Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
June 03 2019 - 6:09AM
Edgar (US Regulatory)
Morgan S
tanley
F
inance
LLC
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Free Writing Prospectus to Preliminary
Terms No. 2,090
Registration Statement Nos. 333-221595;
333-221595-01
Dated May 31, 2019
Filed pursuant to Rule 433
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Structured
Investments
Buffered PLUS Based on the Value of the Dow
Jones Industrial Average
SM
due June 28, 2024
This document provides a summary of the terms of the Buffered
PLUS offered by Morgan Stanley Finance LLC. Investors should review carefully the accompanying preliminary terms, product supplement,
index supplement and prospectus prior to making an investment decision.
SUMMARY TERMS
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Issuer:
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Morgan Stanley Finance LLC (“MSFL”)
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Guarantor:
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Morgan Stanley
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Maturity date:
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June 28, 2024
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Underlying index:
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Dow Jones Industrial Average
SM
. For more information about the underlying index, see the accompanying preliminary terms.
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Payment at maturity per Buffered PLUS:
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If the final index value is greater than the initial
index value:
$1,000 + leveraged
upside payment
If the final index value is less than or equal to the
initial index value but has decreased from the initial index value by an amount less than or equal to the buffer amount of 15%:
$1,000
If the final index value is less than the initial index
value and has decreased from the initial index value by an amount greater than the buffer amount of 15%:
($1,000 x the index
performance factor) + $150
Under these circumstances, the payment at maturity
will be less than the stated principal amount of $1,000. However, under no circumstances will the Buffered PLUS pay less than
$150 per Buffered PLUS at maturity.
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Leveraged upside payment:
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$1,000 × leverage factor × index percent increase
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Index percent increase:
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(final index value – initial index value) / initial index value
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Initial index value:
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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 25, 2024, subject to postponement for non-index business days and certain market disruption events
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Leverage factor:
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At least 125%. The actual leverage factor will be determined on the pricing date.
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Buffer amount:
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15%. As a result of the buffer amount of 15%, the value at or above which the underlying index must close on the valuation date so that investors do not suffer a loss on their initial investment in the Buffered PLUS is 85% of the initial index value.
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Minimum payment at maturity:
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$150 per Buffered PLUS (15% of the stated principal amount)
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Index performance factor:
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Final index value
divided
by the initial index value
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Stated principal amount:
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$1,000 per Buffered PLUS
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Pricing date:
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June 25, 2019
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Original issue date:
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June 28, 2019 (3 business days after the pricing date)
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CUSIP/ISIN:
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61769HFK6 / US61769HFK68
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Listing:
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The Buffered PLUS will not be listed on any securities exchange.
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Agent:
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Morgan Stanley & Co. LLC, an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest” in the accompanying preliminary terms. The agent commissions will be as set forth in the final pricing supplement.
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Estimated value on the pricing date:
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Approximately $935.60 per Buffered PLUS, or within $30.00 of that estimate. See “Investment Summary” in the accompanying preliminary terms.
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Overview
The Buffered PLUS offered are unsecured obligations of MSFL
and are fully and unconditionally guaranteed by Morgan Stanley. The Buffered PLUS will pay no interest, provide a minimum payment
at maturity of only 15% of the stated principal amount and have the terms described in the accompanying preliminary terms, product
supplement for PLUS, index supplement and prospectus. At maturity, if the underlying index has appreciated in value, investors
will receive the stated principal amount of their investment plus leveraged upside performance of the underlying index. If the
underlying index has depreciated in value, but the underlying index has not declined by more than the specified buffer amount,
the Buffered PLUS will redeem for par. However, if the underlying index has declined by more than the buffer amount, investors
will lose 1% for every 1% decline beyond the specified buffer amount, subject to the minimum payment at maturity of 15% of the
stated principal amount. Investors may lose up to 85% of the stated principal amount of the Buffered PLUS. These long-dated Buffered
PLUS 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 leverage and buffer features that in each case apply to a limited range of performance of the underlying index.
The Buffered PLUS 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 Buffered PLUS 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.
Hypothetical Payout on the Buffered PLUS
The payoff diagram below illustrates the payment at maturity
on the Buffered PLUS, assuming a hypothetical leverage factor of 125%. The actual leverage factor will be determined on the pricing
date.
Investing in the Buffered PLUS involves risks.
See “Selected Risks” on the following page and “Risk Factors” in the accompanying preliminary terms.
You should read this document together with the accompanying
preliminary terms, product supplement, index supplement and prospectus describing the offering before you decide to invest. You
may access the preliminary terms through the below link:
http://www.sec.gov/Archives/edgar/data/895421/000095010319007279/dp107712_fwp-ps2090.htm
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The issuer has filed a registration statement (including a prospectus)
with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that
registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and
this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively,
the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request
it by calling toll-free 1-800-584-6837.
Risk Considerations
The risks set forth below are discussed in more detail in
the “Risk Factors” section in the accompanying preliminary terms. Please review those risk factors carefully prior
to making an investment decision.
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·
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Buffered PLUS do not pay interest and provide
a minimum payment at maturity of only 15% of your principal.
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·
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The market price of the Buffered PLUS will
be influenced by many unpredictable factors.
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·
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The Buffered PLUS 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
Buffered PLUS.
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·
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As a finance subsidiary, MSFL has no independent
operations and will have no independent assets.
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·
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The amount payable on the Buffered PLUS is
not linked to the value of the underlying index at any time other than the valuation date.
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·
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Investing in the Buffered PLUS is not equivalent
to investing in the underlying index.
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·
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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
Buffered PLUS in the original issue price reduce the economic terms of the Buffered PLUS, cause the estimated value of the Buffered
PLUS to be less than the original issue price and will adversely affect secondary market prices.
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·
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Adjustments to the underlying index could
adversely affect the value of the Buffered PLUS.
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·
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The estimated value of the Buffered PLUS 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.
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·
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The Buffered PLUS will not be listed on any
securities exchange and secondary trading may be limited.
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·
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The calculation agent, which is a subsidiary
of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the Buffered PLUS.
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·
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Hedging and trading activity by our affiliates
could potentially adversely affect the value of the Buffered PLUS.
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·
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The U.S. federal income tax consequences of
an investment in the Buffered PLUS are uncertain.
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Tax Considerations
You should review carefully the discussion in the accompanying
preliminary terms under the caption “Additional Information About the Buffered PLUS– Tax considerations” concerning
the U.S. federal income tax consequences of an investment in the Buffered PLUS. However, you should consult your tax adviser regarding
all aspects of the U.S. federal income tax consequences of an investment in the Buffered PLUS, as well as any tax consequences
arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Dow Jones Industrial Average
SM
Historical
Performance
The following graph sets forth the daily index closing values of the Dow Jones Industrial Average
SM
for each quarter in the period from January 1, 2014 through May 29, 2019. You should not take the historical values of the Dow Jones Industrial Average
SM
as an indication of its future performance, and no assurance can be given as to the index closing value of the Dow Jones Industrial Average
SM
on the valuation date.
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Dow Jones Industrial
Average
SM
Daily Index Closing Values
January 1,
2014 to May 29, 2019
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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