Tencent Music Entertainment Group (TME) has confirmed the successful pricing of two series of SEC-registered senior unsecured notes with a combined principal value of US$1.00 billion. The offering comprises:
• US$500.00 million of 5.050% notes maturing 10 September 2031, priced at 99.804% of face value to yield 5.095%. • US$500.00 million of 5.650% notes maturing 10 September 2036, priced at 99.638% of face value to yield 5.698%.
Both tranches carry senior unsecured status and are expected to settle on 10 September 2026. The notes include make-whole call options—priced at U.S. Treasury plus 10 basis points (2031 notes) and 15 basis points (2036 notes)—and par call periods beginning one month (2031) and three months (2036) prior to maturity. Interest will be paid semi-annually each 10 March and 10 September, starting 10 March 2027, with record dates on 23 February and 26 August, respectively.
TME has entered into an underwriting agreement dated 3 September 2026 with J.P. Morgan Securities LLC, Goldman Sachs (Asia) L.L.C., and The Hongkong and Shanghai Banking Corporation Limited acting as joint global coordinators and representatives of a six-bank syndicate. Purchase prices were set at 99.504% of principal for the 2031 notes and 99.338% for the 2036 notes, reflecting a 0.30% combined underwriting, management and selling commission.
Credit ratings assigned to the issuance are A2 (Moody’s) and A (S&P). The notes will be listed on The Stock Exchange of Hong Kong Limited (SEHK), with listing approval pending. TME intends to comply with National Development and Reform Commission (NDRC) post-issuance filing requirements and has already secured an “Enterprise Overseas Debt Issuance Registration Certificate” dated 26 December 2025.
Proceeds will be received by the issuer on settlement; no use-of-proceeds details were provided in the filing. The company has undertaken standard covenants, including a 30-day negative pledge on additional debt issuance, and has agreed not to undertake activities that would violate international sanctions or anti-corruption laws.
The offering is made pursuant to TME’s automatic shelf registration statement on Form F-3 (File No. 333-298683). A corresponding Form 6-K, filed on 4 September 2026 (U.S. Eastern Time), includes the finalized underwriting agreement as Exhibit 1.1.
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