Free
Writing Prospectus Registration Statement Nos. 333-221595; 333-221595-01
STRUCTURED
INVESTMENTS
Dated
October 3, 2019 Filed pursuant to Rule 433
PLUSSM
Principal
at Risk Securities
Overview:
Performance Leveraged Upside SecuritiesSM (PLUSSM) allow investors to express a moderately bullish view
on one or more underlying assets by providing leveraged upside exposure, subject to a maximum payment at maturity, with full downside
exposure. PLUSSM may be appropriate for investors who seek a return based on the underlier and who are willing to risk
their principal and forgo current . income and upside above the maximum payment at maturity in exchange for the leverage feature,
which applies for a limited stated range of upside performance of the underlier. If the underlier declines in value, investors
will lose 1% for every 1% decline. Investors may lose their entire initial investment in the PLUSSM. All payments are
subject to the credit risk of the issuer (and the guarantor, if applicable). The estimated value of the PLUSSM will
be set forth in the offering documents.
Hypothetical
Sample Terms
MATURITY
15 months LEVERAGE FACTOR 300% (applicable only if the final value of the underlier is greater than the initial value of the underlier)
MAXIMUM PAYMENT AT MATURITY 115% of the stated principal amount BUFFER None MINIMUM PAYMENT AT MATURITY None (investors could
lose their entire initial investment in the PLUSSM) INTEREST None
The
example below is based on the hypothetical terms above in order to illustrate how a PLUSSM might work. It does not
reflect any actual terms or all of the terms that will be specified in the offering documents for an offering, and it does not
cover all possible scenarios. See “Selected Risk Considerations” below. At maturity, if the underlier has appreciated,
investors will receive the stated principal amount of their investment plus leveraged upside performance of the underlier, subject
to the maximum payment at maturity. However, if the underlier has declined, investors will lose 1% for every 1% decline in the
value of the underlier over the term of the PLUSSM. Investing in PLUSSM is not equivalent to investing in
the underlier. It is possible that an investment in the PLUSSM will underperform a direct investment in the underlier.
Hypothetical
Payoff Profile Hypothetical Returns at Maturity
Underlier
Price Return PLUSSM Return Payment at Maturity +20% +15% Maximum Payment at Maturity is Payable, PLUSSM
Underperform Underlier* +10% +15% Maximum Payment at Maturity is Payable, PLUSSM Outperform Underlier* +3% +9% 3x Leveraged
Upside Participation 0% 0% The PLUSSM redeem for the stated principal amount -20% -20% The PLUSSM redeem
for less than the stated principal amount by an amount proportionate to the decline in the value of the underlier over the term
of the PLUSSM -40% -40% The PLUSSM redeem for less than the stated principal amount by an amount proportionate
to the decline in the value of the underlier over the term of the PLUSSM
*
Excluding dividends. This example is for hypothetical purposes only and does not cover the complete range of possible payouts
at maturity.
This
material was not prepared by the Morgan Stanley Research Department. Please refer to important information and qualifications
at the end of this material.
Selected
Risk Considerations:
The
following is a non-exhaustive list of selected risk considerations for investors in PLUS. For further discussion of these and
other risks, you should read the section/s entitled “Risk Factors” in the offering documents for the offering. We
also urge you to consult your investment, legal, tax, accounting and other advisors in connection with your investment in PLUS.
•PLUS
do not pay interest and will either not provide a minimum payment at maturity or only provide a minimum payment at maturity of
a portion of your principal.
•The
appreciation potential of the PLUS may be limited by the maximum payment at maturity.
•The
issuer might not be the parent company of a group, but might instead be a subsidiary whose PLUS are guaranteed by its parent company,
in which case you should understand the guarantee, the potential remedies available to you against the issuer and the guarantor
and the potential claims (including their ranking) and recoveries available to you against the issuer and the guarantor in a bankruptcy,
resolution or similar proceeding.
•The
market price of the PLUS will be influenced by many unpredictable factors.
•PLUS
are subject to the credit risk of the issuer (and the guarantor, if applicable), and any actual or anticipated changes to its
credit ratings or credit spreads may adversely affect the market value of the PLUS.
•The
amount payable on the PLUS is not linked to the value of the underlier at any time other than the valuation date(s).
•Investing
in the PLUS is not equivalent to investing in the underlier.
•The
rate the issuer is willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate
implied by the issuer’s (or the guarantor’s, if applicable) secondary market credit spreads and advantageous to it.
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.
•Adjustments
to the underlier could adversely affect the value of the PLUS.
•The
estimated value of the PLUS is determined by reference to pricing and valuation models of the issuer or an affiliate of the issuer,
which may differ from those of other dealers and is not a maximum or minimum secondary market price.
•The
PLUS will not be listed on any securities exchange and secondary trading may be limited.
•The
calculation agent, which may be an affiliate of the issuer, will make determinations with respect to the PLUS. Hedging and trading
activity by the issuer’s affiliates could potentially adversely affect the value of the PLUS.
Important
Information and Qualifications
The
information provided herein was prepared by sales, trading, or other non-research personnel of one of the following: Morgan Stanley
& Co. LLC, Morgan Stanley & Co. International PLC, Morgan Stanley MUFG Securities Co., Ltd, Morgan Stanley Capital Group Inc.
and/or Morgan Stanley Asia Limited (together with their affiliates, hereinafter “Morgan Stanley”), but is not a product
of the Morgan Stanley Research Department. This communication is a marketing communication and is not a research report, though
it may refer to a Morgan Stanley Research report or the views of a Morgan Stanley research analyst. We are not commenting on the
fundamentals of any companies mentioned. Unless indicated, all views expressed herein are the views of the author and may differ
from or conflict with those of the Morgan Stanley Research or others in the Firm.
An
investment in Structured Investments may not be suitable for all investors. These investments involve substantial risks. The appropriateness
of a particular investment or strategy will depend on an investor’s individual circumstances and objectives. This material
does not provide individually tailored investment advice nor does it offer tax, regulatory, accounting or legal advice.
Hypothetical
performance results have inherent limitations. There are frequently sharp differences between hypothetical and actual performance
results subsequently achieved by any particular trading strategy. Hypothetical performance results do not represent actual trading
and are generally designed with the benefit of hindsight. They cannot account for all factors associated with risk, including
the impact of financial risk in actual trading or the ability to withstand losses or to adhere to a particular trading strategy
in the face of trading losses. There are numerous other factors related to the markets in general or to the implementation of
any specific trading strategy that cannot be fully accounted for in the preparation of hypothetical performance results and all
of which can adversely affect actual trading results. Any estimates and projections (including in tabular form) given in this
communication are intended to be forward-looking statements. Although Morgan Stanley believes that the expectations in such forward-looking
statement are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such estimates
are subject to actual known and unknown risks, uncertainties and other factors that could cause actual results to differ materially
from those projected. These forward-looking statements speak only as of the date of this communication. Morgan Stanley expressly
disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change
in its expectations or any change in circumstances upon which such statement is based. Prior to entering into any proposed transaction,
recipients should determine, in consultation with their own investment, legal, tax, regulatory and accounting advisors, the economic
risks and merits, as well as the legal, tax, regulatory and accounting characteristics and consequences, of the transaction.
Each
relevant issuer has separately filed a registration statement (including a prospectus), and will file a pricing supplement, with
the SEC for any offering to which this communication relates. Before you invest in any offering, you should read the prospectus
in that registration statement, the applicable pricing supplement and other documents such issuer has filed with the SEC for more
complete information about that issuer and that offering. You may get these documents free of charge by visiting EDGAR on the
SEC website at www.sec.gov. Alternatively, Morgan Stanley, any underwriter or any dealer participating in any offering will arrange
to send you the prospectus if you request it by calling toll-free 1-800-584-6837.
“PLUSSM”
is a service mark of Morgan Stanley.
©
2019 Morgan Stanley 10/2019
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