Bond Morgan Stanleigh 5.3% ( US61745VAB99 ) in USD

Issuer Morgan Stanleigh
Market price refresh price now   100 %  ⇌ 
Country  United States
ISIN code  US61745VAB99 ( in USD )
Interest rate 5.3% per year ( payment 2 times a year)
Maturity Perpetual



Prospectus brochure of the bond Morgan Stanley US61745VAB99 en USD 5.3%, maturity Perpetual


Minimal amount 100 000 USD
Total amount 300 000 000 USD
Cusip 61745VAB9
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Next Coupon 15/12/2025 ( In 3 days )
Detailed description Morgan Stanley is a leading global financial services firm offering investment banking, wealth management, investment management, and securities services to individuals, corporations, and governments worldwide.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745VAB99, pays a coupon of 5.3% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745VAB99, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B2 1 dp149437_424b2.htm FORM 424B2
PROSPECTUS SUPPLEMENT
Filed pursuant to Rule 424(b)(2)
(To Prospectus dated November 16, 2020)
Registration Statement No. 333-250103
400,000 SHARES OF
FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES M
300,000 DEPOSITARY SHARES
EACH REPRESENTING 1/100TH OF A SHARE OF
FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES N
This prospectus supplement relates to two series of preferred stock (and the depositary shares representing one such series)
issued by Morgan Stanley in connection with the acquisition of E*TRADE Financial Corporation. This prospectus
supplement and the accompanying prospectus are intended to be used by Morgan Stanley & Co. LLC and other Morgan
Stanley affiliates in connection with offers and sales of the Series M Preferred Stock and the Series N Depositary Shares
(each as defined below) in market-making transactions at negotiated prices related to prevailing market prices at the time of
sale or otherwise. Morgan Stanley & Co. LLC and such other Morgan Stanley affiliates may act as principal or agent in
such transactions.
Series M Preferred Stock. Holders of shares of perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series M
("Series M Preferred Stock"), liquidation preference $1,000 per share, of Morgan Stanley will be entitled to receive dividend
payments only when, as and if declared by our Board of Directors or a duly authorized committee of the Board. Any such
dividends will be payable from September 15, 2020 on a non-cumulative basis, semi-annually in arrears on the 15th day of
March and September of each year, commencing on March 15, 2021 and ending on September 15, 2026, and thereafter
quarterly in arrears on the 15th day of March, June, September and December of each year. Any such dividends will be
payable at a fixed rate per annum equal to 5.875% from September 15, 2020 to, but excluding, September 15, 2026 and
thereafter at a floating rate per annum equal to the three-month U.S. dollar LIBOR on the related dividend determination
date plus 4.435%. Payment of dividends on the Series M Preferred Stock is subject to certain legal, regulatory and other
restrictions as described elsewhere in this prospectus supplement.
In the event dividends are not declared on Series M Preferred Stock for payment on any dividend payment date, then those
dividends will not be cumulative and will cease to accrue or be payable. If we have not declared a dividend before the
dividend payment date for any dividend period, we will have no obligation to pay dividends accrued for that dividend period,
whether or not dividends on the Series M Preferred Stock are declared for any future dividend period.
We may, at our option, redeem the shares of Series M Preferred Stock (i) in whole or in part, from time to time, on any
dividend payment date on or after September 15, 2026 or (ii) in whole but not in part at any time within 90 days of certain
changes to regulatory capital requirements as described under "Description of Series M Preferred Stock -- Redemption," in
each case, at a redemption price of $1,000 per share, plus any declared and unpaid dividends, without accumulation of any
undeclared dividends. The Series M Preferred Stock will not have voting rights, except as set forth herein under
"Description of Series M Preferred Stock -- Voting Rights."
Series N Depositary Shares. Each of the 300,000 depositary shares offered hereby ("Series N Depositary Shares")
represents a 1/100th ownership interest in a share of perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
Series N ("Series N Preferred Stock"), liquidation preference $100,000 per share, of Morgan Stanley, deposited with The
Bank of New York Mellon, as depositary. The Series N Depositary Shares are evidenced by depositary receipts. As a holder
of Series N Depositary Shares, you are entitled to all proportional rights and preferences of the Series N Preferred Stock
(including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.
Holders of Series N Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our Board
of Directors or a duly authorized committee of the Board. Any such dividends will be payable from September 15, 2020 on a
non-cumulative basis, semi-annually in arrears on the 15th day of March and September of each year, commencing on
March 15, 2021 and ending on March 15, 2023, and thereafter quarterly in arrears on the 15th day of March, June,
September and December of each year. Any such dividends will be payable at a fixed rate per annum equal to 5.30% from
September 15, 2020 to, but excluding, March 15, 2023 and thereafter at a floating rate per annum equal to the three-month


U.S. dollar LIBOR on the related dividend determination date plus 3.16%. Payment of dividends on the Series N Preferred
Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement.
In the event dividends are not declared on Series N Preferred Stock for payment on any dividend payment date, then those
dividends will not be cumulative and will cease to accrue or be payable. If we have not declared a dividend before the
dividend payment date for any dividend period, we will have no obligation to pay dividends accrued for that dividend period,
whether or not dividends on the Series N Preferred Stock are declared for any future dividend period.
We may, at our option, redeem the shares of Series N Preferred Stock (i) in whole or in part, from time to time, on any
dividend payment date after October 2, 2025 or (ii) in whole but not in part at any time within 90 days of certain changes to
regulatory capital requirements as described under "Description of Series N Preferred Stock -- Redemption," in each case,
at a redemption price of $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid
dividends, without accumulation of any undeclared dividends. The Series N Preferred Stock will not have voting rights,
except as set forth herein under "Description of Series N Preferred Stock -- Voting Rights."
None of the Series M Preferred Stock, the Series N Preferred Stock or the Series N Depositary Shares will be listed or
displayed on any securities exchange or interdealer quotation system.
Investing in the Series M Preferred Stock or the Series N Depositary Shares involves risks. See "Risk Factors" beginning on
page S- 17.
The Series M Preferred Stock, the Series N Preferred Stock and the Series N Depositary Shares 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.
The Series M Preferred Stock, the Series N Preferred Stock and the Series N Depositary Shares were registered under the
Registration Statement on Form S-4 filed by Morgan Stanley on April 17, 2020.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
MORGAN STANLEY
April 16, 2021


TABLE OF CONTENTS
Page
Prospectus Supplement
Summary Information
S-1
Series M Preferred Stock
S-1
Series N Depositary Shares
S-9
Risk Factors
S-17
Risks Applicable to Both the Series M Preferred Stock and the Series N Preferred Stock
S-17
Risks Applicable to the Series M Preferred Stock
S-21
Risks Applicable to the Series N Preferred Stock
S-21
Description of Series M Preferred Stock
S-24
Description of Series N Preferred Stock
S-33
Description of Series N Depositary Shares
S-42
U.S. Federal Tax Considerations
S-44
EEA and United Kingdom Investors
S-49
Market-Making Transactions
S-49
Validity of the Securities
S-50
Prospectus
Summary
1
Risks Factors
7
Where You Can Find More Information
12
Morgan Stanley
14
Morgan Stanley Finance LLC
14
Use of Proceeds
15
Description of Debt Securities
15
Description of Units
49
Description of Warrants
57
Description of Purchase Contracts
61
Description of Capital Stock
63
Forms of Securities
75
Securities Offered on a Global Basis Through the Depositary
78
United States Federal Taxation
81
Plan of Distribution (Conflicts of Interest)
87
Legal Matters
89
Experts
90
Benefit Plan Investor Considerations
90
ii


You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus dated November 16, 2020. Morgan Stanley has not authorized anyone to provide you with
information other than that contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus. Morgan Stanley is offering to sell the Series M Preferred Stock and the Series N Depositary Shares (together, the
"securities"), and is seeking offers to buy the securities, only in jurisdictions where such offers and sales are permitted.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the securities in
certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus
supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating to the
offering of the securities and the distribution of this prospectus supplement and the accompanying prospectus outside the
United States.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS ­ The 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 means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU, as amended ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (the
"Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus
Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the
"PRIIPs Regulation") for offering or selling the securities or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS ­ The 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) the expression retail investor means a person who is one (or more) of
the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions of
the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA
to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA or (iii) not a qualified
investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK
Prospectus Regulation"); and consequently no key information document required by Regulation (EU) No 1286/2014 as it
forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the securities or
otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the securities
or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
For additional information, see the section of this prospectus supplement called "EEA and United Kingdom Investors."
iii


SUMMARY INFORMATION
This summary highlights information contained in this prospectus supplement and the accompanying prospectus. This
summary is not complete and does not contain all the information you should consider before investing in the Series M
Preferred Stock or in the Series N Depositary Shares.
Please note that in this prospectus supplement, references to "Morgan Stanley," "we," "our" and "us" mean only
Morgan Stanley and do not include its consolidated subsidiaries. Also, references to the "accompanying prospectus" mean
the accompanying prospectus dated November 16, 2020 of Morgan Stanley. The terms described here supplement those
described in the accompanying prospectus and, if the terms described here are inconsistent with those described there, the
terms described here are controlling.
Series M Preferred Stock
Issuer
Morgan Stanley
Securities offered
400,000 shares of perpetual Fixed-to-Floating Rate Non-
Cumulative Preferred Stock, Series M, $0.01 par value, with a
liquidation preference of $1,000 of Morgan Stanley.
We may from time to time elect to issue additional shares of the
Series M Preferred Stock, and all the shares would be deemed to
form a single series of the Series M Preferred Stock.
Dividends
Dividends on the Series M Preferred Stock, only when, as and if
declared by our Board of Directors (or a duly authorized
committee of the Board), will accrue or be payable on the
liquidation preference amount from September 15, 2020 (in the
case of the initial dividend period only) or the immediately
preceding dividend payment date, on a non-cumulative basis,
semi-annually in arrears on the 15th day of March and
September of each year, commencing on March 15, 2021 and
ending on September 15, 2026 and thereafter quarterly in
arrears on the 15th day of March, June, September and
December of each year. Any such dividends will be payable at a
fixed rate per annum equal to 5.875% from September 15, 2020
to, but excluding, September 15, 2026 (the "fixed rate period")
and at a floating rate per annum equal to the three-month U.S.
dollar LIBOR on the related dividend determination date plus
4.435% from and including September 15, 2026 (the "floating
rate period").
LIBOR for each dividend period during the floating rate period
will be the rate for deposits in U.S. dollars for a period of three
months, commencing on the first day of such dividend period,
that appears on Reuters screen page LIBOR01, or any successor
page, at approximately 11:00 a.m., London time, on the second
London business day immediately preceding the first day of
such dividend period, except in the circumstances described
under
S-1


"Description of Series M Preferred Stock -- Dividends" below.
A dividend period is the period from and including a dividend
payment date to but excluding the next dividend payment date or
any earlier redemption date, except that the initial dividend period
will commence on and include September 15, 2020 and will end
on and exclude the March 15, 2021 dividend payment date.
Dividends on the Series M Preferred Stock will not be cumulative.
If our Board of Directors (or a duly authorized committee of the
Board) has not declared a dividend before the dividend payment
date for any dividend period, we will have no obligation to pay
dividends accrued for such dividend period after the dividend
payment date for that dividend period, whether or not dividends on
the Series M Preferred Stock are declared for any future dividend
period.
Payment of dividends on the Series M Preferred Stock is subject to
certain legal, regulatory and other restrictions described under
"Risk Factors -- Our Ability to Pay Dividends on the Series M
Preferred Stock and the Series N Preferred Stock May be Limited
by Extensive and Changing Regulatory Considerations" and
"Description of Series M Preferred Stock -- Dividends" below.
The Series M Preferred Stock will be junior as to payment of
dividends to any class or series of our preferred stock that is
expressly stated to be senior as to payment of dividends to the
Series M Preferred Stock (issued with the requisite consent of the
holders of the Series M Preferred Stock). If at any time we have
failed to pay, on the applicable payment date, accrued dividends on
any shares that rank in priority to the Series M Preferred Stock
with respect to dividends, we may not pay any dividends on the
Series M Preferred Stock or redeem or otherwise repurchase any
shares of Series M Preferred Stock until we have paid or set aside
for payment the full amount of the unpaid dividends on the shares
that rank in priority with respect to dividends that must, under the
terms of such shares, be paid before we may pay dividends on, or
redeem or repurchase, the Series M Preferred Stock.
So long as any share of Series M Preferred Stock remains
outstanding, no dividend or distribution shall be paid or declared
or funds set aside for payment on our junior stock (as defined
below), and no junior stock shall be purchased, redeemed or
otherwise acquired for consideration by us, directly or indirectly,
and no shares of parity stock (as defined below) shall be
purchased, redeemed or otherwise acquired for consideration by
us, other than pursuant to pro rata offers to purchase all, or a pro
rata portion, of the Series M Preferred Stock and such
S-2


parity stock during a dividend period, unless the full dividends for
the latest completed dividend period on all outstanding shares of
Series M Preferred Stock have been declared and paid (or declared
and a sum sufficient for the payment thereof has been set aside).
The foregoing limitation with respect to junior stock does not
apply to:
repurchases, redemptions or other acquisitions of shares of
junior stock of Morgan Stanley in connection with (1) any
employment contract, benefit plan or other similar
arrangement with or for the benefit of any one or more
employees, officers, directors or consultants or (2) a
dividend reinvestment plan or stockholder stock purchase
plan;
purchases or repurchases of shares of Morgan Stanley's
junior stock pursuant to a contractually binding requirement
to buy junior stock existing prior to the commencement of
the then-current dividend period, including under a
contractually binding stock repurchase plan;
an exchange, redemption, reclassification or conversion of
any class or series of Morgan Stanley's junior stock for any
class or series of Morgan Stanley's junior stock;
the purchase of fractional interests in shares of Morgan
Stanley's junior stock under the conversion or exchange
provisions of the junior stock or the security being
converted or exchanged;
any declaration of a dividend payable solely in junior stock
in connection with any stockholders' rights plan, or the
issuance of rights, stock or other property under any
stockholders' rights plan (so long as such right to stock or
other property only consists of junior stock or the right to
purchase junior stock), or the redemption or repurchase of
rights pursuant to the plan; or
any dividend in the form of stock, warrants, options or other
rights where the dividend stock or the stock issuable upon
exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks
equal or junior to that stock.
The foregoing limitation with respect to parity stock does not
apply to:
purchases or repurchases of shares of Morgan Stanley's
parity stock pursuant to a contractually
S-3


binding requirement to buy parity stock existing prior to the
commencement of the then-current dividend period,
including under a contractually binding stock repurchase
plan;
an exchange, redemption, reclassification or conversion of
any class or series of Morgan Stanley's parity stock for any
class or series of Morgan Stanley's parity stock;
the purchase of fractional interests in shares of Morgan
Stanley's parity stock under the conversion or exchange
provisions of the parity stock or the security being
converted or exchanged; or
any dividend in the form of stock, warrants, options or other
rights where the dividend stock or the stock issuable upon
exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks
equal or junior to that stock.
In addition, the foregoing limitation shall not restrict the ability of
Morgan Stanley & Co. LLC, or any of our other affiliates, (i) to
engage in any market-making transactions in our junior stock or
parity stock in the ordinary course of business or (ii) to acquire
record ownership in junior stock or parity stock for the beneficial
ownership of any other persons (other than for the beneficial
ownership by us or any of our subsidiaries), including as trustees
or custodians.
As used in this prospectus supplement with respect to the Series M
Preferred Stock, "junior stock" means any class or series of capital
stock of Morgan Stanley that ranks junior to the Series M
Preferred Stock as to the payment of dividends and the distribution
of assets upon liquidation, dissolution or winding up of Morgan
Stanley. Junior stock includes our common stock.
When dividends are not paid in full upon the shares of Series M
Preferred Stock and any shares of parity stock (as defined below),
all dividends declared with respect to shares of Series M Preferred
Stock and all such parity stock for such dividend period shall be
declared pro rata so that the respective amounts of such dividends
shall bear the same ratio to each other as all accrued but unpaid
dividends per share on the shares of Series M Preferred Stock for
such dividend period and all such parity stock for such dividend
period bear to each other.
As used in this prospectus supplement with respect to the Series M
Preferred Stock, "parity stock" means any other class or series of
stock of Morgan Stanley that ranks equally with the Series M
Preferred Stock in the payment
S-4


of dividends (whether cumulative or non-cumulative) and the
distribution of assets upon liquidation, dissolution or winding up
of Morgan Stanley. Parity stock includes our previously issued
Floating Rate Non-Cumulative Preferred Stock, Series A,
liquidation preference $25,000 per share ("Series A Preferred
Stock"), our previously issued 10% Series C Non-Cumulative
Non-Voting Perpetual Preferred Stock, liquidation preference
$1,000 per share ("Series C Preferred Stock"), our previously
issued Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
Series E, liquidation preference $25,000 per share ("Series E
Preferred Stock"), our previously issued Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series F, liquidation preference
$25,000 per share ("Series F Preferred Stock"), our previously
issued Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
Series H, liquidation preference $25,000 per share ("Series H
Preferred Stock"), our previously issued Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series I, liquidation preference
$25,000 per share ("Series I Preferred Stock"), our previously
issued Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
Series J, liquidation preference $25,000 per share ("Series J
Preferred Stock"), our previously issued Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series K, liquidation preference
$25,000 per share ("Series K Preferred Stock"), our previously
issued 4.875% Non-Cumulative Preferred Stock, Series L,
liquidation preference $25,000 per share ("Series L Preferred
Stock") and our Fixed-to-Floating Rate Non-Cumulative Preferred
Stock, Series N, liquidation preference $100,000 per share ("Series
N Preferred Stock").
Subject to the foregoing, dividends (payable in cash, stock or
otherwise) may be determined by the Board of Directors (or a duly
authorized committee of the Board) and may be declared and paid
on our common stock and any stock ranking, as to dividends,
equally with or junior to the Series M Preferred Stock from time to
time out of any funds legally available for such payment, and the
shares of the Series M Preferred Stock shall not be entitled to
participate in any such dividend.
Dividend payment dates
The 15th day of March and September of each year, commencing
on March 15, 2021 and ending on September 15, 2026 and
thereafter quarterly in arrears on the 15th day of March, June,
September and December of each year. If any scheduled dividend
payment date up to and including the September 15, 2026
scheduled dividend payment date is not a business day, then the
payment will be made on the next succeeding business day and no
additional dividends will accrue as a result of that
postponement. If any scheduled dividend payment date thereafter
is not a business day, then the dividend payment date will be
postponed to the next succeeding business day unless such
S-5


day falls in the next calendar month, in which case the dividend
payment date will be brought forward to the immediately
preceding day that is a business day, and, in either case, dividends,
if so declared, will accrue to, but excluding, the date dividends are
paid. "Business day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close
in The City of New York.
Redemption
The Series M Preferred Stock is perpetual and has no maturity
date. We may, at our option, redeem the shares of the Series M
Preferred Stock (i) either in whole or in part, from time to time, on
any dividend payment date on or after September 15, 2026 or (ii)
in whole but not in part at any time within 90 days following a
Regulatory Capital Treatment Event (as defined in "Description of
Series M Preferred Stock ­ Redemption" below), in each case, at a
redemption price equal to $1,000 per share, plus any declared and
unpaid dividends to, but excluding, the date fixed for redemption,
without accumulation of any undeclared dividends.
The holders of Series M Preferred Stock will not have the right to
require the redemption or repurchase of the Series M Preferred
Stock.
Redemption of Series M Preferred Stock is subject to certain legal,
regulatory and other restrictions described under "Description of
Series M Preferred Stock -- Redemption" below.
Liquidation rights
Upon any voluntary or involuntary liquidation, dissolution or
winding up of Morgan Stanley, holders of shares of Series M
Preferred Stock are entitled to receive out of assets of Morgan
Stanley available for distribution to stockholders, after satisfaction
of liabilities to creditors, if any, before any distribution of assets is
made to holders of our common stock or of junior stock, a
liquidating distribution in the amount of $1,000 per share plus any
declared and unpaid dividends, without accumulation of any
undeclared dividends. Distributions will be made only to the
extent of Morgan Stanley's assets that are available after
satisfaction of all liabilities to creditors, if any (pro rata as to the
Series M Preferred Stock and any other shares of our stock ranking
equally as to such distribution).
The Series M Preferred Stock may be fully subordinate to interests
held by the U.S. government in the event of a receivership,
insolvency, liquidation, or similar proceeding, including a
proceeding under the "orderly liquidation authority" provisions of
the Dodd-Frank Wall Street Reform and Consumer Protection Act
of 2010, as
S-6