Obligation Morgan Stanleigh 3% ( XS1190287794 ) en EUR

Morgan Stanleigh

100 % ⇌

Etas-Unis

XS1190287794 ( en EUR )

3% par an ( paiement annuel )

24/02/2030

Prospectus brochure de l'obligation Morgan Stanley XS1190287794 en EUR 3%, échéance 24/02/2030

100 000 EUR

220 000 000 EUR

24/02/2026 ( Dans 74 jours )

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en EUR, avec le code ISIN XS1190287794, paye un coupon de 3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/02/2030

Final Terms dated 3 July 2015

MORGAN STANLEY
Issue of Series EU242 Tranche 3 EUR 40,000,000 CMS Notes due 2030
to be consolidated and to form a single series with the Series EU242 Tranche 1 EUR 150,000,000 and
Tranche 2 EUR 10,000,000 CMS Notes due 2030
under the Regulation S Program for the Issuance of Notes, Series A and Series B, Warrants and
Certificates
PART A CONTRACTUAL TERMS
This document constitutes Final Terms relating to the issue of Notes described herein. Terms used
herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes
set forth in the Base Prospectus dated 16 December 2014 and the supplement dated 12 May 2015
which together constitutess a base prospectus (the "Base Prospectus") for the purposes of the
Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes
the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus
Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full
information on the Issuer and the offer of the Notes is only available on the basis of the combination of
these Final Terms and the Base Prospectus. Copies of the Base Prospectus are available from the
offices of Morgan Stanley & Co. International plc at 25 Cabot Square, Canary Wharf, London, E14
4QA and copies of the Base Prospectus, any supplements thereto and these Final Terms are available
on the website of the Luxembourg Stock Exchange at www.bourse.lu.
1.
(i)
Series Number:
EU242

(ii) Series designation:
Series A

(iii) Tranche Number:
3

Fungible with the Series EU242 Tranche 1 EUR
150,000,000 and Tranche 2 EUR 10,000,000 CMS
Notes due 2030 issued by Morgan Stanley, bearing
ISIN XS1190287794. To be consolidated to form a
single series with Tranches 1 and 2 with effect as of
the Issue Date of Tranche 3.
2.
Specified Currency or
Euro

Currencies:
3.
Aggregate Nominal Amount of the EUR 40,000,000

Notes:

(i)
Series:
EUR 200,000,000

(ii) Tranche:
EUR 150,000,000 Tranche 1

EUR 10,000,000 Tranche 2
EUR 40,000,000 Tranche 3
4.
Issue Price
100 per cent. of par per Note

5.
(i)
Specified Denominations EUR 100,000

(Par):

(ii) Calculation Amount:
EUR 100,000

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EU242

6.
(i)
Issue Date:
24 February 2015 Tranche 1

17 June 2015 Tranche 2
3 July 2015 Tranche 3

(ii) Interest Commencement
Issue Date

Date:

In relation to interest payable under General
Condition 5 (Fixed Rate Note Provisions), Issue Date.
See paragraph 15 below for further details

In relation to interest payable under General
Condition 6 (Floating Rate Note, Equity-Linked,
Commodity-Linked, Currency-Linked, Inflation-
Linked and Fund-Linked Note Provisions), 24
February 2018. See paragraph 16 below for further
details
7.
Maturity Date:
24 February 2030

8.
Specified Day(s):
Not Applicable

9.
Strike Date:
Not Applicable

10.
Interest Basis:
Fixed to Floating Rate Notes

11.
Redemption/Payment Basis:
Paragraph 1.15 (Redemption at Maturity) of Section 2

of the Additional Conditions is applicable.

Specified Rate: 100 per cent.

12.
Put/Call Options:

(i)
Redemption at the option Not Applicable

of the Issuer:

(General Condition 15.5)

(ii) Redemption at the option Not Applicable

of the Noteholders:

(General Condition 15.7)

13.
Automatic Change of Interest Applicable: Paragraph 1.14 (Automatic Change of
Basis:
Interest Basis) of Section 2 of the Additional
Conditions is applicable
14.
Method of distribution:
Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.
Fixed Rate Note Provisions
Applicable

(General Condition 5 and Section

2 of the Additional Conditions)

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EU242

(i)
Step-Up Notes:
Not Applicable

(ii) Step-Down Notes:
Not Applicable

(iii) Fixed to Floating Rate Applicable

Notes:
(Paragraph
1.3(a)
of
Section 2 of the Additional
Conditions)

(iv) Fixed Interest Rate:
3 per cent. per annum payable annually in arrear

(v) Interest Period(s) subject
From (and including) the Interest Commencement
only to Fixed Rate Notes
Date falling on 24 February 2015 to (but excluding)
Provisions:
the Interest Payment Date falling on 24 February
2018

(vi) Interest Payment Date(s):
Each of the 24th day of February in each calendar
year from (and including) 24 February 2016 to (and
including) 24 February 2018, each adjusted in
accordance with the Business Day Convention
specified below

(vii) Business Day Convention
Following Business Day Convention, Unadjusted

(viii) Fixed Coupon Amount(s):
EUR 3,000 per Calculation Amount

(ix) Broken Amount(s):
Not Applicable

(x)
Day Count Fraction:
30/360

(General Condition 5.8)
16.
Floating Rate Note Provisions
Applicable. The Notes are Floored/Capped Floating
Rate Notes

(General Condition 6)

(i)
Floating to Fixed Rate Applicable

Notes:

(Paragraph
1.3(b)
of
Section 2 of the Additional
Conditions)

(ii)
Interest Payment Dates:
Each of the 24th day of February in each calendar
year from (and including) 24 February 2019 to (and
including) 24 February 2030, each adjusted in
accordance with the Business Day Convention
specified below

(iii)
Interest Period(s):
From (and including) the Interest Commencement
Date falling on 24 February 2018 to (but excluding)
the Interest Payment Date falling on the Maturity
Date

(iv)
Linear Interpolation:
Not Applicable

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EU242

(General Condition 6.4)

(v)
Business Day
Following Business Day Convention, Unadjusted

Convention:

(v)
Additional Business
TARGET

Centre(s):

(vi)
Manner in which the CMS Rate Determination

Floating Interest Rate(s)
is/are to be determined:

Interest Period
Floating Interest
Rate
From (and including) the CMS Rate
Interest Payment Date Determination
falling on 24 February
2018 to (but excluding)
the Interest Payment Date
falling on the Maturity
Date

(vii)
Party responsible for Morgan Stanley & Co International Plc

calculating the Rate(s)
of Interest and/or
Interest Amount(s):

(viii)
Screen Rate
Not Applicable

Determination:

(ix)
ISDA Determination:
Not Applicable

(x)
CMS Rate
Applicable

Determination:

·
CMS Interest Rate:
Single CMS Rate

·
Specified Swap Rate:
Annual swap rate

·
Reference Currency:
Euro

·
Designated Maturity:
10 years

·
Relevant Screen Page:
EUR-ISDA-EURIBOR Swap
Rate

·
Relevant Time:
11:00

·
Interest Determination 2 Business Days prior to the
Date(s):
first day of each Interest
Period

·
Fallback Rate
Determination Agent

Determination:
Fallback: Applicable

(xi)
Minimum Rate of
0 per cent. per annum

Interest:

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EU242

(xii)
Maximum Rate of
5 per cent. per annum

Interest:

(xiii)
Day Count Fraction:
30/360

17.
Range Accrual Notes:
Not Applicable

(General Conditions 5 and 6 and

Paragraph 1.8 of Section 2 of the
Additional Conditions)
18.
Barrier Notes:
Not Applicable

(Paragraph 1.9 of Section 2 of

the Additional Conditions)
19.
Steepener Notes:
Not Applicable

(Paragraph 1.10 of Section 2 of

the Additional Conditions)
20.
Digital Option Notes:
Not Applicable

(Paragraph 1.11 of Section 2 of

the Additional Conditions)
21.
Inverse Floater Notes:
Not Applicable

(Paragraph 1.12 of the

Additional Conditions)
22.
Switchable Notes:
Not Applicable

(Paragraph 1.13 of Section 2 of

the Additional Conditions)
23.
Zero Coupon Note Provisions
Not Applicable

(General Condition 7)

PROVISIONS RELATING TO REDEMPTION

24.
Call Option
Not Applicable

(General Condition 15.5)

25.
Put Option
Not Applicable

(General Condition 15.7)

26.
Early Redemption Amount
Fixed Redemption. The Specified Rate is 100 %.

upon Event of Default (General
Condition 20):
27.
Inconvertibility Event
Not Applicable

Provisions:

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EU242

(General Condition 32)

28.
Automatic Early Redemption Not Applicable

Event

(General Condition 15.11)

GENERAL PROVISIONS APPLICABLE TO THE NOTES

29.
Form of Notes:
Registered Notes

(General Condition 3)
Global Note Certificate registered in the name of a
nominee for a common depositary for Euroclear and
Clearstream, Luxembourg, exchangeable for
Individual Note Certificates in
the limited
circumstances described in the Global Note
Certificate
30.
Additional Business Centre(s)
TARGET

or other special provisions
relating to Payment Dates:
31.
Record Date:
As set out in the General Conditions.

32.
Redenomination,
The provisions in General Condition 31
renominalisation and
(Redenomination, Renominalisation and
reconventioning provisions:
Reconventioning) apply
33.
Taxation:

(i)
General Condition 19.1:
"Additional Amounts" is Applicable

(ii)
General Condition 19.3:
Implementation of Financial Transaction Tax Event is
Not Applicable
DISTRIBUTION
34.
(i)
If syndicated, names of
Not Applicable
Managers:

(ii) Date of Subscription
Not Applicable
Agreement:

(iii) Stabilising Manager(s) (if Not Applicable
any):
Morgan Stanley & Co. International plc
35.
If non-syndicated, name and
address of Dealer:
25 Cabot Square
London E14 4QA
36.
Non-exempt Offer and Offer Not Applicable
Period:

6

EU242

PART B OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING

Listing and admission to Application is expected to be made by the Issuer (or
Trading:
on its behalf) for the Notes to be admitted to trading
on the Luxembourg Stock Exchange's Regulated
Market and to be listed on the official list of the
Luxembourg Stock Exchange with effect from 20
May 2015. No assurances can be given that such
application for listing and/or admission to trading
will be granted (or, if granted, will be granted by the
Issue Date. The Issuer has no duty to maintain the
listing (if any) of the Notes on the relevant stock
exchange(s) over their entire lifetime.

Last day of Trading:
Maturity Date

2.
RATINGS

Ratings:
The Notes to be issued have been rated:

S&P: A-

3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

"Save as discussed in "Subscription and Sale" of the Base Prospectus dated 16
December 2014, so far as the Issuer is aware, no person involved in the offer of the
Notes has an interest material to the offer".
4.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES
(i)
Reasons for the offer:
The net proceeds from the sale
of Notes will be used by the
Issuer for general corporate
purposes, in connection with
hedging the Issuer's obligations
under the Notes, or both.
(ii)
Estimated net proceeds:
EUR 40,000,000

(iii)
Estimated total expenses:
Not Applicable

5.
Fixed Rate Notes only YIELD

Indication of yield:
Not Applicable

6.
Floating Rate Notes/ Range Accrual Notes / Barrier Notes only - HISTORIC
INTEREST RATES
Details of historic EUR-ISDA-EURIBOR Swap Rate rates can be obtained from

Reuters
7.
OPERATIONAL INFORMATION

8

EU242

ISIN Code:
XS1190287794

Common Code:
119028779

Any clearing system(s) other than Euroclear Not Applicable

Bank S.A./N.V. and Clearstream Banking
société anonyme
and the relevant
identification number(s):

Delivery:
Delivery free of payment

Names and addresses of initial Paying As per the Conditions

Agent(s):

Names and addresses of additional Paying Not Applicable

Agent(s) (if any):

Intended to be held in a manner which would Yes

allow Eurosystem eligibility:
Note that designation "yes"
simply means that the Notes are
intended upon issue to be
deposited with one of the ICSDs
as common safekeeper, and
registered in the name of a
nominee of one of the ICSDs
acting as common safekeeper and
does not necessarily mean that
the Notes will be recognised as
eligible collateral for Eurosystem
monetary policy and intra-day
credit operations by the
Eurosystem either on issue or
subsequently. Such recognition
will depend on satisfaction of
Eurosystem eligibility criteria
8.
TERMS AND CONDITIONS OF THE OFFER

Offer Price:
Not Applicable

Conditions to which the offer is subject:
Not Applicable

Description of the application process:
Not Applicable

Description of possibility to reduce Not Applicable

subscriptions and manner for refunding excess
amount paid by applicants:

Details of the minimum and/or maximum Not Applicable

amount of application:

Details of the method and time limited for Not Applicable

paying up and delivering the Notes:

Manner in and date on which results of the Not Applicable

offer are to be made public:

Procedure for exercise of any right of pre-
Not Applicable

emption, negotiability of subscription rights

9

EU242

and treatment of subscription rights not
exercised:

Process for notification to applicants of the Not Applicable

amount allotted and the indication whether
dealing may begin before notification is made:

Amount of any expenses and taxes Not Applicable

specifically charged to the subscriber or
purchaser:

Name(s) and address(es), to the extent known None

to the Issuer, of the placers in the various
countries where the offer takes place.
9.
PLACING AND UNDERWRITING

Name and address of the co-ordinator(s) of Not Applicable

the global offer and of single parts of the offer
and, to the extent known to the issuer or to the
offeror, of the placers in the various countries
where the offer takes place:

Name and address of any paying agents and Not Applicable

depository agents in each country:

Entities agreeing to underwrite the issue on a Not Applicable

firm commitment basis, and entities agreeing
to place the issue without a firm commitment
or under "best efforts" agreements. Where not
all of the issue is underwritten, a statement of
the portion not covered:
10.
OTHER MARKETS

All the regulated markets or equivalent None

markets on which, to the knowledge of the
issuer, securities of the same class of
securities to be offered or admitted to trading
are already admitted to trading:

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EU242