Morgan
Stanley Finance LLC
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June 2019
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Preliminary Terms No. 2,073
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Registration Statement Nos. 333-221595; 333-221595-01
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Dated May 31, 2019
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Filed pursuant to Rule 433
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Structured
Investments
Opportunities
in U.S. Equities
Trigger Jump Securities Based on the Value of
the S&P 500
®
Index due June 30, 2025
Fully and Unconditionally
Guaranteed by Morgan Stanley
Principal at Risk Securities
The Trigger Jump Securities, which we refer to as the securities,
are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan
Stanley. The securities will pay no interest and do not guarantee the return of any of the principal amount at maturity. At maturity,
you will receive for each security that you hold an amount in cash that will vary depending on the performance of the S&P 500
®
Index, as determined on the valuation date. If the underlying index appreciates or does not depreciate at all over the term
of the securities, you will receive for each security that you hold at maturity a minimum of at least $540 per security (to be
determined on the pricing date) in addition to the stated principal amount. If the underlying index appreciates by more than at
least 54% (to be determined on the pricing date) over the term of the securities, you will receive for each security that you hold
at maturity the stated principal amount plus an amount based on the percentage increase of the underlying index. If the final index
value is less than the initial index value but greater than or equal to the downside threshold level of 70% of the initial index
value, meaning that the underlying index has depreciated by an amount less than or equal to 30%, you will receive a payment at
maturity equal to the stated principal amount. However, if the final index value is less than the downside threshold level, meaning
that the underlying index has depreciated by more than 30% from its initial index value, the payment due at maturity will be significantly
less than the stated principal amount of the securities by an amount that is proportionate to the full percentage decrease in the
final index value from the initial index value. Under these circumstances, the payment at maturity per security will be less than
$700 and could be zero.
Accordingly, you may lose your entire initial investment in the securities.
These long-dated securities
are for investors who seek an equity index-based return and who are willing to risk their principal and forgo current income in
exchange for the upside payment feature that applies to a limited range of performance of the 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.
SUMMARY TERMS
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Issuer:
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Morgan Stanley Finance LLC
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Guarantor:
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Morgan Stanley
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Issue price:
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$1,000 per security (see “Commissions and issue price” below)
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Stated principal amount:
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$1,000 per security
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Pricing date:
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June 21, 2019
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Original issue date:
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June 28, 2019 (5 business days after the pricing date)
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Maturity date:
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June 30, 2025
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Aggregate principal amount:
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$
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Interest:
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None
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Underlying index:
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S&P 500
®
Index
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Payment at maturity:
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·
If
the final index value is greater than or equal to the initial index value:
$1,000 + the
greater
of (i) $1,000
× the index percent change and (ii) the
upside payment
·
If
the final index value is less than the initial index value but greater than or equal to the downside threshold level, meaning
the value of the underlying index has declined by no more than 30% from its initial index value:
$1,000
·
If
the final index value is less than the downside threshold level, meaning the value of the underlying index has declined by more
than 30% from its initial index value:
$1,000 × index performance
factor
Under these circumstances, the payment
at maturity will be significantly less than the stated principal amount of $1,000, and will represent a loss of more than 30%,
and possibly all, of your investment.
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Upside payment:
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At least $540 per security (54% of the stated principal amount). The actual upside payment will be set on the pricing date.
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Index percent change:
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(final index value – initial index value) / initial index value
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Downside threshold level:
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, which is 70% of the initial index value
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Index performance factor:
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final index value / initial index value
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Initial index value:
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, which is the index closing value on the pricing date
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Final index value:
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The index closing value on the valuation date
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Valuation date:
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June 23, 2025, subject to postponement for non-index business days and certain market disruption events
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CUSIP:
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61769HEX9
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ISIN:
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US61769HEX98
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Listing:
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The securities will not be listed on any securities exchange.
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Agent:
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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.”
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Estimated value on the pricing date:
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Approximately $948.00 per security, or within $30.00 of that estimate. See “Investment Summary” beginning on page 2.
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Commissions and issue price:
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Price to public
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Agent’s commissions
(1)
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Proceeds to us
(2)
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Per security
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$1,000
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$32.50
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$967.50
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Total
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$
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$
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$
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We are also offering, pursuant to Preliminary Terms No. 2,074,
a separate issuance of securities, being sold only to fee-based advisory accounts, with terms similar to those of this issuance
but with a higher upside payment.
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(1)
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Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a
fixed sales commission of $32.50 for each security they sell. In addition, selected dealers and their financial advisors will receive
a structuring fee of $5.00 for each security. 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.
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(2)
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See “Use of proceeds and hedging” on page 14.
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The securities involve risks not associated
with an investment in ordinary debt securities. See “Risk Factors” beginning on page 6.
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.
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of
the S&P 500
®
Index due June 30, 2025
Principal at Risk Securities
Investment Summary
Trigger Jump Securities
Principal at Risk Securities
The Trigger Jump Securities Based on the Value of the S&P
500
®
Index due June 30, 2025 (the “securities”) can be used:
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§
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As an alternative to direct exposure to the underlying index that provides a minimum positive return of at least 54% (to be
determined on the pricing date) if the underlying index has appreciated or has not depreciated at all over the term of the securities
and offers an uncapped 1-to-1 participation in the underlying index appreciation of greater than 54%;
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§
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To enhance returns and potentially outperform the underlying index in a moderately bullish scenario;
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§
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To obtain limited protection against the loss of principal in the event of a decline of the underlying index over the term
of the securities, but only if the final index value
is greater than or equal to the downside threshold level
.
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If the final index value is less than the downside
threshold level, the securities are exposed on a 1:1 basis to the percentage decline of the final index value from the initial
index value. Accordingly, investors may lose their entire initial investment in the securities.
Maturity:
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Approximately 6 years
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Upside payment:
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At least $540 per security (54% of the stated principal amount). The actual upside payment will be set on the pricing date.
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Downside threshold level:
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70% of the initial index value
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Minimum payment at maturity:
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None. Investors may lose their entire initial investment in the securities.
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Interest:
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None
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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 will be less than $1,000. We estimate that the value of each security
on the pricing date will be approximately $948.00, or within $30.00 of that estimate. Our estimate of the value of the securities
as determined on the pricing date will be set forth in the final pricing supplement.
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 index. The estimated
value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the
underlying index, instruments based on the underlying index, 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 upside payment and the downside threshold level, 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 index, may vary from, and be lower
than, the estimated value on the pricing
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500
®
Index due June 30, 2025
Principal at Risk Securities
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 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
index, 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
Trigger Jump Securities Based on the Value of the S&P 500
®
Index due June 30, 2025
Principal at Risk Securities
Key Investment Rationale
This 6-year investment does not pay interest but offers a minimum
positive return of at least 54% (to be determined on the pricing date) if the underlying index appreciates or does not depreciate
at all over the term of the securities, an uncapped 1-to-1 participation in any underlying index appreciation of greater than 54%,
and limited protection against a decline in the underlying index of up to 30%. However, if, as of the valuation date, the value
of the underlying index has declined by more than 30% from the initial index value, the payment at maturity per security will be
less than $700, and could be zero.
Upside Scenario
|
If the final index value is
greater than or equal to the initial index value
, the payment at maturity for each security will be equal to $1,000
plus
the
greater
of (i) $1,000
times
the index percent change and (ii) the upside payment of at least $540 (to be determined on the pricing date).
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Par Scenario
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If the final index value is
less than the initial index value but greater than or equal to the downside threshold level
, which means that the underlying index has
depreciated by no more than 30%
from its initial index value
,
the payment at maturity will be $1,000 per security.
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Downside Scenario
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If the final index value is
less than the downside threshold level
, which means that the underlying index has
depreciated by more than 30% from its initial index value
, you will lose 1% for every 1% decline in the value of the underlying index from the initial index value (
e.g.
, a 50% depreciation in the underlying index will result in a payment at maturity of $500 per security).
|
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500
®
Index due June 30, 2025
Principal at Risk Securities
How the Trigger Jump Securities Work
Payoff Diagram
The payoff diagram below illustrates the payout on the securities
at maturity for a range of hypothetical percentage changes in the underlying index. The diagram is based on the following terms:
Stated principal amount:
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$1,000 per security
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Hypothetical upside payment:
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$540 per security (54% of the stated principal amount). The actual upside payment will be determine don the pricing date.
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Downside threshold level:
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70% of the initial index value (-30% change in final index value compared with initial index value)
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Trigger Jump Securities Payoff Diagram
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How it works
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§
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Upside Scenario.
If the final index value is greater than or equal to the initial
index value, the investor would receive $1,000
plus
the greater of (i) $1,000 times the index percent change and (ii) the
hypothetical upside payment of $540. Under the terms of the securities, an investor would receive a payment at maturity of $1,540
per security if the final index value has increased by no more than 54% from the initial index value, and would receive $1,000
plus
an amount that represents a 1-to-1 participation in the appreciation of the underlying index if the final index value
has increased from the initial index value by more than 54%.
|
|
§
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Par Scenario.
If the final index value is less than the initial index value but
is greater than or equal to the downside threshold level, the investor would receive the $1,000 stated principal amount per security.
|
|
§
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Downside Scenario.
If the final index
value is less than the downside threshold level, the payment at maturity would be less than the stated principal amount of $1,000
by an amount that is proportionate to the full percentage decrease of the underlying index.
|
|
o
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For example, if the final index value declines by 50% from the initial index value, the payment
at maturity would be $500 per security (50% of the stated principal amount).
|
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500
®
Index due June 30, 2025
Principal at Risk Securities
Risk Factors
The following is a non-exhaustive 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.
|
§
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The securities do not pay interest or guarantee any return of principal.
The terms of the securities differ from those
of ordinary debt securities in that the securities do not pay interest or guarantee payment of any of the principal amount at maturity.
At maturity, you will receive for each $1,000 stated principal amount of securities that you hold an amount in cash based upon
the final index value. If the final index value is less than the initial index value but greater than or equal to the downside
threshold level, you will receive only the principal amount of $1,000 per security. However, if the final index value is less than
the downside threshold level, you will receive an amount in cash that is significantly less than the $1,000 stated principal amount
of each security by an amount proportionate to the full decline in the value of the underlying index, and you will lose a significant
portion or all of your investment. There is no minimum payment at maturity on the securities, and, accordingly, you could lose
your entire investment. See “How the Trigger Jump Securities Work” above.
|
|
§
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The market price of the securities may 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, including:
|
|
§
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the value of the underlying index at any time (including
in relation to the downside threshold level),
|
|
§
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the volatility (frequency and magnitude of changes in
value) of the underlying index,
|
|
§
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dividend rates on the securities underlying the underlying
index,
|
|
§
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interest and yield rates in the market,
|
|
§
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geopolitical conditions and economic, financial, political,
regulatory or judicial events that affect the component stocks of the underlying index or securities markets generally and which
may affect the value of the underlying index,
|
|
§
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the time remaining until the maturity of the securities,
|
|
§
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the composition of the underlying index and changes in
the constituent stocks of the underlying index, and
|
|
§
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any actual or anticipated changes in our credit ratings
or credit spreads.
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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.
Some or all of these factors will influence the price you will receive if you sell your securities prior to maturity.
For example, you may have to sell your securities at a substantial discount from the stated principal amount if at the time of
sale the value of the underlying index is at or below the initial index value and especially if it is near or below the downside
threshold level.
You cannot predict the future performance
of the underlying index based on its historical performance. If the final index value is less than the downside threshold level,
you will be exposed on a 1-to-1 basis to the full decline in the final index value from the initial index value. There can be no
assurance that the final index value will be greater than or equal to the initial index value so that you will receive at maturity
an amount that is greater than the $1,000 stated principal amount for each security you hold
,
or that you will not lose a significant portion or all of your investment.
|
§
|
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
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
|
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500
®
Index due June 30, 2025
Principal at Risk Securities
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.
|
§
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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.
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|
§
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The amount payable on the securities is not linked to the value of the underlying index at any time other than the valuation
date.
The final index value will be the index closing value on the valuation date, subject to postponement for non-index business
days and certain market disruption events. Even if the value of the underlying index appreciates prior to the valuation date but
then drops by the valuation date, the payment at maturity will be less, and may be significantly less, than it would have been
had the payment at maturity been linked to the value of the underlying index prior to such drop. Although the actual value of the
underlying index on the stated maturity date or at other times during the term of the securities may be higher than the final index
value, the payment at maturity will be based solely on the index closing value on the valuation date.
|
|
§
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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 index, 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 of the securities may be influenced
by many unpredictable factors” above.
|
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500
®
Index due June 30, 2025
Principal at Risk Securities
|
§
|
The securities will not be listed on any securities exchange and secondary trading may be limited
. The securities will
not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. Morgan Stanley
& Co. LLC, which we refer to as 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.
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|
§
|
Investing in the securities is not equivalent to investing in the underlying index
. Investing in the securities is not
equivalent to investing in the underlying index or its component stocks. Investors in the securities will not have voting rights
or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute the underlying
index.
|
|
§
|
Adjustments to the underlying index could adversely affect the value of the securities
. The publisher of the underlying
index can add, delete or substitute the stocks underlying the underlying index, and can make other methodological changes for certain
events relating to the underlying stocks, such as stock dividends, stock splits, spin-offs, rights offerings and extraordinary
dividends, that could change the value of the underlying index. Any of these actions could adversely affect the value of the securities.
The publisher of the underlying index may also discontinue or suspend calculation or publication of the underlying index at any
time. In these circumstances, MS & Co., as the calculation agent, will have the sole discretion to substitute a successor index
that is comparable to the discontinued underlying index. MS & Co. could have an economic interest that is different than that
of investors in the securities insofar as, for example, MS & Co. is permitted to consider indices that are calculated and published
by MS & Co. or any of its affiliates. If MS & Co. determines that there is no appropriate successor index, the payout on
the securities at maturity will be an amount based on the closing prices on the valuation date of the stocks underlying the index
at the time of such discontinuance, without rebalancing or substitution, computed by the calculation agent in accordance with the
formula for calculating the underlying index last in effect prior to the discontinuance of the underlying index.
|
|
§
|
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. will determine the initial index value, the downside threshold level,
the final index value, the index percent change or the index performance factor, as applicable, and the payment that you will receive
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 the index closing value in the event of a market disruption event
or discontinuance of the underlying index. These potentially subjective determinations may adversely affect the payout to you at
maturity, if any. For further information regarding these types of determinations, see “Description of Securities—Postponement
of Valuation Date(s),” “—Discontinuance of Any Underlying Index or Basket Index; Alteration of Method of Calculation,”
“—Alternate Exchange Calculation in case of an Event of Default” and “—Calculation Agent and Calculations”
in the accompanying product supplement for Jump Securities. In addition, MS & Co. has determined the estimated value of the
securities on the pricing date.
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|
§
|
Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities
. One or
more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the securities (and to other
instruments linked to the underlying index or its component stocks), including trading in the stocks that constitute the underlying
index as well as in other instruments related to the underlying index. 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 valuation date approaches. Some of our affiliates also trade the stocks that constitute the underlying index
and other financial
|
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500
®
Index due June 30, 2025
Principal at Risk Securities
instruments related to the underlying
index 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 potentially increase the initial index value, and, therefore, the value at or above which
the underlying index must close on the valuation date so that investors do not suffer a significant loss on their initial investment
in the securities. Additionally, such hedging or trading activities during the term of the securities, including on the valuation
date, could adversely affect the value of the underlying index on the valuation date, and, accordingly, the amount of cash an investor
will receive at maturity, if any.
|
§
|
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 Jump 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, 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 Jump 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.
|
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
Trigger Jump Securities Based on the Value of the S&P 500
®
Index due June 30, 2025
Principal at Risk Securities
S&P 500
®
Index Overview
The S&P 500
®
Index, which is calculated, maintained
and published by S&P Dow Jones Indices LLC (“S&P”), consists of stocks of 500 component companies selected
to provide a performance benchmark for the U.S. equity markets. The calculation of the S&P 500
®
Index is based
on the relative value of the float adjusted aggregate market capitalization of the 500 component companies as of a particular time
as compared to the aggregate average market capitalization of 500 similar companies during the base period of the years 1941 through
1943. For additional information about the S&P 500
®
Index, see the information set forth under “S&P
500
®
Index” in the accompanying index supplement.
Information as of market close on May 29, 2019:
Bloomberg Ticker Symbol:
|
SPX
|
Current Index Value:
|
2,783.02
|
52 Weeks Ago:
|
2,689.86
|
52 Week High (on 4/30/2019):
|
2,945.83
|
52 Week Low (on 12/24/2018):
|
2,351.10
|
The following graph sets forth the daily closing values of the
underlying index for the period from January 1, 2014 through May 29, 2019. The related table sets forth the published high and
low closing values, as well as end-of-quarter closing values, of the underlying index for each quarter in the same period. The
closing value of the underlying index on May 29, 2019 was 2,783.02. We obtained the information in the table and graph below from
Bloomberg Financial Markets, without independent verification. The underlying index has at times experienced periods of high volatility,
and you should not take the historical values of the underlying index as an indication of its future performance.
S&P 500
®
Index
Daily Index Closing
Values
January 1, 2014 to May
29, 2019
|
|
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500
®
Index due June 30, 2025
Principal at Risk Securities
S&P 500
®
Index
|
High
|
Low
|
Period End
|
2014
|
|
|
|
First Quarter
|
1,878.04
|
1,741.89
|
1,872.34
|
Second Quarter
|
1,962.87
|
1,815.69
|
1,960.23
|
Third Quarter
|
2,011.36
|
1,909.57
|
1,972.29
|
Fourth Quarter
|
2,090.57
|
1,862.49
|
2,058.90
|
2015
|
|
|
|
First Quarter
|
2,117.39
|
1,992.67
|
2,067.89
|
Second Quarter
|
2,130.82
|
2,057.64
|
2,063.11
|
Third Quarter
|
2,128.28
|
1,867.61
|
1,920.03
|
Fourth Quarter
|
2,109.79
|
1,923.82
|
2,043.94
|
2016
|
|
|
|
First Quarter
|
2,063.95
|
1,829.08
|
2,059.74
|
Second Quarter
|
2,119.12
|
2,000.54
|
2,098.86
|
Third Quarter
|
2,190.15
|
2,088.55
|
2,168.27
|
Fourth Quarter
|
2,271.72
|
2,085.18
|
2,238.83
|
2017
|
|
|
|
First Quarter
|
2,395.96
|
2,257.83
|
2,362.72
|
Second Quarter
|
2,453.46
|
2,328.95
|
2,423.41
|
Third Quarter
|
2,519.36
|
2,409.75
|
2,519.36
|
Fourth Quarter
|
2,690.16
|
2,529.12
|
2,673.61
|
2018
|
|
|
|
First Quarter
|
2,872.87
|
2,581.00
|
2,640.87
|
Second Quarter
|
2,786.85
|
2,581.88
|
2,718.37
|
Third Quarter
|
2,930.75
|
2,713.22
|
2,913.98
|
Fourth Quarter
|
2,925.51
|
2,351.10
|
2,506.85
|
2019
|
|
|
|
First Quarter
|
2,854.88
|
2,447.89
|
2,834.40
|
Second Quarter (through May 29, 2019)
|
2,945.83
|
2,783.02
|
2,783.02
|
“Standard & Poor’s
®
,” “S&P
®
,”
“S&P 500
®
,” “Standard & Poor’s 500” and “500” are trademarks of
Standard and Poor’s Financial Services LLC. See “S&P 500
®
Index” in the accompanying index
supplement.
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500
®
Index due June 30, 2025
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:
|
S&P Dow Jones Indices LLC, or any successor thereof
|
Postponement of maturity date:
|
If, due to a market disruption event or otherwise, the valuation date is postponed so that it falls less than two business days prior to the scheduled maturity date, the maturity date will be postponed to the second business day following the valuation date as postponed.
|
Denominations:
|
$1,000 and integral multiples thereof
|
Trustee:
|
The Bank of New York Mellon
|
Calculation agent:
|
MS & Co.
|
Issuer notice to registered security holders, the trustee and the depositary:
|
In the event that the maturity date of the securities is postponed
due to a postponement of the valuation date, the issuer shall give notice of such postponement and, once it has been determined,
of the date to which the maturity date has been rescheduled (i) to each registered holder of the securities by mailing notice of
such postponement by first class mail, postage prepaid, to such registered 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 a registered
holder of the securities in the manner herein provided shall be conclusively presumed to have been duly given to such registered
holder, whether or not such registered 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 maturity date, the business day immediately preceding the
scheduled maturity date and (ii) with respect to notice of the date to which the maturity date has been rescheduled, the business
day immediately following the actual valuation date.
The issuer shall, or shall cause the calculation agent to, (i)
provide written notice to the trustee, upon 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 or prior to the maturity
date.
|
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500
®
Index due June 30, 2025
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, a security should be treated as a single financial contract that is an “open transaction” for U.S. federal income tax purposes. However, because our counsel’s opinion is based in part on market conditions as of the date of this document, it is subject to confirmation on the pricing date.
|
|
Assuming this treatment of the securities is respected and subject to the discussion in “United States Federal Taxation” in the accompanying product supplement for Jump 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 Jump 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 the terms of the securities and current market conditions, we
expect that the securities will not have a delta of one with respect to any Underlying Security on the pricing date. However, we
will provide an updated determination in the final pricing supplement. Assuming 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 read the discussion under “Risk Factors”
in this document and the discussion under “United States Federal Taxation” in the accompanying product supplement for
Jump 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
|
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500
®
Index due June 30, 2025
Principal at Risk Securities
|
contained in the section entitled “United States Federal Taxation” in the accompanying product supplement for Jump 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 will hedge 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 take positions in the stocks constituting the underlying index and in futures and/or options
contracts on the underlying index or its component stocks listed on major securities markets, or positions in any other available
securities or instruments that they may wish to use in connection with such hedging. Such purchase activity could potentially increase
the value of the underlying index on the pricing date, and, therefore, could increase the value at or above which the underlying
index must close on the valuation date so that investors do not suffer a significant loss on their initial investment in the securities.
In addition, through our affiliates, we are likely to modify our hedge position throughout the term of the securities, including
on the valuation date, by purchasing and selling the stocks constituting the underlying index, futures or options contracts on
the underlying index or its component stocks listed on major securities markets or positions in any other available securities
or instruments that we may wish to use in connection with such hedging activities. 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 valuation date approaches. We cannot give any assurance that our hedging activities will
not affect the value of the underlying index, and, therefore, adversely affect the value of the securities or the payment 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 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 those 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) of the Code 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
|
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500
®
Index due June 30, 2025
Principal at Risk Securities
|
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 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
|
Selected dealers, which may include our affiliates, and their
financial advisors will collectively receive from the agent a fixed sales commission of $32.50 for each security they sell. In
addition, selected dealers and their financial advisors will receive a structuring fee of $5.00 for each security.
|
Morgan Stanley Finance LLC
Trigger Jump Securities Based on the Value of the S&P 500
®
Index due June 30, 2025
Principal at Risk Securities
interest
:
|
We are also offering, pursuant to Preliminary Terms No. 2,074,
a separate issuance of securities, being sold only to fee-based advisory accounts, with terms similar to those of this issuance
but with a higher upside payment.
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. When MS & Co. prices this offering of securities, it will determine the economic terms of the securities, including
the upside payment, such that for each security the estimated value on the pricing date will be no lower than the minimum level
described in “Investment Summary” beginning on page 2.
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.
|
Contact:
|
Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or Morgan Stanley’s 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 Jump 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 Jump 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 product supplement for Jump Securities, the index supplement
and prospectus 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 Jump 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 Jump Securities or in the prospectus.
|
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