Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
July 24 2017 - 3:03PM
Edgar (US Regulatory)
July 2017
Pricing Sheet
dated July 21, 2017 relating to
Preliminary
Terms No. 1,703 dated July 20, 2017
Registration
Statement Nos. 333-200365; 333-200365-12
Filed pursuant
to Rule 433
M
organ
S
tanley
F
inance
LLC
Structured
Investments
Opportunities in International
Equities
Buffered PLUS Based on the Value of the MSCI
Europe
®
Index due July 24, 2020
Buffered Performance Leveraged Upside Securities
SM
Fully and Unconditionally Guaranteed by Morgan
Stanley
Principal at Risk Securities
PRICING TERMS – July 21, 2017
|
Issuer:
|
Morgan Stanley Finance LLC
|
Guarantor:
|
Morgan Stanley
|
Maturity date:
|
July 24, 2020
|
Underlying index:
|
MSCI Europe
®
Index
|
Aggregate principal amount:
|
$6,000,000
|
Payment at maturity per Buffered PLUS:
|
If the final index value is greater than the initial
index value:
$10 + leveraged upside payment
In no event will the payment at maturity exceed the
maximum payment at maturity
If the final index value is less than or equal to the
initial index value but has decreased from the initial index value by an amount less than or equal to the buffer amount of 10%:
$10
If the final index value is less than the initial index
value and has decreased from the initial index value by an amount greater than the buffer amount of 10%:
($10 x the index performance factor) + $1
Under these circumstances, the payment at maturity
will be less than the stated principal amount of $10. However, under no circumstances will the Buffered PLUS pay less than $1.00
per Buffered PLUS at maturity.
|
Leveraged upside payment:
|
$10 × leverage factor × index percent increase
|
Index percent increase:
|
(final index value – initial index value) / initial index value
|
Initial index value:
|
128.26, which is the index closing value on the pricing date
|
Final index value:
|
The index closing value on the valuation date
|
Valuation date:
|
July 21, 2020, subject to postponement for non-index business days and certain market disruption events
|
Leverage factor:
|
200%
|
Buffer amount:
|
10%. As a result of the buffer amount of 10%, the value at or above which the underlying index must close on the valuation date so that investors do not suffer a loss on their initial investment in the Buffered PLUS is 115.434, which is 90% of the initial index value.
|
Minimum payment at maturity:
|
$1.00 per Buffered PLUS (10% of the stated principal amount)
|
Index performance factor:
|
Final index value
divided
by the initial index value
|
Maximum payment at maturity:
|
$18.60 per Buffered PLUS (186.00% of the stated principal amount)
|
Stated principal amount:
|
$10 per Buffered PLUS
|
Issue price:
|
$10 per Buffered PLUS (see “Commissions and issue price” below)
|
Pricing date:
|
July 21, 2017
|
Original issue date:
|
July 26, 2017 (3 business days after the pricing date)
|
CUSIP:
|
61766X376
|
ISIN:
|
US61766X3769
|
Listing:
|
The Buffered PLUS will not be listed on any securities exchange.
|
Agent:
|
Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest” in the accompanying preliminary terms.
|
Estimated value on the pricing date:
|
$9.684 per Buffered PLUS. See “Investment Summary” in the accompanying preliminary terms.
|
Commissions and issue price:
|
Price to public(1)
|
Agent’s commissions and fees
|
Proceeds to us(4)
|
Per Buffered PLUS
|
$10
|
$0.175
(2)
|
|
|
|
$0.035
(3)
|
$9.79
|
Total
|
$6,000,000
|
$126,000
|
$5,874,000
|
|
(1)
|
The Buffered PLUS were sold at a minimum purchase of $3,000,000.
|
|
(2)
|
Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will
collectively receive from the agent, MS & Co., a fixed sales commission of $0.175 for each Buffered PLUS they sell. For additional
information, see “Supplemental information regarding plan of distribution; conflicts of interest” in the accompanying
preliminary terms and “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement for PLUS.
|
|
(3)
|
Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.035 for each Buffered
PLUS.
|
|
(4)
|
See “Use of proceeds and hedging” in the accompanying preliminary terms.
|
The Buffered PLUS are not deposits or savings accounts and
are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they
obligations of, or guaranteed by, a bank.
You should read this document together with the preliminary
terms describing the offering and the related product supplement, index supplement and prospectus, each of which can be accessed
via the hyperlinks below.
As used in this document, “we,” “us”
and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
Preliminary Terms No. 1,703 dated July 20, 2017
Product
Supplement for PLUS dated February 29, 2016
Index
Supplement dated January 30, 2017
Prospectus
dated February 16, 2016
MSFL and Morgan Stanley have
filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before
you invest, you should read the prospectus in that registration statement and other documents MSFL and Morgan Stanley have filed
with the SEC for more complete information about MSFL, Morgan Stanley and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.
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