June 2019
Preliminary Terms No. 2,137
Registration Statement Nos.
333-221595; 333-221595-01
Dated June 7, 2019
Filed pursuant to Rule 433
M
organ
S
tanley
F
inance
LLC
Structured Investments
Opportunities in International Equities
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Fully and Unconditionally Guaranteed by Morgan
Stanley
Principal at Risk Securities
The Buffered PLUS offered are unsecured obligations of Morgan
Stanley Finance LLC (“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 10% of the stated principal amount and have the terms described
in the accompanying product supplement for PLUS, index supplement and prospectus, as supplemented or modified by this document.
At maturity, if the underlying shares have appreciated in value, investors will receive the stated principal amount of their investment
plus leveraged upside performance of the underlying shares, subject to the maximum payment at maturity. If the underlying shares
have depreciated in value, but the underlying shares have not declined by more than the specified buffer amount, the Buffered
PLUS will redeem for par. However, if the underlying shares have 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 10% of the stated
principal amount. Investors may lose up to 90% of the stated principal amount of the Buffered PLUS.
The Buffered PLUS are
for investors who seek an equity fund-based return and who are willing to risk their principal and forgo current income and upside
above the maximum payment at maturity in exchange for the leverage and buffer features that in each case apply to a limited range
of performance of the underlying shares. 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.
SUMMARY
TERMS
|
Issuer:
|
Morgan Stanley Finance LLC
|
Guarantor:
|
Morgan Stanley
|
Maturity
date:
|
July 16, 2020
|
Underlying
shares:
|
Shares of the iShares
®
MSCI EAFE ETF (the “Fund”)
|
Aggregate
principal amount:
|
$
|
Payment
at maturity per Buffered PLUS:
|
§
If
the final share price is
greater than
the initial share price:
$1,000 + leveraged upside payment
In no event will the
payment at maturity exceed the maximum payment at maturity.
|
|
§
If the final share price is
less than or equal to
the initial share price but has decreased from the initial share price by an amount less than or equal to the buffer amount of 10%: $1,000
|
|
§
If the final share price is
less than
the initial share price and has decreased from the initial share price by an amount
greater than
the buffer amount of 10%:
|
|
($1,000 x the share performance factor) + $100
|
|
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 $100 per Buffered PLUS at maturity.
|
Leveraged
upside payment:
|
$1,000 x leverage factor x share percent increase
|
Share
percent increase:
|
(final share price – initial share price) / initial share price
|
Share
performance factor:
|
final share price / initial share price
|
Initial
share price:
|
$ , which is the closing price of one underlying share on the pricing date
|
Final
share price:
|
The closing price of one underlying share on the valuation date
times
the adjustment factor on such date
|
Adjustment
factor:
|
1.0, subject to adjustment in the event of certain events affecting the underlying shares
|
Valuation
date:
|
July 13, 2020, subject to postponement for non-trading days and certain market disruption events
|
Leverage
factor:
|
150%
|
Buffer
amount:
|
10%. As a result of the buffer amount of 10%, the value at or above which the underlying shares must close on the valuation date so that investors do not suffer a loss on their initial investment in the Buffered PLUS is $ , which is 90% of the initial share price.
|
Minimum
payment at maturity:
|
$100 per Buffered PLUS (10% of the stated principal amount)
|
Maximum
payment at maturity:
|
$1,136 per Buffered PLUS (113.60% of the stated principal amount).
|
Interest:
|
None
|
Stated
principal amount:
|
$1,000 per Buffered PLUS
|
Issue
price:
|
$1,000 per Buffered PLUS
|
Pricing
date:
|
June 11, 2019
|
Original
issue date:
|
June 14, 2019 (3 business days after the pricing date)
|
CUSIP:
|
61769HGX7
|
ISIN:
|
US61769HGX70
|
Listing:
|
The Buffered PLUS will not be listed on any securities exchange.
|
Agent:
|
Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.”
|
Estimated value on the
pricing date:
|
Approximately $987.80 per Buffered PLUS, or within $10.00 of that estimate. See “Investment Summary” on page 2.
|
Commissions
and issue price:
|
Price to public
|
Agent’s commissions
(1)
|
Proceeds to us
(2)
|
Per
Buffered PLUS
|
$1,000
|
$
|
$
|
Total
|
$
|
$
|
$
|
|
(1)
|
Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission
of $ for each Buffered PLUS 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
for PLUS.
|
|
(2)
|
See “Use of proceeds and hedging” on page 16.
|
The Buffered PLUS 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 Buffered PLUS 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 Buffered PLUS” and “Additional Information About the Buffered PLUS”
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 PLUS dated November 16, 2017
Index
Supplement dated November 16, 2017
Prospectus
dated November 16, 2017
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
Investment Summary
Buffered Performance Leveraged Upside Securities
Principal at Risk Securities
The Buffered PLUS Based on the iShares
®
MSCI EAFE
ETF due July 16, 2020 (the “Buffered PLUS”) can be used:
|
§
|
As an alternative to direct exposure to the underlying shares that enhances returns for a certain range of positive performance
of the underlying shares, subject to the maximum payment at maturity
|
|
§
|
To enhance returns and potentially outperform the underlying shares in a moderately bullish scenario
|
|
§
|
To achieve similar levels of upside exposure to the underlying shares as a direct investment, subject to the maximum payment
at maturity, while using fewer dollars by taking advantage of the leverage factor
|
|
§
|
To obtain a buffer against a specified level of negative performance in the underlying shares
|
Maturity:
|
Approximately 13 months
|
Leverage
factor:
|
150%
|
Maximum
payment at maturity:
|
$1,136 per Buffered PLUS (113.60% of the stated principal amount)
|
Minimum
payment at maturity:
|
$100 per Buffered PLUS (10% of the stated principal amount). Investors may lose up to 90% of the stated principal amount of the Buffered PLUS.
|
Buffer
amount:
|
10%
|
Coupon:
|
None
|
The original issue price of each Buffered PLUS is $1,000. This
price includes costs associated with issuing, selling, structuring and hedging the Buffered PLUS, which are borne by you, and,
consequently, the estimated value of the Buffered PLUS on the pricing date will be less than $1,000. We estimate that the value
of each Buffered PLUS on the pricing date will be approximately $987.80, or within $10.00 of that estimate. Our estimate of the
value of the Buffered PLUS 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 Buffered PLUS on the pricing date, we take into
account that the Buffered PLUS comprise both a debt component and a performance-based component linked to the underlying shares.
The estimated value of the Buffered PLUS is determined using our own pricing and valuation models, market inputs and assumptions
relating to the underlying shares, instruments based on the underlying shares, 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 Buffered PLUS?
In determining the economic terms of the Buffered PLUS, including
the leverage factor, the maximum payment at maturity, the buffer amount and the minimum payment at maturity, 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 Buffered PLUS 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 Buffered PLUS?
The price at which MS & Co. purchases the Buffered PLUS in
the secondary market, absent changes in market conditions, including those related to the underlying shares, 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 associated with issuing, selling, structuring and hedging the Buffered PLUS 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 Buffered PLUS in the secondary market, absent changes in market conditions, including those related to the underlying shares,
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
Buffered PLUS, and, if it once chooses to make a market, may cease doing so at any time.
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
Key Investment Rationale
The Buffered PLUS offer leveraged upside exposure to the underlying
shares, subject to the maximum payment at maturity, while providing limited protection against negative performance of the underlying
shares. Once the underlying shares have decreased in price by more than a specified buffer amount, investors are exposed to the
negative performance of the underlying shares, subject to the minimum payment at maturity. At maturity, if the underlying shares
have appreciated, investors will receive the stated principal amount of their investment plus leveraged upside performance of the
underlying shares, subject to the maximum payment at maturity. At maturity, if the underlying shares have depreciated and (i) if
the closing price of the underlying shares has not declined from the initial share price by more than the specified buffer amount,
the Buffered PLUS will redeem for par, or (ii) if the closing price of the underlying shares has declined by more than the buffer
amount, the investor will lose 1% for every 1% decline beyond the specified buffer amount, subject to the minimum payment at maturity.
Investors may lose up to 90% of the stated principal amount of the Buffered PLUS.
Leveraged
Performance up to a Cap
|
The Buffered PLUS offer investors an opportunity to capture enhanced returns for a certain range of positive performance relative to a direct investment in the underlying shares, subject to the maximum payment at maturity.
|
Upside
Scenario
|
The underlying shares increase in price, and, at maturity, the Buffered PLUS redeem for the stated principal amount of $1,000 plus 150% of the share return, subject to the maximum payment at maturity of $1,136 per Buffered PLUS (113.60% of the stated principal amount).
|
Par
Scenario
|
The underlying shares decline in price by no more than 10%, and, at maturity, the Buffered PLUS redeem for the stated principal amount of $1,000.
|
Downside
Scenario
|
The underlying shares decline in price by more than 10%, and, at maturity, the Buffered PLUS redeem for less than the stated principal amount by an amount that is proportionate to the percentage decrease of the underlying shares from the initial share price, plus the buffer amount of 10%. (Example: if the underlying shares decrease in price by 35%, investors would lose 25% of their principal and the Buffered PLUS will redeem for $750.00, or 75% of the stated principal amount.) The minimum payment at maturity is $100 per Buffered PLUS.
|
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
How the Buffered PLUS Work
Payoff Diagram
The payoff diagram below illustrates the payment at maturity
on the Buffered PLUS based on the following terms:
Stated principal amount:
|
$1,000 per Buffered PLUS
|
Leverage factor:
|
150%
|
Buffer amount:
|
10%
|
Maximum payment at maturity:
|
$1,136 per Buffered PLUS (113.60% of the stated principal amount)
|
Minimum payment at maturity:
|
$100 per Buffered PLUS
|
Buffered PLUS Payoff Diagram
|
|
How it works
|
§
|
Upside Scenario.
If the final share
price is greater than the initial share price, investors will receive the $1,000 stated principal amount plus 150% of the appreciation
of the underlying shares over the term of the Buffered PLUS, subject to the maximum payment at maturity. An investor will realize
the maximum payment at maturity of $
1,136
per Buffered PLUS (113.60% of the stated principal
amount) at a final share price of approximately 109.07% of the initial share price.
|
|
§
|
If the value of the underlying shares appreciates 2%, the investor would receive a 3% return, or $1,030.00 per Buffered PLUS.
|
|
§
|
If the value of the underlying shares appreciates 40%, the investor would receive only the hypothetical
maximum payment at maturity of $
1,136
per Buffered PLUS, or 113.60% of the stated principal
amount.
|
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
|
§
|
Par Scenario.
If the final share price is less than or equal to the initial share
price but has decreased from the initial share price by an amount less than or equal to the buffer amount of 10%, investors will
receive the stated principal amount of $1,000 per Buffered PLUS.
|
|
§
|
Downside Scenario.
If the final share price is less than the initial share price
and has decreased from the initial share price by an amount greater than the buffer amount of 10%, investors will receive an amount
that is less than the stated principal amount by an amount that is proportionate to the percentage decrease in the value of the
underlying shares from the initial share price, plus the buffer amount of 10%. The minimum payment at maturity is $100 per Buffered
PLUS.
|
|
§
|
For example, if the value of the underlying shares depreciates 45%, investors would lose 35% of their principal and receive
only $650.00 per Buffered PLUS at maturity, or 65% of the stated principal amount.
|
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
Risk Factors
The following is a non-exhaustive list of certain key risk
factors for investors in the Buffered PLUS. For further discussion of these and other risks, you should read the section entitled
“Risk Factors” in the accompanying product supplement for PLUS, index supplement and prospectus. You should also consult
with your investment, legal, tax, accounting and other advisers in connection with your investment in the Buffered PLUS.
|
§
|
Buffered PLUS do not pay interest and provide a minimum payment at maturity of only 10% of your principal.
The terms
of the Buffered PLUS differ from those of ordinary debt securities in that the Buffered PLUS do not pay interest, and provide a
minimum payment at maturity of only 10% of the stated principal amount of the Buffered PLUS, subject to our credit risk. If the
final share price is less than 90% of the initial share price, you will receive for each Buffered PLUS that you hold a payment
at maturity that is less than the stated principal amount of each Buffered PLUS by an amount proportionate to the decline in the
closing value of the underlying shares from the initial share price, plus $100 per Buffered PLUS.
Accordingly, investors may
lose up to 90% of the stated principal amount of the Buffered PLUS.
|
|
§
|
The appreciation potential of the Buffered PLUS is limited by the maximum payment at maturity.
The appreciation potential
of the Buffered PLUS is limited by the maximum payment at maturity of $1,136 per Buffered PLUS, or 113.60% of the stated principal
amount. Although the leverage factor provides 150% exposure to any increase in the final share price over the initial share price,
because the payment at maturity will be limited to 113.60% of the stated principal amount for the Buffered PLUS, any increase in
the final share price over the initial share price by more than approximately 9.07% of the initial share price will not further
increase the return on the Buffered PLUS.
|
|
§
|
The market price of the Buffered PLUS will be influenced by many unpredictable factors.
Several
factors, many of which are beyond our control, will influence the value of the Buffered PLUS in the secondary market and the price
at which MS & Co. may be willing to purchase or sell the Buffered PLUS in the secondary market, including the trading price,
volatility (frequency and magnitude of changes in value) and dividends of the underlying shares and of the stocks composing
the
MSCI EAFE
Index
SM
,
interest
and yield rates in the market, time remaining until the Buffered PLUS mature,
geo
political
conditions and economic, financial, political, regulatory or judicial events that affect the underlying shares or equities markets
generally and which may affect the final share price of the underlying shares, the exchange rates relative to the U.S. dollar with
respect to each of the currencies in which the shares comprising the MSCI EAFE Index
SM
trade, the occurrence of certain events affecting the underlying shares that may or may not require
an adjustment to the adjustment factor, and any actual or anticipated changes in our credit ratings or credit spreads. The price
of the underlying shares may be, and has recently been, volatile, and we can give you no assurance that the volatility will lessen.
See “
iShares
®
MSCI EAFE ETF
Overview” below. You may receive
less, and possibly significantly less, than the stated principal amount per Buffered PLUS if you try to sell your Buffered PLUS
prior to maturity.
|
|
§
|
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.
You are dependent on our ability to pay all amounts due
on the Buffered PLUS at maturity and therefore you are subject to our credit risk. If we default on our obligations under the Buffered
PLUS, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the
Buffered PLUS 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 Buffered PLUS.
|
|
§
|
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
|
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
treated
pari passu
with the
claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.
|
§
|
The amount payable on the Buffered PLUS is not linked to the value of the underlying shares at any time other than the valuation
date.
The final share price will be based on the closing price on the valuation date, subject to postponement for non-trading
days and certain market disruption events. Even if the value of the underlying shares appreciates prior to the valuation date but
then drops by the valuation date by more than 10%, 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 shares prior to such drop. Although the
actual value of the underlying shares on the stated maturity date or at other times during the term of the Buffered PLUS may be
higher than the closing price on the valuation date, the payment at maturity will be based solely on the closing price on the valuation
date.
|
|
§
|
Investing in the Buffered PLUS is not equivalent to investing in the underlying shares or the stocks composing the MSCI
EAFE Index
SM
.
Investing in the Buffered
PLUS is not equivalent to investing in the underlying shares, the
MSCI EAFE
Index
SM
(the “share underlying index”) or the stocks that constitute the MSCI
EAFE
Index
SM
.
Investors in the Buffered PLUS will not have voting rights or rights to receive dividends or other distributions or any other rights
with respect to the underlying shares or the stocks that constitute the
MSCI EAFE
Index
SM
.
|
|
§
|
The price of the underlying shares is subject to currency exchange risk.
Because the
price of the underlying shares is related to the U.S. dollar value of stocks underlying the
MSCI EAFE
Index
SM
,
holders of the Buffered PLUS will be exposed to currency exchange rate risk with respect to each of the currencies in which such
component securities trade. Exchange rate movements for a particular currency are volatile and are the result of numerous factors
including the supply of, and the demand for, those currencies, as well as relevant government policy, intervention or actions,
but are also influenced significantly from time to time by political or economic developments, and by macroeconomic factors and
speculative actions related to the relevant region. An investor’s net exposure will depend on the extent to which the currencies
of the component securities strengthen or weaken against the U.S. dollar and the relative weight of each currency. If, taking into
account such weighting, the dollar strengthens against the currencies of the component securities represented in the
MSCI
EAFE
Index
SM
,
the price of the underlying shares will be adversely affected and the payment at maturity on the Buffered PLUS may be reduced.
|
Of
particular importance to potential currency exchange risk are:
|
·
|
existing and expected rates of inflation;
|
|
·
|
existing and expected interest rate levels;
|
|
·
|
the balance of payments; and
|
|
·
|
the extent of governmental surpluses or deficits in the countries represented in the MSCI
EAFE
Index
SM
and
the United States.
|
All
of these factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of various countries
represented in the MSCI
EAFE
Index
SM
and the United States and other countries important to international trade and finance.
|
§
|
There are risks associated with investments in securities, such as the Buffered PLUS, linked to the value of foreign equity
securities.
The underlying shares track the performance of the MSCI EAFE
Index
SM
,
which is 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 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
|
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
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 between countries.
|
§
|
Adjustments to the underlying shares or to the EAF
E
Index
SM
could
adversely affect the value of the Buffered PLUS.
As the investment adviser to the iShares
®
MSCI EAFE Index
SM
, BlackRock Fund Advisors
(the “Investment Adviser”),
seeks investment results that correspond generally
to the price and yield performance, before fees and expenses, of the MSCI EAFE Index
SM
.
Pursuant to its investment strategy or otherwise, the Investment Adviser may add, delete or substitute the stocks composing the
iShares
®
MSCI EAFE ETF. Any of these actions could adversely affect the price of the underlying shares and, consequently,
the value of the Buffered PLUS. MSCI Inc. (“MSCI”) is responsible for calculating and maintaining the MSCI EAFE Index
SM
.
MSCI may add, delete or substitute the stocks constituting the MSCI EAFE Index
SM
or make other methodological changes that could change the value of the MSCI EAFE Index
SM
.
MSCI may discontinue or suspend calculation or publication of the
MSCI
EAFE
Index
SM
at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is
comparable to the discontinued
MSCI EAFE Index
SM
and is permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates.
|
|
§
|
The performance and market price of the Fund, particularly during periods of market volatility, may not correlate with the
performance of the share underlying index, the performance of the component securities of the share underlying index or the net
asset value per share of the Fund.
The Fund does not fully replicate the share underlying index and may hold securities
that are different than those included in the share underlying index. In addition, the performance of the Fund will reflect
additional transaction costs and fees that are not included in the calculation of the share underlying index. All of these
factors may lead to a lack of correlation between the performance of the Fund and the share underlying index. In addition,
corporate actions (such as mergers and spin-offs) with respect to the equity securities underlying the Fund may impact the variance
between the performances of the Fund and the share underlying index. Finally, because the shares of the Fund are traded on
an exchange and are subject to market supply and investor demand, the market price of one share of the Fund may differ from
the net asset value per share of the Fund.
|
In particular, during periods of
market volatility, or unusual trading activity, trading in the securities underlying the Fund may be disrupted or limited, or such
securities may be unavailable in the secondary market. Under these circumstances, the liquidity of the Fund may be adversely
affected, market participants may be unable to calculate accurately the net asset value per share of the Fund, and their ability
to create and redeem shares of the Fund may be disrupted. Under these circumstances, the market price of shares of the Fund may
vary substantially from the net asset value per share of the Fund or the level of the share underlying index.
For all of the foregoing reasons,
the performance of the Fund may not correlate with the performance of the share underlying index, the performance of the component
securities of the share underlying index or the net asset value per share of the Fund. Any of these events could materially
and adversely affect the price of the shares of the Fund and, therefore, the value of the Buffered PLUS. Additionally, if
market volatility or these events were to occur on the valuation date, the calculation agent would maintain discretion to determine
whether such market volatility or events have caused a market disruption event to occur, and such determination would affect the
payment at maturity of the Buffered PLUS. If the calculation agent determines that no market disruption event has taken place,
the payment at maturity would be based solely on the published closing price per share of the Fund on the valuation date, even
if the Fund’s shares are underperforming the share underlying index or the component securities of the share underlying index
and/or trading below the net asset value per share of the Fund.
|
§
|
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.
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 Buffered PLUS 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.
|
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
The inclusion of the costs of issuing,
selling, structuring and hedging the Buffered PLUS in the original issue price and the lower rate we are willing to pay as issuer
make the economic terms of the Buffered PLUS less favorable to you than they otherwise would be.
However, because the costs associated
with issuing, selling, structuring and hedging the Buffered PLUS 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 Buffered PLUS in the secondary market, absent
changes in market conditions, including those related to the underlying shares, 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 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.
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 Buffered PLUS than those generated by others, including other dealers in the market, if they
attempted to value the Buffered PLUS. 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 Buffered PLUS in the secondary market (if any
exists) at any time. The value of your Buffered PLUS 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 Buffered PLUS will be influenced by many unpredictable factors” above.
|
|
§
|
The antidilution adjustments the calculation agent is required to make do not cover every event that could affect the shares
of the iShares
®
MSCI EAFE ETF
. MS & Co., as calculation agent, will adjust the amount payable at maturity
for certain events affecting the shares of the
iShares
®
MSCI EAFE ETF
.
However, the calculation agent will not make an adjustment for every event that could affect the shares of the
iShares
®
MSCI EAFE ETF
. If an event occurs that does not require the calculation agent to adjust the adjustment factor, the market
price of the Buffered PLUS may be materially and adversely affected.
|
|
§
|
The Buffered PLUS will not be listed on any securities exchange and secondary trading may be limited.
The Buffered PLUS
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Buffered PLUS. MS
& Co. may, but is not obligated to, make a market in the Buffered PLUS 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 Buffered PLUS, 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 Buffered PLUS. Even if there is a secondary market, it may not
provide enough liquidity to allow you to trade or sell the Buffered PLUS easily. Since other broker-dealers may not participate
significantly in the secondary market for the Buffered PLUS, the price at which you may be able to trade your Buffered PLUS 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 Buffered PLUS, it is likely that there would be no secondary market for the Buffered PLUS. Accordingly,
you should be willing to hold your Buffered PLUS to maturity.
|
|
§
|
The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect
to the Buffered PLUS.
As calculation agent, MS & Co. will determine the initial share price and the final share price,
and will calculate the amount of cash you receive at maturity. Moreover, certain determinations made by MS & Co. in its capacity
as calculation agent, may require it to exercise discretion and make subjective judgements, 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 final share price in
the event of a market disruption event or discontinuance of the
MSCI
EAFE
Index
SM
.
These potentially subjective determinations
may adversely affect the payout to you at maturity. For further information
regarding these type of determinations, see “Description of PLUS—Postponement of Valuation Date(s)” and “—Calculation
Agent and Calculations” in the accompanying product supplement. In addition, MS & Co. has determined the estimated value
of the Buffered PLUS on the pricing date.
|
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
|
§
|
Hedging and trading activity by our affiliates could potentially adversely affect the value of the Buffered PLUS.
One
or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the Buffered PLUS (and to
other instruments linked to the underlying shares or the MSCI EAFE
Index
SM
),
including trading in the underlying shares and in other instruments related to the underlying shares or the MSCI EAFE
Index
SM
.
As a result, these entities may be unwinding or adjusting hedge positions during the term of the Buffered PLUS, 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 underlying shares or the stocks that constitute the MSCI EAFE
Index
SM
and other financial instruments related to the MSCI EAFE Index
SM
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 share price, and, therefore, could increase the price at or above which the shares
of the
iShares
®
MSCI EAFE ETF
must close on the valuation date so that
investors do not suffer a loss on their initial investment in the Buffered PLUS. Additionally, such hedging or trading activities
during the term of the Buffered PLUS, including on the valuation date, could adversely affect the closing price of the shares of
the
iShares
®
MSCI EAFE ETF
on the valuation date, and, accordingly, the
amount of cash an investor will receive at maturity.
|
|
§
|
The U.S. federal income tax consequences of an investment in the Buffered PLUS 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 PLUS (together, the “Tax Disclosure Sections”) concerning
the U.S. federal income tax consequences of an investment in the Buffered PLUS. As discussed in the Tax Disclosure Sections, there
is a substantial risk that the “constructive ownership” rule could apply, in which case all or a portion of any long-term
capital gain recognized by a U.S. Holder could be recharacterized as ordinary income and an interest charge could be imposed. If
the Internal Revenue Service (the “IRS”) were successful in asserting an alternative treatment, the timing and character
of income on the Buffered PLUS 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 Buffered PLUS as debt instruments. In that event,
U.S. Holders would be required to accrue into income original issue discount on the Buffered PLUS every year at a “comparable
yield” determined at the time of issuance and recognize all income and gain in respect of the Buffered PLUS as ordinary income.
Additionally, as discussed under “United States Federal Taxation—FATCA” in the accompanying product supplement
for PLUS, the withholding rules commonly referred to as “FATCA” would apply to the Buffered PLUS 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 Buffered PLUS,
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 Buffered PLUS, 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, as
discussed in this document. 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 Buffered PLUS, 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 Buffered PLUS, including possible alternative
treatments, the potential application of the constructive ownership rule, 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
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
iShares
®
MSCI EAFE ETF Overview
The iShares
®
MSCI EAFE ETF is an exchange-traded
fund that seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the
MSCI EAFE Index
SM
. The iShares
®
MSCI EAFE ETF is managed by iShares Trust (“iShares”),
a registered investment company that consists of numerous separate investment portfolios, including the iShares
®
MSCI
EAFE ETF. Information provided to or filed with the Securities and Exchange Commission (the “Commission”) by iShares
pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file numbers
333-92935 and 811-09729, respectively, through the Commission’s website at www.sec.gov. In addition, information may be obtained
from other publicly available sources. Neither the issuer nor the agent makes any representation that any such publicly available
information regarding the iShares
®
MSCI EAFE ETF is accurate or complete.
Information as of market close on June 5, 2019:
Bloomberg Ticker Symbol:
|
EFA UP
|
Current Share Price:
|
$64.48
|
52 Weeks Ago:
|
$70.10
|
52 Week High (on 6/11/2018):
|
$70.86
|
52 Week Low (on 12/24/2018):
|
$56.89
|
The following graph sets forth
the daily closing price of the underlying shares for the period from January 1, 2014 through June 5, 2019. The related table sets
forth the published high and low closing prices as well as the end-of-quarter closing prices of the underlying shares for each
quarter in the same period. The closing price of the underlying shares on June 5, 2019 was $64.48. We obtained the information
in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical prices of the underlying
shares should not be taken as an indication of future performance, and no assurance can be given as to the closing price of the
underlying shares on the valuation date.
Shares of the iShares
®
MSCI EAFE ETF
Daily Closing Prices
January 1, 2014 to June 5, 2019
|
|
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
iShares
®
MSCI EAFE ETF (CUSIP 464287465)
|
High ($)
|
Low ($)
|
Period End ($)
|
2014
|
|
|
|
First Quarter
|
68.03
|
62.31
|
67.17
|
Second Quarter
|
70.67
|
66.26
|
68.37
|
Third Quarter
|
69.25
|
64.12
|
64.12
|
Fourth Quarter
|
64.51
|
59.53
|
60.84
|
2015
|
|
|
|
First Quarter
|
65.99
|
58.48
|
64.17
|
Second Quarter
|
68.42
|
63.49
|
63.49
|
Third Quarter
|
65.46
|
56.25
|
57.32
|
Fourth Quarter
|
62.06
|
57.50
|
59.73
|
2016
|
|
|
|
First Quarter
|
57.82
|
51.38
|
57.16
|
Second Quarter
|
59.87
|
52.63
|
55.82
|
Third Quarter
|
59.86
|
54.42
|
59.13
|
Fourth Quarter
|
59.20
|
56.20
|
57.73
|
2017
|
|
|
|
First Quarter
|
62.60
|
58.09
|
62.29
|
Second Quarter
|
67.22
|
61.44
|
65.20
|
Third Quarter
|
68.48
|
64.83
|
68.48
|
Fourth Quarter
|
70.80
|
68.42
|
70.31
|
2018
|
|
|
|
First Quarter
|
75.25
|
67.94
|
69.68
|
Second Quarter
|
71.90
|
66.35
|
66.97
|
Third Quarter
|
68.98
|
65.43
|
67.99
|
Fourth Quarter
|
68.07
|
56.89
|
58.78
|
2019
|
|
|
|
First Quarter
|
65.61
|
58.13
|
64.86
|
Second Quarter (through June 5, 2019)
|
66.99
|
63.40
|
64.48
|
This document relates only to the Buffered PLUS offered hereby
and does not relate to the underlying shares. We have derived all disclosures contained in this document regarding iShares from
the publicly available documents described in the preceding paragraph. In connection with the offering of the Buffered PLUS, neither
we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to iShares.
Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information
regarding iShares is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date
hereof (including events that would affect the accuracy or completeness of the publicly available documents described in the preceding
paragraph) that would affect the trading price of the underlying shares (and therefore the price of the underlying shares at the
time we price the Buffered PLUS) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or
failure to disclose material future events concerning iShares could affect the value received at maturity with respect to the Buffered
PLUS and therefore the value of the Buffered PLUS.
Neither we nor any of our affiliates makes any representation
to you as to the performance of the underlying shares.
We and/or our affiliates may presently or from time to time engage
in business with iShares. In the course of such business, we and/or our affiliates may acquire non-public information with respect
to iShares, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more
of our affiliates may publish research reports with respect to the underlying shares. The statements in the preceding two sentences
are not intended to affect the rights of investors in the Buffered PLUS under the securities laws. As a prospective purchaser of
the Buffered PLUS, you should undertake an independent investigation of iShares as in your judgment is appropriate to make an informed
decision with respect to an investment linked to the underlying shares.
iShares
®
is a registered trademark of BlackRock
Institutional Trust Company, N.A. (“BTC”). The Buffered PLUS are not sponsored, endorsed, sold, or promoted by BTC.
BTC makes no representations or warranties to the owners of the Buffered PLUS or any member of the public regarding the advisability
of investing in the Buffered PLUS. BTC has no obligation or liability in connection with the operation, marketing, trading or sale
of the Buffered PLUS.
The MSCI EAFE Index
SM
.
The
MSCI EAFE Index
SM
is a stock index calculated, published and disseminated daily by MSCI Inc. (“MSCI”).
The index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed
markets, excluding the United States and Canada, and it consists of the following 21 developed
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
market country indices: Australia, Austria, Belgium, Denmark,
Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore,
Spain, Sweden, Switzerland and the United Kingdom. For additional information about the MSCI EAFE Index
SM
, see the information
set forth under “MSCI EAFE Index
SM
” and “MSCI Global Investable Market Indices Methodology”
in the accompanying index supplement.
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
Additional Terms of the Buffered PLUS
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.
|
Share
underlying index:
|
The MSCI EAFE Index
SM
|
Share
underlying index publisher:
|
MSCI Inc., or any successor thereof
|
Postponement of
maturity date:
|
If the scheduled valuation date is not a trading day or if a market disruption event occurs on that day so that the valuation date as postponed falls less than two business days prior to the scheduled maturity date, the maturity date of the Buffered PLUS will be postponed to the second business day following that valuation date as postponed.
|
Denominations:
|
$1,000 per Buffered PLUS 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 is postponed
due to 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 Buffered PLUS 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 Buffered PLUS 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 and to the depositary of the amount of cash to be delivered
with respect to each stated principal amount of the Buffered PLUS, 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 Buffered PLUS to the trustee
for delivery to the depositary, as holder of the Buffered PLUS, on the maturity date.
|
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
Additional Information About the Buffered PLUS
Additional
Information:
|
|
Minimum
ticketing size:
|
$1,000 / 1 Buffered PLUS
|
Tax
considerations:
|
Although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the
Buffered PLUS
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, it is more likely than not that a
Buffered PLUS
will 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
Buffered PLUS
is respected and subject to the discussion in “United States Federal Taxation” in the accompanying product supplement for PLUS, 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
Buffered PLUS
prior to settlement, other than pursuant to a sale or exchange.
|
|
|
|
§
Upon sale, exchange or settlement of the
Buffered PLUS
, 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
Buffered PLUS
. Subject to the discussion below concerning the potential application of the “constructive ownership” rule, such gain or loss should be long-term capital gain or loss if the investor has held the Buffered PLUS for more than one year, and short-term capital gain or loss otherwise.
|
|
|
|
Because the Buffered PLUS are linked to
shares of an exchange-traded fund, although the matter is not clear, there is a substantial risk that an investment in the Buffered
PLUS will be treated as a “constructive ownership transaction” under Section 1260 of the Internal Revenue Code of 1986,
as amended (the “Code”). If this treatment applies, all or a portion of any long-term capital gain of the U.S. Holder
in respect of the Buffered PLUS could be recharacterized as ordinary income (in which case an interest charge will be imposed).
Due to the lack of governing authority, our counsel is unable to opine as to whether or how Section 1260 of the Code applies to
the Buffered PLUS. U.S. investors should read the section entitled “United States Federal Taxation—Tax Consequences
to U.S. Holders—Possible Application of Section 1260 of the Code” in the accompanying product supplement for PLUS for
additional information and consult their tax advisers regarding the potential application of the “constructive ownership”
rule.
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, as discussed above. 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 Buffered PLUS, possibly with retroactive effect.
As discussed in the accompanying product
supplement for PLUS, Section 871(m) of the Code 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 Buffered PLUS
and current market conditions, we expect that the Buffered PLUS 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 Buffered
PLUS do not have a delta of one with respect to any Underlying Security, our counsel is of the opinion that the Buffered PLUS 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 Buffered PLUS.
|
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
|
Both U.S.
and non-U.S. investors considering an investment in the Buffered PLUS should read the discussion under “Risk Factors”
in this document and the discussion under “United States Federal Taxation” in the accompanying product supplement for
PLUS and consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an investment in the Buffered
PLUS, including possible alternative treatments, the potential application of the constructive ownership rule, 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 PLUS, 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 Buffered PLUS.
|
Use of proceeds and hedging:
|
The proceeds from the sale of the Buffered PLUS will be used
by us for general corporate purposes. We will receive, in aggregate, $1,000 per Buffered PLUS issued, because, when we enter into
hedging transactions in order to meet our obligations under the Buffered PLUS, our hedging counterparty will reimburse the cost
of the agent’s commissions. The costs of the Buffered PLUS borne by you and described on page 2 above comprise the agent’s
commissions and the cost of issuing, structuring and hedging the Buffered PLUS.
On or prior to the pricing date, we will hedge our anticipated
exposure in connection with the Buffered PLUS, by entering into hedging transactions with our affiliates and/or third-party dealers.
We expect our hedging counterparties to take positions in underlying shares, futures and options contracts on the underlying shares,
and any component stocks of the share underlying index 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 price of the underlying shares on the pricing date, and, therefore, could increase the price at or above which the
underlying shares must close on the valuation date so that investors do not suffer a loss on their initial investment in the Buffered
PLUS. In addition, through our affiliates, we are likely to modify our hedge position throughout the term of the Buffered PLUS,
including on the valuation date, by purchasing and selling the underlying shares, futures or options contracts on the underlying
shares or component stocks of the share underlying index 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 Buffered PLUS, 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 shares, and, therefore, adversely affect the value of the Buffered PLUS
or the payment you will receive at maturity. For further information on our use of proceeds and hedging, see “Use of Proceeds
and Hedging” in the accompanying product supplement for PLUS.
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Benefit
plan investor considerations:
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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 Buffered PLUS. 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 Section 4975 of the Code 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 Buffered PLUS 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 Buffered PLUS 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 Buffered PLUS. Those class exemptions are PTCE 96-23 (for certain
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Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
|
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 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 Buffered PLUS.
Because we may be considered a party in interest with respect
to many Plans, the Buffered PLUS 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 Buffered PLUS will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and
holding of the Buffered PLUS that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such Buffered PLUS 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 Buffered PLUS 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 Buffered PLUS on behalf of or with “plan assets” of any Plan consult with their
counsel regarding the availability of exemptive relief.
The Buffered PLUS are contractual financial instruments. The
financial exposure provided by the Buffered PLUS 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 Buffered PLUS. The Buffered
PLUS 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 Buffered PLUS.
Each purchaser or holder of any Buffered PLUS 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 Buffered PLUS, (B) the purchaser or holder’s investment in the Buffered PLUS,
or (C) the exercise of or failure to exercise any rights we have under or with respect to the Buffered PLUS;
(ii) we and our affiliates
have acted and will act solely for our own account in connection with (A) all transactions relating to the Buffered PLUS and (B)
all hedging transactions in connection with our obligations under the Buffered PLUS;
(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 Buffered PLUS has exclusive
responsibility for ensuring that its purchase, holding and disposition of the Buffered PLUS do not violate the prohibited transaction
rules of ERISA or the Code or any Similar Law. The sale of any Buffered PLUS to any Plan or plan subject to Similar Law is in
no respect a representation by us or any of our affiliates or
|
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares
®
MSCI EAFE ETF due July 16, 2020
Buffered Performance Leveraged Upside Securities
SM
Principal at Risk Securities
|
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
the Buffered PLUS should consult and rely on their own counsel and advisers as to whether an investment in the Buffered PLUS 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 Buffered PLUS if the account, plan or annuity is for the benefit of an
employee of Morgan Stanley or 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 Buffered PLUS 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 Buffered PLUS, 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, MS & Co., a fixed sales commission of $ for each Buffered PLUS
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 Buffered PLUS. When MS & Co. prices this offering of Buffered PLUS, it will determine the economic terms of the Buffered
PLUS such that for each Buffered PLUS the estimated value on the pricing date will be no lower than the minimum level described
in “Investment Summary” 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
for PLUS.
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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 PLUS 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 PLUS, 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 PLUS, index
supplement and prospectus if you so request by calling toll-free 800-584-6837.
You may access these documents on the SEC web site at
.
www.sec.gov
.
as
follows:
Product Supplement for PLUS 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 PLUS, in the index supplement or in the prospectus.
“Performance Leveraged Upside Securities
SM
”
and “PLUS
SM
” are our service marks.
|
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