March 2023
Preliminary Terms No. 8,548
Registration Statement Nos. 333-250103; 333-250103-01
Dated March 28, 2023
Filed pursuant to Rule 433
Morgan Stanley Finance LLC
Structured Investments
Opportunities in Commodities
Enhanced Trigger Jump Securities due May 3, 2024 Based on the
Performance of Brent Crude Oil Futures Contracts
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The Enhanced Trigger Jump Securities due May 3, 2024 Based on the
Performance of Brent Crude Oil Futures Contracts, which we refer to
as the securities, are unsecured obligations of Morgan Stanley
Finance LLC (“MSFL”) and are fully and unconditionally guaranteed
by Morgan Stanley. Unlike ordinary debt securities, the securities
do not pay interest and do not guarantee the return of any
principal at maturity. Instead, at maturity, you will receive for
each security that you hold an amount in cash that may be greater
than or less than the stated principal amount depending on the
performance of Brent crude oil futures contracts, which we refer to
as the underlying commodity, as measured on the valuation date (as
defined below). If the final commodity price (as defined below), as
determined on the valuation date, is greater than or equal
to the downside threshold value of 60% of the initial commodity
price, the return on your investment in the securities will be the
specified fixed percentage. However, if the final commodity price,
as determined on the valuation date, is less than the
downside threshold value, meaning that the underlying commodity has
depreciated by more than 40% from its initial value, the payment at
maturity will be solely based on the commodity percent change, and,
therefore, you will be exposed on a 1-to-1 basis to the negative
performance of the underlying commodity over the term of the
securities and you will lose a significant portion or all of your
investment. Under these circumstances, the payment at maturity will
be less than $600 per security and could be zero. The securities
are for investors who seek a Brent crude oil futures contract-based
return at maturity and who are willing to risk their principal and
forgo current income and upside above the fixed percentage in
exchange for the potential of receiving the fixed percentage return
if the final commodity price is greater than or equal to the
specified downside threshold value. The payment at maturity may
be significantly less than the stated principal amount of the
securities and could be zero. There is no minimum payment at
maturity on the securities. Accordingly, you could lose your entire
initial investment in the securities.
All payments are subject to our credit risk. If we default on
our obligations, you could lose some or all of your investment.
These securities 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 |
Aggregate
principal amount: |
$ |
Stated
principal amount: |
$1,000 per security |
Issue
price: |
$1,000 per security |
Pricing
date: |
March 31, 2023 |
Original issue
date: |
April 5, 2023 (3 business days
after the pricing date) |
Maturity
date: |
May 3, 2024 |
Underlying
commodity: |
Brent
crude oil futures contracts (“Brent crude oil”) |
Payment at
maturity per security: |
$1,000 + return
amount. The payment at maturity may be greater than or
less than the stated principal amount. There is no
minimum payment at maturity on the
securities. Accordingly, you could lose your entire
initial investment in the securities. |
Return
amount: |
If the final commodity price is greater than or equal to the
downside threshold value, the return amount will be an amount in
cash equal to:
$1,000 x the fixed percentage
If the final commodity price is less than the downside
threshold value, the return amount will be an amount in cash equal
to:
$1,000 x the commodity percent change
In this case, the return amount will be negative and your
payment at maturity per security will be an amount less than 60% of
the stated principal amount and could be zero.
|
Fixed
percentage: |
13.25% |
Downside
threshold value: |
$ ,
which is 60% of the initial commodity price |
Commodity
percent change: |
(final commodity price – initial
commodity price) / initial commodity price |
Final
commodity price: |
The commodity price on the
valuation date |
Initial
commodity price: |
$ ,
which is the commodity price on the pricing date, subject to
adjustment for non-trading days and certain market disruption
events |
Commodity
price: |
For any trading day, the official
settlement price per barrel of Brent blend crude oil on the
relevant exchange of the first nearby month futures contract,
stated in U.S. dollars, as made public by the relevant exchange on
such date. |
Relevant
exchange: |
The ICE Futures Europe or, if
such relevant exchange is no longer the principal exchange or
trading market for the underlying commodity, such exchange or
principal trading market for the underlying commodity that serves
as the source of prices for the underlying commodity and any
principal exchanges where options or futures contracts on the
underlying commodity are traded. |
Valuation
date: |
April 30, 2024, subject to
adjustment for non-trading days and certain market disruption
events |
CUSIP /
ISIN: |
61774FBP6 /
US61774FBP62 |
Listing: |
The securities will not be listed
on any securities exchange. |
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.” |
Estimated
value on the pricing date: |
Approximately $970.10 per
security, or within $40.10 of that estimate. See
“Investment Summary” beginning on page 2. |
Commissions and issue
price: |
Price to
public |
Agent’s commissions and
fees(1)(2) |
Proceeds to
us(3) |
Per security |
$1,000 |
$10 |
$990 |
Total |
$ |
$ |
$ |
|
(1) |
J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A.
will act as placement agents for the securities. The placement
agents will forgo fees for sales to certain fiduciary accounts. The
total fees represent the amount that the placement agents receive
from sales to accounts other than such fiduciary accounts. The
placement agents will receive a fee from the issuer or one of its
affiliates that will not exceed $10 per $1,000 stated principal
amount of securities. |
|
(2) |
Please see “Supplemental information regarding plan of
distribution; conflicts of interest” for information about fees and
commissions. For additional information, see “Plan of Distribution
(Conflicts of Interest)” in the accompanying prospectus
supplement. |
|
(3) |
See “Use of proceeds and hedging” on page 16. |
The securities involve risks not
associated with an investment in ordinary debt securities. See
“Risk Factors” beginning on page 8.
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 securities 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 Information
About the Securities” 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 dated November
16, 2020
Prospectus dated November 16,
2020
Morgan Stanley |
 |
Morgan Stanley Finance LLC
Enhanced Trigger Jump Securities due May 3, 2024 Based on the
Performance of Brent Crude Oil Futures Contracts
Principal at Risk
Securities
Investment Summary
Enhanced Trigger Jump Securities
Principal at Risk Securities
The Enhanced Trigger Jump Securities due May 3, 2024 Based on the
Performance of Brent Crude Oil Futures Contracts (the “securities”)
can be used:
|
§ |
To gain exposure to the performance of Brent crude oil futures
contracts and provide diversification of underlying asset class
exposure |
|
§ |
To provide limited protection against loss and potentially
outperform the underlying commodity for a limited range of
performance due to the fixed percentage return if the final
commodity price is greater than or equal to 60% of the
initial commodity price, which we refer to as the downside
threshold value |
The securities are exposed to the performance (whether negative or
positive) of Brent crude oil futures contracts, but have a fixed
percentage return payable at maturity if the final commodity price
is greater than or equal to the downside threshold value. There is
no minimum payment at maturity on the securities. Accordingly, you
could lose your entire initial investment in the securities.
Maturity: |
Approximately 13 months |
Minimum payment at
maturity: |
None. You could lose your entire
initial investment in the securities. |
Interest: |
None |
Payment scenario
1: |
If the final
commodity price is greater than or equal to the downside
threshold value, you will receive a full return of principal at
maturity plus a return based on the fixed percentage of
13.25%. |
Payment scenario
2: |
If the final
commodity price is less than the downside threshold value,
you will not receive a full return of principal at
maturity. Instead, you will receive an amount equal to the
sum of the stated principal amount and a return based on the
commodity percent change, which will be negative. The
payment you receive will be significantly less than the stated
principal amount and could be zero. There is no minimum
payment at maturity on the securities, and, accordingly, you could
lose your entire investment. |
The original issue price of each security is $1,000. This price
includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently,
the estimated value of the securities on the pricing date will be
less than $1,000. We estimate that the value of each security on
the pricing date will be approximately $970.10, or within $40.10 of
that estimate. Our estimate of the value of the securities 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 securities on the pricing date, we take into account
that the securities comprise both a debt component and a
performance-based component linked to the underlying commodity. The
estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions
relating to the underlying commodity, instruments based on the
underlying commodity, 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 securities?
In determining the economic terms of the securities, including the
fixed percentage and the downside threshold value, 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 securities 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
securities?
Morgan Stanley Finance LLC
Enhanced Trigger Jump Securities due May 3, 2024 Based on the
Performance of Brent Crude Oil Futures Contracts
Principal at Risk
Securities
The price at which MS & Co. purchases the securities in the
secondary market, absent changes in market conditions, including
those related to the underlying commodity, 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.
MS & Co. may, but is not obligated to, make a market in the
securities, and, if it once chooses to make a market, may cease
doing so at any time.
Morgan Stanley Finance LLC
Enhanced Trigger Jump Securities due May 3, 2024 Based on the
Performance of Brent Crude Oil Futures Contracts
Principal at Risk
Securities
Key Investment Rationale
This investment does not pay interest, but offers a fixed positive
return of 13.25% if the final commodity price is greater than or
equal to 60% of the initial commodity price, which we refer to as
the downside threshold value, and limited protection against a
decline in the final commodity price of up to 40%. However, if the
final commodity price is less than the downside threshold value on
the valuation date, the securities will be exposed on a 1-to-1
basis to the negative performance of Brent crude oil futures
contracts.
Upside Scenario |
The final commodity price is greater than or
equal to the downside threshold value, and, at maturity, an
investor would receive a full return of principal at maturity
plus a return based on the fixed percentage of
13.25%. |
|
|
Downside Scenario |
The final
commodity price is less than the downside threshold value,
and the securities redeem for less than the stated principal amount
by an amount proportionate to the negative performance of the
underlying commodity. Under these circumstances, the payment
at maturity will be significantly less than the $1,000 stated
principal amount and could be zero. There is no minimum
payment at maturity on the securities. Accordingly, you
could lose your entire initial investment in the
securities. |
Morgan Stanley Finance LLC
Enhanced Trigger Jump Securities due May 3, 2024 Based on the
Performance of Brent Crude Oil Futures Contracts
Principal at Risk
Securities
How the Securities Work
Payoff Diagram
The payoff diagram below illustrates the payment at maturity on the
securities based on the following terms:
Stated
principal amount: |
$1,000
per security |
Downside
threshold value: |
60% of the initial
commodity price (-40% change in final commodity price compared to
initial commodity price) |
Fixed
percentage: |
13.25% |
Securities Payoff Diagram |
 |
How it works
|
§ |
Upside Scenario. If
the final commodity price is greater than or equal to the downside
threshold value, an investor would receive a full return of
principal at maturity plus a return based on the fixed
percentage of 13.25%. |
|
§ |
Downside Scenario.
If the final commodity price is less than the downside threshold
value, the payment at maturity would be less than the stated
principal amount of $1,000 by an amount that is proportionate to
the decline in the final commodity price from the initial commodity
price. In this scenario, the investor would lose a significant
portion or all of the amount invested in the securities. For
example, if the final commodity price declines by 50% from the
initial commodity price, the payment at maturity would be $500 per
security (50% of the stated principal amount). |
Morgan Stanley Finance LLC
Enhanced Trigger Jump Securities due May 3, 2024 Based on the
Performance of Brent Crude Oil Futures Contracts
Principal at Risk
Securities
Hypothetical Examples
The examples below illustrate how the payment at maturity on the
securities is calculated and are based on the following terms:
Stated
principal amount: |
$1,000
per security |
Hypothetical initial
commodity price: |
$100 |
Hypothetical downside
threshold value: |
$60, which is 60%
of the hypothetical initial commodity price |
Fixed
percentage: |
13.25% |
The actual initial commodity price and downside threshold value
will be determined on the pricing date.
EXAMPLE 1: The final commodity price is greater than the
downside threshold value and has increased from the initial
commodity price by 25%. You receive the fixed percentage-based
return, but you do not participate in the appreciation of the
underlying commodity.
Hypothetical
final commodity price |
= |
$125 |
Commodity
percent change |
= |
(final
commodity price – initial commodity price) / initial commodity
price |
|
= |
($125
– $100) / $100 |
|
= |
25% |
Return
amount |
= |
stated
principal amount × fixed percentage |
|
= |
$1,000
× 13.25% |
|
= |
$132.50 |
Payment
at maturity |
= |
stated
principal amount + return amount |
|
= |
$1,132.50 |
Payment
at maturity = $1,132.50 |
EXAMPLE 2: The final commodity price has declined from the
initial commodity price by 10% but is greater than the downside
threshold value. You receive the fixed percentage-based
return.
Hypothetical
final commodity price |
= |
$90 |
Commodity
percent change |
= |
(final
commodity price – initial commodity price) / initial commodity
price |
|
= |
($90 –
$100) / $100 |
|
= |
–10% |
Return
amount |
= |
stated
principal amount × fixed percentage |
|
= |
$1,000
× 13.25% |
|
= |
$132.50 |
Payment
at maturity |
= |
stated
principal amount + return amount |
|
= |
$1,132.50 |
Payment
at maturity = $1,132.50 |
Morgan Stanley Finance LLC
Enhanced Trigger Jump Securities due May 3, 2024 Based on the
Performance of Brent Crude Oil Futures Contracts
Principal at Risk
Securities
EXAMPLE 3: The final commodity price has declined from the
initial commodity price by 50% and is less than the downside
threshold value. You are fully exposed to the decline in the final
commodity price from the initial commodity price.
Hypothetical
final commodity price |
= |
$50 |
Commodity
percent change |
= |
(final
commodity price – initial commodity price) / initial commodity
price |
|
= |
($50 –
$100) / $100 |
|
= |
–50% |
Return
amount |
= |
stated
principal amount × commodity percent change |
|
= |
$1,000
× (–50%) |
|
= |
–$500 |
Payment
at maturity |
= |
stated
principal amount + return amount, which means
that the payment at maturity is an amount significantly less
than the stated principal amount, because the return amount is
necessarily negative by a significant amount. |
|
= |
$1,000
+ (–$500) |
|
= |
$500 |
Payment
at maturity = $500 |
Morgan Stanley Finance LLC
Enhanced Trigger Jump Securities due May 3, 2024 Based on the
Performance of Brent Crude Oil Futures Contracts
Principal at Risk
Securities
Risk Factors
This section describes the material risks relating to the
securities. For further discussion of these and other risks, you
should read the section entitled “Risk Factors” in the accompanying
prospectus supplement and prospectus. We also urge you to consult
with your investment, legal, tax, accounting and other advisers in
connection with your investment in the securities.
Risks Relating to an Investment in the Securities
|
§ |
The securities do not pay interest or guarantee return of
any principal at maturity. The terms of the securities differ
from those of ordinary debt securities in that we do not guarantee
repayment of the principal amount of the securities at maturity and
do not pay you interest on the securities. If the final
commodity price is less than the downside threshold value, the
payment at maturity on each security will be significantly less
than the stated principal amount of the securities and could be
zero. Consequently, the entire principal amount of your investment
is at risk. |
|
§ |
The appreciation potential is fixed and limited. Where
the final commodity price is greater than or equal to the downside
threshold value, the appreciation potential of the securities is
limited to the return amount based on the fixed percentage of
13.25% of the stated principal amount, even if the final commodity
price is significantly greater than the initial commodity price.
See “Hypothetical Examples” above. |
|
§ |
You will lose the benefit of the fixed percentage return if
the final commodity price is less than the downside threshold
value. If the final commodity price is less than the downside
threshold value, the payment at maturity will solely depend on the
commodity percent change, which will be negative, and you will lose
the benefit of the minimum return based on the fixed percentage. As
a result, you will be exposed on a 1-to-1 basis to the negative
performance of the underlying commodity over the term of the
securities and you will lose a significant portion or all of your
investment in the securities. |
|
§ |
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. You are dependent on our ability to pay all amounts
due on the securities at maturity and therefore you are subject to
our credit risk. If we default on our obligations under the
securities, your investment would be at risk and you could lose
some or all of your investment. As a result, the market value of
the securities 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 securities. |
|
§ |
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 securities is not linked to the
value of the underlying commodity at any time other than the
valuation date. The final commodity price will be based on the
commodity price on the valuation date, subject to adjustment for
non-trading days and certain market disruption events. Even if the
price of the underlying commodity appreciates prior to the
valuation date but then drops by the valuation date, 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 price of
the underlying commodity prior to such drop. Although the actual
price of the underlying commodity on the maturity date or at other
times during the term of the securities may be higher than the
final commodity price, the payment at maturity will be based solely
on the commodity price on the valuation date. |
|
§ |
The market price of the securities may be influenced by many
unpredictable factors. Several factors, many of which are
beyond our control, will influence the value of the securities in
the secondary market and the price at which MS & Co. may be
willing to purchase or sell the securities in the secondary market,
including: |
Morgan Stanley Finance LLC
Enhanced Trigger Jump Securities due May 3, 2024 Based on the
Performance of Brent Crude Oil Futures Contracts
Principal at Risk
Securities
|
· |
the market price of the underlying commodity and futures
contracts on the underlying commodity and the volatility (frequency
and magnitude of changes in price) of such prices; |
|
· |
whether or not the price of the underlying commodity is less
than the downside threshold value; |
|
· |
trends of supply and demand for the underlying commodity at any
time, as well as the effects of speculation or any government
actions that could affect the markets for the underlying
commodity; |
|
· |
interest and yield rates in the market; |
|
· |
geopolitical conditions and
economic, financial, political, regulatory or judicial events that
affect the underlying commodity or commodities markets generally and which
may affect the price of the underlying commodity; |
|
· |
the time remaining until the maturity of the securities;
and |
|
· |
any actual or anticipated changes in our credit ratings or
credit spreads. |
Some or all of these factors will influence the price you will
receive if you sell your securities prior to maturity. For example,
you may have to sell your securities at a substantial loss if the
price of the underlying commodity at the time of sale is at or
below its initial price and especially if it is near or below the
downside threshold value or it is believed to be likely to do so in
light of the then-current price of the underlying commodity.
You cannot predict the future prices of the underlying commodity
based on its historical prices. The final commodity price may be
less than the downside threshold value such that you will be
exposed on a 1-to-1 basis to the negative performance of the
underlying commodity and, as a result, you will lose a significant
portion or all of your investment at maturity. There can be no
assurance that the final commodity price will be greater than or
equal to the downside threshold value so that you will receive at
maturity an amount that is greater than the stated principal amount
of the securities, or that you will not lose a significant portion
or all of your investment.
|
§ |
Investing in the securities is not equivalent to investing
in the underlying commodity or in futures contracts or forward
contracts on the underlying commodity. By purchasing the securities, you do not
purchase any entitlement to the underlying commodity or futures
contracts or forward contracts on the underlying commodity.
Furthermore, by purchasing the securities, you are taking credit
risk to us and not to any counter-party to futures contracts or
forward contracts on the underlying commodity. |
|
§ |
The securities will not be listed on any securities exchange
and secondary trading may be limited. The securities will not
be listed on any securities exchange. Therefore, there may be
little or no secondary market for the securities. MS & Co. may,
but is not obligated to, make a market in the securities 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 securities, 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 securities.
Even if there is a secondary market, it may not provide enough
liquidity to allow you to trade or sell the securities easily.
Since other broker-dealers may not participate significantly in the
secondary market for the securities, the price at which you may be
able to trade your securities 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 securities,
it is likely that there would be no secondary market for the
securities. Accordingly, you should be willing to hold your
securities to maturity. |
|
§ |
Hedging and trading activity by our affiliates could
potentially adversely affect the value of the securities. One
or more of our affiliates and/or third-party dealers expect to
carry out hedging activities related to the securities (and to
other instruments linked to the underlying commodity), including
trading in futures contracts on the underlying commodity, and
possibly in other instruments related to the underlying commodity.
As a result, these entities may be unwinding or adjusting hedge
positions during the term of the securities, 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 and other financial
instruments related to the underlying commodity on a regular basis
as part of their general broker-dealer, commodity trading,
proprietary trading and other businesses. Any of these hedging or
trading activities on or prior to the pricing date could
potentially increase the initial commodity price and, as a result,
could increase the downside threshold value, which is the price at
or above which the final commodity price must be on the valuation
date so that you do not suffer a significant loss on your initial
investment in the securities. Additionally, such hedging or trading
activities during the term of the securities, including on the
valuation date, could potentially affect the final commodity price
and whether the final commodity price is less than the downside
threshold value, and, accordingly, the amount of cash you will
receive upon a sale of the securities or at maturity, if any. |
Morgan Stanley Finance LLC
Enhanced Trigger Jump Securities due May 3, 2024 Based on the
Performance of Brent Crude Oil Futures Contracts
Principal at Risk
Securities
|
§ |
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. 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 securities 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 securities in the original issue price and the lower
rate we are willing to pay as issuer make the economic terms of the
securities less favorable to you than they otherwise would be.
|
§ |
The estimated value of the securities 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 securities than those generated by
others, including other dealers in the market, if they attempted to
value the securities. 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
securities in the secondary market (if any exists) at any time. The
value of your securities 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 will be influenced by many
unpredictable factors” above. |
|
§ |
The calculation agent, which is a subsidiary of Morgan
Stanley and an affiliate of MSFL, will make determinations with
respect to the securities. As calculation agent, MSCG will
determine the initial commodity price, the downside threshold
value, the final commodity price and whether the final commodity
price is less than the downside threshold value on the valuation
date, the commodity percent change and whether a market disruption
event has occurred. Additionally, the calculation agent will
calculate the amount of cash, if any, you will receive at maturity.
Moreover, certain determinations made by MSCG, in its capacity as
calculation agent, may require it to exercise discretion and make
subjective judgments, such as with respect to the occurrence or
non-occurrence of market disruption events or calculation of the
commodity price in the event of a market disruption event. These
potentially subjective determinations may adversely affect the
payout to you at maturity, if any. For further information
regarding these types of determinations, see “Description of
Securities—Postponement of Valuation Date(s),” “—Alternate Exchange
Calculation in Case of an Event of Default” and “—Calculation Agent
and Calculations” and related definitions in the accompanying
prospectus supplement. In addition, MS & Co. has determined the
estimated value of the securities on the pricing date. |
|
§ |
The U.S. federal income tax consequences of an investment in
the securities are uncertain. Please read the discussion under
“Additional provisions—Tax considerations” in this document and the
discussion under “United States Federal Taxation” in the
accompanying prospectus supplement (together, the “Tax Disclosure
Sections”) concerning the U.S. federal income tax consequences of
an investment in the securities. If the Internal Revenue Service
(the “IRS”) were successful in asserting an alternative treatment,
the timing and character of income on the securities might differ
significantly from the tax treatment described in the Tax
Disclosure Sections. For example, under one possible treatment, the
IRS could seek to recharacterize the securities as debt
instruments. In that event, U.S. Holders would be required to
accrue into income original issue discount on the securities every
year at a “comparable yield” determined at the time of issuance and
recognize all income and gain in respect of the securities as
ordinary income. The risk that financial instruments providing for
buffers, triggers or similar downside protection features, such as
the securities, 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 securities, 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
Morgan Stanley Finance LLC
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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, which very generally
can operate to recharacterize certain long-term capital gain as
ordinary income and impose an interest charge. 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 securities, 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 securities, including possible
alternative treatments, the issues presented by this notice and any
tax consequences arising under the laws of any state, local or
non-U.S. taxing jurisdiction.
Risks Relating to the Underlying Commodity
|
§ |
Single commodity prices tend to be more volatile than, and
may not correlate with, the prices of commodities generally.
The payment at maturity is linked exclusively to the price of
futures contracts on Brent crude oil and not to a diverse basket of
commodities or a broad-based commodity index. The price of futures
contracts on Brent crude oil may not correlate to, and may diverge
significantly from, the prices of commodities generally. Because
the securities are linked to 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 futures contracts on Brent crude oil may be,
and has recently been, highly volatile, and we can give you no
assurance that the volatility will lessen. |
|
§ |
Investments linked to a single commodity are subject to
sharp fluctuations in commodity prices, and the price of Brent
crude oil may change unpredictably and affect the value of the
securities in unforeseeable ways. Investments, such as the
securities, linked to the price of a single commodity, such as
Brent crude oil futures contracts, are subject to sharp
fluctuations in the price of the commodity over short periods due
to a variety of factors. Brent crude oil is light sweet crude oil
from the North Sea. Most refinement takes place in Northwest
Europe. Brent crude oil prices are generally more volatile and
subject to dislocation than prices of other commodities. Demand for
refined petroleum products by consumers, as well as by the
agricultural, manufacturing and transportation industries, affects
the price of crude oil. Crude oil’s end-use as a refined
product is often as transport fuel, industrial fuel and in-home
heating fuel. Potential for substitution in most areas
exists, although considerations including relative cost often limit
substitution levels. Because the precursors of demand
for petroleum products are linked to economic activity, demand will
tend to reflect economic conditions. Demand is also
influenced by government regulations, such as environmental or
consumption policies. In addition to general economic
activity and demand, prices for crude oil are affected by political
events, labor activity, developments in production technology such
as fracking and, in particular, direct government intervention
(such as embargos) or supply disruptions in major oil producing
regions of the world. Such events tend to affect oil
prices worldwide, regardless of the location of the
event. Supply for crude oil may increase or decrease
depending on many factors. These include production
decisions by the Organization of the Petroleum Exporting Countries
(“OPEC”) and other crude oil producers. OPEC has the
potential to influence oil prices worldwide because its members
possess a significant portion of the world’s oil supply. In the
event of sudden disruptions in the supplies of oil, such as those
caused by war, natural events, accidents, acts of terrorism or
cyberattacks, prices of oil futures contracts could become
extremely volatile and unpredictable. Also, sudden and
dramatic changes in the futures market may occur, for example, upon
the commencement or cessation of hostilities that may exist in
countries producing oil, the introduction of new or previously
withheld supplies into the market or the introduction of substitute
products or commodities. Brent crude oil prices may also
be affected by short-term changes in supply and demand because of
trading activities in the oil market and seasonality (e.g., weather
conditions such as hurricanes). The price of Brent crude oil
futures has experienced very severe price fluctuations over the
recent past and there can be no assurance that this extreme price
volatility will not continue in the future. |
More recently, prior to and since Russia’s further invasion of
Ukraine, the price of oil, including the price of Brent crude oil
futures contracts, has been volatile and increased significantly.
This conflict has led to disruptions in the supply of oil and
caused fluctuations in the price of oil, and changing geopolitical
conditions and political events in Europe, the Middle East and
elsewhere are likely to cause continued volatility in the price of
oil. In addition, on March 8, 2022, the U.S. Government issued an
executive order banning the import of Russian oil to the United
States. The U.S. Congress has also passed legislation to ban
imports of Russian oil. These actions, and similar governmental,
regulatory or
Morgan Stanley Finance LLC
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legislative actions in the United States or in other jurisdictions,
including, without limitation, sanctions-related actions by the
U.S. or foreign governments, could cause prices of oil futures
contracts to become even more volatile and unpredictable. Any of
these developments could adversely affect the price of Brent crude
oil futures and, therefore, the value of the securities and the
payment at maturity, if any. See “Underlying Commodity Overview” on
page 14.
You can review a table of the published high and low commodity
prices, as well as end-of-quarter commodity prices, of the
underlying commodity for each calendar quarter in the period from
January 1, 2018 through March 24, 2023 on page 15 and a graph that
plots the daily commodity prices of the underlying commodity for
the same period in this document on page 14. You cannot predict the
future performance of the underlying commodity based on its
historical performance. In addition, there can be no assurance that
the final commodity price will be greater than or equal to the
downside threshold value so that you do not suffer a significant
loss on your initial investment in the securities.
|
§ |
An investment linked to commodity futures contracts is not
equivalent to an investment linked to the spot prices of physical
commodities. The securities have returns based on the change in
price of futures contracts on the underlying commodity, not the
change in the spot price of the actual physical commodity to which
such futures contracts relate. The price of a futures contract
reflects the expected value of the commodity upon delivery in the
future, whereas the price of a physical commodity reflects the
value of such commodity upon immediate delivery, which is referred
to as the spot price. Several factors can result in differences
between the price of a commodity futures contract and the spot
price of a commodity, including the cost of storing such commodity
for the length of the futures contract, interest costs related to
financing the purchase of such commodity and expectations of supply
and demand for such commodity. While the changes in the price of a
futures contract are usually correlated with the changes in the
spot price, such correlation is not exact. In some cases, the
performance of a commodity futures contract can deviate
significantly from the spot price performance of the related
underlying commodity, especially over longer periods of time.
Accordingly, investments linked to the return of commodities
futures contracts may underperform similar investments that reflect
the spot price return on physical commodities. |
|
§ |
Differences between futures prices and the spot price of
Brent crude oil may decrease the amount payable at maturity.
The initial commodity price and
final commodity price that are used to determine the payment at
maturity on the securities are determined by reference to the
settlement price of the first nearby month futures contract for
Brent crude oil on the pricing date and valuation date,
respectively, and will not therefore reflect the spot price of
Brent crude oil on such dates. The market for futures contracts on
Brent crude oil has experienced periods of backwardation, in which
futures prices are lower than the spot price, and periods of
contango, in which futures prices are higher than the spot price.
If the contract is in contango on the pricing date or in
backwardation on the valuation date, the amount payable at maturity
on the securities will be less than if the initial Brent crude oil
price or final Brent crude oil price, respectively, was determined
with reference to the spot price. |
|
§ |
Suspension or disruptions of market trading in Brent crude
oil futures contracts may adversely affect the value of the
securities. The futures
market for Brent crude oil is 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 Brent crude oil futures contracts
and, therefore, the value of the securities. |
|
§ |
Legal and regulatory changes could adversely affect the
return on and value of the securities. Futures contracts and
options on futures contracts, including those related to the
underlying commodity, are subject to extensive statutes,
regulations, and margin requirements. The Commodity Futures Trading
Commission, commonly referred to as the “CFTC,” and the exchanges
on which such futures contracts trade, are authorized to take
extraordinary actions in the event of a market emergency,
including, for example, the retroactive implementation of
speculative position limits or higher margin requirements, the
establishment of daily limits and the suspension of trading.
Furthermore, certain exchanges have regulations that limit the
amount of fluctuations in futures contract prices that may occur
during a single five-minute trading period. These limits could
adversely affect the market prices of relevant futures and options
contracts and forward contracts. The regulation of commodity
transactions in the U.S. is subject to ongoing modification by
government and judicial action. In addition, various non-U.S.
governments have expressed concern regarding the disruptive effects
of speculative trading in the commodity markets and the need to
regulate the derivative markets in |
Morgan Stanley Finance LLC
Enhanced Trigger Jump Securities due May 3, 2024 Based on the
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general. The effect on the value of the securities of any future
regulatory change is impossible to predict, but could be
substantial and adverse to the interests of holders of the
securities.
For example, the Dodd-Frank Act, which was enacted on July 21,
2010, requires the CFTC to establish limits on the amount of
positions that may be held by any person in certain commodity
futures contracts and swaps, futures and options that are
economically equivalent to such contracts. While the effects of
these or other regulatory developments are difficult to predict,
when adopted, such rules may have the effect of making the markets
for commodities, commodity futures contracts, options on futures
contracts and other related derivatives more volatile and over time
potentially less liquid. Such restrictions may force market
participants, including us and our affiliates, or such market
participants may decide, to sell their positions in such futures
contracts and other instruments subject to the limits. If this
broad market selling were to occur, it would likely lead to
declines, possibly significant declines, in commodity prices, in
the price of such commodity futures contracts or instruments and
potentially, the value of the securities.
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Underlying Commodity Overview
Crude oil is used as a refined product primarily as transport fuel,
industrial fuel and in-home heating fuel. The price of Brent crude
oil to which the return on the securities is linked is based on the
official settlement price per barrel of Brent blend crude oil on
the ICE Futures Europe of the first nearby month futures contract,
stated in U.S. dollars, as made public by the ICE Futures Europe on
such date.
Underlying
Commodity Information as of March 24, 2023 |
|
Bloomberg
Ticker Symbol* |
Current
Commodity Price |
52
Weeks Ago |
52
Week
High |
52
Week
Low |
Brent
crude oil (in U.S. dollars) |
CO1 |
$74.99 |
$119.03 |
$123.58
(on 6/8/2022) |
$72.97
(on 3/17/2023) |
*
The Bloomberg ticker symbol is being provided for reference
purposes only. The commodity price on any trading day will be
determined based on the price published by the ICE Futures
Europe.
The following graph sets forth the daily commodity prices of the
underlying commodity for each quarter in the period from January 1,
2018 through March 24, 2023. The related table sets forth the
published high and low commodity prices, as well as end-of-quarter
commodity prices, of the underlying commodity for each quarter in
the same period. The commodity price of the underlying commodity on
March 24, 2023 was $74.99. We obtained the information in the table
and graph below from Bloomberg Financial Markets, without
independent verification. The underlying commodity has at times
experienced periods of high volatility. You should not take the
historical performance of the underlying commodity as an indication
of its future performance, and no assurance can be given as to the
commodity price of the underlying commodity on any date, including
on the valuation date.
Daily Commodity Prices of Brent Crude Oil Futures Contracts
January 1, 2018 to March 24, 2023
|
 |
The solid red line indicates the hypothetical downside threshold
value, assuming the commodity price of the underlying commodity on
March 24, 2023 were the initial commodity price.
Morgan Stanley Finance LLC
Enhanced Trigger Jump Securities due May 3, 2024 Based on the
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Brent Crude Oil (in U.S. dollars per barrel)
|
High ($)
|
Low ($)
|
Period End ($)
|
2018 |
|
|
|
First Quarter |
70.53 |
62.59 |
70.27 |
Second Quarter |
79.80 |
67.11 |
79.44 |
Third Quarter |
82.72 |
70.76 |
82.72 |
Fourth Quarter |
86.29 |
50.47 |
53.80 |
2019 |
|
|
|
First Quarter |
68.50 |
54.91 |
68.39 |
Second Quarter |
74.57 |
59.97 |
66.55 |
Third Quarter |
69.02 |
56.23 |
60.78 |
Fourth Quarter |
68.44 |
57.69 |
66.00 |
2020 |
|
|
|
First Quarter |
68.91 |
22.74 |
22.74 |
Second Quarter |
43.08 |
19.33 |
41.15 |
Third Quarter |
45.86 |
39.61 |
40.95 |
Fourth Quarter |
52.26 |
37.46 |
51.80 |
2021 |
|
|
|
First Quarter |
69.63 |
51.09 |
63.54 |
Second Quarter |
76.18 |
62.15 |
75.13 |
Third Quarter |
79.53 |
65.18 |
78.52 |
Fourth Quarter |
86.40 |
68.87 |
77.78 |
2022 |
|
|
|
First Quarter |
127.98 |
78.98 |
107.91 |
Second Quarter |
123.58 |
98.48 |
114.81 |
Third Quarter |
113.50 |
84.06 |
87.96 |
Fourth Quarter |
98.57 |
76.10 |
85.91 |
2023 |
|
|
|
First Quarter (through March 24,
2023) |
88.19 |
72.97 |
74.99 |
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Additional Information About the Securities
Please read this information in
conjunction with the summary terms on the front cover of this
document.
Additional
provisions: |
|
Denominations: |
$1,000 and
integral multiples thereof |
Minimum ticketing size: |
$1,000
/ 1 security |
Tax considerations: |
Although there is uncertainty regarding the U.S. federal income tax
consequences of an investment in the securities due to the lack of
governing authority, in the opinion of our counsel, Davis Polk
& Wardwell LLP, under current law, and based on current market
conditions, a security should be treated as a single financial
contract that is an “open transaction” for U.S. federal income tax
purposes. However, because our counsel’s opinion is based in part
on market conditions as of the date of this document, it is subject
to confirmation on the pricing date.
Assuming this treatment of the securities is respected and subject
to the discussion in “United States Federal Taxation” in the
accompanying prospectus supplement, the following U.S. federal
income tax consequences should result based on current law:
§
A U.S. Holder should not be required to recognize
taxable income over the term of the securities prior to settlement,
other than pursuant to a sale or exchange.
§ Upon
sale, exchange or settlement of the securities, a U.S. Holder
should recognize gain or loss equal to the difference between the
amount realized and the U.S. Holder’s tax basis in the securities.
Such gain or loss should be long-term capital gain or loss if the
investor has held the securities for more than one year, and
short-term capital gain or loss otherwise.
In 2007, the U.S. Treasury Department and the Internal Revenue
Service (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, which very generally
can operate to recharacterize certain long-term capital gain as
ordinary income and impose an interest charge. 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 securities, possibly
with retroactive effect.
Section 871(m) of the Internal Revenue Code of 1986, as amended,
and Treasury regulations promulgated thereunder (“Section 871(m)”)
generally impose a 30% (or a lower applicable treaty rate)
withholding tax on dividend equivalents paid or deemed paid to
Non-U.S. Holders with respect to certain financial instruments
linked to U.S. equities or indices that include U.S. equities
(each, an “Underlying Security”). Because the securities reference
a commodity that is not treated for U.S. federal income tax
purposes as an Underlying Security, payment on the securities to
Non-U.S. Holders should not be subject to Section 871(m).
Both U.S. and non-U.S. investors considering an investment in
the securities should read the discussion under “Risk Factors” in
this document and the discussion under “United States Federal
Taxation” in the accompanying prospectus supplement and consult
their tax advisers regarding all aspects of the U.S. federal income
tax consequences of an investment in the securities, including
possible alternative treatments, the issues presented by the
aforementioned notice and any tax consequences arising under the
laws of any state, local or non-U.S. taxing jurisdiction.
The discussion in the preceding paragraphs under “Tax
considerations” and the discussion contained in the section
entitled “United States Federal Taxation” in the accompanying
prospectus supplement, insofar as they purport to describe
provisions of U.S. federal income tax laws or legal conclusions
with respect thereto, constitute the full opinion of Davis Polk
& Wardwell LLP regarding the material U.S. federal tax
consequences of an investment in the securities.
|
Trustee: |
The Bank of New
York Mellon |
Calculation
agent: |
Morgan Stanley
Capital Group Inc. (“MSCG”) |
Use of
proceeds and hedging: |
The proceeds from the sale of the securities will be used by us for
general corporate purposes. We will receive, in aggregate, $1,000
per security issued, because, when we enter into hedging
transactions in order to meet our obligations under the securities,
our hedging counterparty will
|
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|
reimburse the cost of the agent’s commissions. The costs of the
securities borne by you and described beginning on page 2 above
comprise the agent’s commissions and the cost of issuing,
structuring and hedging the securities.
On or prior to the pricing date, we will hedge our anticipated
exposure in connection with the securities by entering into hedging
transactions with our affiliates and/or third party dealers. We
expect our hedging counterparties to take positions in futures
contracts on the underlying commodity or positions in any other
available instruments that they may wish to use in connection with
such hedging. Such purchase activity could increase the initial
commodity price, and, as a result, could increase the downside
threshold value, which is the price at or above which the final
commodity price must be on the valuation date so that you do not
suffer a significant loss on your initial investment in the
securities. In addition, through our affiliates, we are likely to
modify our hedge position throughout the life of the securities,
including on the valuation date, by purchasing and selling futures
contracts on the underlying commodity or positions in any other
available instruments that we may wish to use in connection with
such hedging activities, including by selling any such instruments
during the term of the securities, including on the valuation date.
As a result, these entities may be unwinding or adjusting hedge
positions during the term of the securities, and the hedging
strategy may involve greater and more frequent dynamic adjustments
to the hedge as the valuation date approaches. We cannot give any
assurance that our hedging activities will not affect the commodity
price, and, therefore, adversely affect the value of the securities
or the payment you will receive at maturity, if any. For further
information on our use of proceeds and hedging, see “Use of
Proceeds and Hedging” in the accompanying prospectus
supplement.
|
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 securities,
either directly or indirectly. |
Supplemental
information regarding plan of distribution; conflicts of
interest: |
JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and its
affiliates will act as placement agents for the securities and will
receive a fee from the Issuer or one of its affiliates that will
not exceed $10 per $1,000 stated principal amount of securities,
but will forgo any fees for sales to certain fiduciary
accounts.
MS & Co. is an affiliate of MSFL and a wholly owned subsidiary
of Morgan Stanley, and it and other affiliates of ours expect to
make a profit by selling, structuring and, when applicable, hedging
the securities. When MS & Co. prices this offering of
securities, it will determine the economic terms of the securities
such that for each security the estimated value on the pricing date
will be no lower than the minimum level described in “Investment
Summary” on page 2.
MS & Co. will conduct this offering in compliance with the
requirements of FINRA Rule 5121 of the Financial Industry
Regulatory Authority, Inc., which is commonly referred to as FINRA,
regarding a FINRA member firm’s distribution of the securities of
an affiliate and related conflicts of interest. MS & Co. or any
of our other affiliates may not make sales in this offering to any
discretionary account. See “Plan of Distribution (Conflicts of
Interest)” and “Use of Proceeds and Hedging” in the accompanying
prospectus supplement.
|
Where you
can find more information: |
Morgan Stanley and MSFL have filed a registration statement
(including a prospectus, as supplemented by the prospectus
supplement) with the Securities and Exchange Commission, or SEC,
for the offering to which this communication relates. You should
read the prospectus in that registration statement, the prospectus
supplement and any other documents relating to this offering that
Morgan Stanley and MSFL have filed with the SEC for more complete
information about Morgan Stanley, MSFL and this offering. You may
get these documents without cost by visiting EDGAR on the SEC web
site at www.sec.gov. Alternatively, Morgan Stanley, MSFL, any
underwriter or any dealer participating in the offering will
arrange to send you the prospectus supplement and prospectus if you
so request by calling toll-free 800-584-6837.
You may access these documents on the SEC web site at
www.sec.gov. as follows:
Prospectus Supplement dated November
16, 2020
Prospectus dated November 16,
2020
Terms used but not defined in this document are defined in the
prospectus supplement or in the prospectus.
|
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