[497AD] Sound Point Meridian Capital, Inc. SEC Filing

Rhea-AI Filing Summary

Sound Point Meridian Capital, Inc. (NYSE: SPMC) has launched an underwritten public offering of Series B Preferred Shares. Final size, dividend rate and other financial terms will be set through negotiations with the underwriting syndicate led by Oppenheimer & Co., B. Riley Securities, Janney Montgomery Scott, Lucid Capital Markets and Piper Sandler. The Company will grant underwriters a 30-day option to purchase additional shares on identical terms.

The preferred shares have received a “BBB” investment-grade rating from Egan-Jones and are expected to list on the NYSE under ticker “SPME” within 30 days of issuance. Proceeds will add permanent capital to the closed-end fund, which invests primarily in equity and junior debt tranches of U.S. dollar-denominated collateralized loan obligations (CLOs). A registration statement has been declared effective by the SEC and the preliminary prospectus (dated 25 Jun 2025) is available on EDGAR.

Because key pricing details are still pending, the net impact on cost of capital, leverage and common-shareholder dilution cannot yet be quantified. Investors are advised to review the prospectus for risk factors and expense disclosures before committing capital.

Positive

• BBB investment-grade rating from Egan-Jones enhances perceived credit quality and may lower required dividend rate.
• NYSE listing within 30 days should improve liquidity and market visibility for the new preferred shares.
• Diversified underwriting group increases distribution reach and indicates solid market support.

Negative

• Key economic terms (coupon, size, use of proceeds) are undisclosed, creating uncertainty around leverage and earnings impact.
• Preferred dividends represent a senior claim on income that could dilute returns to common shareholders, especially if issued at a high rate.
• Exposure to CLO equity tranches introduces heightened credit and spread risk, which may pressure asset coverage in stress scenarios.

Insights

Financial Analyst

TL;DR – Offering adds permanent capital at investment-grade level; final economics unknown, so impact currently neutral.

The launch of BBB-rated Series B preferred shares signals healthy access to public markets and should diversify the fund’s capital stack. A NYSE listing provides liquidity, potentially broadening the investor base. However, absent coupon and sizing information, we cannot calculate incremental leverage, coverage ratios or accretion/dilution. In the CLO equity space, adequate permanent capital is strategic, yet higher preferred dividends could pressure net investment income available to common shareholders if spreads widen. Until pricing is disclosed, I view the announcement as neutral but leaning constructive.

Credit Analyst

TL;DR – Investment-grade rating is positive, but leverage effect depends on yet-to-be-set coupon.

Egan-Jones’ BBB rating suggests moderate credit quality for the preferred, reflecting the diversified CLO portfolio and external management. Listing plans and a broad syndicate reduce placement risk. Still, CLO equity cash flows are volatile and can strain asset coverage during downturns. Without coupon guidance, it is impossible to judge whether the new layer of fixed obligations tightens or preserves structural protections for debt and preferred holders. Overall credit view is stable pending final terms.

Filed pursuant to Rule 497

File No. 333-286054

Rule 482ad

Sound Point Meridian Capital Announces Offering of Series B Preferred Shares

July 7, 2025

NEW YORK, July 7, 2025 – Sound Point Meridian Capital, Inc. (the “Company”) (NYSE: SPMC), an externally managed closed-end fund focused on primarily investing in equity and junior debt tranches of collateralized loan obligations, has commenced an underwritten public offering of its Series B Preferred Shares. Certain financial and other terms of the Series B Preferred Shares are to be determined by negotiations between the Company and the underwriters. The Series B Preferred Shares are rated ‘BBB’ by Egan-Jones Ratings Company, an independent rating agency. In addition, the Company plans to grant the underwriters a 30-day option to purchase additional Series B Preferred Shares on the same terms and conditions. The Series B Preferred Shares are expected to be listed on the New York Stock Exchange and to trade thereon within 30 days of the original issue date under the ticker symbol “SPME”.

Oppenheimer & Co. Inc., B. Riley Securities, Inc., Janney Montgomery Scott LLC, Lucid Capital Markets, LLC, and Piper Sandler & Co. are acting as joint bookrunners for the offering. A.G.P./Alliance Global Partners LLC, Clear Street LLC, InspereX LLC, and R. Seelaus & Co., LLC are serving as co-managers for the offering.

Investors should consider the Company’s investment objectives, risks, charges, and expenses carefully before investing. The preliminary prospectus dated June 25, 2025, which has been filed with the Securities and Exchange Commission (“SEC”), contains this and other information about the Company and should be read carefully before investing. The information in the preliminary prospectus and this press release is not complete and may be changed. The preliminary prospectus and this press release are not offers to sell these securities and are not soliciting an offer to buy these securities in any state where such offer or sale is not permitted.

A registration statement relating to these securities is on file with, and has been declared effective by, the SEC.

The offering may be made only by means of a prospectus, copies of which may be obtained by writing Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, by telephone at (212) 667-8055, or by email at FixedIncomeProspectus@opco.com. Copies may also be obtained by visiting EDGAR on the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Series B Preferred Shares, nor shall there be any sale of Series B Preferred Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.

Egan-Jones Ratings Company is a nationally recognized statistical rating organization (NRSRO). A security rating is not a recommendation to buy, sell or hold securities, and any such rating may be subject to revision or withdrawal at any time by the applicable rating agency.

ABOUT THE COMPANY

The Company is an externally managed, non-diversified closed-end management investment company. The Company’s investment objective is to generate high current income, with a secondary objective to generate capital appreciation, by investing primarily in third-party collateralized loan obligation (“CLO”) equity and mezzanine tranches of predominately U.S. dollar-denominated CLOs backed by corporate leveraged loans issued primarily to U.S. obligors. The Company is externally managed and advised by Sound Point Meridian Management Company, LLC, a Delaware limited liability company. The Company’s public filings are available free of charge by writing to the Company at 375 Park Avenue, 34th Floor, New York, New York 10152, Attention: Investor Relations, or by telephone at (833) 217-6665.

FORWARD-LOOKING STATEMENTS

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in the prospectus and the Company’s other filings with the SEC. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

Source: Sound Point Meridian Capital, Inc.

Investor Relations:

Julie Smith – Sound Point Capital

(833) 217-6665

ir@soundpointmeridiancap.com

www.soundpointmeridiancap.com

NOT FDIC INSURED ● NO BANK GUARANTEE ● MAY LOSE VALUE

FAQ

What is Sound Point Meridian Capital (SPMC) issuing?

The company has commenced an underwritten public offering of Series B Preferred Shares.

What rating do the Series B Preferred Shares carry?

Egan-Jones Ratings Company assigned a “BBB” investment-grade rating.

Will the new preferred shares trade on an exchange?

Yes, they are expected to list on the NYSE under ticker “SPME” within 30 days of issuance.

Who are the joint bookrunners for the offering?

Oppenheimer & Co., B. Riley Securities, Janney Montgomery Scott, Lucid Capital Markets and Piper Sandler are joint bookrunners.

Where can investors obtain the prospectus?

The preliminary prospectus (dated 25 Jun 2025) is available on EDGAR at www.sec.gov or via Oppenheimer’s Syndicate Prospectus Department.

What is the company’s primary investment objective?

SPMC seeks high current income and secondary capital appreciation by investing in CLO equity and mezzanine tranches.