Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
February 26 2021 - 2:14PM
Edgar (US Regulatory)
Morgan
Stanley
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Free Writing Prospectus to Preliminary Pricing
Supplement No. 917
Registration Statement Nos. 333-250103; 333-250103
-01
Dated February 26, 2021; Filed pursuant to Rule
433
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5-Year Worst-of SPX, RTY and INDU Callable Contingent Income
Securities
This document provides a summary of the terms of the securities. Investors
must carefully review the accompanying preliminary pricing supplement referenced below, prospectus supplement, index supplement
and prospectus, and the “Risk Considerations” on the following page, prior to making an investment decision.
Terms
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Issuing entity:
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Morgan Stanley Finance LLC
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Guarantor:
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Morgan Stanley
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Underlyings:
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S&P 500® Index (SPX), Russell 2000® Index (RTY) and Dow Jones Industrial AverageSM (INDU)
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Call feature:
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Beginning after six months, quarterly, based on the output of a risk neutral valuation model. See the accompanying preliminary pricing supplement.
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Coupon barrier level:
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70% of the initial index value for each underlying
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Downside threshold level:
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70% of the initial index value for each underlying
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Contingent quarterly coupon:
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7.50% to 9.50% per annum
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Coupon payment dates:
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Quarterly
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Redemption dates:
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Beginning after six months, quarterly
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Pricing date:
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March 31, 2021
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Final observation date:
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March 31, 2026
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Maturity date:
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April 6, 2026
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CUSIP:
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61771VEM8
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Preliminary pricing supplement:
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https://www.sec.gov/Archives/edgar/data/895421/000183988221003026/ms917_424b2-02129.htm
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1All payments
are subject to our credit risk
Hypothetical Payout at Maturity1
(if the securities have not been previously
redeemed)
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Change in Worst Performing Underlying
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Payment at Maturity (excluding any coupon payable at maturity)
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+40%
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$1,000.00
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+30%
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$1,000.00
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+20%
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$1,000.00
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+10%
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$1,000.00
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0%
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$1,000.00
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-10%
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$1,000.00
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-20%
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$1,000.00
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-30%
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$1,000.00
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-31%
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$690.00
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-40%
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$600.00
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-50%
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$500.00
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-60%
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$400.00
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-70%
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$300.00
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-80%
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$200.00
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-90%
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$100.00
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-100%
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$0
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The
issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with
the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR
on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.
Underlying Indices
For more information about the underlying indices, including historical performance
information, see the accompanying preliminary pricing supplement.
Risk Considerations
The risks set forth below are discussed in more detail in the “Risk
Factors” section in the accompanying preliminary pricing supplement. Please review those risk factors carefully prior to
making an investment decision.
Risks Relating to an Investment in the Securities
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·
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The securities do not guarantee the
return of any principal.
|
|
·
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The securities do not provide for
regular interest payments.
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|
·
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The securities have early redemption
risk.
|
|
·
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The contingent quarterly coupon, if
any, is based only on the value of each underlying index on the related quarterly observation date.
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|
·
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Investors will not participate in
any appreciation in any underlying index.
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|
·
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The market price will be influenced
by many unpredictable factors.
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|
·
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The securities are subject to our
credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value
of the securities.
|
|
·
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The estimated value of the securities
is approximately $944.40
per security, or within $55.00 of that estimate, and is determined by reference to our pricing and valuation models, which may
differ from those of other dealers and is not a maximum or minimum secondary market price.
|
|
·
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As a finance subsidiary, MSFL has
no independent operations and will have no independent assets.
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|
·
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Not equivalent to investing in the
underlying indices.
|
|
·
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The securities will not be listed
on any securities exchange and secondary trading may be limited. Accordingly, you should be willing to hold your securities for
the entire 5-year term of the securities.
|
|
·
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The rate we are willing to pay for
securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit
spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and
hedging the securities in the original issue price reduce the economic terms of the securities, cause the estimated value of the
securities to be less than the original issue price and will adversely affect secondary market prices.
|
|
·
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Hedging and trading activity by our
affiliates could potentially affect the value of the securities.
|
|
·
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The calculation agent, which is a
subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities.
|
|
·
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The U.S. federal income tax consequences
of an investment in the securities are uncertain.
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Risks Relating to the Underlying Indices
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·
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You are exposed to the price risk
of each underlying index, with respect to both the contingent quarterly coupons, if any, and the payment at maturity, if any.
|
|
·
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Because the securities are linked
to the performance of the worst performing underlying index, you are exposed to greater risks of no contingent quarterly coupons
and sustaining a significant loss on your investment than if the securities were linked to just one index.
|
|
·
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The securities are linked to the Russell
2000® Index and are subject to risks associated with small-capitalization companies.
|
|
·
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Adjustments to the underlying indices
could adversely affect the value of the securities.
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Tax Considerations
You should review carefully the discussion in the accompanying preliminary
pricing supplement under the caption “Additional Information About the Securities–Tax considerations” concerning
the U.S. federal income tax consequences of an investment in the securities, and you should consult your tax adviser.
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