Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
July 02 2019 - 6:08AM
Edgar (US Regulatory)
M
organ
S
tanley
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Free Writing Prospectus to Preliminary
Terms No. 2,232
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.
Terms
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Issuing Entity:
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Morgan Stanley Finance LLC
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Guarantor:
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Morgan Stanley
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Underlyings:
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S&P 500® Index (50%), EURO STOXX 50® Index (25%) and Shares of the iShares® MSCI Emerging Markets ETF (25%)
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Participation rate:
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100%
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Maximum payment at maturity:
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150% to 160% of principal
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Pricing date:
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July 31, 2019
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Maturity date:
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August 5, 2024
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CUSIP:
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61769HKS3
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Preliminary terms:
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https://www.sec.gov/Archives/edgar/data/895421/000095010319008872/
dp109324_424b2-ps2232.htm
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1
All payments are subject to our credit risk
Hypothetical
Payout at Maturity
1
Change in Basket
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Return on Notes
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+80%
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55%*
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+60%
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55%*
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+55%
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55%*
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+50%
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50%
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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%
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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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-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%
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*
Assumes the midpoint of the maximum payment at maturity range
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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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The
notes do not pay interest and may not pay more than the stated principal amount at maturity.
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The
appreciation potential of the notes is limited by the maximum payment at maturity.
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Changes
in the prices of the basket components may offset each other.
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The
market price of the notes will be influenced by many unpredictable factors.
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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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As
a finance subsidiary, MSFL has no independent operations and will have no independent
assets.
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The
amount payable on the notes is not linked to the value of the basket components at any
time other than the determination date.
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There
are risks associated with investments in securities, such as the notes, linked to the
value of foreign (and especially emerging markets) equity securities.
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The
prices of the EEM Shares are subject to currency exchange risk.
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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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The
estimated value of thenotes is approximately $975.30 per 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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Adjustments
to an underlying index could adversely affect the value of the notes.
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Adjustments
to the EEM Shares or the index tracked by the underlying shares could adversely affect
the value of the notes.
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The
performance and market price of the underlying shares, 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 underlying shares.
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The
antidilution adjustments the calculation agent is required to make do not cover every
event that could affect the underlying shares.
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Not
equivalent to investing in the EEM Shares or the stocks composing the underlying indices
or the share underlying index
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The
notes will not be listed on any securities exchange and secondary trading may be limited.
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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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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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