Form 424B2 MORGAN STANLEY
othe occurrence of certain events affecting the underlying stock which may or may not require an adjustment of the adjustment factor, and
oany actual or anticipated change in our credit ratings or credit spreads.
The price of the underlying stock may be, and recently has been, volatile, and we cannot assure you that the volatility will decrease. See “Introducing Shopify Inc.” below. You may receive less, and possibly much less, than the stated principal amount per security if you try to sell your securities before maturity.
??The Securities are subject to our credit risk, and any actual or anticipated change in 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 on each Conditional Payment Date, on Automatic Redemption or at Maturity, and you are therefore subject to our credit risk. If we default in our obligations under the Securities, your investment would be at risk and you could lose some or all of your investment. Therefore, 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 decrease in our credit ratings or increase in credit spreads charged by the market to take our credit risk could have an adverse effect on the market value of the securities.
??As a financial subsidiary, MSFL has no independent activities and will not have independent assets. As a financial subsidiary, MSFL has no independent activity beyond the issuance and administration of its securities and will have no independent assets available for distribution to holders of MSFL securities if they make any claims regarding these securities in the context of bankruptcy, resolution or similar proceedings. Accordingly, any recovery by such holders will be limited to those available under the related Morgan Stanley guarantee and such guarantee will rank pari passu with all other unsecured and unsubordinated obligations of Morgan Stanley. Holders will have only one claim against Morgan Stanley and its collateral assets. The holders of securities issued by MSFL must therefore assume that, in such a procedure, they would have no priority over and should be treated pari passu with the claims of other unsecured and unsubordinated creditors of Morgan Stanley, including holders of securities issued by Morgan Stanley.
??Investing in the Securities is not the same as investing in the Class A Subordinate Voting Shares of Shopify Inc. Investors in the Securities will not have any voting rights or the right to receive dividends or other distributions or any other rights in respect of the Underlying Share. Therefore, any return on the securities will not reflect the return you would realize if you actually owned shares of the underlying shares and received any dividends paid or distributions made thereon.
??The securities will not be listed on any stock exchange and secondary trading may be limited. The securities will not be listed on any stock exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to, create a market in the securities and, if it once chooses to create a market, may cease to do so at any time. When making a market, it will usually do so for routine secondary market-sized transactions 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 the related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the titles. Even though there is a secondary market, it may not provide enough liquidity for you to trade or sell the securities easily. Since other brokers may not participate meaningfully in the secondary market for securities, the price at which you can trade your securities will likely depend on the price, if any, at which MS & Co. is prepared to trade. . If at any time MS & Co. were to cease to have a market for the securities, it is likely that there would be no secondary market for the securities. Therefore, you should be prepared to hold your securities until they mature.
??The rate we are prepared to pay for securities of this type, maturity and issue 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 the costs associated with the issuance, sale, structuring and hedging of the securities in the initial issue price reduce the economic conditions of the securities, causing the estimated value of the securities is lower than the initial issue price and negatively affect secondary market prices. Assuming that market conditions or any other relevant factor do not change, the prices, if any, at which brokers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than the initial issue price, because the secondary market prices will exclude the costs of issue, sale, structuring and hedging which are included in the initial issue price and borne by you and because secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in such a secondary market transaction as well as other factors.
The inclusion of the costs of issuing, selling, structuring and hedging the securities in the initial issue price and the lower rate that we are willing to pay as the issuer makes the economic conditions of the securities less favorable for you than they would otherwise.
However, given that the costs associated with the issue, sale, structuring and hedging of securities are not fully deducted at the time of issue, for a period of up to 6 months following the date issue, to the extent that MS & Co. may buy or sell the securities in the secondary market, in the absence of changes in market conditions, including those relating to the underlying stock, and our