Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
September 04 2019 - 6:03AM
Edgar (US Regulatory)
Morgan
Stanley
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Free
Writing Prospectus to Preliminary Pricing Supplement No. 2,510
Registration
Statement Nos. 333-221595; 333-221595-01
Dated September
3, 2019; Filed pursuant to Rule 433
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5-Year SPX Callable Buffered Range Accrual Securities
This document
provides a summary of the terms of the securities. Investors must carefully review the accompanying preliminary pricing supplement
referenced below, prospectus 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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S&P
500® Index (SPX)
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Contingent early redemption:
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Beginning after one year, we have the right to redeem the securities monthly
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Barrier level:
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85%
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Buffer amount:
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15% of principal (85% max loss)1
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Contingent monthly coupon:
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At a rate of 5.00% per annum, accruing based on the number of index business days in the relevant coupon payment period on which the index closing value of the underlying is greater than or equal to the barrier level
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Coupon payment dates:
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Monthly
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Redemption dates :
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Beginning after one year, monthly
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Pricing date:
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September 25, 2019
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Final valuation date :
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September 25, 2024
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Maturity date:
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September 30, 2024
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CUSIP:
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61769HUL7
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Preliminary pricing supplement:
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https://www.sec.gov/Archives/edgar/data/895421/00009
5010319011839/dp112282_424b2-ps2510.htm
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1All payments are subject
to our credit risk
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Hypothetical Payout
at Maturity1
(if the securities
have not been previously redeemed)
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Change in Underlying
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Payment at Maturity (excluding any coupon payable at maturity)
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+40%
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$1,000.00
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+30%
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$1,000.00
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+20%
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$1,000.00
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+10%
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$1,000.00
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0%
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$1,000.00
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-10%
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$1,000.00
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-15%
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$1,000.00
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-20%
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$950.00
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-30%
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$850.00
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-40%
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$750.00
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-50%
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$650.00
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-60%
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$550.00
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-70%
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$450.00
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-80%
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$350.00
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-90%
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$250.00
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-100%
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$150.00
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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 pricing supplement.
Risk Considerations
The risks set forth below are
discussed in more detail in the “Risk Factors” section in the accompanying preliminary pricing supplement. Please
review those risk factors carefully prior to making an investment decision.
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·
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The
securities provide a minimum payment at maturity of only 15% of your principal.
|
|
·
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You
will receive reduced contingent monthly coupon payments, or no contingent monthly coupon
payments at all, if the index closing value remains below the barrier level for extended
periods of time.
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|
·
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The
securities are subject to our redemption right.
|
|
·
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Investors
will not participate in any appreciation in the value of the underlying index.
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|
·
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If
there are no accrual days in any coupon payment period, we will not pay any contingent
monthly coupon on the securities for that coupon payment period and the market value
of the securities may decrease significantly.
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|
·
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The
market price will be influenced by many unpredictable factors.
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·
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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.
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|
·
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The
estimated value of the securities is approximately $952.20 per security, 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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Not
equivalent to investing in the underlying index.
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|
·
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The
securities will not be listed on any securities exchange and secondary trading may be
limited. Accordingly, you should be willing to hold your securities for the entire 5-year
term of the securities.
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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 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.
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|
·
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Hedging
and trading activity by our affiliates could potentially affect the value of the securities.
|
|
·
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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.
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|
·
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Adjustments
to the underlying index could adversely affect the value of the securities.
|
|
·
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The
U.S. federal income tax consequences of an investment in the securities are uncertain.
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Tax Considerations
You should review carefully the discussion in the accompanying
preliminary pricing supplement 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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