Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
October 01 2019 - 6:03AM
Edgar (US Regulatory)
Morgan Stanley
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Free Writing Prospectus to Preliminary Terms No. 2,629
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Registration Statement Nos. 333-221595; 333-221595-01
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Dated September 30, 2019; Filed pursuant to Rule 433
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5-Year Worst-of INDU and RTY Enhanced Buffered Jump 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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Dow
Jones Industrial AverageSM (INDU) and Russell 2000® Index (RTY)
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Upside payment:
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At least 20% of principal
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Buffer amount:
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20% of principal (80% maximum loss)1
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Pricing date:
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October 28, 2019
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Valuation date:
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October 28, 2024
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Maturity date:
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October 31, 2024
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CUSIP:
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61769HYJ8
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Preliminary Terms:
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https://www.sec.gov/Archives/edgar/data/895421/000095010319
013193/dp113585_fwp-ps2629.htm
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1All payments are subject to our credit risk
Hypothetical Payout at Maturity1
Change in Worst Performing Underlying
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Return on Securities
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+60%
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+60%
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+50%
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+50%
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+40%
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+40%
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+30%
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+30%
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+20%
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+20%
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+10%
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+20%
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0%
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+20%
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-10%
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+20%
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-20%
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+20%
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-30%
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-10%
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-40%
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-20%
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-50%
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-30%
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-60%
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-40%
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-70%
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-50%
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-80%
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-60%
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1The graph and table assume an upside payment of 20% of principal
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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 pay
interest and provide for the minimum payment at maturity of only 20% of your principal.
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You are exposed to the price
risk of both underlying indices.
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Because the securities are
linked to the performance of the worst performing underlying index, you are exposed to greater risk of sustaining a loss on your
investment than if the securities were linked to just one underlying index.
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·
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The amount payable on the
securities is not linked to the values of the underlying indices at any time other than the valuation date.
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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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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.
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The market price of the securities
may be influenced by many unpredictable factors.
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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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The estimated value of the
securities is $930.30 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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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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Investing in the securities
is not equivalent to investing in the underlying indices.
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Adjustments to the underlying
indices could adversely 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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Hedging and trading activity
by our affiliates could potentially 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 terms under the caption “Additional Information About the Securities– Tax considerations” concerning
the U.S. federal income tax consequences of an investment in the Buffered Securities, and you should consult your tax adviser.
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