RESEARCH

Is MEP Evergreen Fund, L.P. Legit? SEC Form D Review 2026: $71.8M Sold, Media Credit Strategy and Evergreen Liquidity Structure

Is MEP Evergreen Fund, L.P. Legit? SEC Form D Review 2026: $71.8M Sold, Media Credit Strategy and Evergreen Liquidity Structure

INDEPENDENT ASSESSMENT

MEP Evergreen Fund, L.P. is a verifiable Delaware private fund formed in 2024 and operated from MEP Capital's New York platform. Its latest SEC Form D/A, filed September 10, 2026, reports an indefinite offering with $71,800,000 sold to 19 investors, up from $29,550,000 reported in April 2025. That means the filing history shows an additional $42.25 million of cumulative securities sales between the original 2025 disclosure and the latest amendment. The vehicle relies on Rule 506(b) and Section 3(c)(7), has a $50,000 minimum investment, reports a January 1, 2025 first sale, and offers equity and pooled investment fund interests. Andrew Kotliar, Matt Cohen, Elizabeth Zavoyskiy and Ari Kleinman are listed as executive officers, while Castle Hill Capital Partners, Inc., CRD 44131, is identified in the sales-compensation section for solicitation in Texas; the filing reports $0 sales commissions and $0 finder's fees. The strongest research angle is not simply that MEP raised $71.8 million, but that independent SEC-filed institutional fund disclosures reveal a surprisingly detailed evergreen credit strategy behind the Form D: financing middle-market media assets across film, music, television, eBooks, video gaming and online video, with a disclosed 1.50% management fee, 15% incentive allocation and a liquidity mechanism that places redeeming investors into a run-off account rather than promising immediate cash liquidity.

MEP CAPITAL AND THE MEDIA-IP CREDIT MODEL

MEP Capital's official website confirms that the sponsor is focused on overlooked intellectual-property-backed opportunities across media and entertainment and provides both debt and equity financing through funds backed by institutions and family offices. Its current investment categories are unusually broad but economically connected: music royalty financing; film and television library lending, acquisition financing, tax-credit and pre-sale loans; digital-media growth capital; gaming catalog and completion financing; and sports-entertainment financing backed by media rights, transfer receivables and team or league cash flows. The team background helps explain the strategy. Andrew Kotliar has experience at Centerbridge Partners and Goldman Sachs as well as direct media operating experience; Matt Cohen combines legal, venture-capital and professional-sports experience; Elizabeth Zavoyskiy previously worked at Columbia Records and Standard & Poor's; and Ari Kleinman has fund-finance and operations experience from firms including Gen II, Blackstone, Bessemer, JPMorgan and Deloitte. MEP's public investment list includes Sound Royalties, West Side Pictures, Open Road, Electrify Video Partners, Good Games Group, FZ Sports and ElevenPoint Sports, which collectively demonstrate that the sponsor is actively investing across royalty streams, content libraries, eBooks, YouTube channels, gaming and sports receivables rather than using "media" as a generic marketing label.

THE UNIQUE STRUCTURE: EVERGREEN CAPITAL WITH SEMI-LIQUID REDEMPTIONS, NOT A NORMAL CLOSED-END MEDIA FUND

The most distinctive part of MEP Evergreen Fund is its liquidity architecture. Independent SEC-filed holdings from another registered investment vehicle describe the fund as targeting media-industry credit opportunities backed by relatively reliable and uncorrelated cash flows and disclose a 1.50% annual management fee plus 15% incentive allocation. They also show that redemption requests are accepted twice per year with 45 days' notice after a one-year lock-up, but investors seeking liquidity are moved into a run-off account and receive principal over time as the underlying investments become liquid. That detail is crucial because it makes the word "Evergreen" economically meaningful but also exposes the mismatch between periodic redemption windows and inherently less-liquid collateral such as film libraries, royalty interests, receivables, gaming catalogs and other IP-backed assets. The structure is therefore not comparable to a daily- or monthly-liquid credit fund. It appears designed to recycle capital continuously while managing withdrawals against cash-generating but potentially slow-to-liquidate media assets. Investors should pay particular attention to how the run-off account is valued, whether performance fees continue during run-off, how gains and losses are allocated between active and redeeming investors, and whether large withdrawal requests can delay capital returns materially.

INDEPENDENT LP EVIDENCE AND WHAT IT REVEALS ABOUT FUND SCALE

MEP Evergreen also benefits from an unusually useful third-party evidence trail because SEC-filed investment-company schedules show direct institutional exposure to the fund. One 2025 filing disclosed a $10 million commitment to MEP Evergreen with roughly $5.75 million invested and approximately $4.25 million still unfunded at September 30, 2025. Later 2026 schedules show the position increasing substantially, including a $30 million cost basis in one report and a fair-value position around $8.09 million in another portfolio snapshot, reflecting that different registered vehicles or reporting periods can show different commitment, cost and fair-value figures. Those amounts should not be confused with MEP Evergreen's own NAV or with the $71.8 million cumulative Form D sales total, but they independently prove that professional allocators have committed real capital to the strategy. They also highlight why Form D alone is insufficient: cumulative sales tell us how much has been subscribed through the offering, while institutional portfolio schedules can reveal actual funded commitments and carrying values at specific dates. The fund's 2026 growth from $29.55 million to $71.8 million sold, combined with these third-party positions, indicates meaningful scaling over roughly eighteen months rather than a dormant evergreen vehicle.

FINAL ASSESSMENT

MEP Evergreen Fund is a genuine SEC-filed private fund with a clearly matched sponsor, identifiable investment team, documented media-credit strategy and independent institutional ownership evidence. Its defining feature is the combination of niche collateral and evergreen fund mechanics: MEP invests in areas such as royalties, film and television libraries, digital media, gaming and sports receivables, but offers semiannual redemption opportunities subject to a one-year lock-up and a run-off process that may extend the actual return of capital. The 2026 Form D confirms $71.8 million sold to 19 investors, while third-party SEC disclosures independently reveal the fund's media-credit focus, 1.50% management fee, 15% incentive allocation and redemption mechanics. For investors, the key diligence questions are therefore not whether MEP Capital exists, but how underwriting protects against content-level volatility, how collateral is valued, how leverage and advance rates are controlled, how loss reserves are established, and how redemption requests are managed when underlying media assets cannot be monetized quickly. The PPM, audited financials, administrator reports, portfolio-level cash-flow schedules and run-off-account provisions are essential before treating the strategy as equivalent to conventional liquid private credit.

SEC SNAPSHOT

SEC CLASSIFICATION: Other Banking & Financial Services | SECURITY: Equity + Pooled Investment Fund Interests | EXEMPTION: Rule 506(b) | ICA EXCLUSION: Section 3(c)(7) | FIRST SALE: January 1, 2025 | OFFERING: Indefinite | DURATION: More than one year.

TOTAL SOLD — APRIL 2025: $29,550,000 | TOTAL SOLD — SEPTEMBER 2026: $71,800,000 | INCREASE: $42,250,000 | INVESTORS: 19 | MINIMUM INVESTMENT: $50,000 | SALES COMMISSIONS: $0 | FINDER'S FEES: $0.

RELATED PERSONS: Andrew Mikhailovich Kotliar | Matt Jonathan Cohen | Elizabeth Ester Zavoyskiy | Ari Kleinman | SIGNER: Andrew Kotliar, Officer.

SALES COMPENSATION RECIPIENT: Castle Hill Capital Partners, Inc. | CRD 44131 | Texas solicitation disclosed | Form D commissions: $0.

ITEM 16: $0 related-person use of proceeds reported, excluding ordinary-course compensation to executive officers.

IMPORTANT CAPITAL DISTINCTION: $71.8M is cumulative Form D securities sold. It is not automatically current NAV, current fair value or total MEP Capital AUM.

WEBSITE / ENTITY PENETRATION

OFFICIAL SPONSOR: MEP Capital | OFFICIAL DOMAIN: mepcap.com | CORE DESCRIPTION: long-term investor focused on intellectual-property-backed media and entertainment opportunities.

CORE STRATEGIES: Music royalty financing | film and television library finance | tax-credit and pre-sale lending | license receivables | digital-media growth capital | gaming catalog finance | sports media rights | transfer receivables | team and league financing.

PUBLIC INVESTMENT EXAMPLES: Sound Royalties | West Side Pictures | Open Road | Electrify Video Partners | Good Games Group | FZ Sports | ElevenPoint Sports. These are MEP Capital platform investments and should not automatically be attributed to MEP Evergreen Fund without fund-level documentation.

MANAGEMENT FEE: 1.50% per annum according to independent SEC-filed institutional disclosure | PERFORMANCE / INCENTIVE ALLOCATION: 15% | REDEMPTION FREQUENCY: twice per year | NOTICE: 45 days | LOCK-UP: first anniversary of subscription | REDEMPTION MECHANISM: redeeming investor may be placed into a run-off account and repaid over time as investments become liquid.

INDEPENDENT LP EVIDENCE: SEC-filed investment-company schedules disclose direct positions and commitments to MEP Evergreen Fund, including a $10M commitment in 2025 and larger reported exposure in 2026.

CURRENT FUND NAV: NOT DISCLOSED IN FORM D | AUDITOR: REQUIRES FUND DOCUMENTS | ADMINISTRATOR: REQUIRES FUND DOCUMENTS | PORTFOLIO-LEVEL LEVERAGE: NOT PUBLICLY ESTABLISHED | REALIZED IRR / TVPI / DPI: NOT PUBLICLY DISCLOSED.

CORE INVESTOR QUESTIONS

What proportion of assets is debt versus equity | How much exposure is concentrated in music, film/TV, gaming, digital media and sports | What percentage of investments are senior secured | What are typical advance rates against royalties or receivables | How are media libraries and IP rights valued | What cash-flow coverage ratios are required | Does the fund use leverage | What percentage of NAV is Level 3 or model-valued | What happens if a film, game or sports-rights counterparty underperforms | How are royalty disputes or ownership claims handled | Does the 15% incentive allocation use a hurdle or high-water mark | Does management fee continue during redemption run-off | How long have run-off accounts historically taken to repay investors | Are investor gates or fund-level gates applicable | Which administrator and auditor independently verify NAV | How much of the $71.8M sold is currently invested versus held in cash

CORE RISKS

Media and entertainment cash-flow volatility | intellectual-property valuation risk | royalty and licensing disputes | counterparty credit risk | content-obsolescence risk | film and gaming performance risk | sports-receivable collection risk | concentration in niche media assets | illiquidity beneath an evergreen structure | run-off-account liquidity delay | valuation uncertainty | incentive-fee risk | leverage risk if used | investor redemption concentration | limited public performance data | Form D sales do not equal current NAV.

INDEPENDENT CONCLUSION

MEP Evergreen Fund stands out because its SEC filing can be cross-checked against both MEP Capital's live investment platform and independent SEC-filed institutional investor records. That combination gives substantially more transparency than a typical private Form D issuer: investors can verify $71.8 million of cumulative sales, 19 investors, a $50,000 minimum, the senior team, MEP's active media-finance portfolio and the fund's 1.50% / 15% fee structure and semiannual redemption framework.

The most important caution is that "Evergreen" should not be interpreted as fully liquid. Media loans, royalties, libraries, gaming catalogs and sports receivables can generate durable cash flows, but they are not necessarily quickly saleable. MEP's use of run-off accounts for redeeming investors directly acknowledges that reality. The fund should therefore be evaluated as specialized private credit with controlled periodic liquidity, not as a liquid income product.

PRIMARY EVIDENCE REVIEWED

U.S. Securities and Exchange Commission — MEP Evergreen Fund, L.P. — CIK 0002064766 — Form D/A filed September 10, 2026 — $71.8M sold — 19 investors — Rule 506(b) — Section 3(c)(7) — $50K minimum.

SEC filing history — April 2025 $29.55M sold rising to $71.8M in September 2026.

MEP Capital official website — sponsor identity, team biographies, investment focus and current platform investments.

SEC-filed registered investment-company disclosures — MEP Evergreen strategy, 1.50% management fee, 15% incentive allocation, redemption terms and direct institutional commitments/positions.

IMPORTANT FORM D NOTICE:

Form D is a notice filing for an exempt securities offering. It does not mean that the SEC approved MEP Evergreen Fund, MEP Capital, Andrew Kotliar, any media asset, intellectual-property valuation, fee structure, redemption mechanism or future investment performance.

Important Form D notice: A Form D filing is a notice filing for an exempt securities offering. It does not mean that the U.S. Securities and Exchange Commission has approved, licensed, endorsed, or verified the issuer or the offering. Readers should verify information through official SEC sources and conduct their own due diligence.
Verification note: SEC.gov and the relevant regulator's official records remain authoritative. This site's research is independent editorial content.