Investment
Summary
Market-Linked
Notes
The Market-Linked Notes due April 2, 2026
Based on the Value of the EURO STOXX 50®
Index (the “notes”) offer 100%
participation in the positive performance of the underlying index,
subject to the maximum payment at maturity. The notes provide
investors:
■an
opportunity to gain exposure to the EURO STOXX
50®
Index
■the
repayment of principal at maturity, subject to our
creditworthiness
■100%
participation in any appreciation of the underlying index over the
term of the notes, subject to the maximum payment at maturity of at
least $1,549.50 per note (154.95% of the stated principal amount).
The actual maximum payment at maturity will be determined on the
pricing date.
■no
exposure to any decline of the underlying index if the notes are
held to maturity
At maturity, if the underlying index has
depreciated or has not appreciated at all, you will receive the
stated principal amount of $1,000 per note, without any positive
return on your investment. All payments on the notes, including the
repayment of principal at maturity, are subject to our credit
risk.
|
|
Maturity:
|
Approximately 3 years
|
Participation
rate:
|
100%
|
Maximum payment at
maturity:
|
At least $1,549.50 per note (154.95% of
the stated principal amount). The actual maximum payment at
maturity will be determined on the pricing date.
|
Interest:
|
None
|
The original issue price of each note is
$1,000. This price includes costs associated with issuing, selling,
structuring and hedging the notes, which are borne by you, and,
consequently, the estimated value of the notes on the pricing date
will be less than $1,000. We estimate that the value of each note
on the pricing date will be approximately $972.40, or within $30.00
of that estimate. Our estimate of the value of the notes as
determined on the pricing date will be set forth in the final
pricing supplement.
What goes into the estimated
value on the pricing date?
In valuing the notes on the pricing date,
we take into account that the notes comprise both a debt component
and a performance-based component linked to the underlying index.
The estimated value of the notes is determined using our own
pricing and valuation models, market inputs and assumptions
relating to the underlying index, instruments based on the
underlying index, volatility and other factors including current
and expected interest rates, as well 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 notes?
In determining the economic terms of the
notes, including the participation rate and the maximum payment at
maturity, 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, selling, 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 notes
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 notes?
The price at which MS & Co. purchases
the notes in the secondary market, absent changes in market
conditions, including those related to the underlying index, 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 well 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, selling, structuring and hedging the notes are not fully
deducted upon issuance, for a period of up to 6 months following
the issue date, to the extent that MS & Co. may buy or sell the
notes in the secondary market, absent changes in market conditions,
including those related to the underlying index, 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
will also be reflected in your brokerage account
statements.
MS & Co. may, but is not obligated to,
make a market in the notes, and, if it once chooses to make a
market, may cease doing so at any time.