on a pro rata basis to the limited partners of the Sole Member all of the Fund shares received in the Initial
Portfolio Transaction in exchange for their partnership interests in the Sole Member in liquidation of the Sole Member contemporaneous
with the Conversion. With respect to compliance with Section 17 of the 1940 Act, the Fund confirms that these transactions will be effected
in a manner substantially consistent with the representations set forth in GuideStone Financial Resources of the Southern Baptist
Convention, SEC No-Action Letter (pub. avail. Dec. 27, 2006) (“Guidestone”). Further, the transactions
are intended to qualify as a nontaxable exchange under Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”),
followed by a nontaxable distribution under Section 731 of the Code.

The
assets and other portfolio securities to be acquired by the Fund in the Initial Portfolio Transaction are comprised of certain equity
and mezzanine tranches of collateralized loan obligations (“CLOs”) and loan accumulation facilities (“LAFs”
or “warehouses”). These CLOs and LAFs were purchased in both the primary and secondary markets beginning in
February 2022, upon inception of the Sole Member. All of the purchased investments to be acquired by the Fund are consistent with the
investment objective, strategies and policies of the Sole Member. The same investment analyses applicable to the Fund were applied to
these purchases because the Fund’s investment objective, strategies and policies, investment adviser and portfolio managers are,
in all material respects, equivalent to those of the Sole Member.

1 With
                                            regard to valuation, the Sole Member and the Fund will follow the conditions of Guidestone.
                                            In this regard, the Sole Member and the Fund will have the same procedures for determining
                                            their net asset values, which procedures will be approved by the board of directors of the
                                            Fund. The Sole Member and the Fund will follow those procedures in determining the number
                                            of shares of Common Stock to be issued to the Sole Member in connection with the Initial
                                            Portfolio Transaction and Conversion. In addition, the procedures will require the preparation
                                            of a report by an independent evaluator to be considered by the Fund’s board of directors
                                            in assessing the fair value of any securities (or other assets) for which market quotations
                                            are not readily available, that sets forth the fair value of each such asset as of the date
                                            of the Initial Portfolio Transaction as identified by the independent evaluator. The independent
                                            evaluator will be a person who meets the definition set forth in Rule 17a-8(b)(3) under the
                                            1940 Act. Also, any Fund fair valuation will be conducted consistent with the requirements
                                            of Rule 2a-5 under the 1940 Act.

 October 5, 2023

Page 4

The
disclosure on pages 3 and 52 of the Prospectus under the heading “Our Structure and Formation Transaction” will be
revised to include a description of the assets and other portfolio securities to be acquired by the Fund in the Initial Portfolio Transaction,
consistent with the above. In addition, financial statements of the Sole Member as of a recent date will be included in a pre-effective
amendment to the Registration Statement to be filed at a later date, which financial statements will include a schedule of investments.
This pre-effective amendment to the Registration Statement will also include the seed financial statements of the Fund.

7. Comment:
                                            We note your disclosure that the interests held by your Sole Member 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 stock is being reserved for sale
                                            to the Adviser, its employees, and their affiliates “in exchange for an aggregate cash
                                            contribution ...” In correspondence, please explain how these transactions will be
                                            consistent with Section 23 of the Investment Company Act. In responding, please tell us what
                                            consideration, if any, has been given to the principles set out in the Big Apple Capital
                                            Corp. (May 6, 1982) no-action letter.

Response:
The Fund respectfully submits that these transactions are consistent with the Staff’s position and guidance in the no-action
letter dated May 6, 1982 (the “Big Apple Letter”), from Stanley B. Judd, Deputy Chief Counsel of the Staff,
to Big Apple Capital Corp. In the Big Apple Letter, the staff declined to provide no-action relief under Sections 23(a) and 23(b) in
connection with the private sale by Big Apple Capital Corp. of 4.2 million common shares at $0.05 per share to its organizers, some of
whom were characterized in the Big Apple Letter as “passive investors,” which would then be followed by a public offering
of 4.0 million shares at a price of $1.00 per share.

As
discussed in response 6 above, the Common Stock to be received by the Sole Member will be issued at the net asset value per share of
Common Stock, which net asset value per share of Common Stock will be the same as the public offering price for Common Stock to be issued
in the initial public offering. Likewise, the Adviser, its employees and its affiliates will purchase the Common Stock at the public
offering price for Common Stock in the initial public offering. As a result, the Fund respectfully submits that the transactions comport
fully with the requirements of Sections 23(a) and 23(b) of the 1940 Act. Accordingly, the Fund believes that the issues addressed in
the Big Apple Letter are not raised in connection with these transactions.

 October 5, 2023

Page 5

Prospectus

8. Comment:
                                            As a general matter, the prospectus disclosure, including the Fund Summary (15 pages)
                                            and Risk Factors (33 pages), are particularly long and dense. Please revise throughout using
                                            plain English principles to enhance its readability. See Rule 421(d) under the Securities
                                            Act of 1933 (“Securities Act”); Office of Investor Education, A Plain English
                                            Handbook: How to create clear SEC disclosure documents (August 1998) (“Plain English
                                            Handbook”).

Response:
 The Fund will review the prospectus disclosure and shorten or revise this disclosure where
appropriate.

Cover
Page

9. Comment:
                                            Briefly clarify that securities that a