Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 01 2019 - 6:02AM
Edgar (US Regulatory)
Morgan Stanley
|
Free
Writing Prospectus to Preliminary Pricing Supplement No. 2,785
Registration
Statement Nos. 333-221595; 333-221595-01
Dated
October 31, 2019; Filed pursuant to Rule 433
|
5-Year Worst-of NDX, RTY and INDU Callable Contingent Income
Securities
This document provides a summary of the terms of
the securities. Investors must carefully review the accompanying preliminary pricing supplement referenced below, prospectus supplement,
index supplement and prospectus, and the “Risk Considerations” on the following page, prior to making an investment
decision.
Terms
|
Issuing entity:
|
Morgan Stanley Finance LLC
|
Guarantor:
|
Morgan Stanley
|
Underlyings:
|
NASDAQ-100
Index® (NDX), Russell 2000® Index (RTY) and Dow Jones Industrial AverageSM (INDU)
|
Optional early redemption:
|
Beginning after one year, we have the right to redeem the securities quarterly
|
Coupon barrier level:
|
70% of the initial index value for each underlying
|
Downside threshold level:
|
60% of the initial index value for each underlying
|
Contingent monthly coupon:
|
7.00% to 9.00% per annum
|
Coupon payment dates:
|
Monthly
|
Redemption dates :
|
Beginning after one year, quarterly
|
Pricing date:
|
November 26, 2019
|
Final observation date:
|
November 26, 2024
|
Maturity date:
|
December 2, 2024
|
CUSIP:
|
61769HL86
|
Preliminary pricing supplement:
|
https://www.sec.gov/Archives/edgar/data/895421
/000095010319014723/dp115126_424b2-ps2785.htm
|
1All payments are subject to our credit risk
Hypothetical
Payout at Maturity1
(if
the securities have not been previously redeemed)
|
Change in Worst Performing Underlying
|
Payment at Maturity (excluding any coupon payable at maturity)
|
+40%
|
$1,000.00
|
+30%
|
$1,000.00
|
+20%
|
$1,000.00
|
+10%
|
$1,000.00
|
0%
|
$1,000.00
|
-10%
|
$1,000.00
|
-20%
|
$1,000.00
|
-30%
|
$1,000.00
|
-40%
|
$1,000.00
|
-41%
|
$590.00
|
-50%
|
$500.00
|
-60%
|
$400.00
|
-70%
|
$300.00
|
-80%
|
$200.00
|
-90%
|
$100.00
|
-100%
|
$0
|
The
issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with
the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR
on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.
Underlying Indices
For more information about the underlying indices, including
historical performance information, see the accompanying preliminary pricing supplement.
Risk Considerations
The risks set forth below
are discussed in more detail in the “Risk Factors” section in the accompanying preliminary pricing supplement. Please
review those risk factors carefully prior to making an investment decision.
|
·
|
The
securities do not guarantee the return of any principal.
|
|
·
|
The
securities do not provide for the regular payment of interest.
|
|
·
|
The
securities are subject to our redemption right.
|
|
·
|
You
are exposed to the price risk of each underlying index, with respect to both the contingent
monthly coupons, if any, and the payment at maturity, if any.
|
|
·
|
Because
the securities are linked to the performance of the worst performing underlying index,
you are exposed to greater risks of no contingent monthly coupons and sustaining a significant
loss on your investment than if the securities were linked to just one index.
|
|
·
|
The
contingent monthly coupon, if any, is based only on the value of each underlying index
on the related monthly observation date.
|
|
·
|
Investors
will not participate in any appreciation in any underlying index.
|
|
·
|
The
securities are linked to the Russell 2000® Index and are subject to risks
associated with small-capitalization companies.
|
|
·
|
The
market price will be influenced by many unpredictable factors.
|
|
·
|
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.
|
|
·
|
The
estimated value of the securities is approximately $963.90 per security, or within $30.00
of that estimate, and is determined by reference to our pricing and valuation models,
which may differ from those of other dealers and is not a maximum or minimum secondary
market price.
|
|
·
|
As
a finance subsidiary, MSFL has no independent operations and will have no independent
assets.
|
|
·
|
Not
equivalent to investing in the underlying indices.
|
|
·
|
The
securities will not be listed on any securities exchange and secondary trading may be
limited. Accordingly, you should be willing to hold your securities for the entire 5-year
term of the securities.
|
|
·
|
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.
|
|
·
|
Hedging
and trading activity by our affiliates could potentially affect the value of the securities.
|
|
·
|
The
calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL,
will make determinations with respect to the securities.
|
|
·
|
Adjustments
to the underlying indices could adversely affect the value of the securities.
|
|
·
|
The
U.S. federal income tax consequences of an investment in the securities are uncertain.
|
Tax Considerations
You should review carefully the discussion in the accompanying
preliminary pricing supplement under the caption “Additional Information About the Securities–Tax considerations”
concerning the U.S. federal income tax consequences of an investment in the securities, and you should consult your tax adviser.
Morgan Stanley Depository Shares Representing 1/1000TH Preferred Series 1 Fixed TO Floating Non (Cum) (NYSE:MSPI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Morgan Stanley Depository Shares Representing 1/1000TH Preferred Series 1 Fixed TO Floating Non (Cum) (NYSE:MSPI)
Historical Stock Chart
From Jul 2023 to Jul 2024