Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
July 02 2019 - 6:09AM
Edgar (US Regulatory)
Morgan
Stanley
|
Free
Writing Prospectus to Preliminary Terms No. 2,216
Registration
Statement Nos. 333-221595; 333-221595-01
Dated July 1, 2019; Filed pursuant
to Rule 433
|
5-Year Worst-of SPX and RTY Trigger PLUS
This document provides a summary of the terms of the Trigger
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.
Issuing
Entity:
|
Morgan
Stanley Finance LLC
|
Guarantor:
|
Morgan
Stanley
|
Underlyings:
|
S&P
500
®
Index (SPX) and Russell 2000
®
Index (RTY)
|
Leverage
factor:
|
400%
|
Maximum
payment at maturity:
|
150%
to 155% of principal
|
Trigger
level:
|
60%
of the initial index value for each underlying
|
Pricing
date:
|
July
26, 2019
|
Maturity
date:
|
July
31, 2024
|
CUSIP:
|
61769HKA2
|
Preliminary
terms:
|
https://www.sec.gov/Archives/edgar/data/895421/0
00095010319008797/dp109197_fwp-ps2216.htm
|
1
All payments
are subject to our credit risk
Hypothetical Payout at Maturity
1
The payment at maturity will be based solely on the
performance of the worst performing underlying, which could be either underlying. The graph and table below illustrate the payment
at maturity depending on the performance of the worst performing underlying.
Change in Worst Performing Underlying
|
Return on Trigger PLUS
|
+40%
|
+52.50%*
|
+30%
|
+52.50%*
|
+20%
|
+52.50%*
|
+13.125%
|
+52.50%*
|
+10%
|
+40.00%
|
+5%
|
+20.00%
|
0%
|
0.00%
|
-10%
|
0.00%
|
-20%
|
0.00%
|
-30%
|
0.00%
|
-40%
|
0.00%
|
-41%
|
-41.00%
|
-60%
|
-60.00%
|
-80%
|
-80.00%
|
-100%
|
-100.00%
|
*
Assumes the midpoint of the maximum payment at maturity range
|
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.
|
·
|
The
Trigger PLUS do not pay interest or guarantee return of any principal.
|
|
·
|
The
appreciation potential of the Trigger PLUS is limited by the maximum payment at maturity.
|
|
·
|
You
are exposed to the price risk of both underlying indices.
|
|
·
|
Because
the Trigger PLUS are linked to the performance of the worst performing underlying index,
you are exposed to greater risk of sustaining a significant loss on your investment than
if the Trigger PLUS were linked to just one underlying index.
|
|
·
|
The
market price will be influenced by many unpredictable factors.
|
|
·
|
The
Trigger 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 Trigger
PLUS.
|
|
·
|
As
a finance subsidiary, MSFL has no independent operations and will have no independent
assets.
|
|
·
|
The
estimated value of the Trigger PLUS is approximately $932.60 per Trigger 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.
|
|
·
|
The
Trigger PLUS are linked to the Russell 2000® Index and are subject to risks associated
with small-capitalization companies.
|
|
·
|
The
amount payable on the Trigger PLUS is not linked to the values of the underlying indices
at any time other than the valuation date.
|
|
·
|
Investing
in the Trigger PLUS is not equivalent to investing in either underlying index.
|
|
·
|
Adjustments
to the underlying indices could adversely affect the value of the Trigger PLUS.
|
|
·
|
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 Trigger PLUS in the original issue price reduce the economic
terms of the Trigger PLUS, cause the estimated value of the Trigger PLUS to be less than
the original issue price and will adversely affect secondary market prices.
|
|
·
|
The
Trigger PLUS will not be listed on any securities exchange and secondary trading may
be limited.
|
|
·
|
Hedging
and trading activity by our affiliates could potentially adversely affect the value of
the Trigger PLUS.
|
|
·
|
The
calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL,
will make determinations with respect to the Trigger PLUS.
|
|
·
|
The
U.S. federal income tax consequences of an investment in the Trigger PLUS are uncertain.
|
Tax Considerations
You should review carefully the discussion in the accompanying
preliminary terms under the caption “Additional Information About the Trigger PLUS–Tax considerations” concerning
the U.S. federal income tax consequences of an investment in the Trigger PLUS, and you should consult your tax adviser.
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