Preliminary Terms No. 2,624
Equity-Linked Partial Principal at Risk Securities, which we
refer to as the securities, are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally
guaranteed by Morgan Stanley. The securities will pay no interest, provide for a minimum payment amount of only 95% of principal
at maturity and have the terms described in the accompanying product supplement and prospectus, as supplemented and modified by
this document. At maturity, if the underlying index has appreciated in value, investors will receive the stated principal amount
of their investment plus 108% to 113% (to be determined on the pricing date) of the appreciation of the underlying index from
the initial index value to the final index value. However, if at maturity the underlying index has depreciated in value, investors
will lose 1% for every 1% decline of the final index value from the initial index value, subject to the minimum payment amount.
Investors may lose up to 5% of the stated principal amount of the securities. The securities are for investors who are
concerned about principal risk, but seek an equity index-based return, and who are willing to risk 5% of their principal and to
forgo current income in exchange for the repayment of at least 95% of the principal at maturity and the opportunity to earn a
return reflecting 108% to 113% (to be determined on the pricing date) of the appreciation of the underlying index from the initial
index value to the final index value. The securities are securities issued as part of MSFL’s Series A Global Medium-Term
Notes program.
The Equity-Linked Partial Principal at Risk Securities due May
4, 2023 Based on the Performance of the STOXX® Europe 600 Index (the “securities”) provide investors
with an opportunity to receive a return reflecting 108% to 113% (to be determined on the pricing date) of the positive performance
of the underlying index while maintaining 1:1 downside exposure to any depreciation of the underlying index, subject to the minimum
payment amount at maturity of $950 per security.
|
Maturity:
|
Approximately 3.5 years
|
|
Minimum payment amount:
|
$950 per security (95% of the stated principal amount). You could lose up to 5% of the stated principal amount of the securities.
|
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Participation rate:
|
108% to 113%. The actual participation rate will be determined on the pricing date.
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Interest:
|
None
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
The original issue price of each security is $1,000. This price
includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently,
the estimated value of the securities on the pricing date will be less than $1,000. We estimate that the value of each security
on the pricing date will be approximately $950.80, or within $22.50 of that estimate. Our estimate of the value of the securities
as determined on the pricing date will be set forth in the final pricing supplement.
What goes into the estimated value on the pricing date?
In valuing the securities on the pricing date, we take into account
that the securities comprise both a debt component and a performance-based component linked to the underlying index. The estimated
value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the
underlying index, instruments based on the underlying index, volatility and other factors including current and expected interest
rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our
conventional fixed rate debt trades in the secondary market.
What determines the economic terms of the securities?
In determining the economic terms of the securities, including
the minimum payment amount and the participation rate, we use an internal funding rate, which is likely to be lower than our secondary
market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were
lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable
to you.
What is the relationship between the estimated value on the
pricing date and the secondary market price of the securities?
The price at which MS & Co. purchases the securities in the
secondary market, absent changes in market conditions, including those related to the underlying index, may vary from, and be lower
than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit
spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other
factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted
upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities
in the secondary market, absent changes in market conditions, including those related to the underlying index, and to our secondary
market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will
also be reflected in your brokerage account statements.
MS & Co. may, but is not obligated to, make a market in the
securities, and, if it once chooses to make a market, may cease doing so at any time.
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
Key Investment Rationale
The securities offer 108% to 113% participation in the positive
performance of the underlying index, while providing for a minimum repayment of 95% of the stated principal amount if the securities
are held to maturity, in exchange for forgoing current income and interest. The actual participation rate will be determined on
the pricing date. All payments on the securities, including the payment of the minimum payment amount at maturity, are subject
to our credit risk.
|
Minimum Payment Amount of 95% of Principal at Maturity
|
The securities provide for the minimum payment amount of 95% of principal if held to maturity.
|
|
Upside Scenario
|
The underlying index appreciates, and the securities return par plus 108% to 113% upside participation in the appreciation of the underlying index. The actual participation rate will be determined on the pricing date.
|
|
Downside Scenario
|
The underlying index depreciates, and the securities redeem for less than the $1,000 stated principal amount by an amount proportionate to the decline in the value of the underlying index, subject to the minimum payment amount of $950 per security (95% of the stated principal amount).
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
How the Securities Work
Payoff Diagram
The payoff diagram below illustrates the
payment at maturity on the securities, based on the following terms:
|
Stated principal amount:
|
$1,000 per security
|
|
Hypothetical participation rate:
|
110.50% (the midpoint of the specified range)
|
|
Minimum payment amount
|
$950 per security (95% of the stated principal amount)
|
How it works
|
|
§
|
Upside Scenario. If the final index value is greater than the initial index
value, investors would receive the $1,000 stated principal amount plus 110.50% participation in the appreciation of the underlying
index.
|
|
|
o
|
If the underlying index appreciates 10%, investors would receive an 11.05% return, or $1,110.50 per security.
|
|
|
§
|
Par or Downside Scenario. If the final index value is less than or equal to
the initial index value, investors would receive an amount less than or equal to the $1,000 stated principal amount, based on a
1% loss of principal for each 1% decline in the underlying index over the term of the securities, subject to the minimum payment
amount of $950 per security.
|
|
|
o
|
If the underlying index depreciates 1.50% from the initial index value to the final index value, investors would lose 1.50%
of their principal and receive only $985 per security at maturity, or 98.50% of the stated principal amount.
|
|
|
o
|
If the underlying index depreciates 50% from the initial index value to the final index value, investors would receive the
minimum payment amount of $950 per security at maturity, or 95% of the stated principal amount.
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
Risk Factors
The following is a list of certain key risk factors for investors
in the securities. For further discussion of these and other risks, you should read the section entitled “Risk Factors”
in the accompanying product supplement and prospectus. We also urge you to consult with your investment, legal, tax, accounting
and other advisers in connection with your investment in the securities.
|
|
§
|
The securities do not pay interest and provide for a minimum payment amount of only 95% of principal. The terms of the
securities differ from those of ordinary debt securities in that the securities do not pay interest and provide for a minimum payment
amount of only 95% of principal at maturity. If the underlying index has depreciated over the term of the securities, the payout
at maturity will be an amount in cash that is less than the $1,000 stated principal amount of each security by an amount proportionate
to the decrease in the value of the underlying index, subject to the minimum payment amount of $950 per security (95% of the stated
principal amount). You could lose up to 5% of your investment in the securities.
|
|
|
§
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The market price of the securities will be influenced by many unpredictable factors. Several
factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price
at which MS & Co. may be willing to purchase or sell the securities in the secondary market, including the value of the underlying
index at any time, the volatility (frequency and magnitude of changes in value) of the underlying index, dividend rate on the stocks
underlying the index, interest and yield rates in the market, time remaining until the
securities mature, geopolitical conditions and economic, financial, political, regulatory
or judicial events that affect the underlying index or equities markets generally and which may affect the final index value of
the underlying index and any actual or anticipated changes in our credit ratings or credit spreads. The value of the underlying
index may be, and has recently been, volatile, and we can give you no assurance that the volatility will lessen. You may receive
less, and possibly significantly less, than the stated principal amount per security if you try to sell your securities prior to
maturity.
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|
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§
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There are risks associated with investments in securities linked to the value of foreign equity securities. The securities
are linked to the value of foreign equity securities. Investments in securities linked to the value of foreign equity securities
involve risks associated with the securities markets in those countries, including risks of volatility in those markets, governmental
intervention in those markets and cross-shareholdings in companies in certain countries. Also, there is generally less publicly
available information about foreign companies than about U.S. companies that are subject to the reporting requirements of the United
States Securities and Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting standards
and requirements different from those applicable to U.S. reporting companies. The prices of securities issued in foreign markets
may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in
government, economic and fiscal policies and currency exchange laws. Local securities markets may trade a small number of securities
and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult
or impossible at times. Moreover, the economies in such countries may differ favorably or unfavorably from the economy in the United
States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency
and balance of payment positions.
|
|
|
§
|
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. You are dependent on our ability to pay all amounts due on the securities
at maturity and therefore you are subject to our credit risk. If we default on our obligations under the securities, your investment
would be at risk and you could lose some or all of your investment. As a result, the market value of the securities prior to maturity
will be affected by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit
ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market
value of the securities.
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
|
|
§
|
As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary,
MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets
available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution
or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee
by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan
Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of
securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should
be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders
of Morgan Stanley-issued securities.
|
|
|
§
|
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 final index value will be based on the index closing value on the determination date, subject to postponement for
non-index business days and certain market disruption events. Even if the value of the underlying index appreciates prior to the
determination date but then drops by the determination date to be equal to or below the initial index value, the payment at maturity
will be less, and may be significantly less, than it would have been had the payment at maturity been linked to the value of the
underlying index prior to such drop. Although the actual value of the underlying index on the stated maturity date or at other
times during the term of the securities may be higher than the final index value, the payment at maturity will be based solely
on the index closing value on the determination date.
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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. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including
MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than
the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs
that are included in the original issue price and borne by you and because the secondary market prices will reflect our secondary
market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well
as other factors.
|
The inclusion of the costs of issuing,
selling, structuring and hedging the securities in the original issue price and the lower rate we are willing to pay as issuer
make the economic terms of the securities less favorable to you than they otherwise would be.
However, because the costs associated
with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months
following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes
in market conditions, including those related to the underlying index, and to our secondary market credit spreads, it would do
so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage
account statements.
|
|
§
|
You cannot predict the future performance of the underlying index based on its historical performance. The value of
the underlying index may be, and has recently been, volatile, and we can give you no assurance that the volatility will lessen.
You cannot predict the future performance of the STOXX® Europe 600 Index based on its historical performance. See
“STOXX® Europe 600 Index Overview” below.
|
|
|
§
|
The estimated value of the securities 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. These pricing and valuation models are proprietary
and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may prove to be
incorrect. As a result, because there is no market-standard way to value these types of securities, our models may yield a higher
estimated value of the securities than those generated by others, including other dealers in the
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
market, if they attempted to value
the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers,
including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value
of your securities at any time after the date of this pricing supplement will vary based on many factors that cannot be predicted
with accuracy, including our creditworthiness and changes in market conditions. See also “The market price of the securities
will be influenced by many unpredictable factors” above.
|
|
§
|
Adjustments to the underlying index could adversely affect the value of the securities. The publisher of the underlying
index can add, delete or substitute the stocks underlying the underlying index, and can make other methodological changes required
by certain events relating to the underlying stocks, such as stock dividends, stock splits, spin-offs, rights offerings and extraordinary
dividends, that could change the value of the underlying index. Any of these actions could adversely affect the value of the securities.
The publisher of the underlying index may also discontinue or suspend calculation or publication of the underlying index at any
time. In these circumstances, MS & Co., as the calculation agent, will have the sole discretion to substitute a successor index
that is comparable to the discontinued index. MS & Co. could have an economic interest that is different than that of investors
in the securities insofar as, for example, MS & Co. is permitted to consider indices that are calculated and published by MS
& Co. or any of its affiliates. If MS & Co. determines that there is no appropriate successor index on the determination
date, the final index value will be an amount calculated based on the prices of the stocks underlying the discontinued index at
the time of such discontinuance, without rebalancing or substitution, computed by MS & Co, as calculation agent, in accordance
with the formula for calculating the index closing value last in effect prior to discontinuance of the index.
|
|
|
§
|
Investing in the securities is not equivalent to investing in the underlying index. Investing in the securities is not
equivalent to investing in the underlying index or its component stocks. Investors in the securities will not have voting rights
or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute the underlying
index.
|
|
|
§
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The securities will not be listed on any securities exchange and secondary trading may be limited. The securities will
not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co.
may, but is not obligated to, make a market in the securities, and, if it once chooses to
make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions of routine
secondary market size at prices based on its estimate of the current value of the securities, taking into account its bid/offer
spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging
positions, the time remaining to maturity and the likelihood that it will be able to resell the securities. Even if there
is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Because we do not
expect that other broker-dealers will participate significantly in the secondary market for the securities, the price at which
you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is willing to transact.
If, at any time, MS & Co. were to cease making a market in the securities, it is likely that there would be no secondary market
for the securities. Accordingly, you should be willing to hold your securities to maturity.
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|
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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 securities. As calculation agent, MS & Co. will determine the initial index value and the final index value, and
will calculate the amount of cash you will receive at maturity. Moreover, certain determinations made by MS & Co., in its capacity
as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence
or non-occurrence of market disruption events and the selection of a successor index or calculation of the index closing value
in the event of a discontinuance of the underlying index or a market disruption event,
may adversely affect the payout to you at maturity. For further information regarding these types of determinations, see “Description
of Equity-Linked Partial Principal at Risk Securities —Supplemental Redemption Amount,” “—Calculation Agent
and Calculations,” “—Alternate Exchange Calculation in the Case of an Event of Default” and “—Discontinuance
of Any Underlying Index; Alteration of Method of Calculation” in the accompanying product supplement. In addition, MS &
Co. has determined the estimated value of the securities on the pricing date.
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|
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§
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Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. One or
more of our affiliates and/or third-party dealers expect to carry out hedging activities
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
related to the securities (and to
other instruments linked to the underlying index or its component stocks), including trading in the stocks that constitute the
underlying index as well as in other instruments related to the underlying index. As a result, these entities may be unwinding
or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent
dynamic adjustments to the hedge as the determination date approaches. MS & Co. and some of our affiliates also trade the stocks
that constitute the underlying index and other financial instruments related to the underlying index on a regular basis as part
of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date
could potentially increase the initial index value, and, therefore, the value at or above which the underlying index must close
on the determination date so that investors do not suffer a loss on their initial investment in the securities. Additionally, such
hedging or trading activities during the term of the securities, including on the determination date, could adversely affect the
value of the underlying index on the determination date, and, accordingly, the amount of cash an investor will receive at maturity.
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
STOXX® Europe
600 Index Overview
The STOXX®
Europe 600 Index was created by STOXX Limited, a joint venture between Deutsche Börse AG and
SIX Group AG. Publication of the STOXX® Europe 600 Index began on June 15,
1998, based on an initial STOXX® Europe 600 Index value of 100 at December
31, 1991. The STOXX® Europe 600 Index is composed of the 600 largest companies
by free-float market capitalization traded on the major exchanges of 17 European countries. For additional information about
the STOXX® Europe 600 Index, see the information set forth under “Annex A—STOXX® Europe
600 Index” below.
Information as of market close on September 25, 2019:
|
Bloomberg Ticker Symbol:
|
SXXP
|
|
Current Index Value:
|
387.59
|
|
52 Weeks Ago:
|
383.89
|
|
52 Week High (on 9/20/2019):
|
392.95
|
|
52 Week Low (on 12/27/2018):
|
329.58
|
The following
graph sets forth the daily closing values of the underlying index for the period from January 1, 2008 through September 25, 2019.
The related table sets forth the published high and low closing values, as well as end-of-quarter closing values, of the underlying
index for each quarter in the same period. The closing value of the underlying index on September 25, 2019 was 387.59. We obtained
the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The underlying
index has at times experienced periods of high volatility, and you should not take the historical values of the underlying index
as an indication of its future performance.
|
STOXX®
Europe 600 Index Historical Performance
Daily Closing
Values
January 1, 2008 to September
25, 2019
|
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
|
STOXX® Europe 600 Index
|
High
|
Low
|
Period End
|
|
2008
|
|
|
|
|
First Quarter
|
364.64
|
290.26
|
305.96
|
|
Second Quarter
|
332.87
|
287.34
|
289.39
|
|
Third Quarter
|
293.06
|
251.43
|
256.05
|
|
Fourth Quarter
|
261.43
|
182.13
|
198.36
|
|
2009
|
|
|
|
|
First Quarter
|
212.87
|
157.97
|
176.46
|
|
Second Quarter
|
214.80
|
179.26
|
205.83
|
|
Third Quarter
|
246.10
|
197.25
|
242.47
|
|
Fourth Quarter
|
254.09
|
234.10
|
253.89
|
|
2010
|
|
|
|
|
First Quarter
|
264.79
|
237.46
|
263.57
|
|
Second Quarter
|
272.14
|
232.11
|
243.32
|
|
Third Quarter
|
266.45
|
236.68
|
259.72
|
|
Fourth Quarter
|
281.76
|
257.74
|
275.81
|
|
2011
|
|
|
|
|
First Quarter
|
291.16
|
262.18
|
275.90
|
|
Second Quarter
|
283.93
|
263.98
|
272.86
|
|
Third Quarter
|
275.93
|
214.89
|
226.18
|
|
Fourth Quarter
|
249.42
|
217.46
|
244.54
|
|
2012
|
|
|
|
|
First Quarter
|
272.40
|
244.54
|
263.32
|
|
Second Quarter
|
267.16
|
233.87
|
251.17
|
|
Third Quarter
|
275.95
|
250.39
|
268.48
|
|
Fourth Quarter
|
281.81
|
262.86
|
279.68
|
|
2013
|
|
|
|
|
First Quarter
|
298.52
|
279.68
|
293.78
|
|
Second Quarter
|
310.59
|
275.66
|
285.02
|
|
Third Quarter
|
315.05
|
285.46
|
310.46
|
|
Fourth Quarter
|
328.26
|
305.13
|
328.26
|
|
2014
|
|
|
|
|
First Quarter
|
338.39
|
317.58
|
334.31
|
|
Second Quarter
|
349.71
|
326.58
|
341.86
|
|
Third Quarter
|
348.91
|
324.91
|
343.08
|
|
Fourth Quarter
|
350.97
|
310.03
|
342.54
|
|
2015
|
|
|
|
|
First Quarter
|
404.01
|
331.61
|
397.30
|
|
Second Quarter
|
414.06
|
381.31
|
381.31
|
|
Third Quarter
|
406.80
|
339.23
|
347.77
|
|
Fourth Quarter
|
385.43
|
346.23
|
365.81
|
|
2016
|
|
|
|
|
First Quarter
|
365.81
|
303.58
|
337.54
|
|
Second Quarter
|
350.75
|
308.75
|
329.88
|
|
Third Quarter
|
350.62
|
318.76
|
342.92
|
|
Fourth Quarter
|
361.53
|
328.80
|
361.42
|
|
2017
|
|
|
|
|
First Quarter
|
381.14
|
360.12
|
381.14
|
|
Second Quarter
|
396.45
|
376.35
|
379.37
|
|
Third Quarter
|
388.16
|
368.42
|
388.16
|
|
Fourth Quarter
|
396.77
|
381.96
|
389.18
|
|
2018
|
|
|
|
|
First Quarter
|
402.81
|
363.18
|
370.87
|
|
Second Quarter
|
396.94
|
367.33
|
379.93
|
|
Third Quarter
|
392.08
|
373.47
|
383.18
|
|
Fourth Quarter
|
383.94
|
329.58
|
337.65
|
|
2019
|
|
|
|
|
First Quarter
|
384.29
|
333.92
|
379.09
|
|
Second Quarter
|
391.35
|
369.06
|
384.87
|
|
Third Quarter (through September 25, 2019)
|
392.95
|
365.09
|
387.59
|
“STOXX® Europe 600” and “STOXX®”
are registered trademarks of STOXX Limited. For more information, see “Annex A—STOXX® Europe 600 Index”
below.
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
Additional Terms of the Securities
Please read this information in conjunction
with the summary terms on the front cover of this document.
|
Additional Terms:
|
|
|
If
the terms described herein are inconsistent with those described in the accompanying product supplement or prospectus, the
terms described herein shall control.
|
|
Underlying index publisher:
|
STOXX
Limited, or any successor thereof
|
|
Denominations:
|
$1,000
per security and integral multiples thereof
|
|
Call right:
|
The
securities are not callable prior to the maturity date.
|
|
Postponement of maturity date:
|
If
the determination date is postponed so that it falls less than two business days prior to the scheduled maturity date, the
maturity date of the securities will be postponed to the second business day following the determination date as postponed.
|
|
Trustee:
|
The
Bank of New York Mellon
|
|
Calculation agent:
|
MS
& Co.
|
|
Issuer notice to registered security holders, the trustee and the depositary:
|
In the event that the maturity
date is postponed due to postponement of the determination date, the issuer shall give notice of such postponement and, once it
has been determined, of the date to which the maturity date has been rescheduled (i) to each registered holder of the securities
by mailing notice of such postponement by first class mail, postage prepaid, to such registered holder’s last address as
it shall appear upon the registry books, (ii) to the trustee by facsimile, confirmed by mailing such notice to the trustee by first
class mail, postage prepaid, at its New York office and (iii) to The Depository Trust Company (the “depositary”) by
telephone or facsimile, confirmed by mailing such notice to the depositary by first class mail, postage prepaid. Any notice that
is mailed to a registered holder of the securities in the manner herein provided shall be conclusively presumed to have been duly
given to such registered holder, whether or not such registered holder receives the notice. The issuer shall give such notice as
promptly as possible, and in no case later than (i) with respect to notice of postponement of the maturity date, the business day
immediately preceding the scheduled maturity date, and (ii) with respect to notice of the date to which the maturity date has been
rescheduled, the business day immediately following the actual determination date as postponed.
The issuer shall, or shall
cause the calculation agent to, (i) provide written notice to the trustee at its New York office, on which notice the trustee may
conclusively rely, and to the depositary of the payment at maturity on or prior to 10:30 a.m. (New York City time) on the business
day preceding the maturity date and (ii) deliver the aggregate cash amount due with respect to the securities to the trustee for
delivery to the depositary, as holder of the securities, on the maturity date.
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
Additional Information About the Securities
|
Additional Information:
|
|
|
Minimum ticketing size:
|
$1,000
/ 1 security
|
|
Tax considerations:
|
In the opinion of our counsel, Davis Polk & Wardwell LLP,
the securities should be treated as “contingent payment debt instruments” for U.S. federal income tax purposes, as
described in the section of the accompanying product supplement called “United States Federal Taxation—Tax Consequences
to U.S. Holders.” Under this treatment, if you are a U.S. taxable investor, you generally will be subject to annual income
tax based on the “comparable yield” (as defined in the accompanying product supplement) of the securities, adjusted
upward or downward to reflect the difference, if any, between the actual and projected amount of the payments on the securities.
The comparable yield will be determined on the pricing date and may be significantly higher or lower than the comparable yield
if the securities were priced on the date hereof. The comparable yield and the projected payment schedule (or information about
how to obtain them) will be provided in the final pricing supplement. In addition, any gain recognized by U.S. taxable investors
on the sale or exchange, or at maturity, of the securities generally will be treated as ordinary income.
You should read the discussion under “United States Federal
Taxation” in the accompanying product supplement concerning the U.S. federal income tax consequences of an investment in
the securities.
The comparable yield and the projected payment schedule will
not be provided for any purpose other than the determination of U.S. Holders’ accruals of interest income and adjustments
thereto in respect of the securities for U.S. federal income tax purposes, and we make no representation regarding the actual amount
of the payments that will be made on the securities.
If you are a non-U.S. investor, please also read the section
of the accompanying product supplement called “United States Federal Taxation—Tax Consequences to Non-U.S. Holders.”
As discussed in the accompanying product supplement, Section
871(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury regulations promulgated thereunder
(“Section 871(m)”) generally impose a 30% (or a lower applicable treaty rate) withholding tax on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include
U.S. equities (each, an “Underlying Security”). Subject to certain exceptions, Section 871(m) generally applies to
securities that substantially replicate the economic performance of one or more Underlying Securities, as determined based on tests
set forth in the applicable Treasury regulations (a “Specified Security”). However, pursuant to an Internal Revenue
Service (“IRS”) notice, Section 871(m) will not apply to securities issued before January 1, 2021 that do not have
a delta of one with respect to any Underlying Security. Based on the terms of the securities and current market conditions, we
expect that the securities will not have a delta of one with respect to any Underlying Security on the pricing date. However, we
will provide an updated determination in the final pricing supplement. Assuming that the securities do not have a delta of one
with respect to any Underlying Security, our counsel is of the opinion that the securities should not be Specified Securities and,
therefore, should not be subject to Section 871(m). Our determination is not binding on the IRS, and the IRS may disagree with
this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether
you enter into other transactions with respect to an Underlying Security. If withholding is required, we will not be required
to pay any additional amounts with respect to the amounts so withheld. You should consult your tax adviser regarding the potential
application of Section 871(m) to the securities.
In addition, as discussed in the accompanying product supplement,
withholding rules commonly referred to as “FATCA” apply to certain financial instruments (including the securities)
with respect to payments of amounts treated as interest and to any payment of gross proceeds of a disposition (including retirement)
of such an instrument. However, recently proposed regulations (the preamble to which specifies that taxpayers are permitted to
rely on them pending finalization) eliminate the withholding requirement on payments of gross proceeds of a taxable disposition
(other than amounts treated as interest or other “FDAP income,” as defined in the accompanying product supplement).
You should consult your tax adviser regarding all aspects
of the U.S. federal income tax consequences of an investment in the securities, as well as any tax consequences arising under the
laws of any state, local or non-U.S. taxing jurisdiction. Moreover, neither this document nor the accompanying product supplement
addresses the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code.
The discussion in the preceding paragraphs under “Tax
considerations” and the discussion contained in the section entitled “United States Federal Taxation” in the
|
|
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
|
|
accompanying product supplement, insofar as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of an investment in the securities.
|
|
Use of proceeds and hedging:
|
The proceeds from the sale of the securities
will be used by us for general corporate purposes. We will receive, in aggregate, $1,000 per security issued, because, when we
enter into hedging transactions in order to meet our obligations under the securities, our hedging counterparty will reimburse
the cost of the agent’s commissions. The costs of the securities borne by you and described on page 2 above comprise the
agent’s commissions and the cost of issuing, structuring and hedging the securities.
On or prior to the pricing date, we expect
to hedge our anticipated exposure in connection with the securities by entering into hedging transactions with our affiliates and/or
third-party dealers. We expect our hedging counterparties to take positions in the stocks constituting the underlying index, in
futures and/or options contracts on the underlying index or the component stocks of the underlying index listed on major securities
markets, or positions in any other available securities or instruments that they may wish to use in connection with such hedging.
Such purchase activity could increase the value of the underlying index on the pricing date, and, therefore, the value at or above
which the underlying index must close on the determination date so that investors do not suffer a loss on their initial investment
in the securities. In addition, through our affiliates, we are likely to modify our hedge position throughout the term of the securities,
including on the determination date, by purchasing and selling the stocks constituting the underlying index, futures or options
contracts on the underlying index or its component stocks listed on major securities markets or positions in any other available
securities or instruments that we may wish to use in connection with such hedging activities. As a result, these entities may be
unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more
frequent dynamic adjustments to the hedge as the determination date approaches. We cannot give any assurance that our hedging activities
will not affect the value of the underlying index, and, therefore, adversely affect the value of the securities or the payment
you will receive at maturity. For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging”
in the accompanying product supplement.
|
|
Benefit plan investor considerations:
|
Each fiduciary of a pension, profit-sharing or other employee
benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”),
should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing
an investment in the securities. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy
the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the
Plan.
In addition, we and certain of our affiliates, including MS &
Co., may each be considered a “party in interest” within the meaning of ERISA, or a “disqualified person”
within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to many Plans, as well
as many individual retirement accounts and Keogh plans (such accounts and plans, together with other plans, accounts and arrangements
subject to Section 4975 of the Code, also “Plans”). ERISA Section 406 and Code Section 4975 generally prohibit transactions
between Plans and parties in interest or disqualified persons. Prohibited transactions within the meaning of ERISA or the Code
would likely arise, for example, if the securities are acquired by or with the assets of a Plan with respect to which MS &
Co. or any of its affiliates is a service provider or other party in interest, unless the securities are acquired pursuant to an
exemption from the “prohibited transaction” rules. A violation of these “prohibited transaction” rules
could result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Code for those persons, unless exemptive
relief is available under an applicable statutory or administrative exemption.
The U.S. Department of Labor has issued five prohibited transaction
class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions resulting
from the purchase or holding of the securities. Those class exemptions are PTCE 96-23 (for certain transactions determined by in-house
asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for certain transactions
involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance company separate accounts)
and PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers). In addition, ERISA Section
408(b)(17) and Section 4975(d)(20) of the Code provide an exemption for the purchase and sale of securities and the related lending
transactions, provided that neither the issuer of the securities nor any of its affiliates has or exercises any discretionary authority
or control or renders any investment advice with respect to the assets of the Plan involved in the transaction and provided further
that the Plan pays no more, and receives no less, than “adequate
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
|
|
consideration” in connection with the transaction (the
so-called “service provider” exemption). There can be no assurance that any of these class or statutory exemptions
will be available with respect to transactions involving the securities.
Because we may be considered a party in interest with respect
to many Plans, the securities may not be purchased, held or disposed of by any Plan, any entity whose underlying assets include
“plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or any person
investing “plan assets” of any Plan, unless such purchase, holding or disposition is eligible for exemptive relief,
including relief available under PTCEs 96-23, 95-60, 91-38, 90-1, 84-14 or the service provider exemption or such purchase, holding
or disposition is otherwise not prohibited. Any purchaser, including any fiduciary purchasing on behalf of a Plan, transferee or
holder of the securities will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and holding
of the securities that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such securities on behalf of or
with “plan assets” of any Plan or with any assets of a governmental, non-U.S. or church plan that is subject to any
federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of
the Code (“Similar Law”) or (b) its purchase, holding and disposition of these securities will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or violate any Similar Law.
Due to the complexity of these rules and the penalties that may
be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other
persons considering purchasing the securities on behalf of or with “plan assets” of any Plan consult with their counsel
regarding the availability of exemptive relief.
The securities are contractual financial instruments. The financial
exposure provided by the securities is not a substitute or proxy for, and is not intended as a substitute or proxy for, individualized
investment management or advice for the benefit of any purchaser or holder of the securities. The securities have not been designed
and will not be administered in a manner intended to reflect the individualized needs and objectives of any purchaser or holder
of the securities.
Each purchaser or holder of any securities acknowledges and agrees
that:
(i) the
purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the purchaser
or holder has not relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser
or holder with respect to (A) the design and terms of the securities, (B) the purchaser or holder’s investment in the securities,
or (C) the exercise of or failure to exercise any rights we have under or with respect to the securities;
(ii) we
and our affiliates have acted and will act solely for our own account in connection with (A) all transactions relating to the securities
and (B) all hedging transactions in connection with our obligations under the securities;
(iii) any
and all assets and positions relating to hedging transactions by us or our affiliates are assets and positions of those entities
and are not assets and positions held for the benefit of the purchaser or holder;
(iv) our
interests are adverse to the interests of the purchaser or holder; and
(v) neither
we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions
or transactions, and any information that we or any of our affiliates may provide is not intended to be impartial investment advice.
Each purchaser and holder of the securities has exclusive responsibility
for ensuring that its purchase, holding and disposition of the securities do not violate the prohibited transaction rules of ERISA
or the Code or any Similar Law. The sale of any securities to any Plan or plan subject to Similar Law is in no respect a representation
by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to
investments by plans generally or any particular plan, or that such an investment is appropriate for plans generally or any particular
plan. In this regard, neither this discussion nor anything provided in this document is or is intended to be investment advice
directed at any potential Plan purchaser or at Plan purchasers generally and such purchasers of the securities should consult and
rely on their own counsel and advisers as to whether an investment in the securities is suitable.
However, individual retirement accounts, individual retirement
annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts,
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
|
|
will not be permitted to purchase or hold the securities if the account, plan or annuity is for the benefit of an employee of Morgan Stanley, Morgan Stanley Wealth Management or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of the securities by the account, plan or annuity.
|
|
Additional considerations:
|
Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly.
|
|
Supplemental information regarding plan of distribution; conflicts of interest:
|
MS & Co. expects to sell all of the securities that it purchases
from us to an unaffiliated dealer at a price of $ per security, for further sale to certain fee-based advisory accounts at the
price to public of $1,000 per security. MS & Co. will not receive a sales commission with respect to the securities.
MS & Co. is an affiliate of MSFL and a wholly owned subsidiary
of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging
the securities. When MS & Co. prices this offering of securities, it will determine the economic terms of the securities, including
the participation rate, such that for each security the estimated value on the pricing date will be no lower than the minimum level
described in “Investment Summary” on page 2.
MS & Co. will conduct this offering in compliance with the
requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding
a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any
of our other affiliates may not make sales in this offering to any discretionary account. See “Plan of Distribution (Conflicts
of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement.
|
|
Where you can find more information:
|
Morgan Stanley and MSFL have filed a registration statement (including
a prospectus, as supplemented by the product supplement for Equity-Linked Securities) with the Securities and Exchange Commission,
or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement, the
product supplement for Equity-Linked Partial Principal at Risk Securities and any other documents relating to this offering that
Morgan Stanley and MSFL have filed with the SEC for more complete information Morgan Stanley, MSFL and this offering. You may get
these documents without cost by visiting EDGAR on the SEC web site at.www.sec.gov. Alternatively,
Morgan Stanley, MSFL, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, the
product supplement for Equity-Linked Partial Principal at Risk Securities if you so request by calling toll-free 800-584-6837.
You may access these documents on the SEC web site at www.sec.gov
as follows:
Product
Supplement for Equity-Linked Partial Principal at Risk Securities dated November 16, 2017
Prospectus
dated November 16, 2017
Terms used but not defined in this document are defined in the
product supplement for Equity-Linked Partial Principal at Risk Securities or in the prospectus.
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
Annex
A—STOXX® Europe
600 Index
The STOXX®
Europe 600 Index (the “SXXP Index,” or the “Index”) is comprised of the 600 largest companies by free-float
market capitalization traded on the major exchanges of 17 European countries. The Index is a price-return index denominated in
euro, calculated, maintained and published by STOXX Limited.
The Index was created by STOXX Limited,
a joint venture between Deutsche Börse AG and SIX Group AG. Publication of the Index began on October 11, 1999, based on an
initial index value of 100 at December 31, 1991. On March 1, 2010, STOXX Limited announced the removal of the “Dow Jones”
prefix from all of its indices, including the Index. The Index is reported daily by Bloomberg L.P. under the symbol “SXXP.”
Composition of the SXXP Index
The SXXP Index has a fixed number of 600 components which represent
the largest companies in terms of free-float market capitalization from across 17 countries of the European region: Austria, Belgium,
Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Norway, Poland, Portugal, Spain, Sweden, Switzerland
and the United Kingdom.
The selection list for the SXXP Index is composed of each company’s
most liquid stock with a minimum liquidity of greater than one million euros measured over 3-month average daily trading value
and is ranked in terms of free-float market capitalization. From the selection list, the largest 550 stocks qualify for selection.
The remaining 50 stocks are selected from the largest remaining current components ranked between 551 and 750. If the number of
stocks selected is still below 600, the largest remaining stocks are selected until there are 600 stocks.
The composition of the STOXX Europe 600® Index
is reviewed quarterly, based on the closing stock data on the last trading day of the month following the implementation of the
last quarterly index review. The component stocks are announced on the fourth Tuesday of the month immediately prior to the review
implementation month. Changes to the component stocks are implemented after the close on the third Friday in each of March, June,
September and December and are effective the following trading day.
Corporate actions (including initial public offerings, mergers
and takeovers, spin-offs, delistings and bankruptcies) that affect the STOXX Europe 600® Index composition are reviewed.
Any changes are announced, implemented and effective in line with the type of corporate action and the magnitude of the effect.
The free-float factors for each component stock used to calculate
the STOXX Europe 600® Index, as described below, are reviewed, calculated and implemented on a quarterly basis and
are fixed until the next quarterly review.
Computation of the SXXP Index
The Index is calculated with the “Laspeyres formula,”
which measures the aggregate price changes in the component stocks against a fixed base quantity weight. The formula for calculating
the value of the Index at any time can be expressed as follows:
|
Index value
|
=
|
free float market capitalization of the
Index
divisor
|
The “free float market capitalization of the Index”
is equal to the sum of the products of the price, number of shares, the free float factor and the weighting cap factor for each
component stock as of the time the Index is being calculated.
The free float factors and outstanding number of shares used
to calculate the Index are reviewed, calculated and implemented on a quarterly basis and are fixed until the next quarterly review.
Extraordinary adjustments may occur due to certain corporate actions. The timing of such adjustments depends on the magnitude of
the change.
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
The Index is also subject to a divisor, which is adjusted to
maintain the continuity of index values despite changes due to corporate actions. All corporate actions and dividends are implemented
at the effective date (ex-date); i.e., with corporate actions where cash or other corporate assets are distributed to shareholders,
the price of the stock will drop on the ex-date. The following is a summary of the adjustments to any component stock made for
corporate actions and the effect of such adjustment on the divisor, where shareholders of the component stock will receive “B”
number of shares for every “A” share held (where applicable). If the new shares have a dividend disadvantage —i.e.,
the new shares have a different dividend from that paid on the old shares — the price for these new shares will be adjusted
according to the gross dividend amount. The divisor may increase, decrease or be held constant.
|
DIVISOR:
|
Decreases
|
A) Special Cash dividend
adjusted price = closing price − announced dividend
* (1 − withholding tax if applicable)
|
|
DIVISOR:
|
Constant
|
B) Split and Reverse Split
adjusted price = closing price * A / B
new number of shares = old number of shares * B / A
|
|
DIVISOR:
|
Increases
|
C) Rights Offering
If the subscription price is not available or equal to or greater
than the closing price on the day before the effective date, then no adjustment is made.
In case the share increase is larger or equal to 200% (B / A
≥ 2) the adjustment of the shares and weight factors are delayed until the new shares are listed.
adjusted price = (closing price * A + subscription
price * B) / (A + B)
new number of shares = old number of shares * (A + B) / A
|
|
DIVISOR:
|
Constant
|
D) Stock Dividend
adjusted price = closing price * A / (A + B)
new number of shares = old number of shares * (A + B) / A
|
|
|
Decreases
|
E) Stock Dividend (from treasury stock)
If treated as regular cash dividend, not adjusted.
If treated as extraordinary dividend:
adjusted price = closing price – closing price * B / (A
+ B)
|
|
DIVISOR:
|
Decreases
|
F) Stock Dividend of Another Company Security
adjusted price = (closing price * A − price of the
different company security * B) / A
|
|
DIVISOR:
|
Decreases
|
G) Return of Capital and Share Consolidation
adjusted price = (closing price − capital return announced
by company *
(1 − withholding tax)) * A / B
new number of shares = old number of shares * B / A
|
|
DIVISOR:
|
Decreases
|
H) Repurchase of Shares/Self-Tender
adjusted price = ((price before tender * old number of shares)
− (tender price * number of tendered shares)) / (old number of shares − number of tendered shares)
new number of shares = old number of shares − number
of tendered shares
|
|
DIVISOR:
|
Decreases
|
I) Spin-off
adjusted price = (closing price * A − price of spun-off
shares * B) / A
|
|
DIVISOR:
|
|
J) Combination Stock Distribution (Dividend or Split) and
Rights Offering
Shareholders receive “B” new shares from the distribution
and “C” new shares from the rights offering for every “A” shares held:
|
|
|
Increases
|
● If rights are applicable after stock distribution
(one action applicable to other)
adjusted price = [closing price * A + subscription
price * C * (1 + B / A)] / [(A + B) * (1 + C / A)]
new number of shares = old number of shares * [(A + B) *
(1 + C / A)] / A
|
|
|
Increases
|
● If stock distribution is applicable after rights (one
action applicable to other)
adjusted price = [closing price * A + subscription
price * C] / [(A + C) * (1 + B / A)]
new number of shares = old number of shares * [(A + C) *
(1 + B / A)]
|
Morgan Stanley Finance LLC
Equity-Linked Partial Principal at Risk Securities due May 4, 2023
Based on the Performance of the STOXX® Europe 600 Index
|
DIVISOR:
|
Increases
|
● Stock distribution and rights (neither
action is applicable to the other)
adjusted price = [closing price * A + subscription
price * C] / [A + B + C]
new number of shares = old number of shares * [A + B + C]
/ A
|
|
|
|
K) Addition/Deletion of a Company
No price adjustments are made. The net change in market capitalization
determines the divisor adjustment.
|
|
|
|
L) Free float and Share Changes
|
|
No price adjustments are made. The net change in market capitalization determines the divisor adjustment.
|
The securities are not sponsored, endorsed, sold or promoted
by STOXX Limited. STOXX Limited makes no representation or warranty, express or implied, to the owners of the securities or any
member of the public regarding the advisability of investing in securities generally or in the securities particularly. The STOXX®
Europe 600 Index is determined, composed and calculated by STOXX Limited without regard to Morgan Stanley or the securities. STOXX
Limited has no obligation to take the needs of Morgan Stanley or the owners of the securities into consideration in determining,
composing or calculating the STOXX® Europe 600 Index. STOXX Limited is not responsible for and has not participated
in the determination of the timing of, prices at, or quantities of the securities to be issued or in the determination or calculation
of the equation by which the securities are to be converted into cash. STOXX Limited has no obligation or liability in connection
with the administration, marketing or trading of the securities.
STOXX LIMITED DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS
OF THE STOXX® EUROPE 600 INDEX OR ANY DATA INCLUDED THEREIN AND STOXX LIMITED SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. STOXX LIMITED MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED
BY MORGAN STANLEY, OWNERS OF THE SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE STOXX® EUROPE 600
INDEX OR ANY DATA INCLUDED THEREIN. STOXX LIMITED MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE STOXX® EUROPE 600
INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL STOXX LIMITED HAVE ANY
LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY
THEREOF.
“STOXX® Europe 600 Index” and “STOXX®”
are registered trademarks of STOXX Limited. The securities are not sponsored, endorsed, sold or promoted by STOXX Limited,
and STOXX Limited makes no representation regarding the advisability of investing in the securities.
Morgan Stanley Depository Shares Representing 1/1000TH Preferred Series 1 Fixed TO Floating Non (Cum) (NYSE:MSPI)
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From Jun 2024 to Jul 2024
Morgan Stanley Depository Shares Representing 1/1000TH Preferred Series 1 Fixed TO Floating Non (Cum) (NYSE:MSPI)
Historical Stock Chart
From Jul 2023 to Jul 2024
