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XS1962487903 ( en USD )

12/04/2024 - Obligation échue

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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 USD, avec le code ISIN XS1962487903, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/04/2024

OFFERING CIRCULAR FOR NOTES, WARRANTS AND CERTIFICATES
25 June 2021
as issuer and guarantor
(incorporated under the laws of the State of Delaware in the United States of America)
MORGAN STANLEY & CO. INTERNATIONAL PLC
as issuer
(incorporated with limited liability in England and Wales)
MORGAN STANLEY B.V.
as issuer
(incorporated with limited liability in The Netherlands)
MORGAN STANLEY FINANCE LLC
as issuer
(formed under the laws of the State of Delaware in the United States of America)
MORGAN STANLEY FINANCE II LTD
as issuer
(incorporated with limited liability in the Bailiwick of Jersey)
Regulation S Program for the Issuance of Notes, Series A and B, Warrants and Certificates
Under the Regulation S Program for the Issuance of Notes, Series A and B, Warrants and Certificates (the "Program")
described in this Offering Circular (the "Offering Circular"), Morgan Stanley ("Morgan Stanley"), Morgan Stanley &
Co. International plc ("MSI plc" or "MSIP"), Morgan Stanley B.V. ("MSBV"), Morgan Stanley Finance LLC ("MSFL")
and Morgan Stanley Finance II Ltd ("MSFII") or any of Morgan Stanley's subsidiaries that accedes to the Program (each,
an "Additional Issuer" and, together with Morgan Stanley, MSI plc, MSBV, MSFL and MSFII, the "Issuers" and each,
an "Issuer") may offer from time to time Series A Notes and Series B Notes (together, the "Notes") and (with the
exception of MSFL and MSFII), Warrants (the "Warrants") and Certificates (the "Certificates"). The Notes, Warrants
and Certificates which are being offered under this Offering Circular (including, in the case of English Law Notes, as
issued under the Issue and Paying Agency Agreement and, in the case of Warrants and Certificates, as issued under the
Securities Agency Agreement (in each case, as defined below)) shall be referred to collectively as "Program Securities"
in this Offering Circular.
References herein to "this Offering Circular" shall, where applicable, be deemed to be references to this Offering
Circular as supplemented from time to time. The specific terms of any Program Securities will be as set forth in this
Offering Circular and (i) completed by the applicable Pricing Supplement prepared in relation to the Program Securities,
or (ii) supplemented, amended and/or replaced to the extent described in the relevant drawdown Listing Particulars (as
defined in the rules of the Global Exchange Market of Euronext Dublin, as revised from time to time, or as defined in the
rules of the GSX Global Market of the Gibraltar Stock Exchange), as the case may be.
The payment of all amounts due in respect of Program Securities issued by MSBV, MSFL, MSFII or an Additional Issuer
will, unless specified otherwise in the appropriate Pricing Supplement or, in the case of an Additional Issuer, in the
accession agreement pursuant to which such Additional Issuer accedes to the Program, be unconditionally and irrevocably
guaranteed by Morgan Stanley (in such capacity, the "Guarantor") pursuant to a guarantee dated as of 25 June 2021 (as
supplemented and/or amended and/or restated and/or replaced from time to time). Payment of amounts due in respect of
Notes, Warrants and Certificates issued by MSI plc is not guaranteed by Morgan Stanley.
The Program Securities are not intended to be offered, sold or otherwise made available and should not be offered, sold
or otherwise made available to "retail clients" in the European Economic Area (the "EEA") as defined in the rules set out
in the Markets in Financial Instruments Directive 2014/65/EU, as amended ("MiFID II") or in the United Kingdom (the
"UK") as defined in the rules set out in Regulation (EU) No 2017/565 as it forms part of "retained EU law" as defined in
the European Union (Withdrawal) Act 2018 (the "EUWA"). Prospective investors are referred to the sections headed
"PRIIPs / IMPORTANT EEA RETAIL INVESTORS" and "UK PRIIPs/IMPORTANT UK RETAIL INVESTORS"
beginning on on page viii of this Offering Circular for further information.

This Offering Circular is valid for 12 months as of 25 June 2021 and may be supplemented from time to time.
MORGAN STANLEY
as Arranger
ii

Important Notices
Warning
This Offering Circular does not constitute a "prospectus" for the purposes of Regulation (EU) 2017/1129 (as
amended, the "Prospectus Regulation") or Regulation (EU) 2017/1129 as it forms part of "retained EU law",
as defined in the EUWA (the "UK Prospectus Regulation"), and has been prepared on the basis that no
prospectus shall be required under the Prospectus Regulation or UK Prospectus Regulation for any Program
Securities to be offered and sold under it. This Offering Circular has not been approved or reviewed by any
regulator which is a competent authority under the Prospectus Regulation in the EEA or in any other
jurisdiction.
Approvals
This Offering Circular has been approved by:
(i)
The Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") as base Listing
Particulars pursuant to the listing and admission to trading rules of Euronext Dublin for the purpose
of providing information with regard to the issue of Program Securities hereunder, to be admitted to
the Official List of Euronext Dublin and trading on its Global Exchange Market during the twelve
month period following the date hereof. The Global Exchange Market is the exchange regulated
market of Euronext Dublin and is not a regulated market for the purposes of MiFID II;
(ii)
the Luxembourg Stock Exchange pursuant to the appendices to the Rules and Regulations of the
Luxembourg Stock Exchange, to be admitted to trading on the Luxembourg Stock Exchange's Euro
MTF market and to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock
Exchange's Euro MTF market is not a regulated market for the purposes of MiFID II or Article
2(1)(13A) of Regulation (EU) 600/2014 as it forms part of "retained EU law" as defined in the
EUWA. Pursuant to Part 2 / Chapter 2 / point 206 of the Rules and Regulations of the Luxembourg
Stock Exchange, every significant new factor relating to the information contained in this Offering
Circular, which is capable of affecting the assessment of the Program Securities and arises after the
date hereof, shall be covered by a supplement to this Offering Circular. This Offering Circular
constitutes a Base Prospectus for the purpose of Luxembourg law dated July 16, 2019 on Prospectus
for Securities and the Pricing Supplement; and
(iii)
the Gibraltar Stock Exchange (GSX Limited) pursuant to the listing and admission to trading rules of
the Gibraltar Stock Exchange, to be listed on the Global Market of the Gibraltar Stock Exchange.
Listing
Applications have been made for the Series A Notes, the Warrants and the Certificates to be:
(i)
admitted to the Official List of Euronext Dublin and trading on its Global Exchange Market. As noted
above, the Global Exchange Market is the exchange regulated market of Euronext Dublin and is not
a regulated market for the purposes of MiFID II;
(ii)
admitted to the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg
Stock Exchange's Euro MTF market; and
(iii)
listed on the Global Market of the Gibraltar Stock Exchange,
in each case during the period from and including the date hereof up to but excluding 24 June 2022.
The applicable Pricing Supplement will specify where the Series A Notes will be listed.
The Series B Notes will not be admitted to listing, trading and/or quotation by any listing authority, stock
exchange and/or quotation system.
The applicable Pricing Supplement will specify whether and where the Warrants or the Certificates (as
applicable) will be listed.
i

MiFID II product governance / target market
The Pricing Supplement in respect of any Program Securities may include a legend entitled "MiFID II
Product Governance" which will outline the target market assessment in respect of the Program Securities
and which channels for distribution of the Program Securities are appropriate. Any person subsequently
offering, selling or recommending the Program Securities (a "distributor") should take into consideration the
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Program Securities (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
dealer subscribing for any Program Securities is a manufacturer in respect of such Program Securities, but
otherwise neither the dealer(s) nor any of its respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
UK MiFIR product governance / target market
The Pricing Supplement in respect of any Program Securities may include a legend entitled "UK MiFIR
Product Governance" which will outline the target market assessment in respect of the Program Securities
and which channels for distribution of the Program Securities are appropriate. Any person subsequently
offering, selling or recommending the Program Securities (a "distributor") should take into consideration the
target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Program Securities (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any dealer subscribing for any Program Securities is a manufacturer in respect of such
Program Securities, but otherwise neither dealer(s) nor any of its respective affiliates will be a manufacturer
for the purpose of the UK MiFIR Product Governance Rules.
Benchmarks Regulation
Interest and/or other amounts payable under the Program Securities may be calculated by reference to certain
reference rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU)
2016/1011 of the European Parliament and of the Council on indices used as benchmarks in financial
instruments and financial contracts or to measure the performance of investment funds (the "Benchmarks
Regulation") and the Benchmarks Regulation as it forms part of domestic law by virtue of the EUWA (the
"UK Benchmarks Regulation"). If any such reference rate does constitute such a benchmark, the Pricing
Supplement will indicate whether or not the benchmark is provided by an administrator included in the register
of administrators and benchmarks established and maintained by the European Securities and Markets
Authority ("ESMA") pursuant to Article 36 (Register of administrators and benchmarks) of the Benchmarks
Regulation and whether or not the benchmark is provided by an administrator included in the register of
administrators and benchmarks established and maintained by the United Kingdom Financial Conduct
Authority ("FCA") pursuant to Article 36 (Register of administrators and benchmarks) of the UK Benchmarks
Regulation. Transitional provisions in the Benchmarks Regulation and the UK Benchmarks Regulation may
have the result that the administrator of a particular benchmark is not required to appear in the relevant register
of administrators and benchmarks at the date of the Pricing Supplement. The registration status of any
administrator under the Benchmarks Regulation and the UK Benchmarks Regulation is a matter of public
record and, save where required by applicable law, the Issuer does not intend to update the Pricing Supplement
to reflect any change in the registration status of the administrator.
Responsibility statements
Each of Responsible Persons accepts responsibility for the information contained in this Offering Circular and
the Registration Document dated 11 December 2020 and to the best of the knowledge of the Responsible
Persons (each having taken all reasonable care to ensure that such is the case), the information contained in
this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of
such information.
ii

"Responsible Person" means:
(i) Morgan Stanley in relation to (A) this Offering Circular which comprises this Offering Circular with the
exception of: (i) the items under the sub-sections entitled "Morgan Stanley & Co. International plc", "Morgan
Stanley B.V.", "Morgan Stanley Finance LLC" and "Morgan Stanley Finance II Ltd" in the section entitled
"Incorporation by Reference" set out at pages 60-63; (ii) the sub-sections entitled "Selected key financial
information relating to MSI plc", "Selected key financial information relating to MSBV", "Selected key
financial information relating to MSFL" and "Selected key financial information relating to MSFII" contained
in the Overview section set out on pages 2-4; (iii) the section entitled "Description of Morgan Stanley Finance
II Ltd" set out on pages 541-543 and (iv) Items 1(b)-(e), 2(b)-(e), 3(c), 5(b)-(e), 7-10 and 11(b)-(e) in the
section entitled "General Information" set out at pages 638-643; and (B) the Morgan Stanley registration
document (the "Morgan Stanley Registration Document") which comprises the Registration Document with
the exception of (i) Items 6 to 14 in the section entitled "Information Incorporated by Reference" set out at
pages 26-30; and (ii) the sections entitled "Description of Morgan Stanley & Co. International plc" set out at
pages 67-74; "Description of Morgan Stanley B.V." set out at pages 75-78; and "Description of Morgan Stanley
Finance LLC" set out at pages 79-81;
(ii) MSI plc in relation to (A) this Offering Circular which comprises this Offering Circular with the exception
of: (i) Items under the headings "Morgan Stanley", "Morgan Stanley B.V.", "Morgan Stanley Finance LLC"
and "Morgan Stanley Finance II Ltd" in the section entitled "Incorporation by Reference" set out at pages 57-
63; (ii) the sections entitled "Selected key financial information relating to Morgan Stanley", "Selected key
financial information relating to MSBV", "Selected key financial information relating to MSFL" and "Selected
key financial information relating to MSFII" contained in the Overview section set out on pages 2-4; (iii) the
section entitled "Description of Morgan Stanley Finance II Ltd" set out on pages 541-543 and (iv) Items 1(a)
and (c)-(e), 2(a) and (c)-(e), 3(a)-(b) and (c)(ii)- (iii), 5(a) and (c)-(e), 6, 8-10 and 11(a) and (c)-(e) in the
section entitled "General Information" set out at pages 638-643; and (B) the MSI plc registration document
(the "MSI plc Registration Document") which comprises the Registration Document with the exception of
(i) Items 1 to 5 and 9 to 14 in the section entitled "Information Incorporated by Reference" set out at pages
22-30; and (ii) the sections entitled "Description of Morgan Stanley" set out at pages 33-66; "Description of
Morgan Stanley B.V." set out at pages 75-78; "Description of Morgan Stanley Finance LLC" set out at pages
79-81; and "Subsidiaries of Morgan Stanley as of 31 December 2019" set out at page 82;
(iii) MSBV in relation to (A) this Offering Circular which comprises this Offering Circular with the exception
of: (i) Items under the headings "Morgan Stanley", "Morgan Stanley & Co. International plc", "Morgan
Stanley Finance LLC" and "Morgan Stanley Finance II Ltd" in the section entitled "Incorporation by
Reference" set out at pages 57-63; (ii) the sections entitled "Selected key financial information relating to
Morgan Stanley", "Selected key financial information relating to MSI plc", "Selected key financial information
relating to MSFL" and "Selected key financial information relating to MSFII" contained in the Overview
section set out on pages 2-4; (iii) the section entitled "Description of Morgan Stanley Finance II Ltd" set out
on pages 541-543 and (iv) Items 1(a)-(b) and (d)-(e), 2(a)-(b) and (d)-(e), 3(a)-(b) and (c)(i) and (iii), 5(a)-(b)
and (d)-(e), 6-7, 9-10 and 11(a)-(b) and (d)-(e) in the section entitled "General Information" set out at pages
638-643; and (B) the MSBV registration document (the "MSBV Registration Document") which comprises
the Registration Document with the exception of (i) Items 1 to 8 and 12 to 14 in the section entitled
"Information Incorporated by Reference" set out at pages 22-30; and (ii) the sections entitled "Description of
Morgan Stanley" set out at pages 75-78; "Description of Morgan Stanley & Co. International plc" set out at
pages 67-74; "Description of Morgan Stanley Finance LLC" set out at pages 79-81; and "Subsidiaries of
Morgan Stanley as of 31 December 2019" set out at page 82;
(iv) MSFL in relation to (A) this Offering Circular which comprises this Offering Circular with the exception
of: (i) Items under the headings "Morgan Stanley", "Morgan Stanley & Co. International plc", "Morgan
Stanley B.V." and "Morgan Stanley Finance II Ltd" in the section entitled "Incorporated by Reference" set out
at pages 57-63; (ii) the sections entitled "Selected key financial information relating to Morgan Stanley",
"Selected key financial information relating to MSI plc", "Selected key financial information relating to
MSBV" and "Selected key financial information relating to MSFII" contained in the Overview section set out
on pages 2-4; (iii) the section entitled "Description of Morgan Stanley Finance II Ltd" set out on pages 541-
543 and (iv) Items 1(a)-(c) and (e), 2(a)-(c) and (e), 3(a)-(b) and (c)(i)- (ii), 5(a)-(c) and (e), 6-8, 10 and 11(a)-
(c) and (e) in the section entitled "General Information" set out at pages 638-643; and (B) the MSFL
registration document (the "MSFL Registration Document") which comprises the Registration Document
with the exception of (i) Items 1 to 11 in the section entitled "Information Incorporated by Reference" set out
at pages 22-28; and (ii) the sections entitled "Description of Morgan Stanley" set out at pages 33-66;
"Description of Morgan Stanley & Co. International plc" set out at pages 67-74; "Description of Morgan
iii

Stanley B.V." set out at pages 75-78; and "Subsidiaries of Morgan Stanley as of 31 December 2019" set out at
page 82; and
(v) MSFII in relation to (A) this Offering Circular which comprises this Offering Circular with the exception
of: (i) Items under the headings "Morgan Stanley", "Morgan Stanley & Co. International plc", "Morgan
Stanley B.V." and "Morgan Stanley Finance LLC" in the section entitled "Incorporated by Reference" set out
at pages 57-62; (ii) the sections entitled "Selected key financial information relating to Morgan Stanley",
"Selected key financial information relating to MSI plc", "Selected key financial information relating to
MSBV" and "Selected key financial information relating to MSFL" contained in the Overview section set out
on pages 2-3; and (iii) Items 1(a)-(d), 2(a)-(d), 3(a)-(c), 5(a)-(d), 6-9 and 11(a)-(d) in the section entitled
"General Information" set out at pages 638-643.
However, see "No consent given or responsibility taken for any public offerings in the EEA or in the UK"
below.
Offering restrictions in the EEA and in the UK
This Offering Circular has been prepared on the basis that any offer of Program Securities in any Member
State of the EEA or in the UK (each, a "Relevant State") will be made pursuant to an exemption under the
Prospectus Regulation or the UK Prospectus Regulation from the requirement to publish a prospectus for
offers of Program Securities. Accordingly, any person making or intending to make an offer in that Relevant
State of Program Securities which are the subject of an offering contemplated in this Offering Circular as
completed by a Pricing Supplement in relation to the offer of those Program Securities may only do so in
circumstances in which no obligation arises for the relevant Issuer or MSI plc, which may act in whole or in
part through an affiliate thereof, and Morgan Stanley & Co. LLC as distribution agents (the "Distribution
Agents") to publish or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation or Article
23 of the UK Prospectus Regulation in relation to such offer. None of the Issuers, the Guarantor or the
Distribution Agents has authorised, nor do they authorise, the making of any offer of Program Securities in
circumstances in which an obligation arises for the Issuer to publish a prospectus in the EEA, in the UK or in
any other jurisdiction.
No consent given or responsibility taken for any public offerings in the EEA or in the UK
None of the Issuers, the Guarantor or the Distribution Agents consents to the use of this Offering Circular (or
any supplement thereto or any Pricing Supplement) by any financial intermediary or any other person for the
purpose of making a public offering of the Program Securities in the EEA or in the UK, and none of the
Issuers, the Guarantor or the Distribution Agents accepts any responsibility for the content of this Offering
Circular to any person with respect to the making of a public offering of the Program Securities by any
financial intermediary or other person or for the actions of such financial intermediary or other person making
such offer. The Issuers, the Guarantor and the Distribution Agents agree and acknowledge that this Offering
Circular may only be used for the purposes for which it has been published, as described further herein.
Rating
Program Securities may or may not be rated. Any credit rating applied for in relation to a tranche of Program
Securities will be specified in the applicable Pricing Supplement.
Jersey Notices
A copy of this document has been delivered to the registrar of companies in Jersey (the "Jersey Registrar")
in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, as amended, and the
Jersey Registrar has given, and has not withdrawn, his consent to its circulation. The Jersey Financial Services
Commission (the "Commission") has given, and has not withdrawn, or will have given prior to the issue of
Notes by MSFII and not withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order
1958 to the issue of Notes by MSFII. The Commission is protected by the Control of Borrowing (Jersey) Law
1947, as amended, against liability arising from the discharge of its functions under that law. It must be
distinctly understood that, in giving these consents, neither the Jersey Registrar nor the Commission takes any
responsibility for the financial soundness of MSFII or for the correctness of any statements made, or opinions
expressed, with regard to it. If you are in any doubt about the contents of this document you should consult
your stockbroker, bank manager, solicitor, accountant or other financial adviser.
iv

The investments described in this document do not constitute a collective investment fund for the purpose of
the Collective Investment Funds (Jersey) Law 1988, as amended, on the basis that they are investment products
designed for financially sophisticated investors with specialist knowledge of, and experience of investing in,
such investments, who are capable of fully evaluating the risks involved in making such investments and who
have an asset base sufficiently substantial as to enable them to sustain any loss that they might suffer as a
result of making such investments. These investments are not regarded by the Commission as suitable
investments for any other type of investor.
It should be remembered that the price of securities and the income from them can go down as well as up. Any
individual intending to invest in any investment described in this document should consult his or her
professional adviser and ensure that he or she fully understands all the risks associated with making such an
investment and has sufficient financial resources to sustain any loss that may arise from it.
Neither the investments described in this document nor the activities of any functionary with regard to such
investments are subject to all the provisions of the Financial Services (Jersey) Law 1998.
Program borrowing limit
The U.S. Dollar value, determined as of the respective issue dates, of the aggregate principal amount of Notes
outstanding and the aggregate issue price of the Warrants and Certificates outstanding and any other notes,
warrants and or certificates authorized for issuance pursuant to the Authorizing Resolutions (as defined
below), shall not at any one time exceed U.S.$55,000,000,000. The Program Securities were authorised by
Morgan Stanley pursuant to resolutions (the "Authorizing Resolutions") adopted at a meeting of the Board
of Directors of Morgan Stanley held on 25 September 1998, as amended and updated pursuant to resolutions
adopted at meetings of the Board of Directors of Morgan Stanley held on 17 June 2003, 14 December 2004,
20 September 2005, 12 December 2006, 19 June 2007, 17 September 2007 and 16 June 2008.
Governing law
The governing law of the Program Securities will be as follows:
(i)
The Notes will be governed by either the laws of the State of New York ("New York Law Notes")
or the laws of England and Wales ("English Law Notes"), as specified in the applicable Pricing
Supplement. MSI plc, MSBV, MSFL, MSFII and each Additional Issuer may issue English Law
Notes, but shall not issue New York Law Notes.
(ii)
The Warrants and Certificates will be governed by the laws of England and Wales. Morgan Stanley
may issue Certificates only and MSI plc, MSBV and MSFL may issue both Warrants and Certificates.
MSFII may not issue Warrants or Certificates.
Risk warning
The Program Securities may not be a suitable investment for all investors
An investment in the Program Securities entails certain risks, which vary depending on the specification and
type or structure of the Program Securities.
Each potential investor should determine whether an investment in the Program Securities is appropriate in its
particular circumstances. An investment in the Program Securities requires a thorough understanding of the
nature of the relevant transaction. Potential investors should be experienced with respect to an investment in
the Program Securities and be aware of the related risks.
An investment in the Program Securities is only suitable for potential investors who:
(i)
have the requisite knowledge and experience in financial and business matters to evaluate the merits
and risks of an investment in the Program Securities and the information contained or incorporated
by reference into this document;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate such merits and risks in the
context of the potential investor's particular financial situation and to evaluate the impact the Program
Securities will have on their overall investment portfolio;
v

(iii)
understand thoroughly the terms of the Program Securities and are familiar with the behaviour of the
Relevant Underlying or Relevant Factor as applicable and financial markets;
(iv)
are capable of bearing the economic risk of an investment in the Program Securities until the maturity
date of the Notes or exercise date of the Warrants or Certificates;
(v)
recognise that it may not be possible to dispose of the Program Securities for a substantial period of
time, if at all before the maturity date in respect of the English Law Notes and/or the New York Notes
or the specified expiration date in respect of the Warrants and Certificates; and
(vi)
are familiar with the behaviour of the Relevant Underlying or Relevant Factor, as applicable and
relevant financial markets and be able to evaluate (either alone or with the help of a financial and
legal advisor) possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
The Program Securities are complex financial instruments. Sophisticated institutional investors generally do
not purchase complex financial instruments as standalone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of
risk to their overall portfolios. A potential investor should not invest in the Program Securities unless it has
the expertise (either alone or with a financial and legal advisor) to evaluate how the Program Securities will
perform under changing conditions, the resulting effects on the value of the Program Securities and the impact
this investment will have on the potential investor's overall investment portfolio. Each Issuer, and the
Distribution Agents, disclaim any responsibility to advise prospective investors of any matters arising under
the law of the country in which they reside that may affect the purchase of, or holding of, or the receipt of
payments or deliveries on the Program Securities.
Secured Overnight Financing Rate
As further described under "Risk Factors Relating to the Program Securities" below, the interest rate on the
Notes may be SOFR or may, in certain circumstances, be determined by reference to either Fallback Term
SOFR or Fallback Compounded SOFR (each as defined in the Terms and Conditions of the Notes).
SOFR is published by the New York Federal Reserve and is intended to be a broad measure of the cost of
borrowing cash overnight collateralized by U.S. Treasury securities. The New York Federal Reserve reports
that SOFR includes all trades in the Broad General Collateral Rate and bilateral Treasury repurchase
agreement (repo) transactions cleared through the delivery-versus-payment service offered by the Fixed
Income Clearing Corporation (the "FICC"), a subsidiary of the Depository Trust and Clearing Corporation
("DTCC"), and SOFR is filtered by the New York Federal Reserve to remove some (but not all) of the
foregoing transactions considered to be "specials". According to the New York Federal Reserve, "specials"
are repos for specific-issue collateral, which take place at cash-lending rates below those for general collateral
repos because cash providers are willing to accept a lesser return on their cash in order to obtain a particular
security.
The New York Federal Reserve reports that SOFR is calculated as a volume-weighted median of transaction-
level triparty repo data collected from The Bank of New York Mellon as well as General Collateral Finance
Repo transaction data and data on bilateral Treasury repo transactions cleared through the FICC's delivery-
versus-payment service. The New York Federal Reserve also notes that it obtains information from DTCC
Solutions LLC, an affiliate of DTCC.
If data for a given market segment were unavailable for any day, then the most recently available data for that
segment would be utilized, with the rates on each transaction from that day adjusted to account for any change
in the level of market rates in that segment over the intervening period. SOFR would be calculated from this
adjusted prior day's data for segments where current data were unavailable, and unadjusted data for any
segments where data were available. To determine the change in the level of market rates over the intervening
period for the missing market segment, the New York Federal Reserve would use information collected
through a daily survey conducted by its Trading Desk of primary dealers' repo borrowing activity. Such daily
survey would include information reported by Morgan Stanley & Co. LLC, a wholly owned subsidiary of
Morgan Stanley, as a primary dealer.
The New York Federal Reserve notes on its publication page for SOFR that use of SOFR is subject to
important limitations, indemnification obligations and disclaimers, including that the New York Federal
vi

Reserve may alter the methods of calculation, publication schedule, rate revision practices or availability of
SOFR at any time without notice.
Each U.S. government securities business day, the New York Federal Reserve publishes SOFR on its website
at approximately 8:00 a.m., New York City time. If errors are discovered in the transaction data provided by
The Bank of New York Mellon or DTCC Solutions LLC, or in the calculation process, subsequent to the initial
publication of SOFR but on that same day, SOFR and the accompanying summary statistics may be
republished at approximately 2:30 p.m., New York City time. Additionally, if transaction data from The Bank
of New York Mellon or DTCC Solutions LLC had previously not been available in time for publication, but
became available later in the day, the affected rate or rates may be republished at around this time. Rate
revisions will only be effected on the same day as initial publication and will only be republished if the change
in the rate exceeds one basis point. Any time a rate is revised, a footnote to the New York Federal Reserve's
publication would indicate the revision. This revision threshold will be reviewed periodically by the New York
Federal Reserve and may be changed based on market conditions.
Because SOFR is published by the New York Federal Reserve based on data received from other sources, the
Issuer has no control over its determination, calculation or publication. See "Risk Factors Relating to the
Program Securities" below.
The information contained in this section "Secured Overnight Financing Rate" is based upon the New York
Federal Reserve's Website and other U.S. government sources.
Investing in the Program Securities involves risks. See "Risk Factors relating to the Program Securities"
beginning on page 11 of this Offering Circular.
Important U.S. notices
THE PROGRAM SECURITIES AND ANY GUARANTEE IN RESPECT THEREOF, AND THE
SECURITIES TO BE DELIVERED ON EXERCISE OR REDEMPTION OF THE PROGRAM
SECURITIES (IF ANY), HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NONE OF THE
ISSUERS OR THE GUARANTOR ARE REGISTERED, OR WILL REGISTER, UNDER THE U.S.
INVESTMENT COMPANY ACT OF 1940, AS AMENDED. TRADING IN THE PROGRAM
SECURITIES HAS NOT BEEN APPROVED BY THE U.S. COMMODITY FUTURES TRADING
COMMISSION UNDER THE U.S. COMMODITY EXCHANGE ACT OF 1936, AS AMENDED (THE
"CEA").
THE PROGRAM SECURITIES, ANY INTEREST THEREIN AND ANY GUARANTEE IN
RESPECT THEREOF, AND THE SECURITIES TO BE DELIVERED ON EXERCISE OR
REDEMPTION OF THE PROGRAM SECURITIES (IF ANY), MAY NOT BE OFFERED, SOLD,
PLEDGED, ASSIGNED, DELIVERED OR OTHERWISE TRANSFERRED, EXERCISED OR
REDEEMED AT ANY TIME, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION
S UNDER THE SECURITIES ACT). HEDGING TRANSACTIONS INVOLVING ANY "EQUITY
SECURITIES" OF "DOMESTIC ISSUERS" (AS SUCH TERMS ARE DEFINED IN THE
SECURITIES ACT AND REGULATIONS THEREUNDER) MAY ONLY BE CONDUCTED IN
ACCORDANCE WITH THE SECURITIES ACT. SEE "SUBSCRIPTION AND SALE" AND "NO
OWNERSHIP BY U.S. PERSONS".
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE RELEVANT ISSUER AND, WHERE APPLICABLE, THE GUARANTOR
AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
THE PROGRAM SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE
OFFERING OF ANY PROGRAM SECURITIES OR THE ACCURACY OR THE ADEQUACY OF
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE
IN THE UNITED STATES.
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United States Withholding Tax
Payments in respect of a Program Security by Morgan Stanley, MSFL or MSFII may be subject to U.S.
withholding tax of 30 per cent. if the beneficial owner of the Program Security does not meet the criteria
for being exempt from this withholding tax. These criteria include the requirement that the beneficial
owner (or a financial institution holding the Program Security on behalf of the beneficial owner) comply
with certain tax identification and certification rules, generally by furnishing the appropriate U.S.
Internal Revenue Service Form W-8BEN or W-8BEN-E on which the beneficial owner certifies under
penalties of perjury (i) that it is not a U.S. person, (ii) in the case of an entity, that it is exempt from
FATCA withholding, and (iii) in the case of certain Program Securities, that it is eligible for a certain
exemption under an applicable tax treaty, as described below under "United States Federal Taxation".
U.S. withholding may also apply with respect to certain Program Securities issued by any Issuer that
are linked to U.S. equities or certain indices that include U.S. equities. If withholding is so required,
unless specified otherwise in an applicable Pricing Supplement none of the Issuers or any intermediary
will be required to pay any additional amounts with respect to the amounts so withheld.
Program Securities are not deposits and are not covered by any deposit protection scheme.
THE PROGRAM SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT
INSURED BY THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR DEPOSIT PROTECTION SCHEME
ANYWHERE, NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK.
No other person is authorised to give information on the Program Securities beyond what is in this
Offering Circular and related Pricing Supplement
No person has been authorised by any of Morgan Stanley, MSI plc, MSBV, MSFL or MSFII to give any
information or to make any representation not contained or incorporated by reference in this Offering Circular,
and, if given or made, that information or representation should not be relied upon as having been authorised
by Morgan Stanley, MSI plc, MSBV, MSFL or MSFII.
PRIIPs / IMPORTANT EEA RETAIL INVESTORS If the Pricing Supplement in respect of any
Program Securities includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the
Program Securities are not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a
retail investor in the EEA means a person who is one (or more) of:
(A)
a retail client as defined in point (11) of Article 4(1) of MiFID II, as amended;
(B)
a customer within the meaning of Directive (EU) 2016/97, where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(C)
not a qualified investor as defined in the Prospectus Regulation.
Consequently, if the Pricing Supplement in respect of any Program Securities includes a legend entitled
"Prohibition of Sales to EEA Retail Investors", no key information document required by Regulation
(EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the Program
Securities or otherwise making them available to retail investors in the EEA has been or will be
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPS Regulation.
UK PRIIPs/IMPORTANT UK RETAIL INVESTORS If the Pricing Supplement in respect of any
Program Securities includes a legend entitled "Prohibition of Sales to UK Retail Investors", the
Program Securities are not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For
these purposes, a retail investor in the UK means a person who is one (or more) of:
(A)
a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of "retained EU law", as defined in the EUWA; or
(B)
a customer within the meaning of the provisions of the Financial Services and Markets Act
2000 ("FSMA") and any rules or regulations made under the FSMA to implement Directive
viii