Form FWP MORGAN STANLEY Filed by: MORGAN STANLEY
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October
2020
Preliminary
Terms No. 4,962
Registration
Statement Nos. 333-221595; 333-221595-01
Dated
September 25, 2020
Filed
pursuant to Rule 433
Morgan
Stanley Finance LLC
Structured Investments
Opportunities in Commodities
Buffered PLUS Based on the iShares®
Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk
Securities
The Buffered PLUS offered are unsecured
obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley.
The Buffered PLUS will pay no interest, provide a minimum payment at maturity of only 15% of the stated principal amount and have
the terms described in the accompanying prospectus supplement and prospectus, as supplemented or modified by this document. At
maturity, if the underlying commodity shares have appreciated in value, investors will receive the stated principal amount of
their investment plus leveraged upside performance of the underlying commodity shares, subject to the maximum payment at maturity.
If the underlying commodity shares have depreciated in value, but the underlying commodity shares have not declined by more than
the specified buffer amount, the Buffered PLUS will redeem for par. However, if the underlying commodity shares have declined
by more than the buffer amount, investors will lose 1% for every 1% decline beyond the specified buffer amount, subject to the
minimum payment at maturity of 15% of the stated principal amount. Investors may lose up to 85% of the stated principal amount
of the Buffered PLUS. The Buffered PLUS are for investors who seek a commodity-based return and who are willing to risk their
principal and forgo current income and upside above the maximum payment at maturity in exchange for the leverage and buffer features
that in each case apply to a limited range of performance of the underlying commodity shares. The Buffered PLUS 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 Buffered PLUS 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.
SUMMARY TERMS | |||
Issuer: | Morgan Stanley Finance LLC | ||
Guarantor: | Morgan Stanley | ||
Maturity date: | October 5, 2023 | ||
Underlying commodity shares: |
Shares of the iShares® Silver Trust |
||
Aggregate principal amount: |
$ | ||
Payment at maturity per Buffered PLUS: |
§ If In |
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§ If the final share price is less than or equal to the initial share price but has decreased from the initial share price by an amount less than or equal to the buffer amount of 15%: $10 |
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§ If the final share price is less than the initial share price and has decreased from the initial share price by an amount greater than the buffer amount of 15%: |
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($10 x the share performance factor) + $1.50 |
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Under these However, |
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Leveraged upside payment: | $10 x leverage factor x share percent increase | ||
Share percent increase: | (final share price – initial share price) / initial share price |
||
Share performance factor: | final share price / initial share price | ||
Initial share price: |
$ , which is the closing price of one underlying share on the pricing date |
||
Final share price: |
The closing price of one underlying share on the valuation date times the adjustment factor on such date |
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Adjustment factor: | 1.0, subject to adjustment in the event of certain events affecting the underlying commodity shares |
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Valuation date: | October 2, 2023, subject to postponement for non-trading days and certain market disruption events |
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Leverage factor: | 300% | ||
Buffer amount: | 15%. As a result of the buffer amount of 15%, the value at or above which the underlying commodity shares must close on the valuation date so that investors do not suffer a loss on their initial investment in the Buffered PLUS is $ , which is 85% of the initial share price. |
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Minimum payment at maturity: |
$1.50 per Buffered PLUS (15% of the stated principal amount) |
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Maximum payment at maturity: |
$15.20 per Buffered PLUS (152.00% of the stated principal amount) |
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Interest: | None | ||
Stated principal amount: | $10 per Buffered PLUS | ||
Issue price: | $10 per Buffered PLUS | ||
Pricing date: | October 2, 2020 | ||
Original issue date: |
October 7, 2020 (3 business days after the pricing date) |
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CUSIP: | 61771D555 | ||
ISIN: | US61771D5555 | ||
Listing: | The Buffered PLUS will not be listed on any securities exchange. |
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Agent: | 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: | Approximately $9.061 per Buffered PLUS, or within $0.45 of that estimate. See “Investment Summary” on page 2. |
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Commissions and issue price: |
Price to public |
Agent’s commissions and fees |
Proceeds to us(3) |
Per Buffered PLUS | $10 | $0.25(1) | |
$0.05(2) | $9.70 | ||
Total | $ | $ | $ |
(1) | Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $0.25 for each Buffered PLUS they sell. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement for PLUS. |
(2) | Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each Buffered PLUS. |
(3) | See “Use of proceeds and hedging” on page 19. |
The
Buffered PLUS involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning
on page 6.
The Securities
and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this
document or the accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
The Buffered
PLUS 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 prospectus supplement and prospectus, each of which can be accessed via the hyperlinks
below. Please also see “Additional Terms of the Buffered PLUS” and “Additional Information About the Buffered
PLUS” at the end of this document.
As used in
this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and
MSFL collectively, as the context requires.
Prospectus Supplement for PLUS dated November 16, 2017 Prospectus dated November 16, 2017
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Investment Summary
Buffered Performance Leveraged Upside Securities
Principal
at Risk Securities
The Buffered PLUS Based on the iShares® Silver
Trust due October 5, 2023 (the “Buffered PLUS”) can be used:
§ | As an alternative to direct exposure to the underlying commodity shares that enhances returns for a certain range of positive performance of the underlying commodity shares, subject to the maximum payment at maturity |
§ | To enhance returns and potentially outperform the underlying commodity shares in a moderately bullish scenario |
§ | To achieve similar levels of upside exposure to the underlying commodity shares as a direct investment, subject to the maximum payment at maturity, while using fewer dollars by taking advantage of the leverage factor |
§ | To obtain a buffer against a specified level of negative performance in the underlying commodity shares |
Maturity: | Approximately 3 years |
Leverage factor: |
300% |
Maximum payment at maturity: |
$15.20 per Buffered PLUS (152.00% of the stated principal amount) |
Minimum payment at maturity: |
$1.50 per Buffered PLUS (15% of the stated principal amount). Investors may lose up to 85% of the stated principal amount of the Buffered PLUS. |
Buffer amount: |
15% |
Coupon: | None |
The original issue price of each Buffered PLUS is $10. This price
includes costs associated with issuing, selling, structuring and hedging the Buffered PLUS, which are borne by you, and, consequently,
the estimated value of the Buffered PLUS on the pricing date will be less than $10. We estimate that the value of each Buffered
PLUS on the pricing date will be approximately $9.061, or within $0.45 of that estimate. Our estimate of the value of the Buffered
PLUS as determined on the pricing date will be set forth in the final pricing supplement.
What goes into the estimated value on the pricing date?
In valuing the Buffered PLUS on the pricing date, we take into
account that the Buffered PLUS comprise both a debt component and a performance-based component linked to the underlying commodity
shares. The estimated value of the Buffered PLUS is determined using our own pricing and valuation models, market inputs and assumptions
relating to the underlying commodity shares, instruments based on the underlying commodity shares, 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 Buffered PLUS?
In determining the economic terms of the Buffered PLUS, including
the leverage factor, the maximum payment at maturity, the buffer amount and the minimum payment at maturity, 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 Buffered PLUS 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 Buffered PLUS?
The price at which MS & Co. purchases the Buffered PLUS in
the secondary market, absent changes in market conditions, including those related to the underlying commodity shares, 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, because the costs associated with issuing, selling, structuring and hedging the Buffered PLUS 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 Buffered PLUS in the secondary market, absent changes in market conditions, including those related to the underlying
commodity shares, 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
Buffered PLUS, and, if it once chooses to make a market, may cease doing so at any time.
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Key Investment Rationale
The Buffered PLUS offer leveraged upside exposure to the underlying
commodity shares, subject to the maximum payment at maturity, while providing limited protection against negative performance of
the underlying commodity shares. Once the underlying commodity shares have decreased in price by more than a specified buffer amount,
investors are exposed to the negative performance of the underlying commodity shares, subject to the minimum payment at maturity.
At maturity, if the underlying commodity shares have appreciated, investors will receive the stated principal amount of their investment
plus leveraged upside performance of the underlying commodity shares, subject to the maximum payment at maturity. At maturity,
if the underlying commodity shares have depreciated and (i) if the closing price of the underlying commodity shares has not declined
from the initial share price by more than the specified buffer amount, the Buffered PLUS will redeem for par, or (ii) if the closing
price of the underlying commodity shares has declined by more than the buffer amount, the investor will lose 1% for every 1% decline
beyond the specified buffer amount, subject to the minimum payment at maturity. Investors may lose up to 85% of the stated principal
amount of the Buffered PLUS.
Leveraged Performance up to a Cap |
The Buffered PLUS offer investors an opportunity to capture enhanced returns for a certain range of positive performance relative to a direct investment in the underlying commodity shares, subject to the maximum payment at maturity.
|
Upside Scenario |
The underlying commodity shares increase in price, and, at maturity, the Buffered PLUS redeem for the stated principal amount of $10 plus 300% of the share return, subject to the maximum payment at maturity of $15.20 per Buffered PLUS (152.00% of the stated principal amount).
|
Par Scenario |
The underlying commodity shares decline in price by no more than 15%, and, at maturity, the Buffered PLUS redeem for the stated principal amount of $10.
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Downside Scenario |
The underlying commodity shares decline in price by more than 15%, and, at maturity, the Buffered PLUS redeem for less than the stated principal amount by an amount that is proportionate to the percentage decrease of the underlying commodity shares from the initial share price, plus the buffer amount of 15%. (Example: if the underlying commodity shares decrease in price by 35%, investors would lose 20% of their principal and the Buffered PLUS will redeem for $8.00, or 80% of the stated principal amount.) The minimum payment at maturity is $1.50 per Buffered PLUS. |
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
How the Buffered PLUS Work
Payoff Diagram
The payoff diagram below illustrates the payment at maturity
on the Buffered PLUS based on the following terms:
Stated principal amount: |
$10 per Buffered PLUS |
Leverage factor: | 300% |
Buffer amount: | 15% |
Maximum payment at maturity: |
$15.20 per Buffered PLUS |
Minimum payment at maturity: |
$1.50 per Buffered PLUS |
Buffered PLUS Payoff Diagram |
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How it works
§ | Upside Scenario. If the final share price is greater than the initial share price, investors will receive the $10 stated principal amount plus 300% of the appreciation of the underlying commodity shares over the term of the Buffered PLUS, subject to the maximum payment at maturity. An investor will realize the maximum payment at maturity of $15.20 per Buffered PLUS at a final share price of approximately 117.333% of the initial share price. |
§ | If the value of the underlying commodity shares appreciate 2%, the investor would receive a 6% return, or $10.60 per Buffered PLUS. |
§ | If the value of the underlying commodity shares appreciate 60%, the investor would receive only the maximum payment at maturity of $15.20 per Buffered PLUS, or 152.00% of the stated principal amount. |
§ | Par Scenario. If the final share price is less than or equal to the initial share price but has decreased from the initial share price by an amount less than or equal to the buffer amount of 15%, investors will receive the stated principal amount of $10 per Buffered PLUS. |
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
§ | Downside Scenario. If the final share price is less than the initial share price and has decreased from the initial share price by an amount greater than the buffer amount of 15%, investors will receive an amount that is less than the stated principal amount by an amount that is proportionate to the percentage decrease in the value of the underlying commodity shares from the initial share price, plus the buffer amount of 15%. The minimum payment at maturity is $1.50 per Buffered PLUS. |
§ | For example, if the value of the underlying commodity shares depreciate 50%, investors would lose 35% of their principal and receive only $6.50 per Buffered PLUS at maturity, or 65% of the stated principal amount. |
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Risk Factors
The following is a non-exhaustive list of certain key risk
factors for investors in the Buffered PLUS. For further discussion of these and other risks, you should read the section entitled
“Risk Factors” in the accompanying prospectus supplement for PLUS and prospectus. You should also consult with your
investment, legal, tax, accounting and other advisers in connection with your investment in the Buffered PLUS.
§ | Buffered PLUS do not pay interest and provide a minimum payment at maturity of only 15% of your principal. The terms of the Buffered PLUS differ from those of ordinary debt securities in that the Buffered PLUS do not pay interest, and provide a minimum payment at maturity of only 15% of the stated principal amount of the Buffered PLUS, subject to our credit risk. If the final share price is less than 85% of the initial share price, you will receive for each Buffered PLUS that you hold a payment at maturity that is less than the stated principal amount of each Buffered PLUS by an amount proportionate to the decline in the closing value of the underlying commodity shares from the initial share price, plus $1.50 per Buffered PLUS. Accordingly, investors may lose up to 85% of the stated principal amount of the Buffered PLUS. |
§ | The appreciation potential of the Buffered PLUS is limited by the maximum payment at maturity. The appreciation potential of the Buffered PLUS is limited by the maximum payment at maturity of $15.20 per Buffered PLUS, or 152.00% of the stated principal amount. Although the leverage factor provides 300% exposure to any increase in the final share price over the initial share price, because the payment at maturity will be limited to 152.00% of the stated principal amount for the Buffered PLUS, any increase in the final share price over the initial share price by more than approximately 17.333% of the initial share price will not further increase the return on the Buffered PLUS. |
§ | The market price of the Buffered PLUS will be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the Buffered PLUS in the secondary market and the price at which MS & Co. may be willing to purchase or sell the Buffered PLUS in the secondary market, including the trading price, volatility (frequency and magnitude of changes in value) and dividends of the underlying commodity shares, interest and yield rates in the market, time remaining until the Buffered PLUS mature, geopolitical conditions and economic, financial, political and regulatory or judicial events and any actual or anticipated changes in our credit ratings or credit spreads. The price of the underlying commodity shares may be, and has recently been, extremely volatile, and we can give you no assurance that such volatility will lessen. See “iShares® Silver Trust Overview” below. You may receive less, and possibly significantly less, than the stated principal amount per Buffered PLUS if you try to sell your Buffered PLUS prior to maturity. |
§ | Single commodity prices tend to be more volatile than, and may not correlate with, the prices of commodities generally. The iShares® Silver Trust is linked exclusively to the price of silver and not to a diverse basket of commodities or a broad-based commodity index. The price of silver may not correlate with, and may diverge significantly from, the prices of commodities generally. Because the Buffered PLUS are linked to underlying commodity shares which reflect the performance of the price of a single commodity, they carry greater risk and may be more volatile than a security linked to the prices of multiple commodities or a broad-based commodity index. The price of silver may be, and has recently been, highly volatile, and we can give you no assurance that such volatility will lessen. |
§ | The Buffered PLUS are subject to risks associated with silver. The iShares® Silver Trust seeks to reflect generally the performance of the price of silver, less the iShares® Silver Trust’s expenses and liabilities. The price of silver is primarily affected by global demand for and supply of silver. Silver prices can fluctuate widely and may be affected by numerous factors. These include general economic trends, technical developments, substitution issues and regulation, as well as specific factors including industrial and jewelry demand, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar (as the currency in which the price of silver is generally quoted) and other currencies, interest rates, central bank sales, forward sales by producers, global or regional political or economic events and production costs and disruptions in major silver-producing countries, such as Mexico, China and Peru. The demand for and supply of silver affect silver prices, but not necessarily in the same manner as supply and demand affect the prices of other commodities. The supply of silver consists of a combination of new mine production and existing stocks of bullion and fabricated silver held by governments, public and private financial institutions, industrial organizations and private individuals. In addition, the price of silver has on occasion been subject to very rapid short-term changes due to speculative activities. From time to time, above-ground inventories of silver may also influence the market. The major end-uses for silver include industrial applications, jewelry and silverware. It is not possible to predict the aggregate effect of any or all of these factors. |
§ | There are risks relating to trading of commodities on the London Bullion Market Association. The investment objective of the iShares® Silver Trust is to reflect generally the performance of the price of silver, less the iShares® Silver Trust’s expenses and liabilities. The price of silver is determined by the LBMA or an independent service-provider appointed by the LBMA. The LBMA is a self-regulatory association of bullion market participants. Although all market- |
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
making members of the LBMA are supervised
by the Bank of England and are required to satisfy a capital adequacy test, the LBMA itself is not a regulated entity. If the LBMA
should cease operations, or if bullion trading should become subject to a value added tax or other tax or any other form of regulation
not currently in place, the role of LBMA prices as a global benchmark for the value of silver may be adversely affected. The LBMA
is a principals’ market that operates in a manner more closely analogous to an over-the-counter physical commodity market
than a regulated futures markets, and certain features of U.S. futures contracts are not present in the context of LBMA trading.
For example, there are no daily price limits on the LBMA that would otherwise restrict fluctuations in the prices of LBMA contracts.
In a declining market, it is possible that prices would continue to decline without limitation within a trading day or over a period
of trading days. The LBMA may alter, discontinue or suspend calculation or dissemination of the LBMA silver price, which could
adversely affect the value of the Buffered PLUS. The LBMA, or an independent service-provider appointed by the LBMA, will have
no obligation to consider your interests in calculating or revising LBMA prices.
§ | The Buffered PLUS 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 Buffered PLUS. You are dependent on our ability to pay all amounts due on the Buffered PLUS at maturity and therefore you are subject to our credit risk. If we default on our obligations under the Buffered PLUS, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the Buffered PLUS 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 Buffered PLUS. |
§ | 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. |
§ | The amount payable on the Buffered PLUS is not linked to the value of the underlying commodity shares at any time other than the valuation date. The final share price will be based on the closing price on the valuation date, subject to postponement for non-trading days and certain market disruption events. Even if the value of the underlying commodity shares appreciate prior to the valuation date but then drop by the valuation date by more than 15%, the payment at maturity will be less, and may be significantly less, than it would have been had the payment at maturity been linked to the value of the underlying commodity shares prior to such drop. Although the actual value of the underlying commodity shares on the stated maturity date or at other times during the term of the Buffered PLUS may be higher than the closing price on the valuation date, the payment at maturity will be based solely on the closing price on the valuation date. |
§ | Suspensions or disruptions of market trading in commodity and related futures markets could adversely affect the price of the Buffered PLUS. The commodity markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention. In addition, U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices which may occur during a single business day. These limits are generally referred to as “daily price fluctuation limits” and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a “limit price.” Once the limit price has been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could adversely affect the value of the commodity that constitutes the underlying commodity shares, and, therefore, the value of the Buffered PLUS. |
§ | Investing in the Buffered PLUS is not equivalent to investing in the underlying commodity shares or in the commodity composing the underlying commodity shares. Investing in the Buffered PLUS is not equivalent to investing in the underlying commodity shares or in the commodity that constitutes the underlying commodity shares. Investors in the Buffered PLUS will not have voting rights or rights to receive distributions or any other rights with respect to the underlying commodity that constitutes the underlying commodity shares. |
§ | The performance and market price of the underlying commodity shares, particularly during periods of market volatility, may not correlate with the performance of their commodity or the net asset value per share of the underlying commodity shares. The underlying commodity shares do not fully replicate the performance of their underlying commodity due to the fees and expenses charged by the underlying commodity shares or by restrictions on |
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
access to the underlying commodity
due to other circumstances. The underlying commodity shares do not generate any income, and as the underlying commodity shares
regularly sell their underlying commodity to pay for ongoing expenses, the amount of their underlying commodity represented by
each share gradually declines over time. The underlying commodity shares sell their underlying commodity to pay expenses on an
ongoing basis irrespective of whether the trading price of the shares rises or falls in response to changes in the price of their
underlying commodity. The sale by the underlying commodity shares of their underlying commodity to pay expenses at a time of relatively
low prices for their underlying commodity could adversely affect the value of the Buffered PLUS. Additionally, there is a risk
that part or all of the holdings of the underlying commodity shares in their underlying commodity could be lost, damaged or stolen
due to war, terrorism, theft, natural disaster or otherwise. Finally, because the underlying commodity shares are traded on an
exchange and are subject to market supply and investor demand, the market price of the underlying commodity shares may differ from
the net asset value per share of such underlying commodity shares.
In particular, during periods of
market volatility, or unusual trading activity, the underlying commodity underlying the underlying commodity shares may be disrupted
or limited, or such underlying commodity may be unavailable in the secondary market. Under these circumstances, the liquidity of
the underlying commodity shares may be adversely affected, market participants may be unable to calculate accurately the net asset
value per share of the underlying commodity shares, and their ability to create and redeem shares of the underlying commodity shares
may be disrupted. Under these circumstances, the market price of shares of the underlying commodity shares may vary substantially
from the net asset value per share of the underlying commodity shares or the performance of their underlying commodity.
For all of the foregoing reasons,
the performance of the underlying commodity shares may not correlate with the performance of their underlying commodity or the
net asset value per share of such underlying commodity shares. Any of these events could materially and adversely affect the price
of the underlying commodity shares and, therefore, the value of the Buffered PLUS. Additionally, if market volatility or these
events were to occur on the valuation 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 would affect the payment at maturity of the Buffered
PLUS. If the calculation agent determines that no market disruption event has taken place, the payment at maturity would be based
solely on the published closing price per share of the underlying commodity shares on the valuation date, even if the underlying
commodity shares are underperforming their underlying commodity and/or trading below the net asset value per share of such underlying
commodity shares.
§ | 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 Buffered PLUS in the original issue price reduce the economic terms of the Buffered PLUS, cause the estimated value of the Buffered PLUS 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, including MS & Co., may be willing to purchase the Buffered PLUS 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 Buffered PLUS in the original issue price and the lower rate we are willing to pay as issuer
make the economic terms of the Buffered PLUS less favorable to you than they otherwise would be.
However, because the costs associated
with issuing, selling, structuring and hedging the Buffered PLUS 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 Buffered PLUS in the secondary market, absent
changes in market conditions, including those related to the underlying commodity shares, 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.
§ | The estimated value of the Buffered PLUS 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 Buffered PLUS than those generated by others, including other dealers in the market, if they attempted to value the Buffered PLUS. 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 Buffered PLUS in the secondary market (if any exists) at any time. The value of your Buffered |
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
PLUS 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 Buffered PLUS will be influenced by many unpredictable factors”
above.
§ | The antidilution adjustments the calculation agent is required to make do not cover every event that could affect the shares of the iShares® Silver Trust. MS & Co., as calculation agent, will adjust the adjustment factor for certain events affecting the shares of the iShares® Silver Trust. However, the calculation agent will not make an adjustment for every event that could affect the shares of the iShares® Silver Trust. If an event occurs that does not require the calculation agent to adjust the adjustment factor, the market price of the Buffered PLUS may be materially and adversely affected. |
§ | The Buffered PLUS will not be listed on any securities exchange and secondary trading may be limited. The Buffered PLUS will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Buffered PLUS. MS & Co. may, but is not obligated to, make a market in the Buffered PLUS 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 Buffered PLUS, 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 Buffered PLUS. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Buffered PLUS easily. Since other broker-dealers may not participate significantly in the secondary market for the Buffered PLUS, the price at which you may be able to trade your Buffered PLUS 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 Buffered PLUS, it is likely that there would be no secondary market for the Buffered PLUS. Accordingly, you should be willing to hold your Buffered PLUS to maturity. |
§ | The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the Buffered PLUS. As calculation agent, MS & Co. will determine the initial share price and the final share price, and will calculate the amount of cash you receive at maturity. Moreover, certain determinations made by MS & Co. in its capacity as calculation agent, may require it to exercise discretion and make subjective judgements, such as with respect to the occurrence or non-occurrence of market disruption events or calculation of the final share price in the event of a market disruption event. These potentially subjective determinations may adversely affect the payout to you at maturity. For further information regarding these type of determinations, see “Description of PLUS—Postponement of Valuation Date(s)” and “—Calculation Agent and Calculations” in the accompanying prospectus supplement. In addition, MS & Co. has determined the estimated value of the Buffered PLUS on the pricing date. |
§ | Hedging and trading activity by our affiliates could potentially adversely affect the value of the Buffered PLUS. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the Buffered PLUS (and to other instruments linked to the underlying commodity shares and the underlying commodity), including trading in the underlying commodity shares. As a result, these entities may be unwinding or adjusting hedge positions during the term of the Buffered PLUS, 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 underlying commodity shares and other financial instruments related to the underlying commodity shares and the underlying commodity 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 potentially increase the initial share price of the underlying commodity shares, and, therefore, could increase the price at or above which the underlying commodity shares must close on the valuation date so that investors do not suffer a loss on their initial investment in the Buffered PLUS. Additionally, such hedging or trading activities during the term of the Buffered PLUS, including on the valuation date, could adversely affect the value of the underlying commodity shares on the valuation date, and, accordingly, the amount of cash an investor will receive at maturity. |
§ | The U.S. federal income tax consequences of an investment in the Buffered PLUS 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 prospectus supplement for PLUS (together, the “Tax Disclosure Sections”) concerning the U.S. federal income tax consequences of an investment in the Buffered PLUS. As discussed in the Tax Disclosure Sections, there is a substantial risk that the “constructive ownership” rule could apply, in which case all or a portion of any long-term capital gain recognized by a U.S. Holder could be recharacterized as ordinary income and an interest charge could be imposed. In addition, long-term capital gain that a U.S. Holder would otherwise recognize in respect of the Buffered PLUS up to the amount of the “net underlying long-term capital gain” could, if the U.S. Holder is an individual or other non-corporate investor, be subject to tax at the higher rates applicable to “collectibles” instead of the general rates that apply to long-term capital gain. If the Internal Revenue Service (the “IRS”) were successful in asserting an alternative treatment, the timing and character of income on the Buffered PLUS might differ significantly from the tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment, the IRS could seek to |
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
recharacterize the Buffered PLUS
as debt instruments. In that event, U.S. Holders would be required to accrue into income original issue discount on the Buffered
PLUS every year at a “comparable yield” determined at the time of issuance and recognize all income and gain in respect
of the Buffered PLUS as ordinary income. Additionally, as discussed under “United States Federal Taxation—FATCA”
in the accompanying prospectus supplement for PLUS, the withholding rules commonly referred to as “FATCA” would apply
to the Buffered PLUS 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
prospectus supplement for PLUS). The risk that financial instruments providing for buffers, triggers or similar downside protection
features, such as the Buffered PLUS, 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 Buffered PLUS, 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, as
discussed in this document. 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 Buffered PLUS, 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 Buffered PLUS, including possible alternative
treatments, the potential application of the constructive ownership rule, 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
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
iShares® Silver Trust Overview
The iShares® Silver Trust (the “Silver
Trust”) is an investment trust sponsored by iShares® Delaware Trust Sponsor LLC , which seeks to provide
investment results that reflect the performance of the price of silver, less the iShares® Silver Trust’s
expenses and liabilities. The assets of the iShares® Silver Trust consists primarily of silver held by a custodian
on behalf of the iShares® Silver Trust. Information provided to or filed with the Securities and Exchange Commission
(the “Commission”) by the iShares® Silver Trust pursuant to the Securities Act of 1933 can be located
by reference to Commission file number 001-32863 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 iShares® Silver Trust is accurate or complete.
All information contained in this document regarding the iShares® Silver
Trust (the “Silver Trust”), has been derived from publicly available information, without independent verification.
This information reflects the policies of, and is subject to change by, iShares® Delaware Trust Sponsor LLC,
a subsidiary of BlackRock, Inc., the sponsor of the Silver Trust. The Bank of New York Mellon is the trustee of the Silver Trust,
and JPMorgan Chase Bank, N.A. is the custodian of the Silver Trust. Shares of the Silver Trust trades under the ticker symbol “SLV”
on NYSE Arca, Inc.
The Silver Trust issues shares in exchange for deposits of silver
and distributes silver in connection with the redemption of shares. The shares of the Silver Trust are intended to constitute a
simple and cost-effective means of making an investment similar to an investment in silver.
The Silver Trust does not engage in any activity designed to
derive a profit from changes in the price of silver. The Silver Trust’s only ordinary recurring expense is expected to be
the sponsor’s fee, which accrues daily at an annualized rate equal to 0.50% of the net asset value of the Silver Trust and
is payable monthly in arrears. The trustee of the Silver Trust will, when directed by the sponsor of the Silver Trust, and, in
the absence of such direction, may in its discretion, sell silver in such quantity and at such times as may be necessary to permit
payment of the Silver Trust sponsor’s fee and of Silver Trust expenses or liabilities not assumed by the sponsor. As a result
of the recurring sales of silver necessary to pay the Silver Trust sponsor’s fee and the Silver Trust expenses or liabilities
not assumed by the Silver Trust sponsor, the net asset value of the Silver Trust will decrease over the life of the Silver Trust.
Information as of market close on September 23, 2020:
Bloomberg Ticker Symbol: |
SLV UP |
Current Share Price: |
$21.17 |
52 Weeks Ago: | $17.51 |
52 Week High (on 8/10/2020): |
$27.00 |
52 Week Low (on 3/18/2020): |
$11.21 |
The following graph sets forth
the daily closing price of the underlying commodity shares for the period from January 1, 2015 through September 23, 2020. The
related table sets forth the published high and low closing prices, as well as the end-of-quarter closing prices, of the underlying
commodity shares for each quarter in the same period. The closing price of the underlying commodity shares on September 23, 2020
was $21.17. We obtained the information in the graph and table below from Bloomberg Financial Markets, without independent verification.
The underlying commodity shares have at times experienced periods of high volatility. The historical prices of the underlying commodity
shares should not be taken as an indication of future performance, and no assurance can be given as to the closing price of the
underlying commodity shares on the valuation date.
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Shares of the iShares® Silver Trust Daily Closing Prices January 1, 2015 to September 23, 2020 |
![]() |
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
iShares® Silver Trust (CUSIP 46428Q109) |
High ($) |
Low ($) |
Period End ($) |
2015 | |||
First Quarter | 17.61 | 14.84 | 15.93 |
Second Quarter |
16.89 | 15.03 | 15.03 |
hird Quarter |
14.99 | 13.56 | 13.87 |
Fourth Quarter | 15.42 | 13.06 | 13.19 |
2016 | |||
First Quarter | 15.16 | 13.17 | 14.68 |
Second Quarter |
17.87 | 14.20 | 17.87 |
Third Quarter | 19.60 | 17.62 | 18.20 |
Fourth Quarter | 17.87 | 14.91 | 15.11 |
2017 | |||
First Quarter | 17.44 | 15.44 | 17.25 |
Second Quarter | 17.53 | 15.30 | 15.71 |
Third Quarter | 17.10 | 14.73 | 15.74 |
Fourth Quarter | 16.41 | 14.85 | 15.99 |
2018 | |||
First Quarter | 16.56 | 15.28 | 15.41 |
Second Quarter | 16.26 | 15.07 | 15.15 |
Third Quarter | 15.17 | 13.23 | 13.73 |
Fourth Quarter | 14.52 | 13.15 | 14.52 |
2019 | |||
First Quarter | 15.07 | 14.07 | 14.18 |
Second Quarter | 14.46 | 13.46 | 14.33 |
Third Quarter | 18.34 | 14.05 | 15.92 |
Fourth Quarter | 16.92 | 15.48 | 16.68 |
2020 | |||
First Quarter | 17.40 | 11.21 | 13.05 |
Second Quarter | 17.10 | 13.02 | 17.01 |
Third Quarter (through September 23, 2020) | 27.00 | 16.71 | 21.17 |
This document relates only to the Buffered PLUS offered hereby
and does not relate to the underlying commodity shares. We have derived all disclosures contained in this document regarding the
Silver Trust from the publicly available documents described in the preceding paragraph. In connection with the offering of the
Buffered PLUS, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry
with respect to the Silver Trust. Neither we nor the agent makes any representation that such publicly available documents or any
other publicly available information regarding the Silver 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 in the preceding paragraph) that would affect the trading price of the underlying commodity shares
(and therefore the price of the underlying commodity shares at the time we price the Buffered PLUS) have been publicly disclosed.
Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning the Silver
Trust could affect the value received at maturity with respect to the Buffered PLUS and therefore the value of the Buffered PLUS.
Neither we nor any of our affiliates makes any representation
to you as to the performance of the underlying commodity shares.
We and/or our affiliates may presently or from time to time engage
in business with the Silver Trust. In the course of such business, we and/or our affiliates may acquire non-public information
with respect to the Silver 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 underlying commodity shares. The
statements in the preceding two sentences are not intended to affect the rights of investors in the Buffered PLUS under the securities
laws. As a prospective purchaser of the
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Buffered PLUS, you should undertake an independent investigation
of the Silver Trust as in your judgment is appropriate to make an informed decision with respect to an investment linked to the
underlying commodity shares.
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Additional Terms of the Buffered PLUS
Please read this information
in conjunction with the summary terms on the front cover of this document.
Additional Terms: |
|
If the terms described herein are inconsistent with those described in the accompanying prospectus supplement or prospectus, the terms described herein shall control. | |
Underlying commodity: | Silver |
Denominations: | $10 per Buffered PLUS and integral multiples thereof |
Postponement of maturity date: |
If the scheduled valuation date is not a trading day or if a market disruption event occurs on that day so that the valuation date as postponed falls less than two business days prior to the scheduled maturity date, the maturity date of the Buffered PLUS will be postponed to the second business day following that valuation date as postponed. |
Postponement of valuation date: | If a market disruption event occurs on the scheduled valuation date, the closing price for the underlying commodity shares for the valuation date will be the closing price on the next trading day on which no market disruption event occurs; provided that the closing price for the underlying commodity shares for the valuation date will not be determined on a date later than the fifth scheduled trading day following the valuation date and if such date is not a trading day or if there is a market disruption event with respect to such underlying commodity shares on such date, the calculation agent will determine the closing price for the underlying commodity shares for the valuation date as the arithmetic mean of the bid prices for the underlying commodity shares for such date obtained from as many recognized dealers in such underlying commodity shares, but not exceeding three, as will make such bid prices available to the calculation agent. Bids of MS & Co. or any of its affiliates may be included in the calculation of such mean, but only to the extent that any such bid is the highest of the bids obtained. If no bid prices are provided from any third-party dealers, the closing price will be determined by the calculation agent in its sole and absolute discretion (acting in good faith) taking into account any information that it deems relevant. |
Closing price: |
The closing price on any trading day means:
(i) if the underlying commodity shares (or any such other security) are listed on a national securities exchange (other than the Nasdaq),
(ii) if the underlying commodity shares (or any such other security) are securities of Nasdaq, the official closing price published
(iii)
If the underlying commodity shares (or any such other security) |
Business day: | Any day other than a Saturday or Sunday which is neither a legal holiday nor a day on which banking institutions are required or authorized by law or regulation to close in New York, New York or the city and state of our principal place of business or a day on which transactions in U.S. dollars are not conducted. |
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Trading day: | Trading day means a day, as determined by the calculation agent, on which NYSE Arca (or if NYSE Arca is no longer the principal exchange or trading market for the underlying commodity shares, such exchange or principal trading market for the underlying commodity shares that serves as the price-source for the underlying commodity shares) is open for trading during its regular trading session, notwithstanding such exchange or principal trading market closing prior to its scheduled closing time. |
Market disruption event: |
With respect to the underlying commodity shares, market disruption
(i) the
a. a suspension,
b. a suspension,
in each case as determined by the calculation agent
(ii) a determination by the calculation agent in its sole discretion that any event described in clause (i) above materially interfered
For the purpose of determining whether a market disruption event |
Discontinuance of the underlying commodity shares; alteration of method of calculation: | If trading in the underlying commodity shares on every applicable national securities exchange is permanently discontinued or the underlying commodity shares are liquidated or otherwise terminated (a “discontinuance or liquidation event”), the Buffered PLUS will be deemed accelerated to the fifth business day following the date notice of such liquidation event is provided to holders of the underlying commodity shares under the terms of the underlying commodity shares (the date of such notice, the “liquidation announcement date” and the fifth business day following the liquidation announcement date, the “acceleration date”), and the payment to you on the acceleration date will be equal to the fair market value of the Buffered PLUS on the trading day immediately following the liquidation announcement date as determined by the calculation agent in its sole discretion based on its internal models, which will take into account the reasonable costs incurred by us or any of our affiliates in unwinding any related hedging arrangements. |
Trustee: | The Bank of New York Mellon |
Calculation agent: | 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 |
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
scheduled maturity date and (ii) with respect to notice of the
The issuer shall, or shall cause the calculation agent to, (i)
|
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Additional Information About the Buffered PLUS
Additional Information: |
|
Minimum ticketing size: |
$1,000 / 100 Buffered PLUS |
Tax considerations: |
Although there is uncertainty
Assuming this treatment
§
§ Upon
Because the
In 2007,
In addition, |
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Underlying
Our determination
Both U.S.
The discussion |
|
Use of proceeds and hedging: |
The proceeds from the sale of the Buffered PLUS will be used
On or prior to the pricing date, we will hedge our anticipated |
Benefit plan investor considerations: |
Each fiduciary of a pension, profit-sharing or other employee
In addition, we and certain of our affiliates, including MS &
The U.S. Department of Labor has issued five prohibited transaction |
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
holding of the Buffered PLUS. Those class exemptions are PTCE
Because we may be considered a party in interest with respect
Due to the complexity of these rules and the penalties that may
The Buffered PLUS are contractual financial instruments. The
Each purchaser or holder of any Buffered PLUS acknowledges and
(i) the
(ii) we
(iii) any
(iv) our
(v) neither
Each purchaser and holder of the Buffered PLUS has exclusive
However, individual retirement accounts, individual retirement |
Morgan Stanley Finance LLC
Buffered PLUS Based on the iShares® Silver Trust due October 5, 2023
Buffered Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
employee benefit plans that permit participants to direct the investment of their accounts, will not be permitted to purchase or hold the Buffered PLUS if the account, plan or annuity is for the benefit of an employee of Morgan Stanley or 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 Buffered PLUS 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 Buffered PLUS, either directly or indirectly. |
Supplemental information regarding plan of distribution; conflicts of interest: |
The agent may distribute the Buffered PLUS through Morgan Stanley
MS & Co. is an affiliate of MSFL and a wholly owned subsidiary
MS & Co. will conduct this offering in compliance with the |
Where you can find more information: |
Morgan Stanley and MSFL have filed a registration statement (including
You may access these documents on the SEC web site at.www.sec.gov.as
Prospectus Supplement for PLUS dated November 16, 2017
Prospectus dated November 16, 2017
Terms used but not defined in this document are defined in the
“Performance Leveraged Upside SecuritiesSM” |