Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
June 28 2019 - 6:04AM
Edgar (US Regulatory)
M
organ
S
tanley
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Free Writing Prospectus to Preliminary Terms
No. 2,184
Registration Statement Nos. 333-221595; 333-221595-01
Dated June 27, 2019; Filed pursuant
to Rule 433
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5-Year SPX Buffered Participation
Securities
This document provides a summary of the terms of the Buffered
Securities. Investors must carefully review the accompanying preliminary terms referenced below, product supplement, index supplement
and prospectus, and the “Risk Considerations” on the following page, prior to making an investment decision.
Change in Underlying
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Return on Buffered Securities
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+40%
|
40%
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+30%
|
30%
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+20%
|
20%
|
+10%
|
10%
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0%
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0%
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-10%
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0%
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-20%
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0%
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-26%
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0%
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-27%
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-1%*
|
-30%
|
-4%*
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-40%
|
-14%*
|
-60%
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-34%*
|
-80%
|
-54%*
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-100%
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-74%*
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*Assumes a buffer amount of 26%
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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.
Underlying Index
For more information about the underlying index, including historical
performance information, see the accompanying preliminary terms.
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
Securities do not pay interest and provide a minimum payment at maturity of only at least
26% of your principal..
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|
·
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The
market price of the Buffered Securities will be influenced by many unpredictable factors.
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·
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The
Buffered 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
Buffered Securities
|
|
·
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As
a finance subsidiary, MSFL has no independent operations and will have no independent
assets.
|
|
·
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The
estimated value of the Buffered Securities is approximately $954.30 per Buffered Security,
or within $30.00 of that estimate, and 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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The
amount payable on the Buffered Securities is not linked to the value of the underlying
index at any time other than the valuation date.
|
|
·
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Investing
in the Buffered Securities is not equivalent to investing in the underlying index.
|
|
·
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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 Securities in the original issue price reduce the
economic terms of the Buffered Securities, cause the estimated value of the Buffered
Securities 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 Securities.
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·
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The
Buffered Securities 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 Securities.
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·
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Hedging
and trading activity by our affiliates could potentially adversely affect the value of
the Buffered Securities.
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·
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The
U.S. federal income tax consequences of an investment in the Buffered Securities 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 Securities– Tax considerations”
concerning the U.S. federal income tax consequences of an investment in the Buffered Securities, and you should consult your tax
adviser.
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