Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
September 03 2019 - 6:06AM
Edgar (US Regulatory)
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Morgan
Stanley
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Free Writing Prospectus to Preliminary Terms No. 2,475
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Registration Statement Nos. 333-221595; 333-221595-01
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Dated August 30, 2019; Filed pursuant to Rule 433
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5-Year INDU Buffered PLUS
This document provides a summary of the terms of the Buffered
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.
Hypothetical Payout at Maturity1
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Change in Underlying
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Return on Securities
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+40.00%
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42.00%
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+30.00%
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31.50%
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+20.00%
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21.00%
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+10.00%
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10.50%
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+5.00%
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5.25%
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0.00%
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0.00%
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-5.00%
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0.00%
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-10.00%
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0.00%
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-20.00%
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0.00%
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-30.00%
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-10.00%*
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-40.00%
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-20.00%*
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-50.00%
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-30.00%*
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-60.00%
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-40.00%*
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-80.00%
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-60.00%*
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*Assumes a buffer amount of 20%
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1All payments are subject to our credit risk
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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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Buffered
PLUS do not pay interest and provide a minimum payment at maturity of only at least 20%
of your principal.
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The
market price of the Buffered PLUS will be influenced by many unpredictable factors.
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The
Buffered 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 Buffered
PLUS.
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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 Buffered PLUS is $933.90 per Buffered 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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The
amount payable on the Buffered PLUS is not linked to the value of the underlying index
at any time other than the valuation date.
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Investing
in the Buffered PLUS is not equivalent to investing in the underlying index.
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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 Buffered PLUS in the original issue price reduce the economic
terms of the Buffered PLUS, cause the estimated value of the Buffered PLUS to be less
than the original issue price and will adversely affect secondary market prices.
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Adjustments
to the underlying index could adversely affect the value of the Buffered PLUS.
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The
Buffered PLUS will not be listed on any securities exchange and secondary trading may
be limited.
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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 Buffered PLUS.
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Hedging
and trading activity by our affiliates could potentially adversely affect the value of
the Buffered PLUS.
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The
U.S. federal income tax consequences of an investment in the Buffered 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 Buffered PLUS– Tax considerations” concerning
the U.S. federal income tax consequences of an investment in the Buffered PLUS, and you should consult your tax adviser.
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