CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities Offered
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Maximum Aggregate Offering Price
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Amount of Registration Fee
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Enhanced Buffered Jump Securities due 2022
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$785,000
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$101.89
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October 2019
Pricing Supplement No. 2,689
Registration Statement Nos.
333-221595; 333-221595-01
Dated October 18, 2019
Filed pursuant to Rule 424(b)(2)
Morgan
Stanley Finance LLC
Structured
Investments
Opportunities in U.S. Equities
Enhanced Buffered Jump Securities Based on the
Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF
and the MSCI EAFE® Index due October 25, 2022
Fully and Unconditionally Guaranteed by Morgan
Stanley
Principal at Risk Securities
The Enhanced Buffered Jump 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 have the terms described in the accompanying product supplement for Jump Securities,
index supplement and prospectus, as supplemented and modified by this document. The securities pay no interest and will
instead pay an amount in cash at maturity that may be greater than or less than the stated principal amount, depending on the closing
level of each underlying on the valuation date. If the final level of each underlying is greater than
or equal to 75% of its respective initial level, which we refer to as the respective downside threshold value, you will receive
the stated principal amount for each security that you hold at maturity plus the upside payment of $320 per security. However,
if the final level of either underlying is less than its respective downside threshold value, you will be exposed
to the decline in the level of the worst performing underlying beyond the buffer amount of 25%, and you will lose some or a significant
portion of your initial investment. The payment at maturity may be significantly less than the stated principal amount,
and you could lose up to 75% of your investment. Because the payment at maturity on the securities is based on the
worst performing of the underlyings, a decline in either final level below 75% of its respective initial level will result in a
loss on your investment, even if the other underlying has appreciated or has not declined as much. The securities are for investors
who seek an equity-based return and who are willing to risk their principal, risk exposure to the worst performing of two underlyings
and forgo current income and returns above the fixed upside payment in exchange for the upside payment and buffer features that
in each case apply to a limited range of performance of the worst performing underlying. The securities are notes issued
as part of MSFL’s Series A Global Medium-Term Notes Program.
All payments are subject to our credit risk. If
we default on our obligations, you could lose some or all of your investment. These securities are not secured obligations
and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.
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FINAL TERMS
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Issuer:
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Morgan Stanley Finance LLC
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Guarantor:
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Morgan Stanley
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Issue price:
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$1,000 per security
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Stated principal amount:
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$1,000 per security
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Pricing date:
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October 18, 2019
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Original issue date:
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October 25, 2019 (5 business days after the pricing date)
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Maturity date:
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October 25, 2022
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Aggregate principal amount:
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$785,000
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Interest:
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None
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Underlyings:
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The SPDR® S&P® Oil & Gas Exploration & Production ETF (the “XOP Shares”) and the MSCI EAFE® Index (the “MXEA Index”)
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Payment at maturity:
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·
If the final level of each underlying
is greater than or equal to its respective downside threshold value:
$1,000 + the upside payment
·
If the final level of either underlying
is less than its respective downside threshold value, meaning the value of either underlying has declined by more
than the buffer amount of 25% from its respective initial level to its respective final level:
$1,000 + $[1,000 × (underlying percent change
of the worst performing underlying + 25%)]
Because the underlying percent change of the worst
performing underlying will be less than -25% in this scenario, the payment at maturity will be less, and potentially significantly
less, than the stated principal amount of $1,000.
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Upside payment:
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$320 per security (32% of the stated principal amount)
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Underlying percent change:
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With respect to each underlying, (final level - initial level) / initial level
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Worst performing underlying:
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The underlying that has declined the most, meaning that it has the lesser underlying percent change
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Initial level:
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With respect to the XOP Shares, $20.56, which is the closing
level of such underlying on the pricing date
With respect to the MXEA Index, 1,920.09, which is the
closing level of such underlying on the pricing date
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Downside threshold value:
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With respect to the XOP Shares, $15.42, which is 75% of the initial
level for such underlying
With respect to the MXEA Index, 1,440.068, which is
approximately 75% of the initial level for such underlying
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Final level:
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With respect to each underlying, the closing level of such underlying on the valuation date
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Closing level:
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With respect to the XOP Shares, on any trading day, the closing
price of one XOP Share on such day times the adjustment factor on such day
With respect to the MXEA Index, on any index business
day, the index closing value of such underlying on such day
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Valuation date:
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October 18, 2022, subject to postponement for non-index business days and certain market disruption events
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Buffer amount:
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25%
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Minimum payment at maturity:
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$250 per security
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Adjustment factor:
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With respect to the XOP Shares, 1.0, subject to adjustment in the event of certain events affecting the XOP Shares
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CUSIP / ISIN:
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61769HZL2 / US61769HZL22
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Listing:
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The securities will not be listed on any securities exchange.
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Agent:
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Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.”
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Estimated value on the pricing date:
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$991.60 per security. See “Investment Summary” on page 2.
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Commissions and issue price:
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Price to public
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Agent’s commissions(1)
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Proceeds to us(2)
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Per security
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$1,000
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$0
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$1,000
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Total
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$785,000
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$0
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$785,000
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(1) Selected dealers and their financial advisors will receive
a structuring fee of $4 per security from the agent or its affiliates. MS & Co. will not receive a sales commission with respect
to the securities. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional
information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
(2) See “Use of proceeds and hedging” on page
19.
The securities involve risks not associated with an investment
in ordinary debt securities. See “Risk Factors” beginning on page 7.
The Securities and Exchange Commission and state securities
regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement,
index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The securities are not deposits or savings accounts and are
not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations
of, or guaranteed by, a bank.
You should read this document together with the related product
supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see
“Additional Terms of the Securities” and “Additional Information About the Securities” at the end of this
document.
References to “we,” “us” and “our”
refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.
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Morgan Stanley Finance LLC
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Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
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Investment Summary
Principal at Risk Securities
The Enhanced Buffered Jump Securities Based on the Value of the
Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI
EAFE® Index due October 25, 2022 (the “securities”) can be used:
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§
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As an alternative to direct exposure to the underlyings
that provides a fixed return of 32% if the final level of each underlying is greater than or equal to its respective downside
threshold value;
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§
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To enhance returns and potentially outperform the
worst performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI
EAFE® Index in a moderately bullish or moderately bearish scenario;
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§
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To obtain a buffer against a specified level of negative
performance in the worst performing underlying.
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The securities are exposed on a 1-to-1 basis to the percentage
decline of the final level of the worst performing underlying from its respective initial level beyond the buffer amount of 25%.
Accordingly, 75% of your principal is at risk.
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Maturity:
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3 years
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Upside payment:
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$320 per security (32% of the stated principal amount), payable only if the final level of each underlying is greater than or equal to its respective downside threshold value.
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Buffer amount:
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25%
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Minimum payment at maturity:
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$250 per security. You could lose up to 75% of the stated principal amount of the securities.
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Interest:
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None
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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 is less than $1,000. We estimate that the value of each security
on the pricing date is $991.60.
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 underlyings. The
estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating
to the underlyings, instruments based on the underlyings, 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 upside payment, the buffer amount and the downside threshold values, 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 underlyings, 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,
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Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
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 underlyings, 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.
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Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
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Key Investment Rationale
The securities provide a return based on the performance of the
worst performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI
EAFE® Index. If the final level of each underlying, as determined on the valuation date, is greater than
or equal to its respective downside threshold value, you will receive the stated principal amount for each security that you hold
at maturity plus the upside payment of $320 per security. However, if the final level of either underlying is less than
its respective downside threshold value, the payment due at maturity will be less, and possibly significantly less, than the
stated principal amount of the securities. You could lose up to 75% of the stated principal amount of the securities.
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Upside Scenario
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If the final level of each underlying is greater than or equal to its respective downside threshold value, the payment at maturity for each security will be equal to $1,000 plus the upside payment of $320.
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Downside Scenario
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If the final level of either underlying is less
than its respective downside threshold value, you will lose 1% for every 1% decline in the value of the worst performing
underlying from its initial level beyond the buffer amount of 25% (e.g., a 50% depreciation in the worst performing underlying
from the respective initial level to the respective final level will result in a payment at maturity of $750 per security).
Because the payment at maturity of the securities is based on
the worst performing of the underlyings, a decline in either underlying below its respective downside threshold value will result
in a loss on your investment, even if the other underlying has appreciated or has not declined as much. You could lose
up to 75% of your investment.
|
|
Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
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Hypothetical Examples
The following hypothetical examples illustrate how to calculate
the payment at maturity on the securities. The following examples are for illustrative purposes only. The payment at
maturity on the securities is subject to our credit risk. The below examples are based on the following terms. The actual
upside payment, initial levels and downside threshold values are set forth on the cover of this document.
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Stated Principal Amount:
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$1,000 per security
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Hypothetical Initial Level:
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With respect to the XOP Shares: $30.00
With respect to the MXEA Index: 2,000
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Hypothetical Downside Threshold Value:
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With respect to the XOP Shares: $22.50, which is 75% of its hypothetical
initial level
With respect to the MXEA Index: 1,500, which is 75% of its hypothetical
initial level
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Upside Payment:
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$320 (32% of the stated principal amount)
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Buffer Amount:
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25%
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Minimum Payment at Maturity:
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$250 per security
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Interest:
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None
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EXAMPLE 1: Both underlyings appreciate substantially, and
investors therefore receive the stated principal amount plus the upside payment.
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Final level
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XOP Shares: $54.00
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MXEA Index: 3,800
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Percent change
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XOP Shares: ($54.00 – $30.00) / $30.00 = 80%
MXEA Index: (3,800 – 2,000) / 2,000 = 90%
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Payment at maturity
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=
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$1,000 + upside payment
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=
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$1,000 + $320
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=
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$1,320
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In example 1, the final level for the XOP Shares has increased
from its initial level by 80%, and the final level for the MXEA Index has increased from its initial level by 90%. Because
the final level of each underlying is above its respective downside threshold value, investors receive at maturity the stated principal
amount plus the upside payment of $320. Investors receive $1,320 per security at maturity and do not participate
in the appreciation of either underlying. Although both underlyings have appreciated substantially, the return on the
securities is limited to the stated principal amount plus the hypothetical fixed upside payment of $320.
EXAMPLE 2: The final levels of both underlyings are
at or above their respective downside threshold values, and investors therefore receive the stated principal amount plus
the upside payment.
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Final level
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XOP Shares: $27.00
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MXEA Index: 1,780
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Percent change
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XOP Shares: ($27.00 – $30.00) / $30.00 = -10%
MXEA Index: (1,780 – 2,000) / 2,000 = -11%
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Payment at maturity
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=
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$1,000 + upside payment
|
|
|
=
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$1,000 + $320
|
|
|
=
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$1,320
|
|
|
|
|
|
Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
In example 2, the final level for the XOP Shares has decreased
from its initial level by 10%, and the final level for the MXEA Index has decreased from its initial level by 11%. Because
the final level of each underlying is above its respective downside threshold value, investors receive at maturity the stated principal
amount plus the fixed upside payment of $320. Although both underlyings have depreciated, investors receive $1,320
per security at maturity.
EXAMPLE 3: The final level of one of the underlyings
is less than its respective downside threshold value. Investors are therefore exposed to the negative performance of the worst
performing underlying, and lose 1% for every 1% decline beyond the buffer amount of 25%.
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Final level
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XOP Shares: $36.00
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|
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MXEA Index: 1,200
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Percent change
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XOP Shares: ($36.00 – $30.00) / $30.00 = 20%
MXEA Index: (1,200 – 2,000) / 2,000 = -40%
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Payment at maturity
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=
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$1,000 + [$1,000 × (percent change of the worst performing underlying + 25%)]
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=
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$1,000 + [$1,000 × (-40% + 25%)]
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=
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$850
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|
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In example 3, the final level for the XOP Shares has increased
from its initial level by 20%, and the final level for the MXEA Index has decreased from its initial level by 40%. Because
one of the underlyings has declined below its respective downside threshold value, investors do not receive the upside payment
and are exposed to the negative performance of the MXEA Index, which is the worst performing underlying in this example. Under
these circumstances, investors lose 1% for every 1% decline in the value of the worst performing underlying beyond the buffer amount
of 25%. In this example, investors receive a payment at maturity equal to $850 per security, resulting in a loss of
15%.
EXAMPLE 4: The final levels of both underlyings are
less than their respective downside threshold values. Investors are therefore exposed to the negative performance of the worst
performing underlying, and will lose 1% for every 1% decline beyond the buffer amount of 25%.
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Final level
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XOP Shares: $6.00
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|
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MXEA Index: 800
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Percent change
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XOP Shares: ($6.00 – $30.00) / $30.00 = -80%
MXEA Index: (800 – 2,000) / 2,000 = -60%
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Payment at maturity
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=
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$1,000 + [$1,000 × (percent change of the worst performing underlying + 25%)]
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|
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=
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$1,000 + [$1,000 × (-80% + 25%)]
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=
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$450
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In example 4, the final level for the XOP Shares has decreased
from its initial level by 80%, and the final level for the MXEA Index has decreased from its initial level by 60%. Because
one or more underlyings have declined below their respective downside threshold values, investors do not receive the upside payment
and are exposed to the negative performance of the XOP Shares, which is the worst performing underlying in this example. Under
these circumstances, investors lose 1% for every 1% decline in the value of the worst performing underlying beyond the buffer amount
of 25%. In this example, investors receive a payment at maturity equal to $450 per security, resulting in a loss of 55%.
Because the payment at maturity of the securities is based
on the worst performing of the underlyings, a decline in the final level of either underlying to below its respective downside
threshold value will result in a loss of some or a significant portion of your investment, even if the other underlying has appreciated
or has not declined as much. You could lose up to 75% of your investment in the securities.
|
Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
Risk Factors
The following is a non-exhaustive 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, index supplement and prospectus. You should
also consult with your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.
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|
§
|
The securities do not pay interest and provide
for the minimum payment at maturity of only 25% of your principal. The terms of the securities differ from those
of ordinary debt securities in that the securities do not pay interest and provide for the minimum return of only 25% of the principal
amount at maturity. At maturity, you will receive for each $1,000 stated principal amount of securities that you hold
an amount in cash based upon the final level of each underlying. If the final level of either underlying is less
than 75% of its respective initial level, you will lose 1% of your principal for every 1% decline in the final level of the worst
performing underlying beyond the buffer amount of 25%. You could lose up to 75% of the stated principal amount of
the securities.
|
|
|
§
|
You are exposed to the price risk of both underlyings. Your
return on the securities is not linked to a basket consisting of both underlyings. Rather, it will be based upon the
independent performance of each underlying. Unlike an instrument with a return linked to a basket of underlying assets,
in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to
both underlyings. Poor performance by either underlying over the term of the securities will negatively affect your
return and will not be offset or mitigated by any positive performance by the other underlying. If the final level of
either underlying declines to below 75% of its respective initial level, you will be exposed to the negative performance of the
worst performing underlying at maturity, even if the other underlying has appreciated or has not declined as much. Accordingly,
your investment is subject to the price risk of both underlyings.
|
|
|
§
|
Because the securities are linked to the performance
of the worst performing underlying, you are exposed to greater risk of sustaining a loss on your investment than if the securities
were linked to just one underlying. The risk that you will suffer a loss on your investment is greater if you invest
in the securities as opposed to substantially similar securities that are linked to the performance of just one underlying. With
two underlyings, it is more likely that the final level of either underlying will decline to below its respective downside threshold
value than if the securities were linked to only one underlying. Therefore, it is more likely that you will suffer a
loss on your investment.
|
|
|
§
|
Appreciation potential is fixed and limited. Where
the final level of each underlying is greater than or equal to its respective downside threshold value, the appreciation potential
of the securities is limited to the fixed upside payment of $320 per security (32% of the stated principal amount), even if both
underlyings have appreciated substantially.
|
|
|
§
|
The amount payable on the securities is not linked
to the values of the underlyings at any time other than the valuation date. The final level of each underlying will be based
on the closing level of such underlying on the valuation date, subject to postponement for non-index business days and certain
market disruption events. Even if the values of both underlyings appreciate prior to the valuation date but the value of either
underlying drops by the valuation date, the payment at maturity may be less, and may be significantly less, than it would have
been had the payment at maturity been linked to the values of the underlyings prior to such drop. Although the actual values of
the underlyings on the stated maturity date or at other times during the term of the securities may be higher than their respective
final levels, the payment at maturity will be based solely on the closing levels on the valuation date.
|
|
|
§
|
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. Morgan Stanley & Co. LLC, which we refer to as 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. Since
|
|
Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
other broker-dealers may not 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.
|
|
§
|
Investing in the securities exposes investors to
risks associated with investments in securities with a concentration in the oil and gas exploration and production industry.
The stocks included in the S&P® Oil & Gas Exploration & Production Select Industry Index®
(the “share underlying index”) and that are generally tracked by the XOP Shares are stocks of companies whose primary
business is associated with the exploration and production of oil and gas. As a result, the value of the securities may be subject
to greater volatility and may be more adversely affected by a single economic, political or regulatory occurrence affecting this
industry than a different investment linked to securities of a more broadly diversified group of issuers or issuers in a less volatile
industry. The oil and gas industry is significantly affected by a number of factors that influence worldwide economic conditions
and oil and gas prices, such as natural disasters, supply disruptions, geopolitical events and other factors that may offset or
magnify each other, including:
|
|
|
§
|
worldwide and domestic supplies of, and demand for,
crude oil and natural gas;
|
|
|
§
|
the cost of exploring for, developing, producing,
refining and marketing crude oil and natural gas;
|
|
|
§
|
changes in weather patterns and climatic changes;
|
|
|
§
|
the ability of the members of Organization of Petroleum
Exporting Countries (OPEC) and other producing nations to agree to and maintain
production levels;
|
|
|
§
|
the worldwide military and political environment,
uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or further acts of terrorism
in the United States, or elsewhere;
|
|
|
§
|
the price and availability of alternative and competing
fuels;
|
|
|
§
|
domestic and foreign governmental regulations and
taxes;
|
|
|
§
|
employment levels and job growth; and
|
|
|
§
|
general economic conditions worldwide.
|
These or other factors or the absence of such factors
could cause a downturn in the oil and natural gas industries generally or regionally and could cause the value of some or all of
the component stocks included in the share underlying index to decline during the term of the securities.
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|
§
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The market price of the securities may 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:
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§
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the values of the underlyings at any time (including
in relation to their initial levels),
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§
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the volatility (frequency and magnitude of changes
in value) of the underlyings and of the stocks composing the share underlying index and the MXEA Index,
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§
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dividend rates on the securities underlying the share
underlying index and the MXEA Index,
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§
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interest and yield rates in the market,
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§
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geopolitical conditions and economic, financial, political,
regulatory or judicial events that affect the component stocks of the underlyings or securities markets generally and which may
affect the value of the underlyings,
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§
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the time remaining until the maturity of the securities,
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§
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the composition of the underlyings and changes in
the constituent stocks of the share underlying index and the MXEA Index,
|
|
Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
|
|
§
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the occurrence of certain events affecting the XOP
Shares that may or may not require an adjustment to the adjustment factor, and
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§
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any actual or anticipated changes in our credit ratings
or credit spreads.
|
Some or all of these factors will influence the price
you will receive if you sell your securities prior to maturity. In particular, you may have to sell your securities
at a substantial discount from the stated principal amount if at the time of sale the value of either underlying is near, at or
below its respective downside threshold value.
You cannot predict the future performance of the underlyings
based on their historical performance. If the final level of either underlying is less than 75% of its respective initial
level, you will be exposed on a 1-to-1 basis to the decline in the final level of the worst performing underlying beyond the buffer
amount. There can be no assurance that the final level of each underlying will be greater than or equal to 75% of its
respective initial level so that you will receive at maturity an amount that is greater than the $1,000 stated principal amount
for each security you hold, or that you will not lose some or a significant portion of your investment.
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§
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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. 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.
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§
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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.
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§
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There are risks associated with investments in
securities linked to the value of foreign equity securities. As the MSCI EAFE® Index is one of the
underlyings, 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.
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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
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,
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|
Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
including MS & Co., are 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 underlyings, 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.
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§
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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 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 notes in the secondary market (if any exists) at any time. The value of your securities
at any time after the date of this document 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 may be influenced
by many unpredictable factors” above.
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§
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Investing in the securities is not equivalent to
investing in the underlyings or the stocks composing the share underlying index or the MXEA Index. Investing in
the securities is not equivalent to investing in either underlying or the component stocks of the share underlying index or the
MXEA Index. 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 share underlying index or the MXEA Index.
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§
|
The antidilution adjustments the calculation agent
is required to make do not cover every event that could affect the XOP Shares. MS & Co., as calculation agent,
will adjust the adjustment factor for certain events affecting the XOP Shares. However, the calculation agent will not
make an adjustment for every event that could affect the XOP Shares. If an event occurs that does not require the calculation
agent to adjust the adjustment factor, the market price of the securities may be materially and adversely affected.
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|
§
|
Adjustments to the XOP Shares or the index tracked
by the XOP Shares could adversely affect the value of the securities. The investment adviser to the SPDR®
S&P® Oil & Gas Exploration & Production ETF, SSgA Funds Management, Inc. (the “Investment Adviser”),
seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P®
Oil & Gas Exploration & Production Select Industry Index®. Pursuant to its investment strategies or otherwise,
the Investment Adviser may add, delete or substitute the stocks composing SPDR® S&P® Oil &
Gas Exploration & Production ETF. Any of these actions could adversely affect the price of the XOP Shares and, consequently,
the value of the securities. MSCI Inc. (“MSCI”) is responsible for calculating and maintaining the S&P®
Oil & Gas Exploration & Production Select Industry Index®. MSCI may add, delete or substitute the stocks
constituting the S&P® Oil & Gas Exploration & Production Select Industry Index® or make
other methodological changes that could change the level of the S&P® Oil & Gas Exploration & Production
Select Industry Index®. MSCI may discontinue or suspend calculation or publication of the S&P®
Oil & Gas Exploration & Production Select Industry Index® at any time. In these circumstances, the calculation
agent will have the sole discretion to substitute a successor index that is comparable to the discontinued S&P®
Oil & Gas Exploration & Production Select Industry Index® and is permitted to consider indices that are
calculated and published by the calculation agent or any of its affiliates. Any of these actions could adversely affect the price
of the XOP Shares and, consequently, the value of the securities.
|
|
Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
|
|
§
|
Adjustments to the MXEA Index could adversely affect
the value of the securities. The publisher of the MXEA Index may add, delete or substitute the component stocks
of such underlying or make other methodological changes that could change the value of such underlying. Any of these
actions could adversely affect the value of the securities. The publisher of the MXEA Index may also discontinue or
suspend calculation or publication of such underlying 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, the payout on the securities at maturity will be an amount
based on the closing prices on the valuation date of the stocks underlying the relevant index at the time of such discontinuance,
without rebalancing or substitution, computed by the calculation agent in accordance with the formula for calculating such underlying
index last in effect prior to such discontinuance (depending also on the performance of the other underlying).
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§
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The performance and market price of the XOP Shares,
particularly during periods of market volatility, may not correlate with the performance of the S&P® Oil &
Gas Exploration & Production Select Industry Index®, the performance of the component securities of the S&P®
Oil & Gas Exploration & Production Select Industry Index® or the net asset value per share of the XOP Shares.
The XOP Shares do not fully replicate the S&P® Oil & Gas Exploration & Production Select Industry Index®
and may hold securities that are different than those included in the S&P® Oil & Gas Exploration & Production
Select Industry Index®. In addition, the performance of the XOP Shares will reflect additional transaction
costs and fees that are not included in the calculation of the S&P® Oil & Gas Exploration & Production
Select Industry Index®. All of these factors may lead to a lack of correlation between the performance
of XOP Shares and the S&P® Oil & Gas Exploration & Production Select Industry Index®. In
addition, corporate actions (such as mergers and spin-offs) with respect to the equity securities underlying the XOP Shares may
impact the variance between the performances of XOP Shares and the S&P® Oil & Gas Exploration & Production
Select Industry Index®. Finally, because the shares of the XOP Shares are traded on an exchange and are
subject to market supply and investor demand, the market price of one share of the XOP Shares may differ from the net asset value
per share of the XOP Shares.
|
In particular, during periods of market volatility,
or unusual trading activity, trading in the securities underlying the XOP Shares may be disrupted or limited, or such securities
may be unavailable in the secondary market. Under these circumstances, the liquidity of the XOP Shares may be adversely
affected, market participants may be unable to calculate accurately the net asset value per share of the XOP Shares, and their
ability to create and redeem shares of the XOP Shares may be disrupted. Under these circumstances, the market price of shares of
the XOP Shares may vary substantially from the net asset value per share of the XOP Shares or the level of the S&P®
Oil & Gas Exploration & Production Select Industry Index®.
For all of the foregoing reasons, the performance
of the XOP Shares may not correlate with the performance of the S&P® Oil & Gas Exploration & Production
Select Industry Index®, the performance of the component securities of the S&P® Oil & Gas
Exploration & Production Select Industry Index® or the net asset value per share of the XOP Shares. Any
of these events could materially and adversely affect the price of the shares of the XOP Shares and, therefore, the value of the
securities. Additionally, if market volatility or these events were to occur on the final observation date, the calculation
agent would maintain discretion to determine whether such market volatility or events have caused a market disruption event to
occur, and such determination may affect the payment at maturity of the securities. If the calculation agent determines
that no market disruption event has taken place, the payment at maturity would be based on the published closing price per share
of the XOP Shares on the final observation date, even if the XOP Shares’ shares are underperforming the S&P®
Oil & Gas Exploration & Production Select Industry Index® or the component securities of the S&P®
Oil & Gas Exploration & Production Select Industry Index® and/or trading below the net asset value per share
of the XOP Shares.
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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. has determined the initial levels and the downside threshold values and will determine the final levels and
the percent changes, if applicable, the payment that you will receive at maturity and whether to make any adjustments to the adjustment
factor. 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
|
|
Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
market disruption events and the selection of a successor
index or calculation of the closing levels in the event of a market disruption event or discontinuance of an underlying. These
potentially subjective determinations may adversely affect the payout to you at maturity. For further information regarding
these types of determinations, see “Description of Securities—Postponement of Valuation Date(s),” “—Discontinuance
of Any Underlying Index or Basket Index; Alteration of Method of Calculation,” “—Alternate Exchange Calculation
in case of an Event of Default” and “—Calculation Agent and Calculations” 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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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 have carried out, and will continue to carry out, hedging activities related to the securities (and to other instruments
linked to the underlyings or their component stocks), including trading in the stocks that constitute the underlyings as well as
in other instruments related to the underlyings. 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 valuation date approaches. Some of our affiliates also trade the stocks that constitute the underlyings and other
financial instruments related to the underlyings 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 have increased the initial level of an underlying,
and, therefore, could have increased the value at or above which such underlying must close on the valuation date so that you do
not suffer a loss on your initial investment in the securities (depending also on the performance of the other underlying). Additionally,
such hedging or trading activities during the term of the securities, including on the valuation date, could adversely affect the
value of either underlying on the valuation date, and, accordingly, the amount of cash an investor will receive at maturity (depending
also on the performance of the other underlying).
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§
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The U.S. federal income tax consequences of an
investment in the securities are uncertain. Please read the discussion under “Additional Information—Tax
considerations” in this document and the discussion under “United States Federal Taxation” in the accompanying
product supplement for Jump Securities (together, the “Tax Disclosure Sections”) concerning the U.S. federal income
tax consequences of an investment in the securities. If the Internal Revenue Service (the “IRS”) were successful
in asserting an alternative treatment, the timing and character of income on the securities might differ significantly from the
tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment, the IRS could seek to recharacterize
the securities as debt instruments. In that event, U.S. Holders would be required to accrue into income original issue discount
on the securities every year at a “comparable yield” determined at the time of issuance and recognize all income and
gain in respect of the securities as ordinary income. Additionally, as discussed under “United States Federal
Taxation—FATCA” in the accompanying product supplement for Jump Securities, the withholding rules commonly referred
to as “FATCA” would apply to the securities if they were recharacterized as debt instruments. 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 “FDAP income,”
as defined in the accompanying product supplement for Jump Securities). The risk that financial instruments providing
for buffers, triggers or similar downside protection features, such as the securities, would be recharacterized as debt is greater
than the risk of recharacterization for comparable financial instruments that do not have such features. We do not plan
to request a ruling from the IRS regarding the tax treatment of the securities, and the IRS or a court may not agree with the tax
treatment described in the Tax Disclosure Sections.
|
In 2007, the U.S. Treasury Department and the IRS
released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar
instruments. The notice focuses in particular on whether to require holders of these instruments to accrue income over
the term of their investment. It also asks for comments on a number of related topics, including the character of income
or loss with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance
of factors such as the exchange-traded status of the instruments and the nature of the underlying property to which the instruments
are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject
to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” rule, which
very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated
after consideration of these
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Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
issues could materially and adversely affect the tax
consequences of an investment in the securities, possibly with retroactive effect. Both U.S. and Non-U.S. Holders should
consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities, including possible
alternative treatments, the issues presented by this notice and any tax consequences arising under the laws of any state, local
or non-U.S. taxing jurisdiction.
|
Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
SPDR®
S&P® Oil & Gas Exploration ETF Overview
The SPDR® S&P® Oil & Gas
Exploration & Production ETF is an exchange-traded fund that seeks to provide investment results that, before fees and expenses,
correspond generally to the total return performance of publicly traded equity securities of companies included in the S&P®
Oil & Gas Exploration & Production Select Industry Index®. The SPDR® S&P®
Oil & Gas Exploration & Production ETF is managed by SPDR® Series Trust (the “Trust”), a registered
investment company that consists of numerous separate investment portfolios, including the SPDR® S&P®
Oil & Gas Exploration & Production ETF. Information provided to or filed with the Securities and Exchange Commission by
the Trust pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission
file numbers 333-57793 and 811-08839, respectively, through the Commission’s website at.www.sec.gov. In addition,
information may be obtained from other publicly available sources. Neither the issuer nor the agent makes any representation that
any such publicly available information regarding the SPDR® S&P® Oil & Gas Exploration &
Production ETF is accurate or complete.
Information as of market close on October 18, 2019:
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Bloomberg Ticker Symbol:
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XOP UP
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Current Index Value:
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$20.56
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52 Weeks Ago:
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$40.49
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52 Week High (on 10/18/2018):
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$40.49
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52 Week Low (on 10/8/2019):
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$20.38
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The following graph sets forth the daily closing values of the
XOP Shares for the period from January 1, 2014 through October 18, 2019. The related table sets forth the published
high and low closing values, as well as end-of-quarter closing values, of the XOP Shares for each quarter in the same period. The
closing value of the XOP Shares on October 18, 2019 was $20.56. We obtained the information in the table and graph below
from Bloomberg Financial Markets, without independent verification. The XOP Shares has at times experienced periods
of high volatility, and you should not take the historical values of the XOP Shares as an indication of its future performance.
XOP Shares Daily Closing Values
January 1, 2014 to October 18, 2019
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|
|
Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
|
SPDR® S&P® Oil & Gas Exploration & Production ETF (CUSIP: 78464A730)
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High ($)
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Low ($)
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Period End ($)
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2014
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First Quarter
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71.83
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64.04
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71.83
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Second Quarter
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83.45
|
71.19
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82.28
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Third Quarter
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82.08
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68.83
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68.83
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Fourth Quarter
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66.84
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42.75
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47.86
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2015
|
|
|
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First Quarter
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53.94
|
42.55
|
51.66
|
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Second Quarter
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55.63
|
46.43
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46.66
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Third Quarter
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45.22
|
31.71
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32.84
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Fourth Quarter
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40.53
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28.64
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30.22
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2016
|
|
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First Quarter
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30.96
|
23.60
|
30.35
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Second Quarter
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37.50
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29.23
|
34.81
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Third Quarter
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39.12
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32.75
|
38.46
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Fourth Quarter
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43.42
|
34.73
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41.42
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2017
|
|
|
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First Quarter
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42.21
|
35.17
|
37.44
|
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Second Quarter
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37.89
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30.17
|
31.92
|
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Third Quarter
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34.37
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29.09
|
34.09
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Fourth Quarter
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37.64
|
32.25
|
37.18
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2018
|
|
|
|
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First Quarter
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39.85
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32.38
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35.22
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Second Quarter
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44.22
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34.03
|
43.06
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Third Quarter
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44.52
|
39.10
|
43.29
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Fourth Quarter
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44.57
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24.12
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26.53
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2019
|
|
|
|
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First Quarter
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31.61
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27.10
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30.74
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Second Quarter
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32.98
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24.86
|
27.25
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Third Quarter
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27.20
|
20.60
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22.36
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Fourth Quarter (through October 18, 2019)
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21.55
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20.38
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20.56
|
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|
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This document relates only to the securities referenced hereby
and does not relate to the XOP Shares. We have derived all disclosures contained in this document regarding the Trust
from the publicly available documents described above. In connection with the offering of the securities, neither we
nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to the Trust. Neither
we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding
the Trust is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the
date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above)
that would affect the trading price of the XOP Shares (and therefore the price of the XOP Shares at the time we priced the securities)
have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material
future events concerning the Trust could affect the value received with respect to the securities and therefore the value of the
securities.
Neither we nor any of our affiliates makes any representation
to you as to the performance of the XOP Shares.
We and/or our affiliates may presently or from time to time engage
in business with the Trust. In the course of such business, we and/or our affiliates may acquire non-public information
with respect to the Trust, and neither we nor any of our affiliates undertakes to disclose any such information to you. In
addition, one or more of our affiliates may publish research reports with respect to the XOP Shares. The statements
in the preceding two sentences are not intended to affect the rights of investors in the securities under the securities laws. As
a purchaser of the securities, you should undertake an independent investigation of the Trust as in your judgment is appropriate
to make an informed decision with respect to an investment linked to the XOP Shares.
“S&P®”, “SPDR®”
and “S&P® Oil & Gas Exploration & Production Select Industry Index®” are
trademarks of Standard & Poor’s Financial Services LLC (“S&P”), an affiliate of The McGraw-Hill Companies,
Inc. (“MGH”). The securities are not sponsored, endorsed, sold, or promoted by S&P, MGH or the Trust. S&P,
MGH and the Trust make no representations or warranties to the owners of the securities or any member of the public regarding the
advisability of investing in the Securities. S&P, MGH and the the Trust have no obligation or liability in connection with
the operation, marketing, trading or sale of the securities.
The S&P® Oil&
Gas Exploration & Production Select Industry Index®. The S&P® Oil & Gas Exploration
& Production Select Industry Index® is an equal-weighted index designed to measure the performance of the oil
and gas exploration and production sub-industry portion of the S&P® Total Market Index, a benchmark that measures
the performance of the U.S. equity market.
|
Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
MSCI EAFE® Index Overview
The MSCI EAFE® Index is a stock index calculated,
published and disseminated by MSCI Inc. (“MSCI”). The MSCI EAFE® Index is a free float-adjusted market
capitalization index that is designed to measure the equity market performance of developed markets, excluding the United States
and Canada, and it consists of the following 21 developed market countries: Australia, Austria, Belgium, Denmark, Finland, France,
Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland
and the United Kingdom. For additional information about the MSCI EAFE® Index, see the information set forth under
“MSCI International Equity Indices—MSCI EAFE® Index” and “—MSCI Global Investable
Market Indices Methodology” in the accompanying index supplement.
Information as of market close on October 18, 2019:
|
Bloomberg Ticker Symbol:
|
MXEA
|
|
Current Index Value:
|
1,920.09
|
|
52 Weeks Ago:
|
1,852.35
|
|
52 Week High (on 7/4/2019):
|
1,949.70
|
|
52 Week Low (on 12/25/2018):
|
1,683.36
|
|
|
|
The following graph sets forth the daily closing values of the
MXEA Index for the period from January 1, 2014 through October 18, 2019. The related table sets forth the published
high and low closing values, as well as end-of-quarter closing values, of the MXEA Index for each quarter in the same period. The
closing value of the MXEA Index on October 18, 2019 was 1,920.09. We obtained the information in the table below from
Bloomberg Financial Markets, without independent verification. The MXEA Index has at times experienced periods of high
volatility, and you should not take the historical values of the MXEA Index as an indication of its future performance.
MXEA Index Daily Closing Values
January 1, 2014 to October 18, 2019
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|
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Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
|
MSCI EAFE® Index
|
High
|
Low
|
Period End
|
|
2014
|
|
|
|
|
First Quarter
|
1,940.23
|
1,796.86
|
1,915.69
|
|
Second Quarter
|
1,992.69
|
1,882.24
|
1,972.12
|
|
Third Quarter
|
1,995.49
|
1,846.08
|
1,846.08
|
|
Fourth Quarter
|
1,848.79
|
1,714.64
|
1,774.89
|
|
2015
|
|
|
|
|
First Quarter
|
1,900.90
|
1,697.01
|
1,849.34
|
|
Second Quarter
|
1,949.49
|
1,842.46
|
1,842.46
|
|
Third Quarter
|
1,894.42
|
1,609.50
|
1,644.40
|
|
Fourth Quarter
|
1,779.25
|
1,654.98
|
1,716.28
|
|
2016
|
|
|
|
|
First Quarter
|
1,716.28
|
1,492.43
|
1,652.04
|
|
Second Quarter
|
1,716.51
|
1,520.94
|
1,608.45
|
|
Third Quarter
|
1,734.72
|
1,573.30
|
1,701.69
|
|
Fourth Quarter
|
1,704.84
|
1,614.17
|
1,684.00
|
|
2017
|
|
|
|
|
First Quarter
|
1,812.06
|
1,676.93
|
1,792.98
|
|
Second Quarter
|
1,916.37
|
1,774.47
|
1,883.19
|
|
Third Quarter
|
1,981.48
|
1,874.10
|
1,973.81
|
|
Fourth Quarter
|
2,050.79
|
1,971.41
|
2,050.79
|
|
2018
|
|
|
|
|
First Quarter
|
2,186.65
|
1,989.61
|
2,005.67
|
|
Second Quarter
|
2,066.80
|
1,938.95
|
1,958.64
|
|
Third Quarter
|
2,011.48
|
1,905.44
|
1,973.60
|
|
Fourth Quarter
|
1,970.26
|
1,683.36
|
1,719.88
|
|
2019
|
|
|
|
|
First Quarter
|
1,907.49
|
1,708.59
|
1,875.43
|
|
Second Quarter
|
1,928.10
|
1,817.39
|
1,922.30
|
|
Third Quarter
|
1,949.70
|
1,797.33
|
1,889.36
|
|
Fourth Quarter (through October 18, 2019)
|
1,922.29
|
1,846.42
|
1,920.09
|
|
|
|
|
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The “MSCI EAFE® Index” is a trademark
of MSCI. See “MSCI International Equity Indices” in the accompanying index supplement.
|
Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
Additional Terms of the Securities
Please read this information in conjunction with the summary
terms on the front cover of this document.
|
If the terms described herein are inconsistent with those described in the accompanying product supplement, index supplement or prospectus, the terms described herein shall control.
|
|
Denominations:
|
$1,000 and integral multiples thereof
|
|
Share underlying index:
|
The S&P® Oil & Gas Exploration & Production Select Industry Index®
|
|
Share underlying index publisher:
|
S&P Dow Jones Indices LLC, or any successor thereof
|
|
MXEA index publisher:
|
With respect to the MXEA Index, MSCI Inc., or any successor thereof.
|
|
Index closing value:
|
With respect to the MXEA Index, the index closing value on any index business day shall be determined by the calculation agent and shall equal the closing value of the MXEA Index, or any successor index reported by Bloomberg Financial Services, or any successor reporting service the calculation agent may select, on such index business day. In certain circumstances, the index closing value for the MXEA Index shall be based on the alternate calculation of the MXEA Index described under “Discontinuance of Any Underlying Index or Basket Index; Alteration of Method of Calculation” in the accompanying product supplement.
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Postponement of maturity date:
|
If the scheduled valuation date is not an index business day with respect to either underlying or if a market disruption event occurs with respect to either underlying on that day so that the valuation date is postponed and 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 that valuation date as postponed with respect to either underlying.
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Trustee:
|
The Bank of New York Mellon
|
|
Calculation agent:
|
Morgan Stanley & Co. LLC (“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 valuation 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 valuation date.
The issuer shall, or shall cause the calculation agent to, (i)
provide written notice to the trustee and to the depositary of the amount of cash to be delivered with respect to each stated principal
amount of the securities, 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
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
Additional Information About the Securities
|
Minimum ticketing size:
|
$1,000 / 1 security
|
|
Tax considerations:
|
Although there is uncertainty regarding
the U.S. federal income tax consequences of an investment in the securities due to the lack of governing authority, in the opinion
of our counsel, Davis Polk & Wardwell LLP, under current law, and based on current market conditions, a security should be
treated as a single financial contract that is an “open transaction” for U.S. federal income tax purposes.
Assuming this treatment of the securities
is respected and subject to the discussion in “United States Federal Taxation” in the accompanying product supplement
for Jump Securities, the following U.S. federal income tax consequences should result based on current law:
§
A U.S. Holder should not be required
to recognize taxable income over the term of the securities prior to settlement, other than pursuant to a sale or exchange.
§
Upon sale, exchange or settlement
of the securities, a U.S. Holder should recognize gain or loss equal to the difference between the amount realized and the U.S.
Holder’s tax basis in the securities. Such gain or loss should be long-term capital gain or loss if the investor
has held the securities for more than one year, and short-term capital gain or loss otherwise.
In 2007, the U.S. Treasury Department and
the Internal Revenue Service (the “IRS”) released a notice requesting comments on the U.S. federal income tax treatment
of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to require
holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number
of related topics, including the character of income or loss with respect to these instruments; whether short-term instruments
should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and
the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject
to the “constructive ownership” rule, which very generally can operate to recharacterize certain long-term capital
gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition
rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially
and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect.
As discussed in the accompanying product
supplement for Jump Securities, Section 871(m) of the Internal Revenue Code of 1986, as amended, 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 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 our determination 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.
Both U.S. and non-U.S. investors considering
an investment in the securities should read the discussion under “Risk Factors” in this document and the discussion
under “United States Federal Taxation” in the accompanying product supplement for Jump Securities and consult their
tax advisers regarding all aspects of the U.S. federal income tax consequences of an investment in the securities, including possible
alternative treatments, the issues presented by the aforementioned notice and any tax consequences arising under the laws of any
state, local or non-U.S. taxing jurisdiction.
The discussion in the preceding paragraphs
under “Tax considerations” and the discussion contained in the section entitled “United States Federal Taxation”
in the accompanying product supplement for Jump Securities, 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
|
|
Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
|
|
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 beginning
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 hedged 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 have taken positions in the XOP Shares, in stocks constituting the share underlying index
or the MXEA Index and in futures and options contracts on the XOP Shares, the share underlying index, the MXEA Index and any component
stocks listed on major securities markets. Such purchase activity could have increased the initial level of either underlying,
and, therefore, could have increased the value at or above which such underlying must close on the valuation date so that you do
not suffer a loss on your initial investment in the securities (depending also on the performance of the other underlying). In
addition, through our affiliates, we are likely to modify our hedge position throughout the term of the securities, including on
the valuation date, by purchasing and selling the stocks constituting the underlying indices, futures or options contracts on the
underlying indices or their 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 valuation date approaches. We cannot give any assurance that our hedging
activities will not affect the value of either underlying, and, therefore, adversely affect the value of the securities or the
payment you will receive at maturity (depending also on the performance of the other underlying). 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 Code 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 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
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|
Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
|
|
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 these securities
should consult and rely on their own counsel and advisers as to whether an investment in these 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,
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:
|
Selected dealers and their financial advisors will receive a
structuring fee of $4 for each 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.
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
|
|
Morgan Stanley Finance LLC
|
|
Enhanced Buffered Jump Securities Based on the Value of the Worst Performing of the SPDR® S&P® Oil & Gas Exploration & Production ETF and the MSCI EAFE® Index due October 25, 2022
Principal at Risk Securities
|
|
|
supplement.
|
|
Validity of the securities:
|
In the opinion of Davis Polk & Wardwell LLP, as special counsel to MSFL and Morgan Stanley, when the securities offered by this pricing supplement have been executed and issued by MSFL, authenticated by the trustee pursuant to the MSFL Senior Debt Indenture (as defined in the accompanying prospectus) and delivered against payment as contemplated herein, such securities will be valid and binding obligations of MSFL and the related guarantee will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (ii) any provision of the MSFL Senior Debt Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of Morgan Stanley’s obligation under the related guarantee. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the MSFL Senior Debt Indenture and its authentication of the securities and the validity, binding nature and enforceability of the MSFL Senior Debt Indenture with respect to the trustee, all as stated in the letter of such counsel dated November 16, 2017, which is Exhibit 5-a to the Registration Statement on Form S-3 filed by Morgan Stanley on November 16, 2017.
|
|
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 Jump and the index supplement) 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 Jump, the index supplement and any other documents relating to this offering that Morgan Stanley and
MSFL have filed with the SEC for more complete information about 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, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, the product
supplement for Jump and the index supplement 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 Jump Securities dated November 16, 2017
Index Supplement dated November 16, 2017
Prospectus dated November 16, 2017
Terms used but not defined in this document are defined in the
product supplement for Jump, in the index supplement or in the prospectus.
|
Morgan Stanley Depository Shares Representing 1/1000TH Preferred Series 1 Fixed TO Floating Non (Cum) (NYSE:MSPI)
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