Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
September 26 2019 - 6:04AM
Edgar (US Regulatory)
Morgan Stanley
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Free
Writing Prospectus to Preliminary Terms No. 2,577
Registration
Statement Nos. 333-221595; 333-221595-01
Dated September
25, 2019; Filed pursuant to Rule 433
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5-Year
Worst-of RTY, NDX and INDU Contingent Income Auto-Callable 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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Underlyings:
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Russell
2000® Index (RTY), NASDAQ-100 Index® (NDX) and Dow Jones Industrial AverageSM
(INDU)
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Early redemption:
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If the index closing value of each underlying index is greater than or equal to its initial index value on any quarterly redemption determination date, the securities will be automatically redeemed
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Coupon barrier level:
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70% of the initial index value for each underlying
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Downside threshold level:
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60% of the initial index value for each underlying
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Contingent monthly coupon:
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5.25% to 6.25% per annum
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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, quarterly
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Pricing date:
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October 18, 2019
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Final observation date:
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October 18, 2024
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Maturity date:
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October 23, 2024
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CUSIP:
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61769HWK7
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Preliminary terms:
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https://www.sec.gov/Archives/edgar/data
/895421/000095010319012712/dp113152_fwp-ps2577.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 Worst Performing 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%
|
$1,000.00
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-20%
|
$1,000.00
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-30%
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$1,000.00
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-40%
|
$1,000.00
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-41%
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$590.00
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-50%
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$500.00
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-60%
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$400.00
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-70%
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$300.00
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-80%
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$200.00
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-90%
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$100.00
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-100%
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$0
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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
securities do not guarantee the return of any principal.
|
|
·
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The
securities do not provide for the regular payment of interest.
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|
·
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You
are exposed to the price risk of each underlying index, with respect to both the contingent monthly coupons, if any, and the payment
at maturity, if any.
|
|
·
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Because
the securities are linked to the performance of the worst performing underlying index, you are exposed to greater risks of receiving
no contingent monthly coupons and sustaining a significant loss on your investment than if the securities were linked to just
one index.
|
|
·
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The
contingent monthly coupon, if any, is based on the value of each underlying index on only the related monthly observation date
at the end of the related interest period.
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|
·
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Investors
will not participate in any appreciation in any underlying index.
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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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The
estimated value of the securities is approximately $934.60 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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As
a finance subsidiary, MSFL has no independent operations and will have no independent assets.
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|
·
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The
securities are linked to the Russell 2000® Index and are subject to risks associated with small-capitalization
companies.
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|
·
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Not
equivalent to investing in the underlying indices.
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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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Adjustments
to the underlying indices could adversely affect the value of the securities.
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|
·
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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 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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