Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
October 01 2019 - 6:05AM
Edgar (US Regulatory)
Morgan
Stanley
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Free Writing Prospectus to Preliminary Terms No. 2,614
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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 SPX Buffered Participation Securities
This document provides a summary of the terms of the Buffered
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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Underlying:
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S&P
500® Index (SPX)
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Participation rate:
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At least 100%
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Buffer amount:
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28% of principal (72% maximum loss)1
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Pricing date:
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October 31, 2019
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Valuation date:
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October 31, 2024
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Maturity date:
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November 5, 2024
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CUSIP:
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61769HYK5
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Preliminary terms:
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https://www.sec.gov/Archives/edgar/data/895421/0000950103190
13098/dp113572_fwp-ps2614.htm
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1All payments are subject to our credit risk
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Hypothetical Payout at Maturity1
Change in Underlying
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Return on Buffered Securities
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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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10%*
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0%
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0%
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-10%
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0%
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-20%
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0%
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-28%
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0%
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-30%
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-2%
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-40%
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-12%
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-50%
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-22%
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-60%
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-32%
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-70%
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-42%
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-80%
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-52%
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-90%
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-62%
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-100%
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-72%
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*Assumes a participation rate of 100%
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The issuer has filed a registration
statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information
about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus
if you request it by calling toll-free 1-800-584-6837.
Underlying Index
For more information about the underlying index, including historical
performance information, see the accompanying preliminary terms.
Risk Considerations
The risks set forth below are discussed in more detail in the
“Risk Factors” section in the accompanying preliminary terms. Please review those risk factors carefully prior to making
an investment decision.
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·
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Buffered Securities do not
pay interest and provide a minimum payment at maturity of only 28% of your principal.
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·
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The market price of the Buffered
Securities will be influenced by many unpredictable factors.
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·
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The Buffered 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 Buffered Securities.
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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 estimated value of the
Buffered Securities is approximately $964.50 per Buffered 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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The amount payable on the
Buffered Securities is not linked to the value of the underlying index at any time other than the valuation date.
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·
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Investing in the Buffered
Securities is not equivalent to investing in the underlying index.
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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 Buffered Securities in the original issue price reduce the economic terms of the Buffered Securities, cause the
estimated value of the Buffered Securities to be less than the original issue price and will adversely affect secondary market
prices.
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·
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Adjustments to the underlying
index could adversely affect the value of the Buffered Securities.
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·
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The Buffered Securities will
not be listed on any securities exchange and secondary trading may be limited.
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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 Buffered Securities.
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·
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Hedging and trading activity
by our affiliates could potentially adversely affect the value of the Buffered Securities.
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·
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The U.S. federal income tax
consequences of an investment in the Buffered 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 Buffered 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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