Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
October 21 2020 - 12:40PM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Dated October 21, 2020
Relating to
Preliminary Pricing Supplement No. 5,100 dated October 21, 2020 to
Registration Statement No. 333-221595
Global Medium-Term Notes, Series J
Euro Fixed/Floating Rate Senior Registered Notes Due 2029
Issuer:
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Morgan Stanley
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Principal Amount:
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€1,750,000,000
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Maturity Date:
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October 26, 2029
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Trade Date:
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October 21, 2020
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Original Issue Date (Settlement):
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October 26, 2020 (T+3)
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Interest Accrual Date:
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October 26, 2020
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Issue Price (Price to Public):
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100.00%
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Agents’ Commission:
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0.45%
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All-in Price:
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99.55%
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Net Proceeds to Issuer:
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€1,742,125,000
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Fixed Rate Period:
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From and including the Original Issue Date to but excluding October 26, 2028
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Floating Rate Period:
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From and including October 26, 2028 to but excluding the Maturity Date
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Interest Rate:
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During the Fixed Rate Period, 0.495% per annum; during the Floating Rate Period, the Base Rate plus 0.867% (to be determined by the Calculation Agent on the second TARGET Settlement Day immediately preceding
each Interest Reset Date)
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Base Rate:
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EURIBOR
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Spread (plus or minus):
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Plus 0.867%
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Index Maturity:
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Three months
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Interest Reset Dates:
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Each Interest Payment Date commencing October 26, 2028, provided that the October 26, 2028 Interest Reset Date shall not be adjusted for a non-Business Day
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Interest Reset Period:
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Quarterly
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Interest Payment Periods:
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During the Fixed Rate Period, annual; during the Floating Rate Period, quarterly
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Interest Payment Dates:
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With respect to the Fixed Rate Period, each October 26, commencing October 26, 2021 to and including October 26, 2028; with respect to the Floating Rate Period, each January 26, April 26, July 26 and October
26, commencing January 26, 2029 to and including the Maturity Date
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Day Count Convention:
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During the Fixed Rate Period, Actual/Actual (ICMA); during the Floating Rate Period, Actual/360
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Optional Redemption:
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Optional Make-Whole Redemption, on or after April 26, 2021 and prior to October 26, 2028, in whole at any time or in part from time to time, as described in the below-referenced pricing supplement (spread to
reinvestment rate: plus 20 basis points).
In addition, the Issuer may, at its option, redeem the notes, (i) in whole but not in part, on October 26, 2028, or (ii) in whole at any time or in part from time to time, on or after July 26, 2029, on at least
5 but not more than 30 days’ prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest on the notes to but excluding the redemption date. See “Description of Debt Securities – Redemption and
Repurchase of Debt Securities – Notice of Redemption” in the below-referenced Prospectus. If the notes are redeemed prior to their stated maturity date, you may have to re-invest the proceeds in a lower interest rate environment.
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Tax Redemption and Payment of Additional Amounts:
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Yes
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Specified Currency:
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Euro (“€”)
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Minimum Denominations:
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€100,000 and integral multiples of €1,000 in excess thereof
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Business Days:
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London, TARGET Settlement Day and New York
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Listing:
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Application will be made for listing on the Official List of the Financial Conduct Authority and for admission to trading on the London Stock Exchange’s Regulated Market after the Original Issue Date. No
assurance can be given that such applications will be granted.
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ISIN:
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XS2250008245
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Common Code:
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225000824
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Form:
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Registered; issued under the New Safekeeping Structure (intended to be Eurosystem eligible)
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Issuer Ratings*:
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A2 (Moody’s) / BBB+ (Standard & Poor’s) / A (Fitch) / A (R&I) / A (high) (DBRS)
(Stable / Stable / Negative / Stable / Stable)
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Agents:
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Morgan Stanley & Co. International plc (“MSIP”) and such other agents as shall be named in the pricing supplement. MSIP is not a U.S. registered broker-dealer and, therefore, to the extent that it intends
to effect any sales of the notes in the United States, it will do so through Morgan Stanley & Co. LLC (“MS&Co.”). MS&Co. is our wholly-owned subsidiary. MS&Co. will therefore conduct this offering in compliance with the
requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest.
MS&Co. or any of our other affiliates may not make sales in this offering to any discretionary account without the prior written approval of the customer.
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Prohibition of Sales to EEA and UK Retail Investors:
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Applicable
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MiFID II professionals/ECPs-only:
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Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels).
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No PRIIPs KID:
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No PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in the EEA or the UK.
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* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The notes 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.
The issuer has 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 the issuer has filed with the SEC for more complete information about the issuer 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 the offering will arrange to send you the prospectus if you request it by calling toll free 1-866-718-1649.
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