Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
October 01 2019 - 6:08AM
Edgar (US Regulatory)
Morgan Stanley
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Preliminary Terms No. 2,630
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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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6-Year SPX PLUS
This document provides a summary of the terms of the PLUS.
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.
Hypothetical Payout at Maturity1
Change in Underlying
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Return on PLUS
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+50%
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+51.50%*
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+40%
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+41.20%*
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+30%
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+30.90%*
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+20%
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+20.60%*
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+10%
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+10.30%*
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0%
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0%
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-10%
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-5%
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-20%
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-10%
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-30%
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-15%
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-40%
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-20%
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-60%
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-30%
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-80%
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-40%
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-100%
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-50%
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*Assumes an upside leverage factor of 103%
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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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The PLUS do not pay interest
and provide a minimum payment at maturity of only 50% of your principal.
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The market price of the PLUS
will be influenced by many unpredictable factors.
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The PLUS 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 PLUS.
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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
PLUS is approximately $932.10 per PLUS, 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 amount payable on the
PLUS is not linked to the value of the underlying index at any time other than the valuation date.
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Investing in the PLUS is
not equivalent to investing in the underlying index.
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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 PLUS in the original issue price reduce the economic terms of the PLUS, cause the estimated value of the PLUS to
be less than the original issue price and will adversely affect secondary market prices.
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Adjustments to the underlying
index could adversely affect the value of the PLUS.
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The PLUS will not be listed
on any securities exchange and secondary trading may be limited.
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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 PLUS.
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Hedging and trading activity
by our affiliates could potentially adversely affect the value of the PLUS.
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The U.S. federal income tax
consequences of an investment in the PLUS 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 PLUS– Tax considerations” concerning the
U.S. federal income tax consequences of an investment in the PLUS, and you should consult your tax adviser
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