Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 05 2019 - 6:03AM
Edgar (US Regulatory)
Morgan
Stanley
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Free
Writing Prospectus to Preliminary Terms No. 2,805
Registration
Statement Nos. 333-221595; 333-221595-01
Dated
November 4, 2019; Filed pursuant to Rule 433
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5-Year
Worst-of RTY, NDX and INDU Contingent Income 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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Russell
2000® Index (RTY), NASDAQ-100 Index® (NDX) and Dow Jones Industrial AverageSM (INDU)
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Early redemption:
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If the index closing value of each underlying index is greater than or equal to its initial index value on any quarterly redemption determination date, the securities will be automatically redeemed
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Coupon barrier level:
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70% of the initial index value for each underlying
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Downside threshold level:
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60% of the initial index value for each underlying
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Contingent monthly coupon:
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7.00% to 9.00% per annum
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Coupon payment dates:
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Monthly
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Redemption dates:
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Beginning after one year, quarterly
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Pricing date:
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November 27, 2019
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Final observation date:
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November 27, 2024
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Maturity date:
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December 3, 2024
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CUSIP:
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61769HN76
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Preliminary terms:
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https://www.sec.gov/Archives/edgar/data/895421/000095010319014980/
dp115484_fwp-ps2805.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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-30%
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$1,000.00
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-40%
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$1,000.00
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-41%
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$590.00
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-50%
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$500.00
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-60%
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$400.00
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-70%
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$300.00
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-80%
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$200.00
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-90%
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$100.00
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-100%
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$0
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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 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 do not guarantee the return
of any principal.
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The securities do not provide for the regular
payment of interest.
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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.
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Because the securities are linked to the performance
of the worst performing underlying index, you are exposed to greater risks of receiving no contingent monthly coupons and sustaining
a significant loss on your investment than if the securities were linked to just one index.
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The contingent monthly coupon, if any, is
based on the value of each underlying index on only the related monthly observation date at the end of the related interest period.
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Investors will not participate in any appreciation
in any underlying index.
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The market price will 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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The estimated value of the securities is approximately
$966.70 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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As a finance subsidiary, MSFL has no independent
operations and will have no independent assets.
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The securities are linked to the Russell 2000®
Index and are subject to risks associated with small-capitalization companies.
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Not equivalent to investing in the underlying
indices.
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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.
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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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Hedging and trading activity by our affiliates
could potentially affect the value of the securities.
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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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Adjustments to the underlying indices could
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.
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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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