Filed pursuant to Rule 433
Dated March 18, 2024
Relating to
Preliminary Pricing Supplement No. 1,469 dated March 18, 2024 to
Registration Statement No. 333-275587
Global Medium-Term Notes, Series J
Euro Floating Rate Senior Registered Notes Due 2027
Euro Fixed/Floating Rate Senior Registered Notes Due 2030
Euro Fixed/Floating Rate Senior Registered Notes Due 2035
Euro Floating Rate Senior Registered Notes Due 2027
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Issuer:
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Morgan Stanley
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Principal Amount:
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€1,500,000,000
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Maturity Date:
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March 19, 2027
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Trade Date:
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March 18, 2024
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Original Issue Date (Settlement):
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March 21, 2024 (T+3)
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Interest Accrual Date:
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March 21, 2024
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Issue Price (Price to Public):
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100.000%
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Agents’ Commission:
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0.250%
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All-in Price:
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99.750%
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Net Proceeds to Issuer:
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€1,496,250,000
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Base Rate:
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EURIBOR
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Spread (plus or minus):
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Plus 0.650%
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Index Maturity:
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Three months
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Interest Payment Period:
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Quarterly
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Interest Payment Dates:
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Each March 19, June 19, September 19 and December 19, commencing June 19, 2024
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Initial Interest Rate:
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The Base Rate plus 0.650%; to be determined by the Calculation Agent on the second TARGET Settlement Day immediately preceding the Original Issue Date
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Initial Interest Reset Date:
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June 19, 2024
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Interest Reset Dates:
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Each Interest Payment Date
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Interest Reset Period:
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Quarterly
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Day Count Convention:
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Actual/360
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Optional Redemption:
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The Issuer may, at its option, redeem the notes, (i) in whole but not in part, on March 19, 2026, or (ii) in whole at any time or in part from time to time, on or after February 19, 2027, on at least 5 but not more
than 30 days’ prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest on the notes to but excluding the redemption date. See “Description of Debt Securities – Redemption and Repurchase of
Debt Securities – Notice of Redemption” in the below-referenced Prospectus. If the notes are redeemed prior to their stated maturity date, you may have to re-invest the proceeds in a lower interest rate environment.
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Tax Redemption and Payment of
Additional Amounts:
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Yes
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Specified Currency:
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Euro (“€”)
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|
Minimum Denominations:
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€100,000 and integral multiples of €1,000 in excess thereof
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Business Days:
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London, TARGET Settlement Day and New York
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Listing:
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Application will be made for listing on the Official List of the Financial Conduct Authority and for admission to trading on the London Stock Exchange’s Regulated
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Market after the Original Issue Date. No assurance can be given that such applications will be granted.
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ISIN:
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XS2790333616
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Common Code:
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279033361
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Form:
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Registered; issued under the New Safekeeping Structure (intended to be Eurosystem eligible)
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Issuer Ratings*:
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A1 (Moody’s) / A- (Standard & Poor’s) / A+ (Fitch) / A+ (R&I) / A (high) (DBRS)
(Stable / Stable / Stable / Stable / Stable)
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|
Agents:
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Morgan Stanley & Co. International plc (“MSIP”) and such other agents as shall be named in the pricing supplement. MSIP is not a U.S. registered broker-dealer and, therefore, to the extent that it intends to
effect any sales of the notes in the United States, it will do so through Morgan Stanley & Co. LLC (“MS&Co.”). MS&Co. is our wholly-owned subsidiary. MS&Co. will therefore conduct this offering in compliance with the
requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest.
MS&Co. or any of our other affiliates may not make sales in this offering to any discretionary account without the prior written approval of the customer.
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No EEA PRIIPs KID:
|
No EEA PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in EEA.
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|
UK MiFIR professionals/ECPs-only/
No UK PRIIPs KID:
|
Manufacturer target market (MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) has been prepared as the
notes are not available to retail investors in UK.
|
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The Euro Floating Rate Senior Registered Notes Due 2027 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.
Euro Fixed/Floating Rate Senior Registered Notes Due 2030
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Issuer:
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Morgan Stanley
|
|
Principal Amount:
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€1,500,000,000
|
|
Maturity Date:
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March 21, 2030
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Trade Date:
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March 18, 2024
|
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Original Issue Date (Settlement):
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March 21, 2024 (T+3)
|
|
Interest Accrual Date:
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March 21, 2024
|
|
Issue Price (Price to Public):
|
100.000%
|
|
Agents’ Commission:
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0.350%
|
|
All-in Price:
|
99.650%
|
|
Net Proceeds to Issuer:
|
€1,494,750,000
|
|
Fixed Rate Period:
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From and including the Original Issue Date to but excluding March 21, 2029
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Floating Rate Period:
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From and including March 21, 2029 to but excluding the Maturity Date
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Interest Rate:
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During the Fixed Rate Period, 3.790% per annum; during the Floating Rate Period, the Base Rate plus 1.037% (to be determined by the Calculation Agent on the second TARGET Settlement Day immediately preceding each
Interest Reset Date)
|
|
Base Rate:
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EURIBOR
|
|
Spread (plus or minus):
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Plus 1.037%
|
|
Index Maturity:
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Three months
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2
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Interest Reset Dates:
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Each Interest Payment Date commencing March 21, 2029, provided that the March 21, 2029 Interest Reset Date shall not be adjusted for a non-Business Day
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|
Interest Reset Period:
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Quarterly
|
|
Interest Payment Periods:
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During the Fixed Rate Period, annual; during the Floating Rate Period, quarterly
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|
Interest Payment Dates:
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With respect to the Fixed Rate Period, each March 21, commencing March 21, 2025 to and including March 21, 2029; with respect to the Floating Rate Period, each March 21, June 21, September 21 and December 21,
commencing June 21, 2029 to and including the Maturity Date
|
|
Day Count Convention:
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During the Fixed Rate Period, Actual/Actual (ICMA); during the Floating Rate Period, Actual/360
|
|
Optional Redemption:
|
Optional Make-Whole Redemption, on or after September 21, 2024 and prior to March 21, 2029, in whole at any time or in part from time to time, as described in the below-referenced pricing supplement (spread to
reinvestment rate: plus 25 basis points).
In addition, the Issuer may, at its option, redeem the notes, (i) in whole but not in part, on March 21, 2029, or (ii) in whole at any time or in part from time to time, on or after December 21, 2029, on at least 5
but not more than 30 days’ prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest on the notes to but excluding the redemption date. See “Description of Debt Securities – Redemption and
Repurchase of Debt Securities – Notice of Redemption” in the below-referenced Prospectus. If the notes are redeemed prior to their stated maturity date, you may have to re-invest the proceeds in a lower interest rate environment.
|
|
Tax Redemption and Payment of
Additional Amounts:
|
Yes
|
|
Specified Currency:
|
Euro (“€”)
|
|
Minimum Denominations:
|
€100,000 and integral multiples of €1,000 in excess thereof
|
|
Business Days:
|
London, TARGET Settlement Day and New York
|
|
Listing:
|
Application will be made for listing on the Official List of the Financial Conduct Authority and for admission to trading on the London Stock Exchange’s Regulated Market after the Original Issue Date. No assurance
can be given that such applications will be granted.
|
|
ISIN:
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XS2790333707
|
|
Common Code:
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279033370
|
|
Form:
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Registered; issued under the New Safekeeping Structure (intended to be Eurosystem eligible)
|
|
Issuer Ratings*:
|
A1 (Moody’s) / A- (Standard & Poor’s) / A+ (Fitch) / A+ (R&I) / A (high) (DBRS)
(Stable / Stable / Stable / Stable / Stable)
|
|
Agents:
|
Morgan Stanley & Co. International plc (“MSIP”) and such other agents as shall be named in the pricing supplement. MSIP is not a U.S. registered broker-dealer and, therefore, to the extent that it intends to
effect any sales of the notes in the United States, it will do so through Morgan Stanley & Co. LLC (“MS&Co.”). MS&Co. is our wholly-owned subsidiary. MS&Co. will therefore conduct this offering in compliance with the
requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest.
MS&Co. or any of our other affiliates may not make sales in this offering to any discretionary account without the prior written approval of the customer.
|
|
No EEA PRIIPs KID:
|
No EEA PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in EEA.
|
|
UK MiFIR professionals/ECPs-only /
No UK PRIIPs KID:
|
Manufacturer target market (MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) has been prepared as the
notes are not available to retail investors in UK.
|
3
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The Euro Fixed/Floating Rate Senior Registered Notes Due 2030 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.
Euro Fixed/Floating Rate Senior Registered Notes Due 2035
|
Issuer:
|
Morgan Stanley
|
|
Principal Amount:
|
€2,000,000,000
|
|
Maturity Date:
|
March 21, 2035
|
|
Trade Date:
|
March 18, 2024
|
|
Original Issue Date (Settlement):
|
March 21, 2024 (T+3)
|
|
Interest Accrual Date:
|
March 21, 2024
|
|
Issue Price (Price to Public):
|
100.000%
|
|
Agents’ Commission:
|
0.450%
|
|
All-in Price:
|
99.550%
|
|
Net Proceeds to Issuer:
|
€1,991,000,000
|
|
Fixed Rate Period:
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From and including the Original Issue Date to but excluding March 21, 2034
|
|
Floating Rate Period:
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From and including March 21, 2034 to but excluding the Maturity Date
|
|
Interest Rate:
|
During the Fixed Rate Period, 3.955% per annum; during the Floating Rate Period, the Base Rate plus 1.242% (to be determined by the Calculation Agent on the second TARGET Settlement Day immediately preceding each
Interest Reset Date)
|
|
Base Rate:
|
EURIBOR
|
|
Spread (plus or minus):
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Plus 1.242%
|
|
Index Maturity:
|
Three months
|
|
Interest Reset Dates:
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Each Interest Payment Date commencing March 21, 2034, provided that the March 21, 2034 Interest Reset Date shall not be adjusted for a non-Business Day
|
|
Interest Reset Period:
|
Quarterly
|
|
Interest Payment Periods:
|
During the Fixed Rate Period, annual; during the Floating Rate Period, quarterly
|
|
Interest Payment Dates:
|
With respect to the Fixed Rate Period, each March 21, commencing March 21, 2025 to and including March 21, 2034; with respect to the Floating Rate Period, each March 21, June 21, September 21 and December 21,
commencing June 21, 2034 to and including the Maturity Date
|
|
Day Count Convention:
|
During the Fixed Rate Period, Actual/Actual (ICMA); during the Floating Rate Period, Actual/360
|
|
Optional Redemption:
|
Optional Make-Whole Redemption, on or after September 21, 2024 and prior to March 21, 2034, in whole at any time or in part from time to time, as described in the below-referenced pricing supplement (spread to
reinvestment rate: plus 25 basis points).
In addition, the Issuer may, at its option, redeem the notes, (i) in whole but not in part, on March 21, 2034, or (ii) in whole at any time or in part from time to time, on or after December 21, 2034, on at least 5
but not more than 30 days’ prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest on the notes to but excluding the redemption date. See “Description of Debt Securities – Redemption and
Repurchase of Debt Securities – Notice of Redemption” in the below-referenced Prospectus. If the notes are redeemed prior to their stated maturity date, you may have to re-invest the proceeds in a lower interest rate environment.
|
|
Tax Redemption and Payment of
Additional Amounts:
|
Yes
|
4
|
Specified Currency:
|
Euro (“€”)
|
|
Minimum Denominations:
|
€100,000 and integral multiples of €1,000 in excess thereof
|
|
Business Days:
|
London, TARGET Settlement Day and New York
|
|
Listing:
|
Application will be made for listing on the Official List of the Financial Conduct Authority and for admission to trading on the London Stock Exchange’s Regulated Market after the Original Issue Date. No assurance
can be given that such applications will be granted.
|
|
ISIN:
|
XS2790333889
|
|
Common Code:
|
279033388
|
|
Form:
|
Registered; issued under the New Safekeeping Structure (intended to be Eurosystem eligible)
|
|
Issuer Ratings*:
|
A1 (Moody’s) / A- (Standard & Poor’s) / A+ (Fitch) / A+ (R&I) / A (high) (DBRS)
(Stable / Stable / Stable / Stable / Stable)
|
|
Agents:
|
Morgan Stanley & Co. International plc (“MSIP”) and such other agents as shall be named in the pricing supplement. MSIP is not a U.S. registered broker-dealer and, therefore, to the extent that it intends to
effect any sales of the notes in the United States, it will do so through Morgan Stanley & Co. LLC (“MS&Co.”). MS&Co. is our wholly-owned subsidiary. MS&Co. will therefore conduct this offering in compliance with the
requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest.
MS&Co. or any of our other affiliates may not make sales in this offering to any discretionary account without the prior written approval of the customer.
|
|
No EEA PRIIPs KID:
|
No EEA PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in EEA.
|
|
UK MiFIR professionals/ECPs-only /
No UK PRIIPs KID:
|
Manufacturer target market (MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) has been prepared as the
notes are not available to retail investors in UK.
|
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The Euro Fixed/Floating Rate Senior Registered Notes Due 2035 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 issuer has filed a registration statement (including a prospectus) with the SEC for the offerings to which this communication relates. Before you invest, you should
read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and these offerings. You may get these documents for free by visiting EDGAR on the SEC web site
at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offerings will arrange to send you the prospectus if you request it by calling toll free 1-866-718-1649.
When you read the prospectus supplement, please note that all references in such prospectus supplement to the prospectus dated November 16, 2023, or to any sections therein, should
refer instead to the prospectus dated February 22, 2024 or to the corresponding sections of such prospectus, as applicable.
5