Obligation Morgan Stanley Financial 0% ( US61769HN921 ) en USD

Morgan Stanley Financial

100 % ▼

Etas-Unis

US61769HN921 ( en USD )

30/11/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley Finance US61769HN921 en USD 0%, échue

1 000 USD

250 000 USD

61769HN92

N/A

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

L'obligation Morgan Stanley Finance (ISIN : US61769HN921, CUSIP : 61769HN92), émise aux États-Unis pour un montant total de 250 000 USD avec une taille minimale d'achat de 1 000 USD, à un taux d'intérêt de 0%, et échéant le 30/11/2023 avec une fréquence de paiement semestrielle, a atteint sa maturité et a été intégralement remboursée au prix de 100% en USD.

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424B2 1 dp116960_424b2-ps2807.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering

Amount of Registration Fee
Price
Jump Securities with Auto-Callable Feature due 2023

$250,000

$32.45

November 2019
Pricing Supplement No. 2,807
Registration Statement Nos. 333-221595; 333-221595-01
Dated November 27, 2019
Filed pursuant to Rule 424(b)(2)

Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Jump Securities with Auto-Cal able Feature due November 30, 2023

All Payments on the Securities Based on the Worst Performing of the S&P 500® Index, the Dow Jones Industrial
AverageSM and the Russell 2000® Index
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL"), ful y and unconditional y guaranteed
by Morgan Stanley, and have the terms described in the accompanying product supplement, index supplement and
prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal
and do not provide for the regular payment of interest. The securities wil be automatical y redeemed if the index closing
value of each of the S&P 500® Index, the Dow Jones Industrial AverageSM and the Russel 2000® Index, which we refer to
as the underlying indices, on any of the semi-annual determination dates is greater than or equal to 100% of its respective
initial index value, which we refer to as the respective cal threshold level, for an early redemption payment that wil
increase over the term of the securities, as described below. No further payments wil be made on the securities once they
have been redeemed. At maturity, if the securities have not previously been redeemed and the final index value of each
underlying index is greater than or equal to its respective cal threshold level, investors wil receive a fixed positive return,
as set forth below. If the securities have not previously been redeemed and the final index value of any underlying index
is less than its respective cal threshold level but the final index value of each underlying index is greater than or equal
to 70% of its respective initial index value, which we refer to as the respective downside threshold level, investors wil
receive a payment at maturity of $1,000 per $1,000 security. However, if the securities are not redeemed prior to maturity
and the final index value of any underlying index is less than its respective downside threshold level, investors wil be
exposed to the decline in the worst performing underlying index on a 1-to-1 basis, and wil receive a payment at maturity
that is less than 70% of the stated principal amount of the securities and could be zero. Accordingly, investors in the
securities must be willing to accept the risk of losing their entire initial investment. The securities are for investors
who are wil ing to forgo current income and participation in the appreciation of any underlying index in exchange for the
possibility of receiving an early redemption payment or payment at maturity greater than the stated principal amount if
each underlying index closes at or above the respective cal threshold level on an semi-annual determination date or the
final determination date, respectively. Because al payments on the securities are based on the worst performing of the
underlying indices, a decline beyond the respective downside threshold level of any underlying index wil result in a
significant loss of your investment, even if the other underlying indices have appreciated or have not declined as much.
Investors wil not participate in any appreciation of any underlying index. The securities are notes issued as part of MSFL's
Series A Global Medium-Term Notes program.
All payments are subject to our credit risk. If we default on our obligations, you could lose some or all of your
investment. These securities are not secured obligations and you will not have any security interest in, or
otherwise have any access to, any underlying reference asset or assets.
FINAL TERMS

Issuer:
Morgan Stanley Finance LLC
Guarantor:
Morgan Stanley
Underlying indices:
S&P 500® Index (the "SPX Index"), Dow Jones Industrial AverageSM (the "INDU Index")
and Russel 2000® Index (the "RTY Index")
Aggregate principal
$250,000
amount:
Stated principal amount:
$1,000 per security
Issue price:
$1,000 per security
Pricing date:
November 27, 2019
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Original issue date:
December 3, 2019 (3 business days after the pricing date)
Maturity date:
November 30, 2023
Early redemption:
If, on any semi-annual determination date, beginning on May 27, 2020, the index closing
value of each underlying index is greater than or equal to its respective cal threshold
level, the securities wil be automatical y redeemed for the applicable early redemption
payment on the related early redemption date.
The securities will not be redeemed early on any early redemption date if the index
closing value of any underlying index is below its respective call threshold level on
the related determination date.

Early redemption payment: The early redemption payment wil be an amount in cash per stated principal amount
(corresponding to a return of approximately 11.50% per annum) for each semi-annual
determination date, as set forth under "Determination Dates, Early Redemption Dates and
Early Redemption Payments" below.
No further payments wil be made on the securities once they have been redeemed.

Determination dates:
Semi-annual y. See "Determination Dates, Early Redemption Dates and Early Redemption
Payments" below.
The determination dates are subject to postponement for non-index business days and
certain market disruption events.

Early redemption dates:
See "Determination Dates, Early Redemption Dates and Early Redemption Payments"
below. If any such day is not a business day, the early redemption payment, if payable, wil
be paid on the next business day, and no adjustment wil be made to the early redemption
payment.
Downside threshold level:
With respect to the SPX Index, 2,207.541, which is 70% of its initial index value
With respect to the INDU Index, 19,714.80, which is 70% of its initial index value
With respect to the RTY Index,1,143.873, which is approximately 70% of its initial index
value
Call threshold level:
With respect to the SPX Index, 3,153.63, which is 100% of its initial index value
With respect to the INDU Index, 28,164.00, which is 100% of its initial index value
With respect to the RTY Index, 1,634.104, which is 100% of its initial index value
Payment at maturity:
If the securities have not previously been redeemed, you wil receive at maturity a cash
payment per security as fol ows:

· If the final index value of each underlying index is greater than or equal to its
respective cal threshold level:

$1,460

· If the final index value of any underlying index is less than its respective cal threshold
level but the final index value of each underlying index is greater than or equal to its
respective downside threshold level:

$1,000

· If the final index value of any underlying index is less than its respective downside
threshold level:

$1,000 × index performance factor of the worst performing underlying index

Under these circumstances, you will lose more than 30%, and possibly all, of your
investment.

Terms continued on the following page
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a whol y owned
subsidiary of Morgan Stanley. See "Supplemental information regarding plan of distribution;
conflicts of interest."
Estimated value on the
$977.80 per security. See "Investment Summary" beginning on page 3.
pricing date:
Commissions and issue
Price to public
Agent's
Proceeds to us(2)
price:
commissions(1)
Per security
$1,000
$7.50
$992.50
Total
$250,000
$1,875
$248,125
(1) Selected dealers and their financial advisors wil col ectively receive from the agent, MS & Co., a fixed sales commission of $7.50 for each security
they sel . See "Supplemental information regarding plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution
(Conflicts of Interest)" in the accompanying product supplement.
(2) See "Use of proceeds and hedging" on page 23.
The securities involve risks not associated with an investment in ordinary debt securities. See "Risk
Factors" beginning on page 9.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved
these securities, or determined if this document or the accompanying product supplement, index supplement and
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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The securities 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.

You should read this document together with the related product supplement, index supplement and prospectus,
each of which can be accessed via the hyperlinks below. Please also see "Additional Terms of the Securities" and
"Additional Information About the Securities" at the end of this document.

As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL
collectively, as the context requires.

Product Supplement for Auto-Callable Securities dated November 16, 2017 Index Supplement dated November 16,
2017 Prospectus dated November 16, 2017

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 30, 2023

All Payments on the Securities Based on the Worst Performing of the S&P 500® Index, the Dow Jones Industrial
AverageSM and the Russell 2000® Index
Principal at Risk Securities

Terms continued from previous page:
Initial index value:
With respect to the SPX Index, 3,153.63, which is its index closing value on the pricing date
With respect to the INDU Index, 28,164.00, which is its index closing value on the pricing date
With respect to the RTY Index, 1,634.104, which is its index closing value on the pricing date
Final index value:
With respect to each underlying index, the respective index closing value on the final
determination date
Worst performing
The underlying index with the largest percentage decrease from the respective initial index
underlying index:
value to the respective final index value
Index performance factor: With respect to each underlying index, the final index value divided by the initial index value
CUSIP / ISIN:
61769HN92 / US61769HN921
Listing:
The securities wil not be listed on any securities exchange.

Determination Dates, Early Redemption Dates and Early Redemption Payments

Determination Dates
Early Redemption Dates
Early Redemption Payments (per $1,000
Security)
1st determination date: 5/27/2020
1st early redemption 6/1/2020
$1,057.50
date:
2nd determination date: 11/27/2020
2nd early redemption 12/2/2020
$1,115.00
date:
3rd determination date: 5/27/2021
3rd early redemption 6/2/2021
$1,172.50
date:
4th determination date: 11/29/2021
4th early redemption 12/2/2021
$1,230.00
date:
5th determination date: 5/27/2022
5th early redemption 6/2/2022
$1,287.50
date:
6th determination date: 11/28/2022
6th early redemption 12/1/2022
$1,345.00
date:
7th determination date: 5/30/2023
7th early redemption 6/2/2023
$1,402.50
date:
Final determination date: 11/27/2023
See "Maturity date" above.
See "Payment at maturity" above.

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 30, 2023

All Payments on the Securities Based on the Worst Performing of the S&P 500® Index, the Dow Jones Industrial
AverageSM and the Russell 2000® Index
Principal at Risk Securities

Investment Summary

Jump Securities with Auto-Callable Feature

Principal at Risk Securities

The Jump Securities with Auto-Cal able Feature due November 30, 2023 Al Payments on the Securities Based on the
Worst Performing of the S&P 500® Index, the Dow Jones Industrial AverageSM and the Russel 2000® Index (the
"securities") do not provide for the regular payment of interest. Instead, the securities wil be automatical y redeemed if the
index closing value of each of the S&P 500® Index, the Dow Jones Industrial AverageSM and the Russel 2000® Index on
any semi-annual determination date is greater than or equal to its respective cal threshold level, for an early redemption
payment that wil increase over the term of the securities, as described below. No further payments wil be made on the
securities once they have been redeemed. At maturity, if the securities have not previously been redeemed and the final
index value of each underlying index is greater than or equal to its respective cal threshold level, investors wil receive a
fixed positive return, as set forth below. If the securities have not previously been redeemed and the final index value of
any underlying index is less than its respective cal threshold level but the final index value of each underlying index is
greater than or equal to its respective downside threshold level, investors wil receive a payment of maturity of $1,000 per
$1,000 security. However, if the securities are not redeemed prior to maturity and the final index value of any underlying
index is less than its respective downside threshold level, investors wil be exposed to the decline in the worst performing
underlying index on a 1-to-1 basis, and wil receive a payment at maturity that is less than 70% of the stated principal
amount of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk
of losing their entire initial investment. Investors wil not participate in any appreciation in any underlying index.

Maturity:
Approximately 4 years

Automatic early
If, on any semi-annual determination date, the index closing value of each underlying
redemption:
index is greater than or equal to its respective cal threshold level, the securities wil
be automatical y redeemed for the applicable early redemption payment on the
related early redemption date.

Early redemption
The early redemption payment wil be an amount in cash per stated principal amount
payment:
(corresponding to a return of approximately 11.50% per annum) for each semi-annual
determination date, as fol ows:

· 1st determination date: $1,057.50

· 2nd determination date: $1,115.00

· 3rd determination date: $1,172.50

· 4th determination date: $1,230.00

· 5th determination date: $1,287.50

· 6th determination date: $1,345.00

· 7th determination date: $1,402.50

No further payments wil be made on the securities once they have been redeemed.

Payment at maturity: If the securities have not previously been redeemed, you wil receive at maturity a
cash payment per security as fol ows:
· If the final index value of each underlying index is greater than or equal to its
respective cal threshold level:

$1,460
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· If the final index value of any underlying index is less than its respective cal
threshold level but the final index value of each underlying index is greater than
or equal to its respective downside threshold level:

$1,000

· If the final index value of any underlying index is less than its respective
downside threshold level:

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 30, 2023

All Payments on the Securities Based on the Worst Performing of the S&P 500® Index, the Dow Jones Industrial
AverageSM and the Russell 2000® Index
Principal at Risk Securities

$1,000 × index performance factor of the worst performing underlying index

Under these circumstances, investors will lose a significant portion or all of
their investment. Accordingly, investors in the securities must be willing to
accept the risk of losing their entire initial investment.

The original issue price of each security is $1,000. This price includes costs associated with issuing, sel ing, structuring
and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing
date is less than $1,000. We estimate that the value of each security on the pricing date is $977.80.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and
a performance-based component linked to the underlying indices. The estimated value of the securities is determined
using our own pricing and valuation models, market inputs and assumptions relating to the underlying indices, instruments
based on the underlying indices, volatility and other factors including current and expected interest rates, as wel as an
interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional
fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the early redemption payment amounts, the cal threshold
levels and the downside threshold levels, we use an internal funding rate, which is likely to be lower than our secondary
market credit spreads and therefore advantageous to us. If the issuing, sel ing, structuring and hedging costs borne by you
were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more
favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions,
including those related to the underlying indices, may vary from, and be lower than, the estimated value on the pricing
date, because the secondary market price takes into account our secondary market credit spread as wel as the bid-offer
spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because
the costs associated with issuing, sel ing, structuring and hedging the securities are not ful y deducted upon issuance, for a
period of up to 6 months fol owing the issue date, to the extent that MS & Co. may buy or sel the securities in the
secondary market, absent changes in market conditions, including those related to the underlying indices, and to our
secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those
higher values wil also be reflected in your brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a market, may
cease doing so at any time.

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 30, 2023

All Payments on the Securities Based on the Worst Performing of the S&P 500® Index, the Dow Jones Industrial
AverageSM and the Russell 2000® Index
Principal at Risk Securities

Key Investment Rationale

The securities do not provide for the regular payment of interest. Instead, the securities wil be automatical y redeemed if
the index closing value of each of the S&P 500® Index, the Dow Jones Industrial AverageSM and the Russel 2000® Index
on any semi-annual determination date is greater than or equal to its respective cal threshold level.

The fol owing scenarios are for il ustrative purposes only to demonstrate how an automatic early redemption payment or
the payment at maturity (if the securities have not previously been redeemed) are calculated, and do not attempt to
demonstrate every situation that may occur. Accordingly, the securities may or may not be redeemed prior to maturity and
the payment at maturity may be less than 70% of the stated principal amount of the securities and may be zero.

Scenario 1: The securities
When each underlying index closes at or above its respective cal threshold level on any
are redeemed prior to
semi-annual determination date, the securities wil be automatical y redeemed for the
maturity
applicable early redemption payment on the related early redemption date. Investors do
not participate in any appreciation in any underlying index.
Scenario 2: The securities
This scenario assumes that any underlying index closes below its respective cal
are not redeemed prior to
threshold level on each of the semi-annual determination dates. Consequently, the
maturity, and investors
securities are not redeemed prior to maturity. On the final determination date, each
receive a fixed positive
underlying index closes at or above its respective cal threshold level. At maturity,
return at maturity
investors wil receive a cash payment equal to $1,460.00 per stated principal amount.
Investors do not participate in any appreciation in any underlying index.
Scenario 3: The securities
This scenario assumes that any underlying index closes below its respective cal
are not redeemed prior to
threshold level on each of the semi-annual determination dates. Consequently, the
maturity, and investors
securities are not redeemed prior to maturity. On the final determination date, at least
receive the return of principal one underlying index closes below its respective cal threshold level, but the final index
at maturity
value of each underlying index is greater than or equal to its respective downside
threshold level. At maturity, investors wil receive a cash payment equal to $1,000 per
$1,000 security.
Scenario 4: The securities
This scenario assumes that any underlying index closes below its respective cal
are not redeemed prior to
threshold level on each of the semi-annual determination dates. Consequently, the
maturity, and investors suffer securities are not redeemed prior to maturity. On the final determination date, any
a substantial loss of principal underlying index closes below its respective downside threshold level. At maturity,
at maturity
investors wil receive an amount equal to the stated principal amount multiplied by the
index performance factor of the worst performing underlying index. Under these
circumstances, the payment at maturity wil be significantly less than the stated principal
amount and could be zero.

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Morgan Stanley Finance LLC

Jump Securities with Auto-Callable Feature due November 30, 2023

All Payments on the Securities Based on the Worst Performing of the S&P 500® Index, the Dow Jones Industrial
AverageSM and the Russell 2000® Index
Principal at Risk Securities

Hypothetical Examples

The fol owing hypothetical examples are for il ustrative purposes only. Whether the securities are redeemed prior to
maturity wil be determined by reference to the index closing value of each underlying index on each of the semi-annual
determination dates, and the payment at maturity, if any, wil be determined by reference to the index closing value of each
underlying index on the final determination date. The actual initial index values, cal threshold levels and downside
threshold levels are set forth on the cover of this document. Some numbers appearing in the examples below have been
rounded for ease of analysis. Al payments on the securities are subject to our credit risk. The below examples are based
on the fol owing terms:

Early Redemption Payment:
The early redemption payment wil be an amount in cash per stated principal amount
(corresponding to a return of approximately 11.50% per annum) for each semi-annual
determination date, as fol ows:

· 1st determination date: $1,057.50

· 2nd determination date: $1,115.00

· 3rd determination date: $1,172.50

· 4th determination date: $1,230.00

· 5th determination date: $1,287.50

· 6th determination date: $1,345.00

· 7th determination date: $1,402.50

No further payments wil be made on the securities once they have been redeemed.
Payment at Maturity
If the securities have not previously been redeemed, you wil receive at maturity a cash
payment per security as fol ows:

· If the final index value of each underlying index is greater than or equal to its
respective cal threshold level:

$1,460.00

· If the final index value of any underlying index is less than its respective cal threshold
level but the final index value of each underlying index is greater than or equal to its
respective downside threshold level:

$1,000

· If the final index value of any underlying index is less than its respective downside
threshold level:

$1,000 × index performance factor of the worst performing underlying index.

Under these circumstances, you will lose a significant portion or all of your
investment.
Stated Principal Amount:
$1,000
Hypothetical Initial Index
With respect to the SPX Index: 3,000
Value:
With respect to the INDU Index: 24,000
With respect to the RTY Index: 1,200
Hypothetical Downside
With respect to the SPX Index: 2,100, which is 70% of its hypothetical initial index value
Threshold Level:
With respect to the INDU Index: 16,800, which is 70% of its hypothetical initial index value
With respect to the RTY Index: 840, which is 70% of its hypothetical initial index value
Hypothetical Cal Threshold
With respect to the SPX Index: 3,000, which is 100% of its hypothetical initial index value
Level:
With respect to the INDU Index: 24,000, which is 100% of its hypothetical initial index value
With respect to the RTY Index: 1,200, which is 100% of its hypothetical initial index value
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