Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 24 2017 - 11:11AM
Edgar (US Regulatory)
November
2017
Pricing
Sheet dated November 21, 2017 relating to
Preliminary
Terms No. 19 dated November 17, 2017
Registration
Statement No. 333-221595; 333-221595-01
Filed
pursuant to Rule 433
M
organ
S
tanley
F
inance
LLC
Structured
Investments
Opportunities
in U.S. Equities
Auto-Callable
Trigger PLUS Based on the Value of the VanEck Vectors Gold Miners ETF due May 24, 2019
Fully
and Unconditionally Guaranteed by Morgan Stanley
Principal
at Risk Securities
PRICING
TERMS – NOVEMBER 21, 2017
|
Issuer:
|
Morgan Stanley Finance LLC
|
Guarantor:
|
Morgan Stanley
|
Maturity date:
|
May 24, 2019
|
Underlying shares:
|
Shares of the VanEck Vectors Gold Miners ETF (the “Fund”)
|
Aggregate principal amount:
|
$4,500,000
|
Stated principal amount:
|
$10 per security
|
Issue price:
|
$10 per security (see “Commissions and issue price” below)
|
Pricing date:
|
November 21, 2017
|
Original issue date:
|
November 27, 2017 (3 business days after the pricing date)
|
Early
redemption:
|
If, on the call observation date, the share closing
price of the underlying shares is
greater than or equal to
the call threshold level, the securities will be automatically
redeemed for the early redemption payment on the third business day following such call observation date. No further payments
will be made on the securities once they have been redeemed.
If the securities are redeemed prior to maturity, you
will receive only the fixed early redemption payment, regardless of the actual appreciation of the underlying shares, and you
will not benefit from the leverage feature that applies to the payment at maturity if the final share price is greater than the
initial share price. Moreover, the early redemption payment may be significantly less than the payment at maturity you would receive
for the same level of appreciation of the underlying shares had the securities not been automatically redeemed and instead remained
outstanding until maturity.
|
Payment at maturity:
|
If the securities are not redeemed prior to maturity,
investors will receive a payment at maturity determined as follows:
If the final share price is
greater than
the
initial share price: $10 + leveraged upside payment
In no event will the payment
at maturity exceed the maximum payment at maturity.
If the final share price is
less than or equal to
the initial share price but is
greater than or equal to
the trigger level: $10
If the final share price is
less than
the trigger
level: $10 × share performance factor
Under these circumstances, the payment at maturity
will be less than the stated principal amount of $10 and will represent a loss of more than 20%, and possibly all, of your investment
.
|
Maximum payment at maturity:
|
$12 per security. (120% of the stated principal amount)
|
CUSIP / ISIN:
|
61768K430 / US61768K4307
|
|
Terms continued on the following page
|
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:
|
$9.65 per security. See “Investment Summary” in the accompanying preliminary terms.
|
Commissions and issue price:
|
Price to public
|
Agent’s commissions and fees
|
Proceeds to issuer
(3)
|
Per security
|
$10
|
$0.20
(1)
|
|
|
|
$0.05
(2)
|
$9.75
|
Total
|
$4,500,000
|
$112,500
|
$4,387,500
|
|
(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 for PLUS.
|
|
(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, 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. 19 dated November 17, 2017
Product
Supplement for PLUS dated November 16, 2017
Index
Supplement dated November 16, 2017
Prospectus
dated November 16, 2017
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.
M
organ
S
tanley
F
inance
LLC
Auto-Callable Trigger PLUS Based on the Value of the VanEck Vectors Gold Miners ETF due May 24, 2019
Principal at Risk Securities
Terms continued from previous page:
|
Call threshold level:
|
$22.72, which is equal to 100% of the initial share price
|
Early redemption payment:
|
$10.80 per security (108% of the stated principal amount)
|
Call observation date:
|
May 21, 2018, subject to postponement for non-trading days and certain market disruption
events
|
Valuation date:
|
May 21, 2019, subject to postponement for non-trading days and certain market disruption
events
|
Leveraged upside payment:
|
$10 × leverage factor × share percent increase
|
Leverage factor:
|
150%. The leverage factor will be applicable, subject to the maximum payment at maturity,
only if the securities are not redeemed prior to maturity and the final share price is greater than or equal to the initial
share price.
|
Share percent increase:
|
(final share price – initial share price) / initial share price
|
Share performance factor:
|
final share price / initial share price
|
Adjustment factor
|
1.0, subject to adjustment in the event of certain events affecting the underlying shares
|
Initial share price:
|
$22.72, which is the closing price of one underlying share on the pricing date
|
Final share price:
|
The share closing price on the valuation date
|
Share closing price:
|
On any trading day, the closing price of one underlying share times the adjustment factor
on such day
|
Trigger level:
|
$18.176, which is 80% of the initial share price
|
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