Sound Point Commercial Real Estate Finance LLC (“SPCREF”) is a privately-owned, Delaware limited
liability company formed in November 2020.
SPCREF’s primary investment strategy is to originate first mortgage loans on wholly owned commercial real
estate in the United States, primarily focused on bridge loans or properties undergoing a business model
transition. By nature, these loans are illiquid and difficult to value post-purchase. SPCREF may also invest in
mortgage-backed securities and other more liquid investments as a supplemental investment strategy. While
the relevant investment management agreements would provide specific investment objectives and guidelines
by account, SPCREF’s general investment objective is to preserve and protect invested capital while earning
a return commensurate with the market for the corresponding risk tolerance of each account holder.
SPCREF is principally owned by Sound Point Capital Management, LP (“Sound Point”). A minority interest
in SPCREF is owned by Aflac GI Holdings, LLC (“AGIHLLC”), a subsidiary of Aflac Incorporated
(collectively “Aflac”). AGIHLLC does not have authority over the day-to-day operations or investment
decisions of SPCREF as they relate to the Client Accounts (as defined below), although it has negotiated
certain minority protection and consent rights in connection with its investment in SPCREF. In addition,
SPCREF has a Board of Advisors which serves to provide advice and counsel in connection with the
SPCREF’s operations, potential conflicts of interests and other company matters upon Sound Point’s request.
The Board of Advisors has designated four Class A Board Members and two Class B Board Members. Class
A Board Members are employees of Sound Point: Stephen Ketchum, Don MacKinnon, and David Grill. Class
B Board members are employees of AGIHLLC: Eric Kirsch and Bradley Dyslin.
In addition to Sound Point, SPCREF is affiliated with the following SEC registered investment advisers:
Sound Point CLO C-MOA, LLC (“SP C-MOA”), Sound Point Meridian Management Company, LLC
(“SPMMC”)
1 and Sound Point Luna LLC (“SPL”). SPCREF is also affiliated with Sound Point CRE
Management, LP (“CRE”) and SPCRE InPoint Advisors, LLC (“SPCRE”), both of which are currently
exempt from registration as an investment adviser with the SEC and the State of New York.
2 SPL provides
sub-advisory services on a non-discretionary basis to BlueMountain Fuji Management LLC (“BlueMountain
Fuji”), which is also an SEC registered investment adviser. Together with Sound Point, SP C-MOA, SPL,
SPMMC, SPCRE, CRE and BlueMountain Fuji are referred to herein as the “Affiliates”. In general, this
Brochure does not include information about the Affiliates or their respective advisory businesses, which
are summarized in each of their respective Form ADV Parts 1 and 2, as applicable.
Sound Point is a privately-owned credit asset management firm that is registered with the SEC and principally
owned by Stephen Ketchum indirectly through SPC Consolidator LLC, a Delaware limited liability company.
Certain other limited partners of Sound Point have contributed, or have the right to receive, 5% or more of
Sound Point’s capital upon its dissolution, and these limited partners are Blue Owl GP Stakes II (A) LP, a
third-party permanent capital fund that is managed by Blue Owl GPSC Advisors LLC, an investment adviser
principally owned, through certain intermediary vehicles, by Blue Owl Capital Inc. (“Blue Owl”), Assured
Guaranty U.S. Holdings Inc., a Delaware corporation (“AGUS”) and a wholly owned subsidiary of Assured
Guaranty, Ltd. (NYSE: AGO), a limited company organized under the laws of Bermuda, and two senior
principals of Stone Point Capital LLC (“Stone Point”). Three additional senior principals of Stone Point are
1 SPMMC’s registration as an investment adviser was declared effective on March 19, 2024.
SPMMC intends to be an investment
adviser to a registered investment company.
2 CRE and SPCRE both filed their final Exempt Reporting Adviser report with the SEC on 2/14/2024 respectively because they no
longer meet the requirements necessary to be registered as an Exempt Reporting Adviser. Neither CRE nor SPCRE are currently
obligated to register as an investment adviser in the State of New York because they both have fewer than six (6) New York
clients.
also limited partners of Sound Point, but each holds minority equity ownership below the 5% threshold. James
Carey, one of Stone Point’s senior principals, and Dominic Frederico, CEO of Assured Guaranty, Ltd. both
serve with Stephen Ketchum on Sound Point’s Board of Managers, and consequently have certain rights of
approval over the actions of Sound Point which may indirect impact SPCREF client accounts; however,
neither Mr. Carey nor Mr. Frederico are members of any committee that makes investment decisions for any
accounts managed by SPCREF. Sound Point and SPCREF operate independently of Stone Point, Assured
Guaranty Ltd. and AGUS and is managed by SPC Partners GP, LLC
Sound Point GP Parent, LLC (the “GP Parent”), a Delaware limited liability company, was established to
wholly own the general partners of certain Sound Point commingled funds. GP Parent is also principally
owned by Stephen Ketchum indirectly through SPC Consolidator LLC. Certain other limited partners of GP
Parent have contributed, or have the right to receive, 5% or more of GP Parent’s capital upon dissolution, and
these limited partners are Blue Owl GP Stakes II (B) LP (which is a third-party permanent capital fund that
is managed by Blue Owl), AGUS, and two senior principals of Stone Point. Three additional senior principals
of Stone Point are also limited partners of GP Parent, but each holds minority common equity ownership
below the 5% threshold.
Although, as noted above, a senior principal of Stone Point and the CEO of Assured Guaranty Ltd. serve on
Sound Point’s Board of Managers, none of Stone Point, Blue Owl (including Blue Owl GP Stakes II (A) LP
and Blue Owl GP Stakes II (B) LP), AGUS or any of their respective affiliates is involved in the day-to-day
management or operations of Sound Point, the GP Parent or SPCREF, nor does any such party have any
control over the investment decisions of SPCREF’s client accounts.
SPCREF is under common control with: SP C-MOA, an SEC-registered investment adviser that provides
advisory services to private funds and European securitized asset pools; SPMMC, an SEC-registered
investment adviser that intends to provide advisory services to a registered investment company; and, SPL, an
SEC-registered investment adviser that provides advisory services to pooled investment vehicles operating as
private investment funds, collateral management services to securitized asset pools, and non-discretionary
investment advisory services in a sub-advisory capacity to BlueMountain Fuji, a collateral manager to
securitized asset pools (and also a SEC registered investment adviser). SPCREF is also under common control
with CRE and SPCRE, which provides advisory services to a real estate investment trust and are currently
exempt from registration as an investment adviser with the SEC and the State of New York and Sound Point
Capital Management UK LLP, an UK Financial Conduct Authority authorized foreign private adviser that
acts as sub-adviser to Sound Point with regards to certain client accounts
SPCREF has approximately $2,422,759,690 in regulatory assets under management (based on December 31,
2023 data) that is managed on a discretionary basis and $0 of regulatory assets managed on a non-
discretionary basis.
SPCREF currently does not participate in wrap fee programs.
For further discussion of these and related items, see Item 7 (Types of Clients), Item 8 (Methods of Analysis,
Investment Strategies and Risk of Loss) and Item 10 (Other Financial Industry Activities and Affiliations).