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MORGAN STANLEY — Capital/Financing Update 2010
Oct 19, 2010
29766_rns_2010-10-19_3d41122c-e686-489d-af00-8f934067307e.zip
Capital/Financing Update
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October 2010 Pricing Sheet dated October 15, 2010 relating to Preliminary Terms No. 541 dated October 5, 2010 to Registration Statement No. 333-156423 Filed pursuant to Rule 433
STRUCTURED INVESTMENTS
Opportunities in International Equities
PLUS Based on the WisdomTree India Earnings Fund due October 22, 2012
Performance Leveraged Upside Securities SM
| PRICING TERMS – OCTOBER 15, 2010 — Issuer: | Morgan Stanley | ||
|---|---|---|---|
| Maturity date: | October 22, 2012 | ||
| Underlying shares: | Shares of the WisdomTree India Earnings Fund | ||
| Aggregate principal amount: | $4,987,000 | ||
| Payment at maturity: | If the final share price is greater than the initial share price: | ||
| $10 + leveraged upside payment | |||
| In no event will the payment at maturity exceed the maximum payment at maturity. | |||
| If the final share price is less than or equal to the initial share price, | |||
| $10 x share performance factor | |||
| This amount will be less than or equal to the stated principal amount of $10. | |||
| 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: | $27.45, 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 | ||
| Adjustment factor: | 1.0, subject to adjustment in the event of certain corporate events affecting the underlying shares. | ||
| Valuation date: | October 17, 2012, subject to postponement for non-trading days and certain market disruption events | ||
| Leverage factor: | 200% | ||
| Maximum payment at maturity: | $14.00 per PLUS (140% of the stated principal amount) | ||
| Stated principal amount: | $10 per PLUS | ||
| Issue price: | $10 per PLUS | ||
| Pricing date: | October 15, 2010 | ||
| Original issue date: | October 21, 2010 (4 business days after the pricing date) | ||
| CUSIP: | 61759G422 | ||
| ISIN: | US61759G4221 | ||
| Listing: | The PLUS will not be listed on any securities exchange. | ||
| Agent: | Morgan Stanley & Co. Incorporated (“MS & Co.”), a wholly-owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest” in the accompanying preliminary terms. | ||
| Commissions and Issue Price: | Price to Public | Agent’s Commissions (1) | Proceeds to Issuer |
| Per PLUS | $10 | $0.225 | $9.775 |
| Total | $4,987,000 | $112,207.50 | $4,874,792.50 |
(1) Selected dealers, including Morgan Stanley Smith Barney LLC (an affiliate of the Agent), and their financial advisors will collectively receive from the Agent, MS & Co., a fixed sales commission of $0.225 for each PLUS they sell. For additional information, see “Supplemental information regarding plan of distribution; conflicts of interest” in the accompanying preliminary terms and “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement for PLUS.
You should read this document together with the preliminary terms describing the offering and the related prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below.
EFPlaceholder Preliminary Terms No. 541 dated October 5, 2010
EFPlaceholder Prospectus Supplement for PLUS dated December 22, 2009
EFPlaceholder Prospectus dated December 23, 2008
The PLUS are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
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 this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.