Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
July 02 2019 - 6:04AM
Edgar (US Regulatory)
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M
organ
S
tanley
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Free Writing Prospectus to Preliminary
Terms No. 2,219
Registration Statement Nos. 333-221595;
333-221595-01
Dated July 1, 2019; Filed pursuant
to Rule 433
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6-Year SPX PLUS
This
document provides a summary of the terms of the PLUS. 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.
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1
All payments are subject to our credit risk
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Change
in Underlying
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Return
on PLUS
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+50%
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+55%*
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+40%
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+44%*
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+30%
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+33%*
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+20%
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+22%*
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+10%
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+11%*
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0%
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0%
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-10%
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-5%
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-20%
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-10%
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-30%
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-15%
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-40%
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-20%
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-60%
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-30%
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-80%
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-40%
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-100%
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-50%
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*Assumes
an upside leverage factor of 110%
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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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The
PLUS do not pay interest and provide a minimum payment at maturity of only 50% of your principal.
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·
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The
market price of the PLUS will be influenced by many unpredictable factors.
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·
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The 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 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 estimated value of the PLUS is approximately
$935.60 per PLUS, 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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·
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The
amount payable on the 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 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
PLUS in the original issue price reduce the economic terms of the PLUS, cause the estimated value of the 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 PLUS.
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·
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The 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 PLUS.
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·
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Hedging and trading activity by our affiliates
could potentially adversely affect the value of the PLUS.
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·
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The U.S. federal income tax consequences of
an investment in the 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 PLUS– Tax considerations” concerning the
U.S. federal income tax consequences of an investment in the PLUS, and you should consult your tax adviser
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