Tencent Music Entertainment Group (TME) SEC Filings

Tencent Music Entertainment Group (TME) completed a public offering of US$1.0 billion senior unsecured notes, issued in two tranches: US$500 million of 5.050% notes due 2031 and US$500 million of 5.650% notes due 2036. The notes are registered under the U.S. Securities Act and are expected to list on the Hong Kong Stock Exchange on September 11, 2026.

TME received approximately US$991.9 million in net proceeds, after underwriting discounts, commissions, and estimated expenses. The company plans to use these funds for general corporate purposes, including refinancing offshore indebtedness and share repurchases, which reallocates its capital structure toward longer-term, fixed-rate debt.

Tencent Music Entertainment Group (TME) is issuing US$1,000,000,000 of senior unsecured notes, including US$500,000,000 5.050% notes due 2031 and US$500,000,000 5.650% notes due 2036, with interest paid semi-annually from March 10, 2027. The 2031 notes mature on September 10, 2031 and the 2036 notes on September 10, 2036, and both series are redeemable early at a make‑whole premium before their respective par call dates and at par plus interest thereafter, with an additional 101% repurchase obligation upon a defined Triggering Event.

The notes will rank as senior unsecured obligations, structurally subordinated to liabilities of subsidiaries and consolidated affiliated entities, and are expected to be listed on the Hong Kong Stock Exchange for trading among professional investors. TME estimates net proceeds of about US$991.9 million, to be used for general corporate purposes including refinancing offshore debt and share repurchases. The company highlights solid financials: for the six months ended June 30, 2026, revenues were RMB16.8 billion, up 6.5% year over year, with profit attributable to equity holders of RMB4.6 billion and combined cash, term deposits and short-term investments of RMB44.2 billion.

Tencent Music Entertainment Group (TME) furnished a Form 6-K to make an underwriting agreement (filed as Exhibit 1.1) part of its existing registration statement on Form F-3 (File No. 333-298683).

The company states that this exhibit is incorporated by reference into that shelf registration from the date of this report, unless later filings supersede it.

Tencent Music Entertainment Group (TME) has priced a public offering of US$1,000 million aggregate principal amount of senior unsecured notes under its automatic shelf registration on Form F‑3. The deal comprises US$500 million of 5.050% notes due 2031 and US$500 million of 5.650% notes due 2036, which are expected to be listed on The Stock Exchange of Hong Kong Limited.

Tencent Music expects to receive approximately US$991.9 million in net proceeds after underwriting discounts, commissions and estimated expenses. The company plans to use the proceeds for general corporate purposes, including refinancing of offshore indebtedness and share repurchases, which may help optimize its capital structure and capital allocation.

Tencent Music Entertainment Group (TME) announced a proposed public offering of its senior unsecured notes in one or more tranches, subject to market conditions and other factors. The notes are registered under the U.S. Securities Act of 1933 and are expected to be listed on The Stock Exchange of Hong Kong Limited.

The company plans to use the net proceeds for general corporate purposes, including refinancing of offshore indebtedness and share repurchases. The notes will be offered under TME’s automatic shelf registration statement on Form F-3, using a preliminary prospectus supplement and base prospectus filed with the SEC. Joint bookrunners include J.P. Morgan Securities LLC, Goldman Sachs (Asia) L.L.C and The Hongkong and Shanghai Banking Corporation Limited.

Tencent Music Entertainment Group (TME) is issuing two tranches of new U.S. dollar senior unsecured notes under its Form F-3 shelf, to be listed on the Hong Kong Stock Exchange for professional investors only. The notes rank pari passu with TME’s other unsecured unsubordinated debt, are effectively subordinated to secured debt, and are structurally subordinated to obligations of subsidiaries and consolidated affiliated entities.

The notes feature issuer call options with a make-whole call before specified par call dates, par redemption thereafter, a 101% repurchase offer upon a defined Triggering Event, and a tax redemption if PRC tax changes require additional amounts. There are no caps on additional debt at the parent or subsidiary level, and the risk factors highlight potential PRC tax residency exposure, FX controls, and the possibility that an active trading market may not develop.

Financially, TME reported 6M 2026 revenue of RMB16,828 million, up 6.5% year over year, driven by an 11.5% increase in music-related services, partly offset by a 13.7% decline in social entertainment and others. Net profit attributable to equity holders was RMB4,562 million, lower than a year earlier mainly due to a large one-off gain in 2025. As of June 30, 2026, TME held RMB44.2 billion in cash, term deposits and short-term investments and had RMB13.1 billion in borrowings, alongside ongoing share repurchases and rising cash dividends.

Tencent Music Entertainment Group (TME) reported unaudited IFRS results for the six months ended June 30, 2026. Total revenues rose from RMB15,798 million to RMB16,828 million, driven by music-related services, where revenue increased to RMB14,119 million, with membership and marketing/consumption services both growing.

Revenue from social entertainment services and others declined to RMB2,709 million. Gross profit improved to RMB7,495 million, but operating profit fell from RMB7,814 million to RMB5,682 million as other gains dropped sharply after a prior-period RMB2,373 million gain on a Universal Music Group investment did not recur. Profit for the period decreased from RMB6,855 million to RMB4,690 million, with basic EPS down from RMB2.19 to RMB1.47.

Total comprehensive income swung from RMB18,290 million to a loss of RMB1,847 million, mainly due to a RMB5,440 million fair value loss on financial assets at fair value through other comprehensive income. TME completed the acquisition of Ximalaya in May 2026, contributing to higher goodwill (RMB29,757 million) and intangibles. Cash and cash equivalents increased to RMB23,698 million supported by stronger operating cash flow of RMB5,196 million, while the group added bank borrowings totaling RMB13,139 million and continued share repurchases and dividends.

Tencent Holdings Limited and its subsidiary Min River Investment Limited report their beneficial ownership in Tencent Music Entertainment Group’s Class A Ordinary Shares. Min River beneficially owns 1,640,456,882 Class B Ordinary Shares, each freely convertible into one Class A Ordinary Share at Min River’s discretion, plus voting power over 18,581,530 Class A Ordinary Shares held by certain minority shareholders, in which Min River disclaims pecuniary interest.

Tencent Holdings may be deemed to beneficially own 1,817,399,419 Class A Ordinary Shares, or 55.5% of the outstanding Class A Ordinary Shares, including the Min River Class B stake, the minority shareholders’ shares, holdings via Image Frame Investment (HK) Limited and Cloudary Holdings Limited, and voting power over 141,415,349 Class A Ordinary Shares (50% of Spotify AB’s 282,830,698 shares) under specific investor and voting agreements. The percentage ownership is based on a total of 3,277,111,937 Class A Ordinary Shares outstanding, including the convertible Class B shares.

Tencent Music Entertainment Group reported second quarter 2026 revenue of RMB8.93 billion, up from RMB8.44 billion a year earlier, driven mainly by music related services. Within this, membership services generated RMB4.79 billion and marketing and consumption services RMB2.81 billion. The consolidation of Ximalaya, acquired on May 18, 2026, contributed RMB407 million of revenue and helped support a gross margin of 44.2%, broadly stable year-over-year.

IFRS net profit for the quarter was RMB2.55 billion, with net profit attributable to equity holders of RMB2.47 billion and diluted earnings of RMB1.57 per ADS. On a non-IFRS basis, adjusted EBITDA reached RMB3.25 billion and non-IFRS net profit was RMB2.78 billion. For the first six months of 2026, IFRS net profit declined to RMB4.69 billion from RMB6.86 billion in the prior-year period, reflecting lower other gains and higher amortization and expenses from acquisitions.

Operating cash flow strengthened: net cash from operating activities rose to RMB2.86 billion in the quarter and RMB5.20 billion for the first half. Cash, cash equivalents, term deposits and short-term investments totaled RMB44.22 billion as of June 30, 2026. The company repurchased 43.5 million ADSs in the quarter for about US$400 million at an average price of US$9.2 per ADS, while also adding new borrowings on the balance sheet.