Registration Statement Nos. 333-221595;
333-221595-01
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 150% of the appreciation of the underlying index from the initial index value to the
final index value. 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.
The 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 in exchange for
the repayment of at least 95% of the principal at maturity and the opportunity to earn a return reflecting 150% of the appreciation
of the underlying index from the initial index value to the final index value. The securities are securities issued as part of
MSFL’s Series A Global Medium-Term Notes program.
FINAL TERMS
|
Issuer:
|
Morgan Stanley Finance LLC
|
Guarantor:
|
Morgan Stanley
|
Issue price:
|
$1,000 per security (see “Commissions and issue price” below)
|
Stated principal amount:
|
$1,000 per security
|
Aggregate principal amount:
|
$424,000
|
Pricing date:
|
June 28, 2019
|
Original issue date:
|
July 3, 2019 (3 business days after the pricing date)
|
Maturity date:
|
July 1, 2022
|
Interest:
|
None
|
Underlying index:
|
EURO
STOXX 50
®
Index
|
Payment at maturity:
|
If the final index value is
greater than
the initial index
value:
$1,000 + supplemental redemption 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.
|
Supplemental redemption amount:
|
(i) $1,000
times
(ii) the index percent change
times
(iii) the participation rate
|
Minimum payment amount:
|
$950 per security (95% of the stated principal amount)
|
Participation rate:
|
150%
|
Index percent change:
|
(final index value – initial index value) / initial index value
|
Initial index value:
|
3,473.69, which is the index closing value on the pricing date
|
Final index value:
|
The index closing value on the determination date
|
Determination date:
|
June 28, 2022, subject to postponement for non-index business days and certain market disruption events
|
CUSIP / ISIN:
|
61769HER2 / US61769HER21
|
Listing:
|
The securities will not be listed on any securities exchange.
|
Agent:
|
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.”
|
Estimated value on the pricing date:
|
$991.40 per security. See “Investment Summary” beginning on page 2.
|
Commissions and issue price:
|
Price to public
(1)
|
Agent’s commissions
(2)
|
Proceeds to us
(3)
|
Per security
|
$1,000
|
$6
|
$994
|
Total
|
$424,000
|
$2,544
|
$421,456
|
|
(1)
|
The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.
|
(2) MS & Co. expects to sell all of
the securities that it purchases from us to an unaffiliated dealer at a price of $994 per security, for further sale to certain
fee-based advisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a sales commission with
respect to 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.
|
(3)
|
See “Use of proceeds and hedging” on page 14.
|
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
Equity-Linked Partial Principal at Risk Securities due July 1, 2022
Based on the Performance of the EURO STOXX 50
®
Index
Investment Summary
Equity-Linked Partial Principal at Risk
Securities
The Equity-Linked Partial Principal at Risk Securities due July
1, 2022 Based on the Performance of the EURO STOXX 50
®
Index (the “securities”) provide investors with
an opportunity to receive a return reflecting 150% of the positive performance of the underlying index 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. The supplemental redemption
amount provides 150% 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 15% at maturity) in the performance of the underlying index. 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:
|
Approximately 3 years
|
Minimum payment amount:
|
$950 per security (95% of the stated principal amount). You could lose up to 5% of the stated principal amount of the securities.
|
Participation rate:
|
150%
|
Interest:
|
None
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due July 1, 2022
Based on the Performance of the EURO STOXX 50
®
Index
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 $991.40.
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 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 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 1, 2022
Based on the Performance of the EURO STOXX 50
®
Index
Key Investment Rationale
The securities offer 150% participation in the positive performance
of the underlying index, 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
|
The securities provide for the minimum payment amount of 95% of principal if held to maturity.
|
Upside Scenario
|
The underlying index appreciates, and the securities return par
plus
150% upside participation in the appreciation of the underlying index.
|
Downside Scenario
|
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).
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due July 1, 2022
Based on the Performance of the EURO STOXX 50
®
Index
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:
|
$1,000 per security
|
Participation rate:
|
150%
|
Minimum payment amount
|
$950 per security (95% of the stated principal amount)
|
Payoff Diagram
|
|
How it works
|
■
|
Upside Scenario.
If the final index value is
greater than
the initial index
value, investors would receive the $1,000 stated principal amount plus 150% participation in the appreciation of the underlying
index.
|
|
o
|
If the underlying index appreciates 10%, investors would receive a 15% return, or $1,150 per security.
|
|
■
|
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.
|
|
o
|
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.
|
|
o
|
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.
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due July 1, 2022
Based on the Performance of the EURO STOXX 50
®
Index
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.
|
■
|
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.
|
|
■
|
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. 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.
|
|
■
|
There are risks associated with investments in securities linked to the value of foreign equity securities.
The securities
are linked to the value of foreign equity securities. Investments in securities linked to the value of foreign equity securities
involve risks associated with the securities markets in those countries, including risks of volatility in those markets, governmental
intervention in those markets and cross-shareholdings in companies in certain countries. Also, there is generally less publicly
available information about foreign companies than about U.S. companies that are subject to the reporting requirements of the United
States Securities and Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting standards
and requirements different from those applicable to U.S. reporting companies. The prices of securities issued in foreign markets
may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in
government, economic and fiscal policies and currency exchange laws. Local securities markets may trade a small number of securities
and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult
or impossible at times. Moreover, the economies in such countries may differ favorably or unfavorably from the economy in the United
States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency
and balance of payment positions
|
|
■
|
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.
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due July 1, 2022
Based on the Performance of the EURO STOXX 50
®
Index
|
■
|
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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|
■
|
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.
|
|
■
|
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.
|
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.
|
■
|
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 EURO STOXX 50
®
Index based on its historical performance. See “EURO
STOXX 50
®
Index Overview” below.
|
|
■
|
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
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due July 1, 2022
Based on the Performance of the EURO STOXX 50
®
Index
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.
|
■
|
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 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.
|
|
■
|
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.
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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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|
■
|
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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■
|
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
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due July 1, 2022
Based on the Performance of the EURO STOXX 50
®
Index
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 the
pricing date 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 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 1, 2022
Based on the Performance of the EURO STOXX 50
®
Index
EURO STOXX 50
®
Index Overview
The EURO STOXX 50
®
Index was created by STOXX
Limited, which is owned by Deutsche Börse AG and SIX Group AG. Publication of the EURO STOXX 50
®
Index began
on February 26, 1998, based on an initial index value of 1,000 at December 31, 1991. The EURO STOXX 50
®
Index is
composed of 50 component stocks of market sector leaders from within the STOXX 600 Supersector Indices, which includes stocks selected
from the Eurozone. The component stocks have a high degree of liquidity and represent the largest companies across all market sectors.
For additional information about the EURO STOXX 50
®
Index, see the information set forth under “EURO STOXX
50
®
Index” in the accompanying index supplement.
Information
as of market close on June 28, 2019:
Bloomberg Ticker Symbol:
|
SX5E
|
Current Index Value:
|
3,473.69
|
52 Weeks Ago:
|
3,365.52
|
52 Week High (on 7/27/2018):
|
3,527.18
|
52 Week Low (on 12/27/2018):
|
2,937.36
|
The following
graph sets forth the daily closing values of the underlying index for the period from January 1, 2008 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 3,473.69. 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.
EURO STOXX 50
®
Index Historical Performance
Daily Closing Values
January 1, 2008 to June
28, 2019
|
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due July 1, 2022
Based on the Performance of the EURO STOXX 50
®
Index
EURO STOXX 50
®
Index
|
High
|
Low
|
Period End
|
2008
|
|
|
|
First Quarter
|
4,339.23
|
3,431.82
|
3,628.06
|
Second Quarter
|
3,882.28
|
3,340.27
|
3,352.81
|
Third Quarter
|
3,445.66
|
3,000.83
|
3,038.20
|
Fourth Quarter
|
3,113.82
|
2,165.91
|
2,447.62
|
2009
|
|
|
|
First Quarter
|
2,578.43
|
1,809.98
|
2,071.13
|
Second Quarter
|
2,537.35
|
2,097.57
|
2,401.69
|
Third Quarter
|
2,899.12
|
2,281.47
|
2,872.63
|
Fourth Quarter
|
2,992.08
|
2,712.30
|
2,964.96
|
2010
|
|
|
|
First Quarter
|
3,017.85
|
2,631.64
|
2,931.16
|
Second Quarter
|
3,012.65
|
2,488.50
|
2,573.32
|
Third Quarter
|
2,827.27
|
2,507.83
|
2,747.90
|
Fourth Quarter
|
2,890.64
|
2,650.99
|
2,792.82
|
2011
|
|
|
|
First Quarter
|
3,068.00
|
2,721.24
|
2,910.91
|
Second Quarter
|
3,011.25
|
2,715.88
|
2,848.53
|
Third Quarter
|
2,875.67
|
1,995.01
|
2,179.66
|
Fourth Quarter
|
2,476.92
|
2,090.25
|
2,316.55
|
2012
|
|
|
|
First Quarter
|
2,608.42
|
2,286.45
|
2,477.28
|
Second Quarter
|
2,501.18
|
2,068.66
|
2,264.72
|
Third Quarter
|
2,594.56
|
2,151.54
|
2,454.26
|
Fourth Quarter
|
2,659.95
|
2,427.32
|
2,635.93
|
2013
|
|
|
|
First Quarter
|
2,749.27
|
2,570.52
|
2,624.02
|
Second Quarter
|
2,835.87
|
2,511.83
|
2,602.59
|
Third Quarter
|
2,936.20
|
2,570.76
|
2,893.15
|
Fourth Quarter
|
3,111.37
|
2,902.12
|
3,109.00
|
2014
|
|
|
|
First Quarter
|
3,172.43
|
2,962.49
|
3,161.60
|
Second Quarter
|
3,314.80
|
3,091.52
|
3,228.24
|
Third Quarter
|
3,289.75
|
3,006.83
|
3,225.93
|
Fourth Quarter
|
3,277.38
|
2,874.65
|
3,146.43
|
2015
|
|
|
|
First Quarter
|
3,731.35
|
3,007.91
|
3,697.38
|
Second Quarter
|
3,828.78
|
3,424.30
|
3,424.30
|
Third Quarter
|
3,686.58
|
3,019.34
|
3,100.67
|
Fourth Quarter
|
3,506.45
|
3,069.05
|
3,267.52
|
2016
|
|
|
|
First Quarter
|
3,178.01
|
2,680.35
|
3,004.93
|
Second Quarter
|
3,151.69
|
2,697.44
|
2,864.74
|
Third Quarter
|
3,091.66
|
2,761.37
|
3,002.24
|
Fourth Quarter
|
3,290.52
|
2,954.53
|
3,290.52
|
2017
|
|
|
|
First Quarter
|
3,500.93
|
3,230.68
|
3,500.93
|
Second Quarter
|
3,658.79
|
3,409.78
|
3,441.88
|
Third Quarter
|
3,594.85
|
3,388.22
|
3,594.85
|
Fourth Quarter
|
3,697.40
|
3,503.96
|
3,503.96
|
2018
|
|
|
|
First Quarter
|
3,672.29
|
3,278.72
|
3,361.50
|
Second Quarter
|
3,592.18
|
3,340.35
|
3,395.60
|
Third Quarter
|
3,527.18
|
3,293.36
|
3,399.20
|
Fourth Quarter
|
3,414.16
|
2,937.36
|
3,001.42
|
2019
|
|
|
|
First Quarter
|
3,409.00
|
2,954.66
|
3,351.71
|
Second Quarter (through June 28, 2019)
|
3,514.62
|
3,280.43
|
3,473.69
|
“EURO STOXX 50
®
” and “STOXX
®
”
are registered trademarks of STOXX Limited. For more information, see “EURO STOXX 50
®
Index” in the
accompanying index supplement.
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due July 1, 2022
Based on the Performance of the EURO STOXX 50
®
Index
Additional Terms of the Securities
Please read this information in conjunction
with the summary terms on the front cover of this document.
Additional Terms:
|
|
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:
|
STOXX Limited, 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 1, 2022
Based on the Performance of the EURO STOXX 50
®
Index
Additional Information About the Securities
Additional Information:
|
|
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
2.4284% 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 $1,074.9572 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
|
$11.9396
|
$11.9396
|
January 1, 2020 through June 30, 2020
|
$12.2870
|
$24.2266
|
July 1, 2020 through December 31, 2020
|
$12.4362
|
$36.6628
|
January 1, 2021 through June 30, 2021
|
$12.5872
|
$49.2500
|
July 1, 2021 through December 31, 2021
|
$12.7400
|
$61.9900
|
January 1, 2022 through June 30, 2022
|
$12.8947
|
$74.8847
|
July 1, 2022 through the Maturity Date
|
$0.0725
|
$74.9572
|