Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)
July 02 2019 - 6:10AM
Edgar (US Regulatory)
CALCULATION OF REGISTRATION FEE
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Maximum Aggregate
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Amount of Registration
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Title of Each Class of Securities Offered
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Offering Price
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Fee
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Equity-Linked Partial Principal at Risk Securities due 2024
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$10,000,000
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$1,212.00
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June 2019
Pricing Supplement No. 2,207
Registration Statement Nos.
333-221595; 333-221595-01
Dated June 28, 2019
Filed pursuant to Rule 424(b)(2)
M
organ
S
tanley
F
inance
LLC
Structured
Investments
Opportunities in U.S. Equities
Equity-Linked Partial Principal at Risk Securities
due July 3, 2024
Based on the Performance of the S&P 500
®
Index
Fully and Unconditionally Guaranteed by Morgan
Stanley
Equity-Linked
Partial Principal at Risk Securities, which we refer to as the securities, are unsecured obligations of Morgan Stanley Finance
LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest,
provide for a minimum payment amount of only 95% of principal at maturity and have the terms described in the accompanying product
supplement, index supplement and prospectus, as supplemented and modified by this document. At maturity, if the underlying index
has appreciated in value, investors will receive the stated principal amount of their investment plus 100% of the appreciation
of the underlying index from the initial index value to the final index value, subject to the maximum payment amount. However,
if at maturity the underlying index has depreciated in value, investors will lose 1% for every 1% decline of the final index value
from the initial index value, subject to the minimum payment amount.
Investors may lose up to 5% of the stated principal
amount of the securities.
These long-dated securities are for investors who are concerned about principal risk,
but seek an equity index-based return, and who are willing to risk 5% of their principal and to forgo current income and appreciation
above the maximum payment amount in exchange for the repayment of at least 95% of the principal at maturity and the opportunity
to earn a return reflecting 100% of the appreciation of the underlying index from the initial index value to the final index value,
subject to the maximum payment amount. The securities are securities issued as part of MSFL’s Series A Global Medium-Term
Notes program.
All
payments on the securities, including the payment of the minimum payment amount at maturity, are subject to our credit risk. If
we default on our obligations, you could lose some or all of your investment. These securities are not secured obligations
and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.
Issuer:
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Morgan Stanley Finance LLC
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Guarantor:
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Morgan Stanley
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Issue price:
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$1,000 per security (see “Commissions and issue price” below)
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Stated principal amount:
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$1,000 per security
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Aggregate principal amount:
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$10,000,000
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Pricing date:
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June 28, 2019
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Original issue date:
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July 2, 2019 (2 business days after the pricing date)
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Maturity date:
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July 3, 2024
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Interest:
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None
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Underlying index:
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S&P 500
®
Index
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Payment at maturity:
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If the final index value is
greater than
the initial index
value:
$1,000 + supplemental redemption amount,
subject to the maximum payment amount
If the final index value is
less than or equal to
the initial index value:
$1,000 x (final index value / initial index
value), subject to the minimum payment amount
Under these circumstances, the payment at maturity will
be less than the stated principal amount of $1,000 per security by an amount that is proportionate to the percentage decline of
the underlying index. However, under no circumstances will the payment due at maturity be less than the minimum payment
amount of $950 per security.
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Supplemental redemption amount:
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(i) $1,000
times
(ii) the index percent change
times
(iii) the participation rate
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Maximum payment amount:
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$1,830 per security (183% of the stated principal amount)
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Minimum payment amount:
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$950 per security (95% of the stated principal amount)
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Participation rate:
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100%
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Index percent change:
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(final index value – initial index value) / initial index value
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Initial index value:
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2,924.92, which is the index closing value on June 27, 2019
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Final index value:
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The index closing value on the determination date
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Determination date:
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June 28, 2024, subject to postponement for non-index business days and certain market disruption events
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CUSIP / ISIN:
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61769HJU0 / US61769HJU05
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Listing:
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The securities will not be listed on any securities exchange.
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Agent:
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Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.”
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Estimated value on the pricing date:
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$992.40 per security. See “Investment Summary” beginning on page 2.
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Commissions and issue price:
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Price to public
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Agent’s commissions
(1)
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Proceeds to us
(2)
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Per security
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$1,000
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$0
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$1,000
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Total
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$10,000,000
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$0
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$10,000,000
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(1)
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MS & Co. will act as the agent for this offering
and will not receive a sales commission in connection with sales of the securities. See “Supplemental information regarding
plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of
Interest)” in the accompanying product supplement.
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(2)
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See “Use of proceeds and hedging” on page
14.
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The securities involve risks not associated with an investment
in ordinary debt securities. See “Risk Factors” beginning on page 6.
The Securities and Exchange Commission and state securities
regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement,
index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The securities are not deposits or savings accounts and are
not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations
of, or guaranteed by, a bank.
You should read this document together with the related product
supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see
“Additional Terms of the Securities” and “Additional Information About the Securities” at the end of this
document.
As used in this document, “we,” “us”
and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
Product Supplement for Equity-Linked Partial Principal at Risk Securities dated November 16, 2017
Index Supplement dated November 16, 2017
Prospectus dated November 16, 2017
Morgan Stanley Finance LLC
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Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
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Investment Summary
Equity-Linked Partial Principal at Risk Securities
The Equity-Linked Partial Principal at Risk Securities due July
3, 2024 Based on the Performance of the S&P 500
®
Index (the “securities”) provide investors with
an opportunity to receive a return reflecting 100% of the positive performance of the underlying index, subject to the maximum
payment amount, while maintaining 1:1 downside exposure to any depreciation of the underlying index, subject to the minimum payment
amount at maturity of $950 per security.
If the final index value is
greater than
the initial index
value, the securities will pay the stated principal amount of $1,000 plus a supplemental redemption amount, subject to the maximum
payment amount of $1,830 per security (183% of the stated principal amount). The supplemental redemption amount provides
100% upside participation (e.g., if the underlying index appreciates 10% from the initial index value to the final index value,
the investor receives 100% of principal plus 10% at maturity) in the performance of the underlying index, subject to the maximum
payment amount. If the final index value is
equal to or less than
the initial index value, the payment at maturity
per security will be equal to or less than the $1,000 principal amount of securities by an amount proportionate to the decline
in the underlying index as of the determination date, subject to the minimum payment amount of $950 per security. The
securities do not pay interest, and all payments on the securities, including the payment of the minimum payment amount at maturity,
are subject to our credit risk.
Maturity:
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Approximately 5 years
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Maximum payment amount:
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$1,830 per note (183% of the stated principal amount)
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Minimum payment amount:
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$950 per security (95% of the stated principal amount). You could lose up to 5% of the stated principal amount of the securities.
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Participation rate:
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100%
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Interest:
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None
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The original issue price of each security is $1,000. This
price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently,
the estimated value of the securities on the pricing date is less than $1,000. We estimate that the value of each security
on the pricing date is $992.40.
What goes into the estimated value on the pricing date?
In valuing the securities on the pricing date, we take into account
that the securities comprise both a debt component and a performance-based component linked to the underlying index. The
estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating
to the underlying index, instruments based on the underlying index, volatility and other factors including current and expected
interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at
which our conventional fixed rate debt trades in the secondary market.
What determines the economic terms of the securities?
In determining the economic terms of the securities, including
the minimum payment amount, the maximum payment amount and the participation rate, we use an internal funding rate, which is likely
to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring
and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the
securities would be more favorable to you.
What is the relationship between the estimated value on the
pricing date and the secondary market price of the securities?
The price at which MS & Co. purchases the securities in the
secondary market, absent changes in market conditions, including those related to the underlying index, may vary from, and be lower
than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit
spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other
factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are not
fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy
or sell the securities in the secondary market, absent changes in market conditions, including those related to the underlying
Morgan Stanley Finance LLC
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Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
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index, and to our secondary market credit spreads, it would do
so based on values higher than the estimated value. We expect that those higher values will also be reflected in your
brokerage account statements.
MS & Co. may, but is not obligated to, make a market in the
securities, and, if it once chooses to make a market, may cease doing so at any time.
Morgan Stanley Finance LLC
|
Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
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Key Investment Rationale
The securities offer 100% participation in the positive performance
of the underlying index, subject to the maximum payment amount, while providing for a minimum repayment of 95% of the stated principal
amount if the securities are held to maturity, in exchange for forgoing current income and interest. All payments on
the securities, including the payment of the minimum payment amount at maturity, are subject to our credit risk.
Minimum Payment Amount of 95% of Principal at Maturity
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The securities provide for the minimum payment amount of 95% of principal if held to maturity.
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Upside Scenario
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The underlying index appreciates, and the securities return par
plus
100% upside participation in the appreciation of the underlying index, subject to the maximum payment amount of $1,830 per note (183% of the stated principal amount).
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Downside Scenario
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The underlying index depreciates, and the securities redeem for less than the $1,000 stated principal amount by an amount proportionate to the decline in the value of the underlying index, subject to the minimum payment amount of $950 per security (95% of the stated principal amount).
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Morgan Stanley Finance LLC
|
Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
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How the Securities Work
Payoff Diagram
The payoff diagram below illustrates the
payment at maturity on the securities, based on the following terms:
Stated principal amount:
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$1,000 per security
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Participation rate:
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100%
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Maximum payment amount:
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$1,830 per security (183% of the stated principal amount)
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Minimum payment amount:
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$950 per security (95% of the stated principal amount)
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Payoff Diagram
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How it works
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§
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Upside Scenario.
If
the final index value is
greater than
the initial index value, investors would receive the $1,000 stated principal amount
plus 100% participation in the appreciation of the underlying index, subject to the maximum payment amount of $1,830 per security
(183% of the stated principal amount). Under the terms of the securities, an investor will realize the maximum payment
amount at a final index value of 183% of the initial index value.
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o
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If the underlying index appreciates 10%, investors would receive a 10% return, or $1,100 per security.
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o
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If the underlying index appreciates 100%, investors would receive only the maximum payment amount of $1,830 per security.
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§
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Par or Downside Scenario.
If
the final index value is
less than or equal to
the initial index value, investors would receive an amount less than or equal
to the $1,000 stated principal amount, based on a 1% loss of principal for each 1% decline in the underlying index over the term
of the securities, subject to the minimum payment amount of $950 per security.
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|
o
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If the underlying index depreciates 1.50% from the initial index value to the final index value, investors would lose 1.50%
of their principal and receive only $985 per security at maturity, or 98.50% of the stated principal amount.
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o
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If the underlying index depreciates 50% from the initial index value to the final index value, investors would receive the
minimum payment amount of $950 per security at maturity, or 95% of the stated principal amount.
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Morgan Stanley Finance LLC
|
Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
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Risk Factors
The following is a list of certain key risk factors for investors
in the securities. For further discussion of these and other risks, you should read the section entitled “Risk
Factors” in the accompanying product supplement, index supplement and prospectus. We also urge you to consult
with your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.
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§
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The securities do not pay interest and provide for a minimum payment amount of only 95% of principal.
The
terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest and provide for
a minimum payment amount of only 95% of principal at maturity. If the underlying index has depreciated over the term
of the securities, the payout at maturity will be an amount in cash that is less than the $1,000 stated principal amount of each
security by an amount proportionate to the decrease in the value of the underlying index, subject to the minimum payment amount
of $950 per security (95% of the stated principal amount).
You could lose up to 5% of your investment in the securities.
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§
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The appreciation potential of the securities is limited by the maximum payment amount.
The appreciation potential
of the securities is limited by the maximum payment amount of $1,830 per security, or 183% of the stated principal amount. Because
the payment at maturity will be limited to 183% of the stated principal amount of the securities, any increase in the final index
value beyond 183% of the initial index value will not further increase the return on the securities.
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§
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The market price of the securities will be influenced by many unpredictable factors.
Several
factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price
at which MS & Co. may be willing to purchase or sell the securities in the secondary market, including the value of the underlying
index at any time, the volatility (frequency and magnitude of changes in value) of the underlying index, dividend rate on the stocks
underlying the index
,
interest and yield rates in the market, time remaining until the
securities mature,
geo
political conditions and economic, financial, political, regulatory
or judicial events that affect the underlying index or equities markets generally and which may affect the final index value of
the underlying index and any actual or anticipated changes in our credit ratings or credit spreads. Generally, the longer the time
remaining to maturity, the more the market price of the securities will be affected by the other factors described above. The
value of the underlying index may be, and has recently been, volatile, and we can give you no assurance that the volatility will
lessen. You may receive less, and possibly significantly less, than the stated principal amount per security if you try to sell
your securities prior to maturity.
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§
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The 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 securities.
You are dependent on our ability to pay all amounts due
on the securities at maturity and therefore you are subject to our credit risk. If we default on our obligations under
the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the
market value of the securities prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any
actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit
risk is likely to adversely affect the market value of the securities.
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§
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As a finance subsidiary, MSFL has no independent operations and will have no independent assets.
As a finance
subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent
assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy,
resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under
the related guarantee by Morgan Stanley and that guarantee will rank
pari passu
with all other unsecured, unsubordinated
obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the
guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings they would not have any
priority over and should be treated
pari passu
with the claims of other unsecured, unsubordinated creditors of Morgan Stanley,
including holders of Morgan Stanley-issued securities.
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Morgan Stanley Finance LLC
|
Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
|
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§
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The amount payable on the securities is not linked to the value of the underlying index at any time other than the determination
date.
The final index value will be based on the index closing value on the determination date, subject to postponement
for non-index business days and certain market disruption events. Even if the value of the underlying index appreciates
prior to the determination date but then drops by the determination date to be equal to or below the initial index value, the payment
at maturity will be less, and may be significantly less, than it would have been had the payment at maturity been linked to the
value of the underlying index prior to such drop. Although the actual value of the underlying index on the stated maturity
date or at other times during the term of the securities may be higher than the final index value, the payment at maturity will
be based solely on the index closing value on 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 securities in the original issue price reduce the economic terms
of the securities, cause the estimated value of the securities to be less than the original issue price and will adversely affect
secondary market prices.
Assuming no change in market conditions or any other relevant factors, the prices, if any,
at which dealers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely
be significantly lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring
and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices
will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction
of this type as well as other factors.
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The inclusion of the costs of issuing,
selling, structuring and hedging the securities in the original issue price and the lower rate we are willing to pay as issuer
make the economic terms of the securities less favorable to you than they otherwise would be.
However, because the costs associated
with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months
following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes
in market conditions, including those related to the underlying index, and to our secondary market credit spreads, it would do
so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage
account statements.
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§
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You cannot predict the future performance of the underlying index based on its historical performance
. The
value of the underlying index may be, and has recently been, volatile, and we can give you no assurance that the volatility will
lessen. You cannot predict the future performance of the S&P 500
®
Index based on its historical performance. See
“S&P 500
®
Index Overview” below.
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§
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The estimated value of the securities 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.
These pricing and valuation models
are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about future events, which
may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities,
our models may yield a higher estimated value of the securities than those generated by others, including other dealers in the
market, if they attempted to value the securities. In addition, the estimated value on the pricing date does not represent
a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your securities in the secondary
market (if any exists) at any time. The value of your securities at any time after the date of this pricing supplement will vary
based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See
also “The market price of the securities will be influenced by many unpredictable factors” above.
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§
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Adjustments to the underlying index could adversely affect the value of the securities.
The publisher of
the underlying index can add, delete or substitute the stocks underlying the underlying index, and can make other methodological
changes required by certain events relating to the underlying stocks, such as stock dividends, stock splits, spin-offs, rights
offerings and extraordinary dividends, that could change the value of the underlying index. Any of these actions could
adversely affect the value of the securities. The publisher of the underlying index may also discontinue or suspend
calculation or
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Morgan Stanley Finance LLC
|
Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
|
publication of the underlying index
at any time. In these circumstances, MS & Co., as the calculation agent, will have the sole discretion to substitute
a successor index that is comparable to the discontinued index. MS & Co. could have an economic interest that is
different than that of investors in the securities insofar as, for example, MS & Co. is permitted to consider indices that
are calculated and published by MS & Co. or any of its affiliates. If MS & Co. determines that there is no appropriate
successor index on the determination date, the final index value will be an amount calculated based on the prices of the stocks
underlying the discontinued index at the time of such discontinuance, without rebalancing or substitution, computed by MS &
Co, as calculation agent, in accordance with the formula for calculating the index closing value last in effect prior to discontinuance
of the index.
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§
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Investing in the securities is not equivalent to investing in the underlying index.
Investing in the securities
is not equivalent to investing in the underlying index or its component stocks. Investors in the securities will not
have voting rights or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute
the underlying index, and investors will not participate in any appreciation of the underlying index beyond a level that results
in a payment of the maximum payment amount.
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§
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The securities will not be listed on any securities exchange and secondary trading may be limited.
The securities
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS
& Co. may, but is not obligated to, make a market in the securities,
and, if it once
chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions
of routine secondary market size at prices based on its estimate of the current value of the securities, taking into account its
bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related
hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the securities
. Even
if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Because
we do not expect that other broker-dealers will participate significantly in the secondary market for the securities, the price
at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is willing to
transact. If, at any time, MS & Co. were to cease making a market in the securities, it is likely that there would
be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.
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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 securities.
As calculation agent, MS & Co. has determined the initial index value, will determine the
final index value and will calculate the amount of cash you will receive at maturity. Moreover, certain determinations
made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments,
such as with respect to the occurrence or non-occurrence of market disruption events and the selection of a successor index or
calculation of the index closing value in the event of a discontinuance of the
underlying index
or a market disruption event
, may adversely affect the payout to you at maturity. For further information regarding
these types of determinations, see “Description of Equity-Linked Partial Principal at Risk Securities —Supplemental
Redemption Amount,” “—Calculation Agent and Calculations,” “—Alternate Exchange Calculation
in the Case of an Event of Default” and “—Discontinuance of Any Underlying Index; Alteration of Method of Calculation”
in the accompanying product supplement. In addition, MS & Co. has determined the estimated value of the securities
on the pricing date.
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§
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Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities.
One
or more of our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging activities related
to the securities (and to other instruments linked to the underlying index or its component stocks), including trading in the stocks
that constitute the underlying index as well as in other instruments related to the underlying index. As a result, these
entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve
greater and more frequent dynamic adjustments to the hedge as the determination date approaches. MS & Co. and some of our affiliates
also trade the stocks that constitute the underlying index and other financial instruments related to the underlying index on a
regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities
on or prior to June 27, 2019 could have increased the initial index value, and, therefore, could have increased the value at or
above which the underlying index must close on the determination date so that investors do not suffer a loss on their initial investment
|
Morgan Stanley Finance LLC
|
Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
|
in the securities. Additionally,
such hedging or trading activities during the term of the securities, including on the determination date, could adversely affect
the value of the underlying index on the determination date, and, accordingly, the amount of cash an investor will receive at maturity.
Morgan Stanley Finance LLC
|
Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
|
S&P 500
®
Index Overview
The S&P 500
®
Index, which is calculated, maintained
and published by S&P Dow Jones Indices LLC (“S&P”), consists of stocks of 500 component companies selected
to provide a performance benchmark for the U.S. equity markets. The calculation of the S&P 500
®
Index
is based on the relative value of the float adjusted aggregate market capitalization of the 500 component companies as of a particular
time as compared to the aggregate average market capitalization of 500 similar companies during the base period of the years 1941
through 1943. For additional information about the S&P 500
®
Index, see the information set forth
under “S&P 500
®
Index” in the accompanying index supplement.
Information
as of market close on June 28, 2019:
Bloomberg Ticker Symbol:
|
SPX
|
Current Index Value:
|
2,941.76
|
52 Weeks Ago:
|
2,716.31
|
52 Week High (on 6/20/2019):
|
2,954.18
|
52 Week Low (on 12/24/2018):
|
2,351.10
|
|
|
The following
graph sets forth the daily closing values of the underlying index for the period from January 1, 2014 through June 28, 2019. The
related table sets forth the published high and low closing values, as well as end-of-quarter closing values, of the underlying
index for each quarter in the same period. The closing value of the underlying index on June 28, 2019 was 2,941.76. We
obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The
underlying index has at times experienced periods of high volatility, and you should not take the historical values of the underlying
index as an indication of its future performance.
S&P 500
®
Index Historical Performance
Daily Closing Values
January 1, 2014 to June
28, 2019
|
|
Morgan Stanley Finance LLC
|
Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
|
S&P 500
®
Index
|
High
|
Low
|
Period End
|
2014
|
|
|
|
First Quarter
|
1,878.04
|
1,741.89
|
1,872.34
|
Second Quarter
|
1,962.87
|
1,815.69
|
1,960.23
|
Third Quarter
|
2,011.36
|
1,909.57
|
1,972.29
|
Fourth Quarter
|
2,090.57
|
1,862.49
|
2,058.90
|
2015
|
|
|
|
First Quarter
|
2,117.39
|
1,992.67
|
2,067.89
|
Second Quarter
|
2,130.82
|
2,057.64
|
2,063.11
|
Third Quarter
|
2,128.28
|
1,867.61
|
1,920.03
|
Fourth Quarter
|
2,109.79
|
1,923.82
|
2,043.94
|
2016
|
|
|
|
First Quarter
|
2,063.95
|
1,829.08
|
2,059.74
|
Second Quarter
|
2,119.12
|
2,000.54
|
2,098.86
|
Third Quarter
|
2,190.15
|
2,088.55
|
2,168.27
|
Fourth Quarter
|
2,271.72
|
2,085.18
|
2,238.83
|
2017
|
|
|
|
First Quarter
|
2,395.96
|
2,257.83
|
2,362.72
|
Second Quarter
|
2,453.46
|
2,328.95
|
2,423.41
|
Third Quarter
|
2,519.36
|
2,409.75
|
2,519.36
|
Fourth Quarter
|
2,690.16
|
2,529.12
|
2,673.61
|
2018
|
|
|
|
First Quarter
|
2,872.87
|
2,581.00
|
2,640.87
|
Second Quarter
|
2,786.85
|
2,581.88
|
2,718.37
|
Third Quarter
|
2,930.75
|
2,713.22
|
2,913.98
|
Fourth Quarter
|
2,925.51
|
2,351.10
|
2,506.85
|
2019
|
|
|
|
First Quarter
|
2,854.88
|
2,447.89
|
2,834.40
|
Second Quarter (through June 28, 2019)
|
2,954.18
|
2,744.45
|
2,941.76
|
|
|
|
|
“Standard & Poor’s
®
,”
“S&P
®
,” “S&P 500
®
,” “Standard & Poor’s 500”
and “500” are trademarks of Standard and Poor’s Financial Services LLC. See “S&P 500
®
Index” in the accompanying index supplement.
Morgan Stanley Finance LLC
|
Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
|
Additional Terms of the Securities
Please read this information in conjunction
with the summary terms on the front cover of this document.
If the terms described herein are inconsistent with those described in the accompanying product supplement, index supplement or prospectus, the terms described herein shall control.
|
Underlying index publisher:
|
S&P Dow Jones Indices LLC, or any successor thereof
|
Denominations:
|
$1,000 per security and integral multiples thereof
|
Call right:
|
The securities are not callable prior to the maturity date.
|
Postponement of maturity date:
|
If the determination date is postponed so that it falls less than two business days prior to the scheduled maturity date, the maturity date of the securities will be postponed to the second business day following the determination date as postponed.
|
Trustee:
|
The Bank of New York Mellon
|
Calculation agent:
|
MS & Co.
|
Issuer notice to registered security holders, the trustee and the depositary:
|
In the event that the maturity date is postponed due to postponement
of the determination date, the issuer shall give notice of such postponement and, once it has been determined, of the date to which
the maturity date has been rescheduled (i) to each registered holder of the securities by mailing notice of such postponement by
first class mail, postage prepaid, to such registered holder’s last address as it shall appear upon the registry books, (ii)
to the trustee by facsimile, confirmed by mailing such notice to the trustee by first class mail, postage prepaid, at its New York
office and (iii) to The Depository Trust Company (the “depositary”) by telephone or facsimile, confirmed by mailing
such notice to the depositary by first class mail, postage prepaid. Any notice that is mailed to a registered holder
of the securities in the manner herein provided shall be conclusively presumed to have been duly given to such registered holder,
whether or not such registered holder receives the notice. The issuer shall give such notice as promptly as possible,
and in no case later than (i) with respect to notice of postponement of the maturity date, the business day immediately preceding
the scheduled maturity date, and (ii) with respect to notice of the date to which the maturity date has been rescheduled, the business
day immediately following the actual determination date as postponed.
The issuer shall, or shall cause the calculation agent to, (i)
provide written notice to the trustee at its New York office, on which notice the trustee may conclusively rely, and to the depositary
of the payment at maturity on or prior to 10:30 a.m. (New York City time) on the business day preceding the maturity date and (ii)
deliver the aggregate cash amount due with respect to the securities to the trustee for delivery to the depositary, as holder of
the securities, on the maturity date.
|
Morgan Stanley Finance LLC
|
Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
|
Additional Information About the Securities
Minimum ticketing size:
|
$1,000 / 1 security
|
Tax considerations:
|
In the opinion of our counsel, Davis Polk & Wardwell LLP,
the securities should be treated as “contingent payment debt instruments” for U.S. federal income tax purposes, as
described in the section of the accompanying product supplement called “United States Federal Taxation—Tax Consequences
to U.S. Holders.” Under this treatment, if you are a U.S. taxable investor, you generally will be subject to annual income
tax based on the “comparable yield” (as defined in the accompanying product supplement) of the securities, adjusted
upward or downward to reflect the difference, if any, between the actual and projected amount of the payments on the securities. In
addition, any gain recognized by U.S. taxable investors on the sale or exchange, or at maturity, of the securities generally will
be treated as ordinary income. We have determined that the “comparable yield” for the securities is a rate
of 2.6771% per annum, compounded semi-annually. Based on the comparable yield set forth above, the “projected
payment schedule” for a security (assuming an issue price of $1,000) consists of a single projected amount equal to $1,142.2995
due at maturity.
You should read the discussion under “United States Federal
Taxation” in the accompanying product supplement concerning the U.S. federal income tax consequences of an investment in
the securities.
The following table states the amount of interest income (without
taking into account any adjustment to reflect the difference, if any, between the actual and the projected amount of the contingent
payment on a security) that will be deemed to have accrued with respect to a security for each accrual period (assuming a day count
convention of 30 days per month and 360 days per year), based upon the comparable yield set forth above.
|
|
ACCRUAL
PERIOD
|
INTEREST
INCOME DEEMED TO ACCRUE DURING ACCRUAL PERIOD (PER SECURITY)
|
TOTAL
INTEREST INCOME DEEMED TO HAVE ACCRUED FROM ORIGINAL ISSUE DATE (PER SECURITY) AS OF END OF ACCRUAL PERIOD
|
|
Original Issue Date through December 31, 2019
|
$13.2368
|
$13.2368
|
|
January 1, 2020 through June 30, 2020
|
$13.5627
|
$26.7995
|
|
July 1, 2020 through December 31, 2020
|
$13.7442
|
$40.5437
|
|
January 1, 2021 through June 30, 2021
|
$13.9282
|
$54.4719
|
|
July 1, 2021 through December 31, 2021
|
$14.1146
|
$68.5865
|
|
January 1, 2022 through June 30, 2022
|
$14.3036
|
$82.8901
|
|
July 1, 2022 through December 31, 2022
|
$14.4950
|
$97.3851
|
|
January 1, 2023 through June 30, 2023
|
$14.6890
|
$112.0741
|
|
July 1, 2023 through December 31, 2023
|
$14.8857
|
$126.9598
|
|
January 1, 2024 through June 30, 2024
|
$15.0849
|
$142.0447
|
|
July 1, 2024 through the Maturity Date
|
$0.2548
|
$142.2995
|
|
|
|
|
|
The comparable yield and the projected payment schedule are
not provided for any purpose other than the determination of U.S. Holders’ accruals of interest income and adjustments thereto
in respect of the securities for U.S. federal income tax purposes, and we make no representation regarding the actual amount of
the payments that will be made on the securities.
If you are a non-U.S. investor, please also read the section
of the accompanying product supplement called “United States Federal Taxation—Tax Consequences to Non-U.S. Holders.”
As discussed in the accompanying product supplement, Section
871(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury regulations promulgated thereunder
(“Section 871(m)”) generally impose a 30% (or a lower applicable treaty rate) withholding tax on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include
U.S. equities (each, an “Underlying Security”). Subject to certain exceptions, Section 871(m) generally
applies to securities that substantially replicate the economic performance of one or more Underlying Securities, as determined
based on tests set forth in the applicable Treasury regulations (a “Specified Security”). However, pursuant
to an Internal Revenue Service (“IRS”) notice, Section 871(m) will not apply to securities issued before January 1,
2021 that do not have a delta of one with respect to any Underlying Security. Based on our determination that the securities
do not have a delta of one with respect to any Underlying Security, our counsel is of the opinion that the securities should not
be Specified Securities and, therefore, should not be subject to Section 871(m). Our determination is not binding on the IRS, and
the IRS may disagree with this
|
Morgan Stanley Finance LLC
|
Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
|
|
determination. Section 871(m) is complex and its application
may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying
Security.
If withholding is required, we will not be required to pay any additional amounts with respect to the amounts
so withheld.
You should consult your tax adviser regarding the potential application of Section 871(m) to the securities.
In addition, as discussed in the accompanying product supplement,
withholding rules commonly referred to as “FATCA” apply to certain financial instruments (including the securities)
with respect to payments of amounts treated as interest and to any payment of gross proceeds of a disposition (including retirement)
of such an instrument. However, recently proposed regulations (the preamble to which specifies that taxpayers are permitted to
rely on them pending finalization) eliminate the withholding requirement on payments of gross proceeds of a taxable disposition.
You should consult your tax adviser regarding all aspects
of the U.S. federal income tax consequences of an investment in the securities, as well as any tax consequences arising under the
laws of any state, local or non-U.S. taxing jurisdiction. Moreover, neither this document nor the accompanying product
supplement addresses the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code.
|
|
The discussion in the preceding paragraphs under “Tax considerations” and the discussion contained in the section entitled “United States Federal Taxation” in the accompanying product supplement, insofar as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of an investment in the securities.
|
Use of proceeds and hedging:
|
The proceeds from the sale of the securities will be used by
us for general corporate purposes. We will receive, in aggregate, $1,000 per security issued. The costs of
the securities borne by you and described on page 2 above comprise the cost of issuing, structuring and hedging the securities.
On or prior to June 27, 2019, we hedged our anticipated exposure
in connection with the securities by entering into hedging transactions with our affiliates and/or third-party dealers. We
expect our hedging counterparties to have taken positions in the stocks constituting the underlying index and in futures and/or
options contracts on the underlying index or the component stocks of the underlying index listed on major securities markets. Such
purchase activity could have increased the value of the underlying index on June 27, 2019, and, therefore, could have increased
the value at or above which the underlying index must close on the determination date so that investors do not suffer a loss on
their initial investment in the securities. In addition, through our affiliates, we are likely to modify our hedge position
throughout the term of the securities, including on the determination date, by purchasing and selling the stocks constituting the
underlying index, futures or options contracts on the underlying index or its component stocks listed on major securities markets
or positions in any other available securities or instruments that we may wish to use in connection with such hedging activities. As
a result, these entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy
may involve greater and more frequent dynamic adjustments to the hedge as the determination date approaches. We cannot give any
assurance that our hedging activities will not affect the value of the underlying index, and, therefore, adversely affect the value
of the securities or the payment you will receive at maturity. For further information on our use of proceeds and hedging,
see “Use of Proceeds and Hedging” in the accompanying product supplement.
|
Benefit plan investor considerations:
|
Each fiduciary of a pension, profit-sharing or other employee
benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”),
should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing
an investment in the securities. Accordingly, among other factors, the fiduciary should consider whether the investment
would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments
governing the Plan.
In addition, we and certain of our affiliates, including MS &
Co., may each be considered a “party in interest” within the meaning of ERISA, or a “disqualified person”
within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to many Plans, as well
as many individual retirement accounts and Keogh plans (such accounts and plans, together with other plans, accounts and arrangements
subject to Section 4975 of the Code, also “Plans”). ERISA Section 406 and Code Section 4975 generally prohibit
transactions between Plans and parties in interest or disqualified persons. Prohibited transactions within the meaning
of ERISA or the Code would likely arise, for example, if the securities are acquired by or with the assets of a Plan with respect
to which MS & Co. or any of its affiliates is a service provider or other party
|
Morgan Stanley Finance LLC
|
Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
|
|
in interest, unless the securities are acquired pursuant to an
exemption from the “prohibited transaction” rules. A violation of these “prohibited transaction”
rules could result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Code for those persons, unless
exemptive relief is available under an applicable statutory or administrative exemption.
The U.S. Department of Labor has issued five prohibited transaction
class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions resulting
from the purchase or holding of the securities. Those class exemptions are PTCE 96-23 (for certain transactions determined
by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for
certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance company
separate accounts) and PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers). In
addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code provide an exemption for the purchase and sale of securities
and the related lending transactions, provided that neither the issuer of the securities nor any of its affiliates has or exercises
any discretionary authority or control or renders any investment advice with respect to the assets of the Plan involved in the
transaction and provided further that the Plan pays no more, and receives no less, than “adequate consideration” in
connection with the transaction (the so-called “service provider” exemption). There can be no assurance
that any of these class or statutory exemptions will be available with respect to transactions involving the securities.
Because we may be considered a party in interest with respect
to many Plans, the securities may not be purchased, held or disposed of by any Plan, any entity whose underlying assets include
“plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or any person
investing “plan assets” of any Plan, unless such purchase, holding or disposition is eligible for exemptive relief,
including relief available under PTCEs 96-23, 95-60, 91-38, 90-1, 84-14 or the service provider exemption or such purchase, holding
or disposition is otherwise not prohibited. Any purchaser, including any fiduciary purchasing on behalf of a Plan, transferee
or holder of the securities will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and
holding of the securities that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such securities on behalf
of or with “plan assets” of any Plan or with any assets of a governmental, non-U.S. or church plan that is subject
to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section
4975 of the Code (“Similar Law”) or (b) its purchase, holding and disposition of these securities will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or violate any Similar
Law.
Due to the complexity of these rules and the penalties that may
be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other
persons considering purchasing the securities on behalf of or with “plan assets” of any Plan consult with their counsel
regarding the availability of exemptive relief.
The securities are contractual financial instruments. The
financial exposure provided by the securities is not a substitute or proxy for, and is not intended as a substitute or proxy for,
individualized investment management or advice for the benefit of any purchaser or holder of the securities. The securities
have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives of
any purchaser or holder of the securities.
Each purchaser or holder of any securities acknowledges and agrees
that:
(i)
the purchaser or holder or its fiduciary has made and
shall make all investment decisions for the purchaser or holder and the purchaser or holder has not relied and shall not rely in
any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser or holder with respect to (A) the design and
terms of the securities, (B) the purchaser or holder’s investment in the securities, or (C) the exercise of or failure to
exercise any rights we have under or with respect to the securities;
(ii)
we and our affiliates have acted
and will act solely for our own account in connection with (A) all transactions relating to the securities and (B) all hedging
transactions in connection with our obligations under the securities;
(iii)
any and all assets and positions
relating to hedging transactions by us or our affiliates are assets and positions of those entities and are not assets and positions
held for the benefit of the purchaser or holder;
|
Morgan Stanley Finance LLC
|
Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
|
|
(iv)
our interests are adverse to
the interests of the purchaser or holder; and
(v)
neither we nor any of our affiliates
is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions or transactions, and any information
that we or any of our affiliates may provide is not intended to be impartial investment advice.
Each purchaser and holder of the securities has exclusive responsibility
for ensuring that its purchase, holding and disposition of the securities do not violate the prohibited transaction rules of ERISA
or the Code or any Similar Law. The sale of any securities to any Plan or plan subject to Similar Law is in no respect
a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements
with respect to investments by plans generally or any particular plan, or that such an investment is appropriate for plans generally
or any particular plan. In this regard, neither this discussion nor anything provided in this document is or is intended to be
investment advice directed at any potential Plan purchaser or at Plan purchasers generally and such purchasers of the securities
should consult and rely on their own counsel and advisers as to whether an investment in the securities is suitable.
However, individual retirement accounts, individual retirement
annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts,
will not be permitted to purchase or hold the securities if the account, plan or annuity is for the benefit of an employee of Morgan
Stanley, Morgan Stanley Wealth Management or a family member and the employee receives any compensation (such as, for example,
an addition to bonus) based on the purchase of the securities by the account, plan or annuity.
|
Additional considerations:
|
Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly.
|
Supplemental information regarding plan of distribution; conflicts of interest:
|
MS & Co. will act as the agent for this offering and will
not receive a sales commission in connection with sales of the securities.
MS & Co. is an affiliate of MSFL and a wholly owned subsidiary
of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging
the securities.
MS & Co. will conduct this offering in compliance with the
requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding
a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS &
Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See “Plan
of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement.
|
Validity of the securities:
|
In the opinion of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the securities offered by this pricing supplement have been executed and issued by MSFL, authenticated by the trustee pursuant to the MSFL Senior Debt Indenture (as defined in the accompanying prospectus) and delivered against payment as contemplated herein, such securities will be valid and binding obligations of MSFL and the related guarantee will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith),
provided
that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) any provision of the MSFL Senior Debt Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of Morgan Stanley’s obligation under the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the MSFL Senior Debt Indenture and its authentication of the securities and the validity, binding nature and enforceability of the MSFL Senior Debt Indenture with respect to the trustee, all as stated in the letter of such counsel dated November 16, 2017, which is Exhibit 5-a to the Registration Statement on Form S-3 filed by Morgan Stanley on November 16, 2017.
|
Where you can find more information:
|
Morgan Stanley and MSFL have filed a registration statement (including
a prospectus, as supplemented by the product supplement for Equity-Linked Securities and the index supplement) with the Securities
and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus
in that registration statement, the product supplement for Equity-Linked Partial Principal at Risk Securities, the index supplement
and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information
Morgan Stanley, MSFL and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site
at
.
www.sec.gov.
|
Morgan Stanley Finance LLC
|
Equity-Linked Partial Principal at Risk Securities due July 3, 2024
Based on the Performance of the S&P 500
®
Index
|
Morgan Stanley Depository Shares Representing 1/1000TH Preferred Series 1 Fixed TO Floating Non (Cum) (NYSE:MSPI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Morgan Stanley Depository Shares Representing 1/1000TH Preferred Series 1 Fixed TO Floating Non (Cum) (NYSE:MSPI)
Historical Stock Chart
From Jul 2023 to Jul 2024