Tencent Music prices $1.0B notes due 2031/36

Tencent Music Entertainment Group prices US$1.0 billion of senior unsecured notes due 2031 and 2036, mainly for refinancing and share repurchases.

Rhea-AI Filing Summary

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.

Filing Explained

The filing leaves the debt offering between pricing and completion: final documentation, issuance, and cash receipt are not established.

Although the release calls the notes offering priced, the filing says only a preliminary prospectus supplement has been filed and that a final supplement will be filed when available; proceeds remain expected, so issuance and cash receipt are not established.

Because the instrument is senior unsecured notes rather than shares, the filing adds a debt obligation if completed, while describing no additional-share issuance and therefore no offering-related dilution on the supplied facts.

Key Figures

Aggregate principal amount of notes: US$1,000 million Tranche one principal amount: US$500 million Tranche one coupon: 5.050% +3 more

6 metrics

Aggregate principal amount of notes US$1,000 million Total senior unsecured notes offering announced by Tencent Music Entertainment Group

Tranche one principal amount US$500 million 5.050% senior unsecured notes due 2031

Tranche one coupon 5.050% Interest rate on senior unsecured notes due 2031

Tranche two principal amount US$500 million 5.650% senior unsecured notes due 2036

Tranche two coupon 5.650% Interest rate on senior unsecured notes due 2036

Expected net proceeds US$991.9 million Net cash Tencent Music expects to receive after fees and expenses

Key Terms

senior unsecured notes, aggregate principal amount, automatic shelf registration statement, base prospectus, +2 more

6 terms

senior unsecured notes financial

"aggregate principal amount of its 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.

aggregate principal amount financial

"public offering of US$1,000 million aggregate principal amount"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

automatic shelf registration statement regulatory

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

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

base prospectus regulatory

"Form F-3 (including a base prospectus) on file"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

prospectus supplement regulatory

"filed a related preliminary prospectus supplement with the SEC"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

offshore indebtedness financial

"including refinancing of offshore indebtedness and share repurchases"

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds General corporate purposes, including refinancing of offshore indebtedness and share repurchases.

FAQ

What did Tencent Music Entertainment Group (TME) announce in this Form 6-K?

Tencent Music Entertainment Group announced the pricing of a public offering of US$1,000 million aggregate principal amount of senior unsecured notes, split between notes due 2031 and 2036, with the notes issued under its automatic shelf registration statement on Form F‑3.

How large is Tencent Music’s new notes offering and what are the maturities?

The offering totals US$1,000 million, consisting of US$500 million of 5.050% senior unsecured notes due 2031 and US$500 million of 5.650% senior unsecured notes due 2036, according to Tencent Music Entertainment Group’s announcement.

What net proceeds will TME receive from the notes offering?

Tencent Music Entertainment Group expects to receive net proceeds of approximately US$991.9 million from the offering, after deducting underwriting discounts and commissions and estimated offering expenses, based on the press release included with the Form 6‑K.

How does Tencent Music plan to use the proceeds from this US$1.0 billion notes offering?

Tencent Music Entertainment Group intends to use the net proceeds for general corporate purposes, including refinancing of offshore indebtedness and share repurchases, as stated in the announcement of its senior unsecured notes offering.

What are the interest rates on Tencent Music’s new senior unsecured notes?

The offering includes 5.050% senior unsecured notes due 2031 and 5.650% senior unsecured notes due 2036. These fixed coupon rates were disclosed by Tencent Music Entertainment Group in its pricing announcement.

On which exchange are Tencent Music’s new notes expected to be listed?

The senior unsecured notes are expected to be listed on The Stock Exchange of Hong Kong Limited, according to Tencent Music Entertainment Group’s press release included in the Form 6‑K filing.

Which banks are leading Tencent Music’s US$1,000 million notes offering?

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

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Available on EDGAR 09/03/2026 - 05:52 PM Accepted by SEC EDGAR 09/03/2026 - 04:29 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission file number: 001-38751

Tencent Music Entertainment Group

(Exact Name of Registrant as Specified in Its Charter)

Unit 3, Building D, Kexing Science Park

Kejizhongsan Avenue, Hi-Tech Park, Nanshan District

Shenzhen, 518057, the People’s Republic of China

Tel: +86-755-8601 3388

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒    Form 40-F  ☐

Exhibit Index

Exhibit		Description
99.1		Press Release

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

						Tencent Music Entertainment Group
Date:		September 3, 2026				By:		/s/ Cussion Kar Shun Pang
								Name: Cussion Kar Shun Pang
								Title: Executive Chairman

Exhibit 99.1

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

SHENZHEN, CHINA, September 4, 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 its public offering of US$1,000 million aggregate principal amount of its senior unsecured notes. The public offering consists 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.

The Company expects to receive 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 a related preliminary prospectus supplement with the SEC for the offering of the notes. When available, the final prospectus supplement for the offering of the notes will be filed with the SEC. 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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 8.1 KB