Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 01 2019 - 6:03AM
Edgar (US Regulatory)
Morgan Stanley
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Free Writing Prospectus to Preliminary
Terms No. 2,761
Registration Statement Nos. 333-221595;
333-221595-01
Dated October 31, 2019; Filed pursuant
to Rule 433
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3-Year
Worst-of XOP and GDX Contingent Income Buffered Auto-Callable Securities
This
document provides a summary of the terms of the securities. Investors must carefully review the accompanying preliminary terms
referenced below, product supplement, index supplement and prospectus, and the “Risk Considerations” on the following
page, prior to making an investment decision.
Terms
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Issuing entity:
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Morgan Stanley Finance LLC
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Guarantor:
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Morgan Stanley
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Underlyings:
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SPDR® S&P® Oil & Gas Exploration & Production ETF (XOP) and VanEck Vectors® Gold Miners ETF (GDX)
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Early redemption:
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If the determination closing price of each of the underlying shares is greater than or equal to its initial share price on any quarterly redemption determination date, the securities will be automatically redeemed
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Contingent quarterly coupon:
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10.00% to 12.00% per annum
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Coupon barrier level:
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75% of the initial share price for each underlying
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Buffer amount:
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25%
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Redemption determination dates :
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Beginning after six months, quarterly
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Coupon payment dates:
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Quarterly
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Pricing date:
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November 22, 2019
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Final observation date:
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November 22, 2022
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Maturity date:
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November 28, 2022
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CUSIP:
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61769HH99
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Preliminary terms:
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https://www.sec.gov/Archives/edgar/data/895421/0000
95010319014665/dp115111_fwp-ps2761.htm
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1All
payments are subject to our credit risk
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Hypothetical Payout at Maturity1
(if the securities have
not been previously redeemed)
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Change in Worst Performing Underlying
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Payment at Maturity (excluding any coupon payable at maturity)
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+40%
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$1,000.00
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+30%
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$1,000.00
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+20%
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$1,000.00
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+10%
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$1,000.00
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0%
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$1,000.00
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-10%
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$1,000.00
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-20%
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$1,000.00
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-25%
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$1
,000.00
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-26%
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$990.00
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-30%
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$950.00
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-40%
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$850.00
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-50%
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$750.00
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-60%
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$650.00
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-70%
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$550.00
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-80%
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$450.00
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-90%
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$350.00
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-100%
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$250.00
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The
issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with
the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR
on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.
Underlying Shares
For more information about the underlying shares,
including historical performance information, see the accompanying preliminary terms.
Risk Considerations
The risks set forth below are discussed in more detail
in the “Risk Factors” section in the accompanying preliminary terms. Please review those risk factors carefully prior
to making an investment decision.
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·
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The securities provide a minimum payment at
maturity of only 25% of your principal.
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|
·
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The securities do not provide for the regular
payment of interest and may pay no interest over the entire term of the securities.
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|
·
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You are exposed to the price risk of each
of the underlying shares, with respect to both the contingent quarterly coupons, if any, and the payment at maturity.
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·
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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.
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·
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Investing in the securities exposes investors
to risks associated with investments in securities with a concentration in the gold and silver mining industry.
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·
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The prices of the GDX Shares are subject to
currency exchange risk.
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|
·
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The contingent quarterly coupon, if any, is
based only on the determination closing prices of the underlying shares on the related quarterly observation date at the end of
the related interest period.
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·
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Investors will not participate in any appreciation
in the price of either of the underlying shares.
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·
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The market price will be influenced by many
unpredictable factors.
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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.
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·
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As a finance subsidiary, MSFL has no independent
operations and will have no independent assets.
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|
·
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The antidilution adjustments the calculation
agent is required to make do not cover every event that could affect the underlying shares.
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·
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The securities will not be listed on any securities
exchange and secondary trading may be limited, and accordingly, you should be willing to hold your securities for the entire 3-year
term of the securities.
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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.
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·
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The estimated value of the securities is approximately
$940.50 per security, or within $22.50 of that estimate, and is determined by reference to our pricing and valuation models, which
may differ from those of other dealers and is not a maximum or minimum secondary market price.
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·
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Adjustments to the underlying shares or the
indices tracked by the underlying shares could adversely affect the value of the securities.
|
|
·
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The performance and market price of either
of the underlying shares, particularly during periods of market volatility, may not correlate with the performance of its respective
share underlying index, the performance of the component securities of such share underlying index or the net asset value per share of
such underlying shares.
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·
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Not equivalent to investing in the underlying
shares or the stocks composing the share underlying indices.
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|
·
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Hedging and trading activity by our affiliates
could potentially affect the value of the securities.
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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.
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·
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The U.S. federal income tax consequences of
an investment in the securities are uncertain.
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Tax Considerations
You should review carefully the discussion in the
accompanying preliminary terms under the caption “Additional Information About the Securities–Tax considerations”
concerning the U.S. federal income tax consequences of an investment in the securities, and you should consult your tax adviser.
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