Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
August 06 2019 - 6:02AM
Edgar (US Regulatory)
M
organ
S
tanley
|
Free
Writing Prospectus to Preliminary Terms No. 2,339
Registration Statement
Nos. 333-221595; 333-221595-01
Dated August 5,
2019; Filed pursuant to Rule 433
|
3.75-Year SX5E Equity-Linked Partial Principal at Risk Securities
This document provides a summary of the terms of the
securities. 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.
Terms
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Issuing
entity:
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Morgan
Stanley Finance LLC
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Guarantor:
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Morgan
Stanley
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Underlying:
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EURO
STOXX 50
®
Index (SX5E)
|
Participation
rate:
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At
least 115%
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Minimum
payment amount:
|
95%
of principal (5% maximum loss)
1
|
Pricing
date:
|
August
27, 2019
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Determination
date:
|
May
30, 2023
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Maturity
date:
|
June
2, 2023
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CUSIP:
|
61769HNY7
|
Preliminary
Terms:
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https://www.sec.gov/Archives/edgar/data/
895421/000095010319010356/dp110769_fwp-ps2339.htm
|
1
All payments are
subject to our credit risk
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Hypothetical Payout at Maturity
1
|
Change in Underlying
|
Return on Securities
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+40.00%
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46.00%*
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+30.00%
|
34.50%*
|
+20.00%
|
23.00%*
|
+10.00%
|
11.50%*
|
0.00%
|
0.00%
|
-2.50%
|
-2.50%
|
-5.00%
|
-5.00%
|
-10.00%
|
-5.00%
|
-20.00%
|
-5.00%
|
-30.00%
|
-5.00%
|
-40.00%
|
-5.00%
|
*Assumes a participation rate of 115%
|
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.
|
·
|
The
securities do not pay interest and provide for a minimum payment amount of only 95% of
principal.
|
|
·
|
The
market price of the securities will be influenced by many unpredictable factors.
|
|
·
|
There
are risks associated with investments in securities linked to the value of foreign equity
securities.
|
|
·
|
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.
|
|
·
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As
a finance subsidiary, MSFL has no independent operations and will have no independent
assets.
|
|
·
|
The
estimated value of the securities is approximatey $947.10 per security, or within $22.50
of that estimate, and is determined by reference to our pricing and valuation models,
which may differ from those of other dealers and is not a maximum or minimum secondary
market price.
|
|
·
|
The
amount payable on the securities is not linked to the value of the underlying index at
any time other than 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.
|
|
·
|
You
cannot predict the future performance of the underlying index based on its historical
performance.
|
|
·
|
Adjustments
to the underlying index could adversely affect the value of the securities.
|
|
·
|
Investing
in the securities is not equivalent to investing in the underlying index.
|
|
·
|
The
securities will not be listed on any securities exchange and secondary trading may be
limited.
|
|
·
|
The
calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL,
will make determinations with respect to the securities.
|
|
·
|
Hedging
and trading activity by our affiliates could potentially adversely affect the value of
the securities.
|
Tax Considerations
You should review carefully the discussion in the accompanying preliminary
terms under the caption “Additional Information About the Securities– Tax considerations” concerning the U.S.
federal income tax consequences of an investment in the securities, and you should consult your tax adviser.
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