Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
August 02 2019 - 6:01AM
Edgar (US Regulatory)
M
organ
S
tanley
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Free Writing Prospectus to Preliminary
Terms No. 2,321
Registration Statement Nos. 333-221595;
333-221595-01
Dated August 1, 2019; Filed pursuant
to Rule 433
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6-Year SPX PLUS
This document provides a summary of the terms of the PLUS. Investors must carefully review the accompanying
preliminary terms referenced below, product supplement, index supplement and prospectus, and the “Risk Considerations”
on the following page, prior to making an investment decision.
1
All payments are subject to our credit
risk
Hypothetical Payout at Maturity
1
Change in Underlying
|
Return on PLUS
|
+50%
|
+52.50%*
|
+40%
|
+42.00%*
|
+30%
|
+31.50%*
|
+20%
|
+21.00%*
|
+10%
|
+10.50%*
|
0%
|
0%
|
-10%
|
-5%
|
-20%
|
-10%
|
-30%
|
-15%
|
-40%
|
-20%
|
-60%
|
-30%
|
-80%
|
-40%
|
-100%
|
-50%
|
*Assumes an upside leverage factor of 105%
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The issuer has filed a registration
statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information
about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov
.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus
if you request it by calling toll-free 1-800-584-6837.
Underlying Index
For more information about the underlying index, including historical
performance information, see the accompanying preliminary terms.
Risk Considerations
The risks set forth below are
discussed in more detail in the “Risk Factors” section in the accompanying preliminary terms. Please review those
risk factors carefully prior to making an investment decision.
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·
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The
PLUS do not pay interest and provide a minimum payment at maturity of only 50% of your
principal.
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·
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The
market price of the PLUS will be influenced by many unpredictable factors.
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·
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The
PLUS are subject to our credit risk, and any actual or anticipated changes to our credit
ratings or credit spreads may adversely affect the market value of the PLUS.
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·
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As
a finance subsidiary, MSFL has no independent operations and will have no independent
assets.
|
|
·
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The
estimated value of the PLUS is approximately $933.00 per PLUS, or within $30.00 of that
estimate, and is determined by reference to our pricing and valuation models, which may
differ from those of other dealers and is not a maximum or minimum secondary market price.
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·
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The
amount payable on the PLUS is not linked to the value of the underlying index at any
time other than the valuation date.
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·
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Investing
in the PLUS is not equivalent to investing in the underlying index.
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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 PLUS in the original issue price reduce the economic terms
of the PLUS, cause the estimated value of the PLUS to be less than the original issue
price and will adversely affect secondary market prices.
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·
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Adjustments
to the underlying index could adversely affect the value of the PLUS.
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·
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The
PLUS will not be listed on any securities exchange and secondary trading may be limited.
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·
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The
calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL,
will make determinations with respect to the PLUS.
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·
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Hedging
and trading activity by our affiliates could potentially adversely affect the value of
the PLUS.
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·
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The
U.S. federal income tax consequences of an investment in the PLUS are uncertain.
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Tax Considerations
You should review carefully the discussion in the accompanying
preliminary terms under the caption “Additional Information About the PLUS– Tax considerations” concerning the
U.S. federal income tax consequences of an investment in the PLUS, and you should consult your tax adviser
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