Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
July 02 2019 - 6:07AM
Edgar (US Regulatory)
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M
organ
S
tanley
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Free Writing Prospectus to Preliminary
Terms No. 2,206
Registration Statement Nos. 333-221595;
333-221595-01
Dated July 1, 2019; Filed pursuant
to Rule 433
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5-Year Basket Market-Linked Notes
This document provides a summary of the terms of the notes.
Investors must carefully review the accompanying preliminary terms referenced below, product supplement and prospectus, and the
“Risk Considerations” on the following page, prior to making an investment decision.
1
All payments are subject to our credit risk
Hypothetical
Payout at Maturity
1
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Change
in Basket
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Return
on Notes
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+80%
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+80%*
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+60%
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+60%*
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+40%
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+40%*
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+30%
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+30%*
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+20%
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+20%*
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+10%
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+10%*
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0%
|
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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-30%
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0%
|
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-40%
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0%
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-60%
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0%
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-80%
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0%
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-100%
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0%
|
|
*
Assumes
a participation rate of 100%
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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 Indices
For more information about the underlying indices, 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 notes do not pay interest and may not
pay more than the stated principal amount at maturity.
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·
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Changes in the value of the basket components
may offset each other.
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·
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The market price of the notes will be influenced
by many unpredictable factors.
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·
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There are risks associated with investments
in securities linked to the value of foreign equity securities.
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·
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The notes 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 notes.
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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 notes is approximately
$971.10 per note, 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 notes is not linked
to the value of the underlying indices at any time other than the determination date.
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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
notes in the original issue price reduce the economic terms of the notes, cause the estimated value of the notes 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 basket components could
adversely affect the value of the notes.
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·
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Investing in the notes is not equivalent to
investing in the basket components.
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·
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The notes 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 notes.
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·
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Hedging and trading activity by our affiliates
could potentially adversely affect the value of the notes.
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Tax Considerations
You should review carefully the discussion in the accompanying
preliminary terms under the caption “Additional Information About the Notes–Tax considerations” concerning the
U.S. federal income tax consequences of an investment in the notes, and you should consult your tax adviser.
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