CALCULATION
OF REGISTRATION FEE
Title of Each Class of
Securities Offered
|
|
Maximum
Aggregate
Offering
Price
|
|
Amount
of Registration
Fee
|
Jump Securities with Auto-Callable Feature due
2024
|
|
$434,000
|
|
$52.60
|
May 2019
Pricing Supplement No. 1,937
Registration Statement Nos.
333-221595; 333-221595-01
Dated May 29, 2019
Filed pursuant to Rule 424(b)(2)
M
organ
S
tanley
F
inance
LLC
Structured
Investments
Opportunities
in U.S. and International Equities
Jump
Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All
Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial
Average
SM
Fully
and Unconditionally Guaranteed by Morgan Stanley
Principal
at Risk Securities
The securities
are unsecured obligations of
Morgan Stanley Finance LLC (“MSFL”), fully and unconditionally guaranteed by Morgan
Stanley,
and have the terms described in the accompanying product supplement,
index supplement and prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of
principal and do not provide for the regular payment of interest. Beginning after six months, the securities will be automatically
redeemed if the index closing value
of
each
of the EURO STOXX 50
®
Index and the Dow Jones Industrial
Average
SM
, which we refer to as the underlying indices,
on any
of the quarterly determination dates is greater than or equal to its respective initial index value, for an early redemption payment
that will increase over the term of the securities, as described below. No further payments will be made on the securities once
they have been redeemed. At maturity, if
the securities have not previously been redeemed and the final index value of each
underlying index is
greater than or equal to
its respective initial index value, investors will receive a payment at maturity
of $1,520 per $1,000 security.
If
the securities have not previously
been redeemed and the final index value of
either underlying index is less than
its respective initial index value but the
final index value of
each underlying index is greater than or equal to
60% of its respective initial index value, which
we refer to as the respective downside threshold level, investors will receive the stated principal amount of their investment.
However, if the securities are not redeemed prior to maturity and the final index value of
either underlying index is
less
than its respective downside threshold level, investors will be exposed to the decline in the worst performing underlying index
on a 1-to-1 basis, and will receive a payment at maturity that is less than 60% of the stated principal amount of the securities
and could be zero.
Accordingly,
i
nvestors in the securities must be willing to accept the risk of losing their entire
initial investment.
These long-dated securities are for investors who are willing to forego current income and participation
in the appreciation of either underlying index in exchange for the possibility of receiving an early redemption payment or payment
at maturity greater than the stated principal amount if each underlying index closes at or above the initial index value on a quarterly
determination date. Because all payments on the securities are based on the worst performing of the underlying indices, a decline
beyond the respective downside threshold level of either underlying index will result in a significant loss of your investment,
even if the other underlying index has appreciated or has not declined as much. Investors will not participate in any appreciation
of either underlying index. The securities are notes issued as part of MSFL’s Series A Global Medium-Term Notes program.
All payments are subject to our credit risk. If we default
on our obligations, you could lose some or all of your investment. These securities are not secured obligations and you will not
have any security interest in, or otherwise have any access to, any underlying reference asset or assets.
FINAL
TERMS
|
Issuer:
|
Morgan Stanley Finance LLC
|
Guarantor:
|
Morgan Stanley
|
Underlying indices:
|
EURO STOXX 50
®
Index (the “SX5E Index”) and Dow Jones Industrial Average
SM
(the “INDU Index”)
|
Aggregate principal amount:
|
$434,000
|
Stated principal amount:
|
$1,000 per security
|
Issue price:
|
$1,000 per security
|
Pricing date:
|
May 29, 2019
|
Original issue date:
|
May 31, 2019 (2 business days after the pricing date)
|
Maturity date:
|
May 31, 2024
|
Early redemption:
|
The securities are not subject to automatic early redemption
until approximately six months after the original issue date. Following this initial 6-month non-call period, if, on any quarterly
determination date, beginning on November 29, 2019, the index closing value of
each
underlying index is
greater than
or equal to
its respective initial index value, the securities will be automatically redeemed for the applicable early redemption
payment on the related early redemption date.
The securities will not be redeemed early on any
early redemption date if the index closing value of either underlying index is below its respective initial index value on the
related determination date.
|
Early redemption payment:
|
The early redemption payment will be an amount in cash per stated
principal amount (corresponding to a return of approximately 10.40%
per annum
) for each quarterly determination date, as
set forth under “Determination Dates, Early Redemption Dates and Early Redemption Payments” below.
No further payments will be made on the securities once
they have been redeemed.
|
Determination dates:
|
Beginning after six months, quarterly. See “Determination
Dates, Early Redemption Dates and Early Redemption Payments” below.
The determination dates are subject to postponement
for non-index business days and certain market disruption events.
|
Early redemption dates:
|
The third business day after the relevant determination date. See “Determination Dates, Early Redemption Dates and Early Redemption Payments (Beginning After Six Months)” below. If any such day is not a business day, the early redemption payment, if payable, will be paid on the next business day, and no adjustment will be made to the early redemption payment.
|
Downside threshold level:
|
With respect to the SX5E Index, 1,978.686, which is 60% of its
initial index value
With respect to the INDU Index, 15,075.846, which is
60% of its initial index value
|
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 index value of
each underlying index
is
greater than or equal to
its respective initial index value:
$1,520
·
If
the final index value of
either underlying index is less than
its respective initial index value but the final index value
of
each underlying index is greater than or equal to
its respective downside threshold level:
$1,000
·
If
the final index value of
either underlying index
is
less than
its respective downside threshold level:
$1,000 × index performance factor of the worst
performing underlying index
Under these circumstances, you will lose more than
40%, and possibly all, of your investment.
|
|
Terms continued on the following page
|
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.”
|
Estimated value on the pricing date:
|
$953.70 per security. See “Investment Summary” beginning on page 3.
|
Commissions and issue price:
|
Price to public
|
Agent’s commissions
(1)
|
Proceeds to us
(2)
|
Per security
|
$1,000
|
$30
|
$970
|
Total
|
$434,000
|
$13,020
|
$420,980
|
|
(1)
|
Selected dealers and
their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales commission of $30
for each security they sell. See “Supplemental information regarding plan of distribution; conflicts of interest.”
For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
|
|
(2)
|
See “Use of proceeds
and hedging” on page 22.
|
The securities involve risks not associated with an investment
in ordinary debt securities. See “Risk Factors” beginning on page 11.
The Securities and Exchange Commission and state securities
regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement,
index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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 related product
supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional
Terms of the Securities” and “Additional Information About the Securities” at the end of this document.
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.
Product Supplement for Auto-Callable Securities dated November 16, 2017
Index Supplement dated November 16, 2017
Prospectus dated November 16, 2017
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due
May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst
Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk
Securities
Terms continued from previous page:
|
Initial index value:
|
With respect to the SX5E Index, 3,297.81, which is its
index closing value on the pricing date
With respect to the INDU Index, 25,126.41, which is
its index closing value on the pricing date
|
Final index value:
|
With respect to each underlying index, the respective index closing value on the final determination date
|
Worst performing underlying index:
|
The underlying index with the larger percentage decrease from the respective initial index value to the respective final index value
|
Index performance factor:
|
With respect to each underlying index, the final index value
divided by
the initial index value
|
CUSIP / ISIN:
|
61769HAN5 / US61769HAN52
|
Listing:
|
The securities will not be listed on any securities exchange.
|
Determination Dates, Early
Redemption Dates and Early Redemption Payments (Beginning After Six Months)
Determination Dates
|
Early Redemption Dates
|
Early Redemption Payments (per $1,000 Security)
|
1
st
determination date:
|
|
11/29/2019
|
12/3/2019
|
$1,052.00
|
2
nd
determination date:
|
|
2/28/2020
|
3/3/2020
|
$1,078.00
|
3
rd
determination date:
|
|
5/29/2020
|
6/2/2020
|
$1,104.00
|
4
th
determination date:
|
|
8/31/2020
|
9/2/2020
|
$1,130.00
|
5
th
determination date:
|
|
11/30/2020
|
12/2/2020
|
$1,156.00
|
6
th
determination date:
|
|
2/26/2021
|
3/2/2021
|
$1,182.00
|
7
th
determination date:
|
|
5/28/2021
|
6/2/2021
|
$1,208.00
|
8
th
determination date:
|
|
8/30/2021
|
9/1/2021
|
$1,234.00
|
9
th
determination date:
|
|
11/29/2021
|
12/1/2021
|
$1,260.00
|
10
th
determination date:
|
|
2/28/2022
|
3/2/2022
|
$1,286.00
|
11
th
determination date:
|
|
5/31/2022
|
6/2/2022
|
$1,312.00
|
12
th
determination date:
|
|
8/29/2022
|
8/31/2022
|
$1,338.00
|
13
th
determination date:
|
|
11/29/2022
|
12/1/2022
|
$1,364.00
|
14
th
determination date:
|
|
2/28/2023
|
3/2/2023
|
$1,390.00
|
15
th
determination date:
|
|
5/30/2023
|
6/1/2023
|
$1,416.00
|
16
th
determination date:
|
|
8/29/2023
|
8/31/2023
|
$1,442.00
|
17
th
determination date:
|
|
11/29/2023
|
12/1/2023
|
$1,468.00
|
18
th
determination date:
|
|
2/29/2024
|
3/4/2024
|
$1,494.00
|
Final determination date:
|
|
5/29/2024
|
5/31/2024
|
See “Payment at maturity” above.
|
|
|
|
|
|
|
|
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
Investment Summary
Jump Securities with Auto-Callable Feature
Principal at Risk
Securities
The Jump Securities with Auto-Callable Feature due May 31, 2024,
with 6-month Initial Non-Call Period All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
(the “securities”) do not provide for the regular payment of
interest. Instead, beginning after six months,
the securities will be automatically
redeemed if the index closing value
of
each of
the EURO STOXX 50
®
Index and the Dow Jones Industrial
Average
SM
on any quarterly determination date is greater than
or equal to its respective initial index value, for an early redemption payment that will increase over the term of the securities,
as described below. No further payments will be made on the securities once they have been redeemed. At maturity, if
the
securities have not previously been redeemed and the final index value of each underlying index is
greater than or equal to
its respective initial index value, investors will receive a payment at maturity of $1,520 per $1,000 security.
If
the securities have not previously been redeemed and the final index value of
either
underlying index is
less than
its respective initial index value but the final index value of
each
underlying index is
greater than or equal to
its respective downside threshold level, investors will receive the stated principal amount of their investment. However, if the
securities are not redeemed prior to maturity and the final index value of
either underlying index is
less than its respective
downside threshold level, investors will be exposed to the decline in the worst performing underlying index on a 1-to-1 basis,
and will receive a payment at maturity that is less than 60% of the stated principal amount of the securities and could be zero.
Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment.
Investors
will not participate in any appreciation in either underlying index.
Maturity:
|
5 years
|
Automatic early redemption (beginning after six months):
|
The securities are not subject to automatic early redemption until approximately six months after the original issue date. Following this initial 6-month non-call period, if, on any quarterly determination date, the index closing value of each underlying index is greater than or equal to its respective initial index value, the securities will be automatically redeemed for the applicable early redemption payment on the related 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 10.40% per annum) for each quarterly determination date
(beginning after six months), as follows:
|
|
|
·
|
1st determination date:
|
$1,052.00
|
|
|
·
|
2nd determination date:
|
$1,078.00
|
|
|
·
|
3rd determination date:
|
$1,104.00
|
|
|
·
|
4th determination date:
|
$1,130.00
|
|
|
·
|
5th determination date:
|
$1,156.00
|
|
|
·
|
6th determination date:
|
$1,182.00
|
|
|
·
|
7th determination date:
|
$1,208.00
|
|
|
·
|
8th determination date:
|
$1,234.00
|
|
|
·
|
9th determination date:
|
$1,260.00
|
|
|
·
|
10th determination date:
|
$1,286.00
|
|
|
·
|
11th determination date:
|
$1,312.00
|
|
|
·
|
12th determination date:
|
$1,338.00
|
|
|
·
|
13th determination date:
|
$1,364.00
|
|
|
·
|
14th determination date:
|
$1,390.00
|
|
|
·
|
15th determination date:
|
$1,416.00
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
|
|
·
|
16th determination date:
|
$1,442.00
|
|
|
·
|
17th determination date:
|
$1,468.00
|
|
|
·
|
18th determination date:
|
$1,494.00
|
|
No further payments will be made on the securities once they have been redeemed.
|
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 index value of
each
underlying index is
greater than or equal to
its respective initial index value:
$1,520
·
If
the final index value of
either
underlying index is
less than
its respective initial index value but the final index
value of
each
underlying index is
greater than or equal to
its respective downside threshold level:
$1,000
·
If
the final index value of
either
underlying index is
less than
its respective downside threshold level:
$1,000 × index performance factor
of the worst performing underlying index
Under these circumstances, investors will lose a
significant portion or all of their investment. Accordingly, investors in the securities must be willing to accept the risk of
losing their entire initial investment.
|
The original issue price of each security is
$1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by
you, and, consequently, the estimated value of the securities on the pricing date is less than $1,000. We estimate that the value
of each security on the pricing date is $953.70.
What goes into the estimated value on the pricing date?
In valuing the securities on the pricing date,
we take into account that the securities comprise both a debt component and a performance-based component linked to the underlying
indices. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions
relating to the underlying indices, instruments based on the underlying indices, volatility and other factors including current
and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest
rate at which our conventional fixed rate debt trades in the secondary market.
What determines the economic terms of the securities?
In determining the economic terms of the securities,
including the early redemption payment amounts and the downside threshold levels, we use an internal funding rate, which is likely
to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and
hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities
would be more favorable to you.
What is the relationship between the estimated value on the
pricing date and the secondary market price of the securities?
The price at which MS & Co. purchases the
securities in the secondary market, absent changes in market conditions, including those related to the underlying indices, may
vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our
secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction
of this type and other factors. However, because the costs
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
associated with issuing, selling, structuring
and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months following the issue date, to the
extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including
those related to the underlying indices, and to our secondary market credit spreads, it would do so based on values higher than
the estimated value. We expect that those higher values will also be reflected in your brokerage account statements.
MS & Co. may, but is not obligated to, make a market in the
securities, and, if it once chooses to make a market, may cease doing so at any time.
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
Key Investment Rationale
The securities do not provide for the regular payment of interest.
Instead, beginning after six months,
the securities will be automatically
redeemed if the index closing value
of
each of
the EURO STOXX 50
®
Index and the Dow Jones Industrial
Average
SM
on any quarterly determination date is greater than
or equal to its respective initial index value
.
The following scenarios are for illustrative purposes only to
demonstrate how an automatic early redemption payment or the payment at maturity (if the securities have not previously been redeemed)
are calculated, and do not attempt to demonstrate every situation that may occur. Accordingly, the securities may or may not be
redeemed prior to maturity and the payment at maturity may be less than 60% of the stated principal amount of the securities and
may be zero.
Scenario
1: The securities are redeemed prior to maturity
|
Beginning after six months, when each underlying index closes at or above its respective initial index value on any quarterly determination date, the securities will be automatically redeemed for the applicable early redemption payment on the related early redemption date. Investors do not participate in any appreciation in either underlying index.
|
Scenario
2: The securities are not redeemed prior to maturity, and investors receive a fixed positive return at maturity
|
This scenario assumes that at least one underlying index closes below its respective initial index value on each of the quarterly determination dates. Consequently, the securities are not redeemed prior to maturity. On the final determination date, each underlying index closes at or above its respective initial index value. At maturity, investors will receive a cash payment equal to $1,520 per stated principal amount. Investors do not participate in any appreciation in either underlying index.
|
Scenario
3: The securities are not redeemed prior to maturity, and investors receive the stated principal amount at maturity
|
This scenario assumes that at least one underlying index closes below its respective initial index value on each of the quarterly determination dates. Consequently, the securities are not redeemed prior to maturity. On the final determination date, at least one underlying index closes below its respective initial index value, but the final index value of each underlying index is greater than or equal to its respective downside threshold level. At maturity, investors will receive a cash payment equal to the stated principal amount of $1,000 per security.
|
Scenario
4: The securities are not redeemed prior to maturity, and investors suffer a substantial loss of principal at maturity
|
This scenario assumes that at least one underlying index closes below its respective initial index value on each of the quarterly determination dates. Consequently, the securities are not redeemed prior to maturity. On the final determination date, at least one underlying index closes below its respective downside threshold level. At maturity, investors will receive an amount equal to the stated principal amount multiplied by the index performance factor of the worst performing underlying index. Under these circumstances, the payment at maturity will be significantly less than the stated principal amount and could be zero.
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
Hypothetical Examples
The following hypothetical examples are for illustrative purposes
only. Whether the securities are redeemed prior to maturity will be determined by reference to the index closing value of each
underlying index on each of the quarterly determination dates (beginning after six months), and the payment at maturity, if any,
will be determined by reference to the index closing value of each underlying index on the final determination date. The actual
initial index values and downside threshold levels are set forth on the cover of this document. Some numbers appearing in the examples
below have been rounded for ease of analysis. All payments on the securities are subject to our credit risk. The below examples
are based on the following terms:
Early Redemption Payment:
|
The early redemption payment will be an amount in cash
per stated principal amount (corresponding to a return of approximately 10.40%
per annum
) for each quarterly determination
date (beginning after six months), as follows:
|
|
·
|
1st determination date:
|
$1,052.00
|
|
·
|
2nd determination date:
|
$1,078.00
|
|
·
|
3rd determination date:
|
$1,104.00
|
|
·
|
4th determination date:
|
$1,130.00
|
|
·
|
5th determination date:
|
$1,156.00
|
|
·
|
6th determination date:
|
$1,182.00
|
|
·
|
7th determination date:
|
$1,208.00
|
|
·
|
8th determination date:
|
$1,234.00
|
|
·
|
9th determination date:
|
$1,260.00
|
|
·
|
10th determination date:
|
$1,286.00
|
|
·
|
11th determination date:
|
$1,312.00
|
|
·
|
12th determination date:
|
$1,338.00
|
|
·
|
13th determination date:
|
$1,364.00
|
|
·
|
14th determination date:
|
$1,390.00
|
|
·
|
15th determination date:
|
$1,416.00
|
|
·
|
16th determination date:
|
$1,442.00
|
|
·
|
17th determination date:
|
$1,468.00
|
|
·
|
18th determination date:
|
$1,494.00
|
|
No further payments will be made on the securities once they have been redeemed.
|
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 index value of
each
underlying index is
greater than or equal to
its respective initial index value:
$1,520
·
If
the final index value of
either
underlying index is
less than
its respective initial index value but the final index
value of
each
underlying index is
greater than or equal to
its respective downside threshold level:
$1,000
·
If
the final index value of
either
underlying index is
less than
its respective downside threshold level:
$1,000 × index performance factor
of the worst performing underlying index.
Under these circumstances, you will lose a significant
portion or all of your investment.
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
Stated Principal Amount:
|
$1,000
|
Hypothetical Initial Index Value:
|
With respect to the SX5E Index: 3,500
With respect to the INDU Index: 25,500
|
Hypothetical Downside Threshold Level:
|
With respect to the SX5E Index: 2,100, which is 60% of its hypothetical
initial index value
With respect to the INDU Index: 15,300, which is 60%
of its hypothetical initial index value
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
Automatic Call:
Example 1 — the securities are redeemed
following the second determination date
Date
|
SX5E Index Closing Value
|
INDU Index Closing Value
|
Payment (per Security)
|
1
st
Determination Date
|
4,000 (
at or above
the initial index value)
|
24,000 (
below
the initial index value)
|
--
|
2
nd
Determination Date
|
4,500 (
at or above
the initial index value)
|
26,000 (
at or above
the initial index value)
|
$1,078.00
|
In this example, on the first determination date, the index closing
value of one of the underlying indices is at or above its respective initial index value, but the index closing value of the other
underlying index is below its respective initial index value. Therefore, the securities are not redeemed. On the second determination
date, the index closing value of each underlying index is at or above the respective initial index value. Therefore, the securities
are automatically redeemed on the second early redemption date. Investors will receive a payment of $1,078.00 per security on the
related early redemption date. No further payments will be made on the securities once they have been redeemed, and investors do
not participate in the appreciation in either underlying index.
How to calculate the payment at maturity:
In the following examples, one or both of the underlying indices
close below the respective initial index value(s) on each of the quarterly determination dates (beginning after six months), and,
consequently, the securities are not automatically redeemed prior to, and remain outstanding until, maturity.
|
SX5E Index Final Index Value
|
INDU Index Final Index Value
|
Payment at Maturity (per Security)
|
Example 1:
|
4,000 (
at or above
its initial index value)
|
25,600 (
at or above
its initial index value)
|
$1,520
|
Example 2:
|
2,800 (
below
its initial index value but
at or above
its downside threshold level)
|
30,600 (
at or above
its initial index value and downside threshold level)
|
$1,000
|
Example 3:
|
4,375 (
at or above
its initial index value and downside threshold level)
|
12,750 (
below
its downside threshold level)
|
$1,000 x (12,750 / 25,500) = $500
|
Example 4:
|
700 (
below
its downside threshold level)
|
19,125 (
below
its initial index value but
at or above
its downside threshold level)
|
$1,000 x (700 / 3,500) = $200
|
Example 5:
|
700 (
below
its downside threshold level)
|
10,200 (
below
its downside threshold level)
|
$1,000 x (700 / 3,500) = $200
|
In example 1, the final index value of each underlying index
is at or above its respective initial index value. Therefore, investors receive $1,520 per security at maturity. Investors do not
participate in any appreciation in either underlying index.
In example 2, the final index value of one of the underlying
indices is at or above its initial index value and downside threshold level, but the final index value of the other underlying
index is below its initial index value and at or above its downside threshold level. The INDU Index has increased 20% from its
initial index value to its final index value and the SX5E Index has declined 20% from its initial index value to its final index
value. Therefore, investors receive a payment at maturity equal to the stated principal amount of $1,000 per security. Investors
do not participate in any appreciation in either underlying index.
In example 3, the final index value of one of the underlying
indices is at or above its initial index value and downside threshold level, but the final index value of the other underlying
index is below its respective downside threshold level. Therefore, investors are exposed to the downside performance of the worst
performing underlying index at maturity. The SX5E Index has increased 25% from its initial index value to its final index value
and the INDU Index has declined 50% from its initial index value to its final index value. Therefore, investors receive at maturity
an amount equal to the stated principal amount times the index performance factor of the INDU Index, which is the worst performing
underlying index in this example.
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
In example 4, the final index value of one of the underlying
indices is below its initial index value but at or above its downside threshold level, while the final index value of the other
underlying index is below its respective downside threshold level. Therefore, investors are exposed to the downside performance
of the worst performing underlying index at maturity. The INDU Index has declined 25% from its initial index value to its final
index value and the SX5E Index has declined 80% from its initial index value to its final index value. Therefore, investors receive
at maturity an amount equal to the stated principal amount times the index performance factor of the SX5E Index, which is the worst
performing underlying index in this example.
In example 5, the final index value of each underlying index
is below its respective downside threshold level, and investors receive at maturity an amount equal to the stated principal amount
times
the index performance factor of the worst performing underlying index. The SX5E Index has declined 80% from its initial
index value to its final index value and the INDU Index has declined 60% from its initial index value to its final index value.
Therefore, the payment at maturity equals the stated principal amount
times
the index performance factor of the SX5E Index,
which is the worst performing underlying index in this example.
If the securities are not redeemed prior to maturity and the
final index value of either underlying index is below its respective downside threshold level, you will be exposed to the downside
performance of the worst performing underlying index at maturity, and your payment at maturity will be less than 60% of the stated
principal amount per security and could be zero.
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
Risk Factors
The
following is a list of certain key risk factors for investors in the securities. For further discussion of these and other risks,
you should read the section entitled “Risk Factors” in the accompanying product supplement, index supplement and prospectus.
We also urge you to consult with your investment, legal, tax, accounting and other advisers
in connection with your
investment in the securities
.
|
§
|
The securities do not pay interest or guarantee the return of any
principal.
The terms of the securities differ from those of ordinary debt securities in that they do not pay interest
or guarantee the return of any of the principal amount at maturity. If the securities have not been automatically redeemed prior
to maturity and the final index value of
either underlying index
is less than its respective downside threshold level of
60% of its initial index value, you will be exposed to the decline in the value of the worst performing underlying index, as compared
to its initial index value, on a 1-to-1 basis, and you will receive for each security that you hold at maturity an amount equal
to the stated principal amount
times
the index performance factor of the worst performing underlying index. In this case,
the payment at maturity will be less than 60% of the stated principal amount and could be zero.
|
|
§
|
The appreciation potential of the securities is limited by the fixed
early redemption payment or payment at maturity specified for each determination date.
The
appreciation potential of the securities is limited to the fixed early redemption payment specified for each determination date
if each underlying index closes at or above its respective initial index value on any quarterly determination date, or to the fixed
upside payment at maturity if the securities have not been redeemed and the final index value of each underlying index is at or
above its initial index value. In all cases, you will not participate in any appreciation of either underlying index, which could
be significant.
|
|
§
|
You are exposed to the price risk of each underlying index.
Your
return on the securities is not linked to a basket consisting of each underlying index. Rather, it will be contingent upon the
independent performance of each underlying index. Unlike an instrument with a return linked to a basket of underlying assets, in
which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to each
underlying index. Poor performance by
either underlying index
over the term of
the securities may negatively affect your return and will not be offset or mitigated by any positive performance by the other underlying
index. To receive an early redemption payment,
each underlying index
must close
at or above its respective initial index value on the applicable determination date. In addition, if the securities have not been
redeemed and
at least one underlying index
has declined to below its respective
downside threshold level as of the final determination date, you will be
fully exposed
to
the decline in the worst performing underlying index over the term of the securities on a 1-to-1 basis, even if the other underlying
index has appreciated or has not declined as much. Under this scenario, the value of any such payment at maturity will be less
than 60% of the stated principal amount and could be zero. Accordingly, your investment is subject to the price risk of each underlying
index.
|
|
§
|
The market price will be influenced by many unpredictable factors.
Several factors, many of which are beyond our control, will influence the value of the securities
in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary
market. We expect that generally the level of interest rates available in the market and the value of each
underlying
index
on any day, including in relation to its respective
initial index value and downside threshold level, will affect the value of the securities more than any other factors. Other factors
that may influence the value of the securities include:
|
|
o
|
the volatility (frequency and magnitude of changes in value) of the underlying indices,
|
|
o
|
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component stocks
of the underlying indices or securities markets generally and which may affect the value of each underlying index,
|
|
o
|
dividend rates on the securities underlying the
underlying
indices,
|
|
o
|
the time remaining until the securities mature,
|
|
o
|
interest and yield rates in the market,
|
|
o
|
the availability of comparable instruments,
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
|
o
|
the composition of the underlying indices and changes in the constituent stocks of such indices, and
|
|
o
|
any actual or anticipated changes in our credit ratings or credit spreads.
|
Some
or all of these factors will influence the price that you will receive if you sell your securities prior to maturity
. Generally,
the longer the time remaining to maturity, the more the market price of the securities will be affected by the other factors described
above.
For example, you may have to sell your securities
at a substantial discount from the stated principal amount of $1,000 per security if the price of either underlying index at the
time of sale is near or below its downside threshold level or if market interest rates rise.
You cannot predict the future performance
of either underlying index based on its historical performance. The value(s) of one or both of the underlying indices may decrease
so that you will receive no return on your investment and receive a payment at maturity that is less than 60% of the stated principal
amount.
See “
EURO STOXX 50
®
Index Overview”
and “
Dow Jones
Industrial Average
SM
Overview”
below
.
|
§
|
The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads
may adversely affect the market value of the securities.
You are dependent on our ability to pay all amounts due on the securities
upon an early redemption or at maturity and therefore you are subject to our credit risk. If we default on our obligations under
the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value
of the securities prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any actual
or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk
is likely to adversely affect the market value of the securities.
|
|
§
|
As a finance subsidiary, MSFL has no independent operations and will have no independent assets.
As a finance subsidiary,
MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets
available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution
or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee
by Morgan Stanley and that guarantee will rank
pari passu
with all other unsecured, unsubordinated obligations of Morgan
Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of
securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should
be treated
pari passu
with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders
of Morgan Stanley-issued securities.
|
|
§
|
There are risks associated with investments in securities linked to the value of foreign equity securities.
As the EURO
STOXX 50
®
Index is one of the underlying indices, the securities are linked to the value of foreign equity securities.
Investments in securities linked to the value of foreign equity securities involve risks associated with the securities markets
in those countries, including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings
in companies in certain countries. Also, there is generally less publicly available information about foreign companies than about
U.S. companies that are subject to the reporting requirements of the United States Securities and Exchange Commission, and foreign
companies are subject to accounting, auditing and financial reporting standards and requirements different from those applicable
to U.S. reporting companies. The prices of securities issued in foreign markets may be affected by political, economic, financial
and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency
exchange laws. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases
in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies
in such countries may differ favorably or unfavorably from the economy in the United States in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions.
|
|
§
|
Not equivalent to investing in the underlying indices.
Investing in the securities
is not equivalent to investing in either underlying index or the component stocks of either underlying index. Investors in the
securities will not participate in any positive performance of either underlying index, and will not have voting rights or rights
to receive dividends or other distributions or any other rights with respect to stocks that constitute either underlying index.
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
|
§
|
Reinvestment risk.
The term
of your investment in the securities may be shortened due to the automatic early redemption feature of the securities. If the securities
are redeemed prior to maturity, you will receive no further payments on the securities and may be forced to invest in a lower interest
rate environment and may not be able to reinvest at comparable terms or returns. However, under no circumstances will the securities
be redeemed in the first six months of the term of the securities.
|
|
§
|
The securities will not be listed on any securities exchange and secondary trading may be limited
,
and
accordingly, you should be willing to hold your securities for the entire 5-year term of the securities.
The securities
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS &
Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so
at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based
on its estimate of the current value of the securities, taking into account its bid/offer spread, our credit spreads, market volatility,
the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and
the likelihood that it will be able to resell the securities. Even if there is a secondary market, it may not provide enough liquidity
to allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in the secondary
market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any,
at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the securities, it
is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities
to maturity.
|
|
§
|
The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate
implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated
with issuing, selling, structuring and hedging the securities in the original issue price reduce the economic terms of the securities,
cause the estimated value of the securities to be less than the original issue price and will adversely affect secondary market
prices.
Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including
MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than
the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs
that are included in the original issue price and borne by you and because the secondary market prices will reflect our secondary
market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well
as other factors.
|
The inclusion of the costs of issuing,
selling, structuring and hedging the securities in the original issue price and the lower rate we are willing to pay as issuer
make the economic terms of the securities less favorable to you than they otherwise would be.
However, because the costs associated
with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months
following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes
in market conditions, including those related to the underlying indices, and to our secondary market credit spreads, it would do
so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage
account statements.
|
§
|
The estimated value of the securities is determined by reference to our pricing and valuation models, which may differ from
those of other dealers, and is not a maximum or minimum secondary market price.
These pricing and valuation models are proprietary
and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may prove to be
incorrect. As a result, because there is no market-standard way to value these types of securities, our models may yield a higher
estimated value of the securities than those generated by others, including other dealers in the market, if they attempted to value
the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers,
including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value
of your securities at any time after the date of this document will vary based on many factors that cannot be predicted with accuracy,
including our creditworthiness and changes in market conditions. See also “The market price will be influenced by many unpredictable
factors” above.
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
|
§
|
Hedging and trading activity by our affiliates could potentially affect the value of the securities.
One or more of
our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging activities related to the securities
(and to other instruments linked to the underlying indices or their component stocks), including trading in the stocks that constitute
the underlying indices as well as in other instruments related to the underlying indices. As a result, these entities may be unwinding
or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent
dynamic adjustments to the hedge as the final determination date approaches. Some of our affiliates also trade the stocks that
constitute the underlying indices and other financial instruments related to the underlying indices on a regular basis as part
of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date
could have increased the initial index value of an underlying index, and, therefore, could have increased (i) the value at or above
which such underlying index must close on the determination dates so that the securities are redeemed prior to maturity for the
early redemption payment (depending also on the performance of the other underlying index) and (ii) the downside threshold level
for such underlying index, which is the value at or above which such underlying index must close on the final determination date
so that you are not exposed to the negative performance of the worst performing underlying index at maturity (depending also on
the performance of the other underlying index). Additionally, such hedging or trading activities during the term of the securities
could potentially affect the value of either underlying index on the determination dates, and, accordingly, whether we redeem the
securities prior to maturity and the amount of cash you will receive at maturity, if any.
|
|
§
|
The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect
to the securities.
As calculation agent, MS & Co. has determined the initial index values and the downside threshold levels
and will determine the final index values, whether the securities will be redeemed on any early redemption date and the payment
at maturity, if any. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it
to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption
events and the selection of a successor index or calculation of an index closing value in the event of a market disruption event
or discontinuance of an underlying index. These potentially subjective determinations may affect the payout to you upon an early
redemption or at maturity, if any. For further information regarding these types of determinations, see “Description of Auto-Callable
Securities—Postponement of Determination Dates,” “—Alternate Exchange Calculation in Case of an Event of
Default,” “—Discontinuance of Any Underlying Index; Alteration of Method of Calculation” and “—Calculation
Agent and Calculations” in the accompanying product supplement. In addition, MS & Co. has determined the estimated value
of the securities on the pricing date.
|
|
§
|
The U.S. federal income tax consequences of an investment in the securities are uncertain
. Please read the discussion
under “Additional Information – Tax considerations” in this document and the discussion under “United States
Federal Taxation” in the accompanying product supplement for auto-callable securities (together, the “Tax Disclosure
Sections”) concerning the U.S. federal income tax consequences of an investment in the securities. If the Internal Revenue
Service (the “IRS”) were successful in asserting an alternative treatment for the securities, the timing and character
of income on the securities might differ significantly from the tax treatment described in the Tax Disclosure Sections. For example,
under one possible treatment, the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders
would be required to accrue into income original issue discount on the securities every year at a “comparable yield”
determined at the time of issuance and recognize all income and gain in respect of the securities as ordinary income. Additionally,
as discussed under “United States Federal Taxation—FATCA” in the accompanying product supplement for auto-callable
securities, the withholding rules commonly referred to as “FATCA” would apply to the securities if they were recharacterized
as debt instruments. However, recently proposed regulations (the preamble to which specifies that taxpayers are permitted to rely
on them pending finalization) eliminate the withholding requirement on payments of gross proceeds of a taxable disposition. The
risk that financial instruments providing for buffers, triggers or similar downside protection features, such as the securities,
would be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not
have such features. We do not plan to request a ruling from the IRS regarding the tax treatment of the securities, and the IRS
or a court may not agree with the tax treatment described in the Tax Disclosure Sections.
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
In 2007, the U.S. Treasury Department
and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts”
and similar instruments. The notice focuses in particular on whether to require holders of these instruments to accrue income over
the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss
with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of
factors such as the exchange-traded status of the instruments and the nature of the underlying property to which the instruments
are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject
to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” rule, which
very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated
after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities,
possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income
tax consequences of an investment in the securities, including possible alternative treatments, the issues presented by this notice
and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
EURO STOXX 50
®
Index Overview
The EURO STOXX 50
®
Index was created by STOXX
Limited, which is owned by Deutsche Börse AG and SIX Group AG. Publication of the EURO STOXX 50
®
Index began
on February 26, 1998, based on an initial index value of 1,000 at December 31, 1991. The EURO STOXX 50
®
Index is
composed of 50 component stocks of market sector leaders from within the STOXX 600 Supersector Indices, which includes stocks selected
from the Eurozone. The component stocks have a high degree of liquidity and represent the largest companies across all
market sectors. For additional information about the EURO STOXX 50
®
Index, see the information set forth under “EURO
STOXX 50
®
Index” in the accompanying index supplement.
Information as of market close on May 29, 2019:
Bloomberg Ticker Symbol:
|
SX5E
|
52 Week High (on 7/27/2018):
|
3,527.18
|
Current Index Value:
|
3,297.81
|
52 Week Low (on 12/27/2018):
|
2,937.36
|
52 Weeks Ago:
|
3,428.14
|
|
|
The following graph sets forth the daily index closing values
of the SX5E Index for the period from January 1, 2014 through May 29, 2019. The related table sets forth the published high and
low index closing values, as well as the end-of-quarter index closing values, of the SX5E Index for each quarter in the same period.
The index closing value of the SX5E Index on May 29, 2019 was 3,297.81. We obtained the information in the table and graph below
from Bloomberg Financial Markets, without independent verification. The historical index closing values of the SX5E Index should
not be taken as an indication of future performance, and no assurance can be given as to the value of the SX5E Index at any time,
including on the determination dates.
SX5E Index Daily Index Closing Values
January 1, 2014 to May 29, 2019
|
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
EURO STOXX 50
®
Index
|
High
|
Low
|
Period End
|
2014
|
|
|
|
First Quarter
|
3,172.43
|
2,962.49
|
3,161.60
|
Second Quarter
|
3,314.80
|
3,091.52
|
3,228.24
|
Third Quarter
|
3,289.75
|
3,006.83
|
3,225.93
|
Fourth Quarter
|
3,277.38
|
2,874.65
|
3,146.43
|
2015
|
|
|
|
First Quarter
|
3,731.35
|
3,007.91
|
3,697.38
|
Second Quarter
|
3,828.78
|
3,424.30
|
3,424.30
|
Third Quarter
|
3,686.58
|
3,019.34
|
3,100.67
|
Fourth Quarter
|
3,506.45
|
3,069.05
|
3,267.52
|
2016
|
|
|
|
First Quarter
|
3,178.01
|
2,680.35
|
3,004.93
|
Second Quarter
|
3,151.69
|
2,697.44
|
2,864.74
|
Third Quarter
|
3,091.66
|
2,761.37
|
3,002.24
|
Fourth Quarter
|
3,290.52
|
2,954.53
|
3,290.52
|
2017
|
|
|
|
First Quarter
|
3,500.93
|
3,230.68
|
3,500.93
|
Second Quarter
|
3,658.79
|
3,409.78
|
3,441.88
|
Third Quarter
|
3,594.85
|
3,388.22
|
3,594.85
|
Fourth Quarter
|
3,697.40
|
3,503.96
|
3,503.96
|
2018
|
|
|
|
First Quarter
|
3,672.29
|
3,278.72
|
3,361.50
|
Second Quarter
|
3,592.18
|
3,340.35
|
3,395.60
|
Third Quarter
|
3,527.18
|
3,293.36
|
3,399.20
|
Fourth Quarter
|
3,414.16
|
2,937.36
|
3,001.42
|
2019
|
|
|
|
First Quarter
|
3,409.00
|
2,954.66
|
3,351.71
|
Second Quarter (through May 29, 2019)
|
3,514.62
|
3,297.81
|
3,297.81
|
“EURO STOXX
®
” and “STOXX
®
”
are registered trademarks of STOXX Limited. For more information, see “EURO STOXX 50
®
Index” in the
accompanying index supplement.
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
Dow Jones Industrial Average
SM
Overview
The Dow Jones Industrial Average
SM
is a price-weighted
index composed of 30 common stocks that is published by S&P Dow Jones Indices LLC, the marketing name and a licensed trademark
of CME Group Inc., as representative of the broad market of U.S. industry. For additional information about the Dow Jones Industrial
Average
SM
, see the information set forth under “Dow Jones Industrial Average
SM
” in the accompanying
index supplement.
Information as of market close on May 29, 2019:
Bloomberg Ticker Symbol:
|
INDU
|
52 Week High (on 10/3/2018):
|
26,828.39
|
Current Index Value:
|
25,126.41
|
52 Week Low (on 12/24/2018):
|
21,792.20
|
52 Weeks Ago:
|
24,361.45
|
|
|
The following graph sets forth the daily index closing values
of the INDU Index for the period from January 1, 2014 through May 29, 2019. The related table sets forth the published high and
low index closing values, as well as the end-of-quarter index closing values, of the INDU Index for each quarter in the same period.
The index closing value of the INDU Index on May 29, 2019 was 25,126.41. We obtained the information in the table and graph below
from Bloomberg Financial Markets, without independent verification. The historical index closing values of the INDU Index should
not be taken as an indication of future performance, and no assurance can be given as to the value of the INDU Index at any time,
including on the determination dates.
INDU Index Daily
Index Closing Values
January 1, 2014
to May 29, 2019
|
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
Dow Jones Industrial Average
SM
|
High
|
Low
|
Period End
|
2014
|
|
|
|
First Quarter
|
16,530.94
|
15,372.80
|
16,457.66
|
Second Quarter
|
16,947.08
|
16,026.75
|
16,826.60
|
Third Quarter
|
17,279.74
|
16,368.27
|
17,042.90
|
Fourth Quarter
|
18,053.71
|
16,117.24
|
17,823.07
|
2015
|
|
|
|
First Quarter
|
18,288.63
|
17,164.95
|
17,776.12
|
Second Quarter
|
18,312.39
|
17,596.35
|
17,619.51
|
Third Quarter
|
18,120.25
|
15,666.44
|
16,284.70
|
Fourth Quarter
|
17,918.15
|
16,272.01
|
17,425.03
|
2016
|
|
|
|
First Quarter
|
17,716.66
|
15,660.18
|
17,685.09
|
Second Quarter
|
18,096.27
|
17,140.24
|
17,929.99
|
Third Quarter
|
18,636.05
|
17,840.62
|
18,308.15
|
Fourth Quarter
|
19,974.62
|
17,888.28
|
19,762.60
|
2017
|
|
|
|
First Quarter
|
21,115.55
|
19,732.40
|
20,663.22
|
Second Quarter
|
21,528.99
|
20,404.49
|
21,349.63
|
Third Quarter
|
22,412.59
|
21,320.04
|
22,405.09
|
Fourth Quarter
|
24,837.51
|
22,557.60
|
24,719.22
|
2018
|
|
|
|
First Quarter
|
26,616.71
|
23,533.20
|
24,103.11
|
Second Quarter
|
25,322.31
|
23,644.19
|
24,271.41
|
Third Quarter
|
26,743.50
|
24,174.82
|
26,458.31
|
Fourth Quarter
|
26,828.39
|
21,792.20
|
23,327.46
|
2019
|
|
|
|
First Quarter
|
26,091.95
|
22,686.22
|
25,928.68
|
Second Quarter (through May 29, 2019)
|
26,656.39
|
25,126.41
|
25,126.41
|
“Dow
Jones,” “Dow Jones Industrial Average,” “Dow Jones Indexes” and “DJIA” are service marks
of Dow Jones Trademark Holdings LLC. See “Dow Jones Industrial Average
SM
” in the accompanying index supplement.
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
Additional Terms of the Securities
Please read this information in conjunction with the summary
terms on the front cover of this document.
Additional
Terms:
|
|
If the terms described herein are inconsistent with those described in the accompanying product supplement, index supplement or prospectus, the terms described herein shall control.
|
Underlying
Index publisher:
|
With respect to the SX5E Index, STOXX Limited, or any successor
thereof.
With respect to the INDU Index, S&P Dow Jones Indices
LLC, or any successor thereof.
|
Downside
threshold level:
|
The accompanying product supplement refers to the downside threshold level as the “trigger level.”
|
Jump
securities with auto-callable feature:
|
The accompanying product supplement refers to these jump securities with auto-callable feature as the “auto-callable securities.”
|
Trustee:
|
The Bank of New York Mellon
|
Calculation
agent:
|
MS & Co.
|
Issuer notices to registered security
holders, the trustee and the depositary:
|
In the event that the early redemption date or the maturity date
is postponed due to postponement of the relevant determination date, the issuer shall give notice of such postponement and, once
it has been determined, of the date to which the early redemption date or the maturity date, as applicable, has been rescheduled
(i) to the holder of the securities by mailing notice of such postponement by first class mail, postage prepaid, to the holder’s
last address as it shall appear upon the registry books, (ii) to the trustee by facsimile confirmed by mailing such notice to the
trustee by first class mail, postage prepaid, at its New York office and (iii) to The Depository Trust Company (the “depositary”)
by telephone or facsimile confirmed by mailing such notice to the depositary by first class mail, postage prepaid. Any notice that
is mailed to the holder of the securities in the manner herein provided shall be conclusively presumed to have been duly given
to such holder, whether or not such holder receives the notice. The issuer shall give such notice as promptly as possible, and
in no case later than (i) with respect to notice of postponement of the early redemption date or the maturity date, as applicable,
the business day immediately preceding the scheduled early redemption date or maturity date, as applicable, and (ii) with respect
to notice of the date to which the early redemption date or the maturity date, as applicable, has been rescheduled, the business
day immediately following the relevant determination date as postponed.
In the event that the securities are subject to early redemption,
the issuer shall, (i) on the business day following the applicable determination date, give notice of the early redemption of the
securities and the applicable early redemption payment, including specifying the payment date of the applicable amount due upon
the early redemption, (x) to each registered holder of the securities by mailing notice of such early redemption by first class
mail, postage prepaid, to such registered holder’s last address as it shall appear upon the registry books, (y) to the trustee
by facsimile confirmed by mailing such notice to the trustee by first class mail, postage prepaid, at its New York office and (z)
to the depositary by telephone or facsimile confirmed by mailing such notice to the depositary by first class mail, postage prepaid
and (ii) on or prior to the early redemption date, deliver the aggregate cash amount due with respect to the securities to the
trustee for delivery to the depositary, as holder of the securities. Any notice that is mailed to a registered holder of the securities
in the manner herein provided shall be conclusively presumed to have been duly given to such holder, whether or not such registered
holder receives the notice. This notice shall be given by the issuer or, at the issuer’s request, by the trustee in the name
and at the expense of the issuer, with any such request to be accompanied by a copy of the notice to be given.
The issuer shall, or shall cause the calculation agent
to, (i) provide written notice to the trustee, on which notice the trustee may conclusively rely, and to the depositary of the
amount of cash, if any, to be delivered with respect to each stated principal amount of the securities, on or prior to 10:30 a.m.
(New York City time) on the business day preceding the maturity date, and (ii) deliver the aggregate cash amount due with respect
to the securities, if any, to the trustee for delivery to the depositary, as holder of the securities, on the maturity date.
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
Additional Information About the Securities
Additional
Information:
|
|
Minimum
ticketing size:
|
$1,000 / 1 security
|
Tax considerations:
|
Although there is uncertainty
regarding the U.S. federal income tax consequences of an investment in the securities due to the lack of governing authority, in
the opinion of our counsel, Davis Polk & Wardwell LLP, under current law, and based on current market conditions, each security
should be treated as a single financial contract that is an “open transaction” for U.S. federal income tax purposes.
Assuming this treatment
of the securities is respected and subject to the discussion in “United States Federal Taxation” in the accompanying
product supplement for auto-callable securities, the following U.S. federal income tax consequences should result based on current
law:
§
A
U.S. Holder should not be required to recognize taxable income over the term of the securities prior to settlement, other than
pursuant to a sale or exchange.
§
Upon
sale, exchange or settlement of the securities, a U.S. Holder should recognize gain or loss equal to the difference between the
amount realized and the U.S. Holder’s tax basis in the securities. Such gain or loss should be long-term capital gain or
loss if the investor has held the securities for more than one year, and short-term capital gain or loss otherwise.
In
2007, the U.S. Treasury Department and the Internal Revenue Service (the “IRS”) released a notice requesting comments
on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses
in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks
for comments on a number of related topics, including the character of income or loss with respect to these instruments; whether
short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status
of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to which
income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these
instruments are or should be subject to the “constructive ownership” rule, which very generally can operate to recharacterize
certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate
transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues
could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect.
As
discussed in the accompanying product supplement for auto-callable securities, Section 871(m) of the Internal Revenue Code of
1986, as amended, and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% (or a
lower applicable treaty rate) withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to
certain financial instruments linked to U.S. equities or indices that include U.S. equities (each, an “Underlying Security”).
Subject to certain exceptions, Section 871(m) generally applies to securities that substantially replicate the economic performance
of one or more Underlying Securities, as determined based on tests set forth in the applicable Treasury regulations (a “Specified
Security”). However, pursuant to an IRS notice, Section 871(m) will not apply to securities issued before January 1, 2021
that do not have a delta of one with respect to any Underlying Security. Based on our determination that the securities do not
have a delta of one with respect to any Underlying Security, our counsel is of the opinion that the securities should not be Specified
Securities and, therefore, should not be subject to Section 871(m).
Our
determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application
may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying
Security. If withholding is required, we will not be required to pay any additional amounts with respect to the amounts so withheld.
You should consult your tax adviser regarding the potential application of Section 871(m) to the securities.
Both U.S. and non-U.S. investors
considering an investment in the securities should
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
|
read the discussion under “Risk
Factors” in this document and the discussion under “United States Federal Taxation” in the accompanying product
supplement for auto-callable securities and consult their tax advisers regarding all aspects of the U.S. federal income tax consequences
of an investment in the securities, including possible alternative treatments, the issues presented by the aforementioned notice
and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
The discussion
in the preceding paragraphs under “Tax considerations” and the discussion contained in the section entitled “United
States Federal Taxation” in the accompanying product supplement for auto-callable securities, insofar as they purport to
describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, constitute the full opinion of
Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of an investment in the securities.
|
Use
of proceeds and hedging:
|
The proceeds from the sale of the securities will be used by
us for general corporate purposes. We will receive, in aggregate, $1,000 per security issued, because, when we enter into hedging
transactions in order to meet our obligations under the securities, our hedging counterparty will reimburse the cost of the agent’s
commissions. The costs of the securities borne by you and described beginning on page 3 above comprise the agent’s commissions
and the cost of issuing, structuring and hedging the securities.
On or prior to the pricing date, we hedged our anticipated
exposure in connection with the securities by entering into hedging transactions with our affiliates and/or third party dealers.
We expect our hedging counterparties to have taken positions in the stocks constituting the underlying indices and in futures
and/or options contracts on the underlying indices or the component stocks of the underlying indices listed on major securities
markets. Such purchase activity could have increased the initial index value of an underlying index, and, as a result, could have
increased (i) the level at or above which such underlying index must close on the determination dates so that the securities are
redeemed prior to maturity for the early redemption payment (depending also on the performance of the other underlying index)
and (ii) the downside threshold level for such underlying index, which is the level at or above which such underlying index must
close on the final determination date so that you are not exposed to the negative performance of the worst performing underlying
index at maturity (depending also on the performance of the other underlying index). These entities may be unwinding or adjusting
hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments
to the hedge as the final determination date approaches. Additionally, our hedging activities, as well as our other trading activities,
during the term of the securities could potentially affect the value of either underlying index on the determination dates, and,
accordingly, whether we redeem the securities prior to maturity and the amount of cash you will receive at maturity, if any. For
further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging” in the accompanying product
supplement.
|
Benefit plan investor considerations:
|
Each fiduciary of a pension, profit-sharing or other employee
benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”),
should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing
an investment in the securities. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy
the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the
Plan.
In
addition, we and certain of our affiliates, including MS & Co., may each be considered a “party in interest” within
the meaning of ERISA, or a “disqualified person” within the meaning of the Internal Revenue Code of 1986, as amended
(the “Code”), with respect to many Plans, as well as many individual retirement accounts and Keogh plans (such accounts
and plans, together with other plans, accounts and arrangements subject to Section 4975 of the Code, also “Plans”).
ERISA Section 406 and Code Section 4975 generally prohibit transactions between Plans and parties in interest or disqualified
persons. Prohibited transactions within the meaning of ERISA or the Code would likely arise, for example, if the securities are
acquired by or with the assets of a Plan with respect to which MS & Co. or any of its affiliates is a service provider or
other party in interest, unless the securities are acquired pursuant to
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
|
an
exemption from the “prohibited transaction” rules. A violation of these “prohibited transaction” rules
could result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Code for such persons, unless exemptive
relief is available under an applicable statutory or administrative exemption.
The U.S. Department of Labor has issued five prohibited
transaction class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions
resulting from the purchase or holding of the securities. Those class exemptions are PTCE 96-23 (for certain transactions determined
by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for
certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance company
separate accounts) and PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers). In
addition, ERISA Section 408(b)(17) and Code Section 4975(d)(20) provide an exemption for the purchase and sale of securities and
the related lending transactions,
provided
that neither the issuer of the securities nor any of its affiliates has or exercises
any discretionary authority or control or renders any investment advice with respect to the assets of the Plan involved in the
transaction and
provided further
that the Plan pays no more, and receives no less, than “adequate consideration”
in connection with the transaction (the so-called “service provider” exemption). There can be no assurance that any
of these class or statutory exemptions will be available with respect to transactions involving the securities.
Because we may be considered a party in interest with
respect to many Plans, the securities may not be purchased, held or disposed of by any Plan, any entity whose underlying assets
include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or
any person investing “plan assets” of any Plan, unless such purchase, holding or disposition is eligible for exemptive
relief, including relief available under PTCEs 96-23, 95-60, 91-38, 90-1, 84-14 or the service provider exemption or such purchase,
holding or disposition is otherwise not prohibited. Any purchaser, including any fiduciary purchasing on behalf of a Plan, transferee
or holder of the securities will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and
holding of the securities that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such securities on behalf
of or with “plan assets” of any Plan or with any assets of a governmental, non-U.S. or church plan that is subject
to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section
4975 of the Code (“Similar Law”) or (b) its purchase, holding and disposition of these securities will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or violate any Similar
Law.
Due to the complexity of these rules and the penalties
that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries
or other persons considering purchasing the securities on behalf of or with “plan assets” of any Plan consult with
their counsel regarding the availability of exemptive relief.
The securities are contractual financial instruments.
The financial exposure provided by the securities is not a substitute or proxy for, and is not intended as a substitute or proxy
for, individualized investment management or advice for the benefit of any purchaser or holder of the securities. The securities
have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives of
any purchaser or holder of the securities.
Each purchaser or holder of any securities
acknowledges and agrees that:
(i) the
purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the purchaser
or holder has not relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser
or holder with respect to (A) the design and terms of the securities, (B) the purchaser or holder’s investment in the securities,
or (C) the exercise of or failure to exercise any rights we have under or with respect to the securities;
(ii) we
and our affiliates have acted and will act solely for our own account in connection with (A) all transactions relating to the securities
and (B) all hedging transactions in connection with our obligations under the securities;
(iii) any
and all assets and positions relating to hedging transactions by us or our affiliates are assets and positions of those entities
and are not assets and positions
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
|
held for the benefit of the purchaser
or holder;
(iv) our
interests are adverse to the interests of the purchaser or holder; and
(v) neither
we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions
or transactions, and any information that we or any of our affiliates may provide is not intended to be impartial investment advice.
Each
purchaser and holder of the securities has exclusive responsibility for ensuring that its purchase, holding and disposition of
the securities do not violate the prohibited transaction rules of ERISA or the Code or any Similar Law. The sale of any securities
to any Plan or plan subject to Similar Law is in no respect a representation by us or any of our affiliates or representatives
that such an investment meets all relevant legal requirements with respect to investments by plans generally or any particular
plan, or that such an investment is appropriate for plans generally or any particular plan. In this regard, neither this discussion
nor anything provided in this document is or is intended to be investment advice directed at any potential Plan purchaser or at
Plan purchasers generally and such purchasers of these securities should consult and rely on their own counsel and advisers as
to whether an investment in these securities is suitable.
However, individual retirement accounts, individual
retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their
accounts, will not be permitted to purchase or hold the securities if the account, plan or annuity is for the benefit of an employee
of Morgan Stanley, Morgan Stanley Wealth Management or a family member and the employee receives any compensation (such as, for
example, an addition to bonus) based on the purchase of the securities by the account, plan or annuity.
|
Additional considerations:
|
Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly.
|
Supplemental information
regarding plan of distribution; conflicts of interest:
|
Selected dealers, which may include our affiliates, and their
financial advisors will collectively receive from the agent a fixed sales commission of $30 for each security they sell.
MS & Co. is an affiliate of MSFL and a wholly owned
subsidiary of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable,
hedging the securities.
MS & Co. will conduct this offering in compliance
with the requirements of FINRA 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. See “Plan
of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement
for auto-callable securities.
|
Validity
of the securities:
|
In the opinion of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the securities offered by this pricing supplement have been executed and issued by MSFL, authenticated by the trustee pursuant to the MSFL Senior Debt Indenture (as defined in the accompanying prospectus) and delivered against payment as contemplated herein, such securities will be valid and binding obligations of MSFL and the related guarantee will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith),
provided
that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) any provision of the MSFL Senior Debt Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of Morgan Stanley’s obligation under the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the MSFL Senior Debt Indenture and its authentication of the securities and the validity, binding nature and enforceability of the MSFL Senior Debt Indenture with respect to the trustee, all as stated in the letter of such counsel dated November 16, 2017, which is
|
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due May 31, 2024, with 6-month Initial Non-Call Period
All Payments on the Securities Based on the Worst Performing of the EURO STOXX 50
®
Index and the Dow Jones Industrial Average
SM
Principal at Risk Securities
|
Exhibit 5-a to the Registration Statement on Form S-3 filed by Morgan Stanley on November 16, 2017.
|
Contact:
|
Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.
|
Where
you can find more information:
|
Morgan Stanley and MSFL have filed a registration statement (including
a prospectus, as supplemented by the product supplement for auto-callable securities and the index supplement) with the Securities
and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration
statement, the product supplement for auto-callable securities, the index supplement and any other documents relating to this offering
that Morgan Stanley and MSFL have filed with the SEC for more complete information about Morgan Stanley, MSFL and this offering.
You may get these documents without cost by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Morgan Stanley, MSFL,
any underwriter or any dealer participating in the offering will arrange to send you the prospectus, the product supplement for
auto-callable securities and the index supplement if you so request by calling toll-free 1-(800)-584-6837.
You may access these documents on the SEC web site at
.
www.sec.gov
as follows:
Product Supplement for Auto-Callable Securities dated November 16, 2017
Index Supplement dated November 16, 2017
Prospectus dated November 16, 2017
Terms used but not defined in this document are defined
in the product supplement for auto-callable securities, in the index supplement or in the prospectus.
|
Morgan Stanley Depository Shares Representing 1/1000TH Preferred Series 1 Fixed TO Floating Non (Cum) (NYSE:MSPI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Morgan Stanley Depository Shares Representing 1/1000TH Preferred Series 1 Fixed TO Floating Non (Cum) (NYSE:MSPI)
Historical Stock Chart
From Jul 2023 to Jul 2024