Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
2024年7月24日 - 5:46AM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Dated July 23, 2024
Relating to
Preliminary Prospectus Supplement dated July 23, 2024 to
Prospectus dated April 12, 2024
Registration Statement No. 333-275587
40,000,000 Depositary Shares
Each Representing 1/1,000th of a Share of 6.625%
Non-Cumulative Preferred Stock, Series Q
The information in this communication supplements the Preliminary Prospectus Supplement dated July 23, 2024 and supersedes the information in such Preliminary Prospectus Supplement
with respect to the underwriters’ option to purchase additional Depositary Shares. Notwithstanding anything to the contrary in the Preliminary Prospectus Supplement dated July 23, 2024, the underwriters will not have the option to purchase any
Depositary Shares in addition to those set forth below.
Issuer:
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Morgan Stanley
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Designation of Depositary Shares:
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Depositary shares, each representing 1/1,000th ownership interest in a share of 6.625% Non-Cumulative Preferred Stock, Series Q
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Aggregate Number of Depositary
Shares:
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40,000,000
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Trade Date:
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July 23, 2024
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Original Issue Date (Settlement):
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July 30, 2024 (T + 5)
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Issue Price (Price to Public) Per
Depositary Share:
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$25
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Aggregate Issue Price (Price to
Public):
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$1,000,000,000
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Underwriting Discounts and
Commissions Per Depositary
Share:
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$0.7875; provided that the underwriting discounts and commissions will be $0.2500 per depositary share with respect to any depositary share sold to certain institutions
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Aggregate Underwriting Discounts
and Commissions:
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$31,500,000; provided that the aggregate underwriting discounts and commissions will decrease to the extent that sales are made to certain institutions as described above
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Proceeds to Issuer Per Depositary
Share:
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$24.2125; provided that the proceeds to the Issuer per depositary share will be $24.7500 in the case of any depositary share with respect to which the underwriting discounts and commissions
were $0.2500
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Aggregate Proceeds to Issuer:
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$968,500,000; provided that the proceeds to the Issuer will increase to the extent that the underwriting discounts and commissions are reduced as described above with respect to sales to
certain institutions
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Liquidation Preference:
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$25,000 per share of 6.625% Non-Cumulative Preferred Stock, Series Q (equivalent to $25 per depositary share)
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Dividend Rate (Non-Cumulative):
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A fixed rate per annum equal to 6.625%
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Dividend Payment Dates:
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The 15th day of January, April, July and October of each year, commencing on October 15, 2024
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Optional Redemption:
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At the Issuer’s option, (i) in whole or in part, from time to time, on any dividend payment date on or after October 15, 2029 or (ii) in whole but not in part at any time within 90 days
following a Regulatory Capital Treatment Event (as defined in the Preliminary Prospectus Supplement dated July 23, 2024), in each case at a
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redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends to, but excluding,
the date fixed for redemption, without accumulation of any undeclared dividends. |
CUSIP:
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61762V 838
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ISIN:
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US61762V8384
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Expected Ratings*:
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Baa3 / BBB- / BBB / BBB (high) (Moody’s / Standard & Poor’s / Fitch / DBRS)
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Lead Manager:
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Morgan Stanley & Co. LLC
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Co-Managers:
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Such other underwriters as shall be so-named in the final Prospectus Supplement to the above-referenced Prospectus relating to the depositary shares
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Global Settlement:
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Through The Depository Trust Company and its participants, including Euroclear and Clearstream, Luxembourg, as the case may be
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* 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 issuer has filed a registration statement (including a prospectus) with the SEC for the offering 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 this offering. 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 offering will arrange to send you the prospectus if you request it by calling toll free 1-866-718-1649 (institutional investors) or
1-800-584-6837 (retail investors).
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