Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
September 19 2017 - 4:56PM
Edgar (US Regulatory)
September 2017
Pricing Sheet dated September
15, 2017 relating to
Preliminary Terms No. 1,850 dated
September 13, 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 U.S. Equities
Jump Securities with Auto-Callable Feature Based
on the Performance of the Common Stock of Advanced Micro Devices, Inc. due September 18, 2020
Fully and Unconditionally Guaranteed by Morgan
Stanley
Principal at Risk Securities
PRICING
TERMS – SEPTEMBER 15, 2017
|
Issuer:
|
Morgan Stanley Finance LLC
|
Guarantor:
|
Morgan Stanley
|
Underlying stock:
|
Advanced Micro Devices, Inc. common stock
|
Aggregate principal amount:
|
$3,060,000
|
Stated
principal amount:
|
$10 per security
|
Issue
price:
|
$10 per security
|
Pricing
date:
|
September 15, 2017
|
Original
issue date:
|
September 20, 2017 (3 business days after the pricing date)
|
Maturity date:
|
September 18, 2020
|
Early
redemption:
|
If, on any of the first eleven quarterly determination dates, the closing price of the underlying stock (multiplied by the then-current adjustment factor) is
greater than or equal to
the threshold price, the securities will be automatically redeemed for the relevant early redemption payment on the relevant early redemption date.
|
Early
redemption payment:
|
The early redemption payment will be an amount in cash
per stated principal amount (corresponding to a return of approximately 12.25%
per annum
) for each quarterly determination
date. See “Determination Dates and Early Redemption Payments” below.
No further payments will be made on the securities once
they have been redeemed.
|
Determination dates:
|
Quarterly. See “Determination Dates and Early
Redemption Payments” below.
The determination dates are subject to postponement
for non-trading days and certain market disruption events.
|
Early
redemption dates:
|
The third business day after the relevant determination date
|
Initial
share price:
|
$12.52, which is the closing price of the underlying stock on the pricing date
|
Final
share price:
|
The closing price of the underlying stock on the final determination date
times
the adjustment factor on such date
|
Adjustment
factor:
|
1.0, subject to adjustment in the event of certain events affecting the underlying stock
|
Payment
at maturity:
|
If the securities have not previously been redeemed,
you will receive at maturity a cash payment per security as follows:
·
If
the final share price is
greater than or equal to
the threshold price:
$13.675
·
If
the final share price is
less than
the threshold price:
$10 x share performance factor
Under these circumstances,
you will lose at least 15%, and possibly all, of your investment.
|
Threshold price:
|
$10.642, which is equal to 85% of the initial share price
|
Share performance factor:
|
Final share price
divided by
the initial share price
|
CUSIP:
|
61768J219
|
ISIN:
|
US61768J2197
|
Listing:
|
The securities 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:
|
$9.637 per security. See “Investment Summary” in the accompanying preliminary terms.
|
Commissions and issue price:
|
Price to public
|
Agent’s commissions and fees
|
Proceeds to us
(3)
|
Per
security
|
$10
|
$0.20
(1)
|
|
|
|
$0.05
(2)
|
$9.75
|
Total
|
$3,060,000
|
$76,500
|
$2,983,500
|
|
(1)
|
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 $0.20 for each security 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.
|
|
(2)
|
Reflects a structuring fee
payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each security.
|
|
(3)
|
See “Use of proceeds
and hedging” in the accompanying preliminary terms.
|
The securities 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 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. 1,850 dated September 13, 2017
Product Supplement for Auto-Callable Securities dated February 29, 2016
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.
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature Based on the Performance of the Common Stock of Advanced Micro Devices, Inc. due September 18, 2020
Principal at Risk Securities
Terms continued from previous page:
Determination Dates and Early
Redemption Payments
Determination Dates
|
Early Redemption Payments (per Security)
|
1
st
determination date: 12/15/2017
|
$10.30625
|
2
nd
determination date: 3/15/2018
|
$10.6125
|
3
rd
determination date: 6/15/2018
|
$10.91875
|
4
th
determination date: 9/17/2018
|
$11.225
|
5
th
determination date: 12/17/2018
|
$11.53125
|
6
th
determination date: 3/15/2019
|
$11.8375
|
7
th
determination date: 6/17/2019
|
$12.14375
|
8
th
determination date: 9/16/2019
|
$12.45
|
9
th
determination date: 12/16/2019
|
$12.75625
|
10
th
determination date: 3/16/2020
|
$13.0625
|
11
th
determination date: 6/15/2020
|
$13.36875
|
Final determination date: 9/15/2020
|
See “payment at maturity” above.
|
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