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MORGAN STANLEY — Capital/Financing Update 2014
Oct 2, 2014
29766_rns_2014-10-02_7491b963-9bec-4326-9303-1091d9c3498f.zip
Capital/Financing Update
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September 2014 Pricing Sheet dated September 30, 2014 relating to Preliminary Terms No. 1,585 dated August 29, 2014 Registration Statement No. 333-178081 Filed pursuant to Rule 433
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Trigger PLUS due September 29, 2017
Based on the Performance of the iShares ® U.S. Real Estate ETF
Trigger Performance Leveraged Upside Securities SM
Principal at Risk Securities
| PRICING TERMS – SEPTEMBER 30, 2014 — Issuer: | Morgan Stanley | ||
|---|---|---|---|
| Maturity date: | September 29, 2017 | ||
| Valuation date: | September 26, 2017, subject to postponement for non-trading days and certain market disruption events | ||
| Underlying shares: | Shares of the iShares ® U.S. Real Estate ETF (the “Fund”) | ||
| Aggregate principal amount: | $6,823,840 | ||
| 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 but is greater than the trigger level: $10 If the final share price is less than or equal to the trigger level: $10 × share performance factor Under these circumstances, the payment at maturity will be less than the stated principal amount of $10, and will represent a loss of at least 15%, and possibly all, of your investment. | ||
| Leveraged upside payment: | $10 x leverage factor x share percent increase | ||
| Leverage factor: | 200% | ||
| Share percent increase: | (final share price – initial share price) / initial share price | ||
| Share performance factor: | final share price / initial share price | ||
| Initial share price: | $69.20, 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 events affecting the underlying shares | ||
| Maximum payment at maturity: | $16.00 per Trigger PLUS (160% of the stated principal amount) | ||
| Trigger level: | $58.82, which is 85% of the initial share price | ||
| Stated principal amount / Issue price: | $10 per Trigger PLUS | ||
| Pricing date: | September 30, 2014 | ||
| Original issue date: | October 3, 2014 (3 business days after the pricing date) | ||
| CUSIP / ISIN: | 61758S591 / US61758S5910 | ||
| Listing: | The Trigger PLUS will not be listed on any securities exchange. | ||
| Agent: | Morgan Stanley & Co. LLC (“MS & Co.”), a wholly-owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest” in the accompanying preliminary terms. | ||
| Estimated value on the pricing date: | $9.334 per Trigger PLUS. See “Investment Summary” in the accompanying preliminary terms. | ||
| Commissions and issue price: | Price to public (1) | Agent’s commissions and fees | Proceeds to issuer (4) |
| Per Trigger PLUS | $10.00 | $0.25 (2) | |
| $0.05 (3) | $9.70 | ||
| Total | $6,823,840 | $204,715.20 | $6,619,124.80 |
(1) The actual price to public and agent’s commissions and fees for a particular investor may be reduced for volume purchase discounts depending on the aggregate amount of Trigger PLUS purchased by that investor. The lowest price payable by an investor is $9.90 per Trigger PLUS. Please see “Syndicate Information” in the accompanying preliminary terms for further details.
(2) 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 Trigger 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 product supplement for PLUS.
(3) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each Trigger PLUS.
(4) See “Use of proceeds and hedging” in the accompanying preliminary terms.
The Trigger PLUS are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
You should read this document together with the preliminary terms describing the offering and the related product supplement and prospectus, each of which can be accessed via the hyperlinks below.
EFPlaceholder Preliminary Terms No. 1,585 dated August 29, 2014
EFPlaceholder Product Supplement for PLUS dated August 17, 2012 EFPlaceholder Prospectus dated November 21, 2011
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.