Tencent Music Entertainment Group Announces Closing of US$1,000 Million Notes Offering

Tencent Music raises US$1 billion via dual‑tranche senior notes, with proceeds earmarked for debt refinancing and potential share repurchases.

Rhea-AI Summary

Tencent Music Entertainment Group (TME) has closed a public offering of US$1,000 million senior unsecured notes split into two tranches.

The offering comprises US$500 million of 5.050% notes due 2031 and US$500 million of 5.650% notes due 2036, registered under the U.S. Securities Act of 1933. The notes are expected to be listed on The Stock Exchange of Hong Kong Limited on September 11, 2026. Tencent Music received net proceeds of approximately US$991.9 million after underwriting discounts, commissions and estimated expenses, and intends to use the funds for general corporate purposes, including refinancing offshore indebtedness and share repurchases.

Positive

• US$1,000 million senior notes offering successfully closed
• Dual tranches with maturities in 2031 and 2036 extend debt profile
• Net proceeds of approximately US$991.9 million available for corporate use
• Use of proceeds includes refinancing offshore indebtedness and share repurchases

Negative

• Issuance of US$1,000 million in senior unsecured notes increases total debt
• Fixed coupons of 5.050% and 5.650% lock in ongoing interest expenses

Market Context

The 0.73% reaction following the Sep 03 pricing announcement provided the closest offering precedent...

Analysis

The 0.73% reaction following the Sep 03 pricing announcement provided the closest offering precedent; the current release confirmed closing of that notes transaction and its stated proceeds uses.

Key Figures

Aggregate principal amount: US$1,000 million 2031 notes: US$500 million at 5.050% 2036 notes: US$500 million at 5.650% +2 more

Aggregate principal amount

US$1,000 million

Senior unsecured notes offering

2031 notes

US$500 million at 5.050%

Senior unsecured notes due 2031

2036 notes

US$500 million at 5.650%

Senior unsecured notes due 2036

Net proceeds

US$991.9 million

After underwriting discounts, commissions and estimated offering expenses

Hong Kong listing

September 11, 2026

Expected listing date for the notes

Previous Offering Reports

2 past events · Latest: Sep 03

Same Type 2 events

1. Sep 03

   Notes pricing

   24h Move

   +0.7%

   Pricing confirmed two senior unsecured note tranches and expected net proceeds

2. Sep 01

   Notes offering

   24h Move

   +1.2%

   Launch announced for senior unsecured notes supporting refinancing and share repurchases

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior unsecured notes, automatic shelf registration, Form F-3, underwriting discounts

4 terms

senior unsecured notes financial

"closing of its public offering of US$1,000 million aggregate principal amount of senior unsecured notes"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

automatic shelf registration regulatory

"has an automatic shelf registration statement on Form F-3"

Automatic shelf registration is a process that allows companies to register securities with regulators in advance, so they can sell new shares or bonds quickly whenever market conditions are favorable. For investors, this means companies can raise money more efficiently, often leading to more timely investment opportunities. It helps ensure that companies can respond swiftly to financing needs without lengthy approval delays.

Form F-3 regulatory

"registration statement on Form F-3"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

underwriting discounts financial

"after deducting underwriting discounts and commissions"

The portion of a securities offering that underwriters keep as payment for arranging and selling the issue, often expressed as the gap between what the issuer receives and the price paid by public investors. It matters to investors because it reduces the net proceeds the company raises and signals how much institutional middlemen are charging — like a broker’s commission — which can affect a deal’s economics and the degree of dilution for existing shareholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SHENZHEN, China, Sept. 10, 2026 /PRNewswire/ -- Tencent Music Entertainment Group ("TME," or the "Company") (NYSE: TME and HKEX: 1698), the leading all-in-one music and audio entertainment platform in China, today announced the closing of its public offering of US$1,000 million aggregate principal amount of senior unsecured notes consisting of US$500 million of 5.050% notes due 2031 and US$500 million of 5.650% notes due 2036. The notes have been registered under the U.S. Securities Act of 1933, as amended, and are expected to be listed on The Stock Exchange of Hong Kong Limited on September 11, 2026.

The Company received net proceeds from the offering of approximately US$991.9 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from the offering for general corporate purposes, including refinancing of offshore indebtedness and share repurchases.

The joint bookrunners of the offering are J.P. Morgan Securities LLC, Goldman Sachs (Asia) L.L.C. and The Hongkong and Shanghai Banking Corporation Limited. The joint lead managers of the offering are UBS AG Hong Kong Branch, Bank of China Limited and MUFG Securities Asia Limited.

The Company has an automatic shelf registration statement on Form F-3 (including a base prospectus) on file with the U.S. Securities and Exchange Commission (the "SEC") and has filed the related prospectus supplement with the SEC for the offering of the notes. The offering is being made only by means of the prospectus supplement and accompanying base prospectus. Before you invest, you should read the prospectus supplement and accompanying base prospectus and other documents that the Company has filed with the SEC for more complete information about the Company and the offering. You may obtain these documents free of charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send an investor the prospectus if the investor requests it by calling J.P. Morgan Securities LLC located at 270 Park Ave, New York, NY 10017, USA at +1-212-834-4533, Goldman Sachs & Co. LLC, an affiliate of Goldman Sachs (Asia) L.L.C., located at 200 West Street, New York, NY 10282, USA at +1-866-471-2526 or The Hongkong and Shanghai Banking Corporation Limited, located at L17, HSBC Main Building, 1 Queen's Road Central, Hong Kong at +1-866-811-8049.

This announcement is not an offer of the securities for sale in the United States and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities referred to herein have not been and will not be registered under the applicable securities laws of any jurisdiction outside of the United States.

About Tencent Music Entertainment

Tencent Music Entertainment Group (NYSE: TME and HKEX: 1698) is the leading all-in-one music and audio entertainment platform in China, operating the country's highly popular and innovative music and audio apps: QQ Music, Kugou Music, Kuwo Music, WeSing and Ximalaya. TME's mission is to create endless possibilities with music and technology. Powered by its content-and-platform dual-engine strategy, TME's expansive offerings extend the value of IP beyond online streaming into offline concerts, artist merchandise, and other IP-centric experiences. TME continuously innovates to deliver a seamless experience where users can discover, listen, sing, watch, perform, and connect across diverse scenarios, while unlocking the enduring value of music and audio IP. For more information, please visit ir.tencentmusic.com.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "target," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the SEC and the HKEX. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

Investor Relations Contact
Tencent Music Entertainment Group
ir@tencentmusic.com
+86 (755) 8601-3388 ext. 885034

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SOURCE Tencent Music Entertainment Group

FAQ

What are the interest rates and maturities of Tencent Music's new notes?

The offering consists of US$500 million notes bearing interest at 5.050% due 2031 and US$500 million notes bearing interest at 5.650% due 2036.

When and where are the new Tencent Music notes expected to be listed?

The notes are expected to be listed on The Stock Exchange of Hong Kong Limited on September 11, 2026.

How does Tencent Music plan to use the net proceeds from this offering?

Tencent Music intends to use the approximately US$991.9 million in net proceeds for general corporate purposes, including refinancing of offshore indebtedness and share repurchases.

How can investors obtain the prospectus and related offering documents?

Investors can access the prospectus supplement, base prospectus and related filings free of charge on the SEC's EDGAR website at www.sec.gov. Alternatively, they may request a copy by contacting J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC or The Hongkong and Shanghai Banking Corporation Limited at the phone numbers provided in the announcement.