Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 01 2019 - 6:05AM
Edgar (US Regulatory)
Morgan
Stanley
|
Free
Writing Prospectus to Preliminary Terms No. 2,765
Registration
Statement Nos. 333-221595; 333-221595-01
Dated October
31, 2019; Filed pursuant to Rule 433
|
5-Year Worst-of INDU and RTY Dual Directional Buffered Jump
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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Dow
Jones Industrial AverageSM (INDU) and Russell 2000® Index (RTY)
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Upside
payment:
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20%
to 25% of the stated principal amount
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Downside
threshold value:
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80%
of the initial index value for each underlying
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Pricing
date:
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November
22, 2019
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Valuation
date:
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November
22, 2024
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Maturity
date:
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November
27, 2024
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CUSIP:
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61769HJ55
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Preliminary
Terms:
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https://www.sec.gov/Archives/edgar/data/895421/
000095010319014663/dp115136_fwp-ps2765.htm
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1All payments are subject to our credit risk
Hypothetical Payout at Maturity1
The payment at maturity will be based solely
on the performance of the worst performing underlying, which could be either underlying. The graph and table below illustrate the
payment at maturity depending on the performance of the worst performing underlying.
Change
in Worst Performing Underlying
|
Return
on Securities
|
+60.00%
|
60.00%
|
+50.00%
|
50.00%
|
+40.00%
|
40.00%
|
+30.00%
|
30.00%
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+22.50%
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22.50%*
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+20.00%
|
22.50%*
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+10.00%
|
22.50%*
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0.00%
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22.50%*
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-10.00%
|
10.00%
|
-20.00%
|
20.00%
|
-21.00%
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-1.00%
|
-30.00%
|
-10.00%
|
-40.00%
|
-20.00%
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-50.00%
|
-30.00%
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-60.00%
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-40.00%
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*Assumes an upside payment of 22.50% of the stated principal amount
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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 Indices
For more information about the underlying indices, including
historical performance information, see the accompanying preliminary terms.
Risk Consideration
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.
|
·
|
The
securities do not pay interest and provide for the minimum payment at maturity of only
20% of your principal.
|
|
·
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You
are exposed to the price risk of both underlying indices.
|
|
·
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Because
the securities are linked to the performance of the worst performing underlying index,
you are exposed to greater risk of sustaining a loss on your investment than if the securities
were linked to just one underlying index.
|
|
·
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The
amount payable on the securities is not linked to the values of the underlying indices
at any time other than the valuation date.
|
|
·
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The
securities will not be listed on any securities exchange and secondary trading may be
limited.
|
|
·
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The
market price of the securities may be influenced by many unpredictable factors.
|
|
·
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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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As
a finance subsidiary, MSFL has no independent operations and will have no independent
assets.
|
|
·
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The
estimated value of the securities is approximately $933.20 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.
|
|
·
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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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The
securities are linked to the Russell 2000® Index and are subject to risks
associated with small-capitalization companies.
|
|
·
|
Investing
in the securities is not equivalent to investing in the underlying indices.
|
|
·
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Adjustments
to the underlying indices could adversely 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.
|
|
·
|
Hedging
and trading activity by our affiliates could potentially adversely affect the value of
the securities.
|
|
·
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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 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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