Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
August 02 2019 - 6:07AM
Edgar (US Regulatory)
M
organ
S
tanley
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Free Writing Prospectus
to Preliminary Terms No. 2,335
Registration Statement Nos. 333-221595; 333-221595-01
Dated August 1, 2019; Filed pursuant to Rule
433
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5-Year Basket Market-Linked Notes
This document provides a summary of the terms of the notes.
Investors must carefully review the accompanying preliminary terms referenced below, product supplement and prospectus, and the
“Risk Considerations” on the following page, prior to making an investment decision.
1
All payments are subject to our credit risk
Hypothetical Payout at Maturity
1
Change in Basket
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Return on Notes
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+60%
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+60%*
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+50%
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+50%*
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+40%
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+40%*
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+30%
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+30%*
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+20%
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+20%*
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+10%
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+10%*
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0%
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0%
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-10%
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0%
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-20%
|
0%
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-30%
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0%
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-40%
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0%
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-50%
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0%
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-60%
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0%
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*
Assumes a participation rate of 100%
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The issuer has filed a registration
statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information
about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus
if you request it by calling toll-free 1-800-584-6837.
Underlying Indices
For more information about the underlying indices, including
historical performance information, see the accompanying preliminary terms.
Risk Considerations
The risks set forth below are discussed in more detail in the
“Risk Factors” section in the accompanying preliminary terms. Please review those risk factors carefully prior to making
an investment decision.
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·
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The
notes do not pay interest and may not pay more than the stated principal amount at maturity.
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·
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Changes
in the value of the basket components may offset each other.
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·
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The
market price of the notes will be influenced by many unpredictable factors.
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·
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There
are risks associated with investments in securities linked to the value of foreign equity securities.
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·
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The
notes are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely
affect the market value of the notes.
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·
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As
a finance subsidiary, MSFL has no independent operations and will have no independent assets.
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·
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The
estimated value of the notes is approximately $969.80 per note, 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 notes is not linked to the value of the underlying indices at any time other than 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 notes in the original issue price reduce the economic terms of the notes, cause
the estimated value of the notes to be less than the original issue price and will adversely affect secondary market prices.
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·
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Adjustments
to the basket components could adversely affect the value of the notes.
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·
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Investing
in the notes is not equivalent to investing in the basket components.
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·
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The
notes 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 notes.
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·
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Hedging
and trading activity by our affiliates could potentially adversely affect the value of the notes.
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Tax Considerations
You should review carefully the discussion in the accompanying
preliminary terms under the caption “Additional Information About the Notes–Tax considerations” concerning the
U.S. federal income tax consequences of an investment in the notes, and you should consult your tax adviser.
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