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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Morgan Stanley | NYSE:MS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.44 | 0.48% | 93.00 | 93.31 | 92.36 | 92.81 | 4,606,111 | 01:00:00 |
CALCULATION OF REGISTRATION FEE
|
||||
Title of Each Class of Securities Offered |
Maximum Aggregate
Offering Price
|
Amount of Registration
Fee
|
||
Senior Fixed to Floating Rate Notes due 2022
|
$1,000,000
|
$114.60
|
June 2012
|
|
Pricing Supplement No. 231
Registration Statement No. 333-178081
Dated June 20, 2012
Filed pursuant to Rule 424(b)(2)
|
FINAL TERMS
|
||
Issuer:
|
Morgan Stanley
|
|
Aggregate principal amount:
|
$1,000,000. We may increase the aggregate principal amount prior to the original issue date but are not required to do so.
|
|
Issue price:
|
At variable prices
|
|
Stated principal amount:
|
$1,000 per note
|
|
Pricing date:
|
June 20, 2012
|
|
Original issue date:
|
June 29, 2012 (7 business days after the pricing date)
|
|
Maturity date:
|
July 1, 2022
|
|
Interest accrual date:
|
June 29, 2012
|
|
Redemption percentage at maturity:
|
100%
|
|
Interest:
|
From and including the original issue date to but excluding August 1, 2012 (the “initial interest payment period”)
:
5.65% per annum
From and including August 1, 2012 to but excluding the maturity date (the “floating interest rate period”):
(CPI
t
– CPI
t-12
) / CPI
t-12
+ spread; subject to the maximum interest rate and minimum interest rate, where
CPI
t
= CPI for the applicable reference month, as published on Bloomberg screen CPURNSA;
CPI
t-12
= CPI for the twelfth month prior to the applicable reference month, as published on Bloomberg screen CPURNSA; and
Reference month = the third calendar month prior to the month of the related interest reset date.
See “Additional Provisions – Interest Rate” on page 2.
|
|
Spread:
|
3.00%
|
|
Maximum interest rate:
|
10.00% per annum
|
|
Minimum interest rate:
|
0.00% per annum
|
|
Interest payment period:
|
Monthly
|
|
Interest payment dates:
|
The 1
st
day of each month beginning August 1, 2012;
provided
that if any such day is not a business day, that interest payment will be made on the next succeeding business day and no adjustment will be made to any interest payment made on that succeeding business day.
|
|
Interest reset dates:
|
The 1
st
day of each month, beginning August 1, 2012,
provided
that such interest reset dates shall not be adjusted for non-business days.
|
|
Interest determination dates:
|
Each interest reset date.
|
|
Day-count convention:
|
Actual/Actual
|
|
Reporting service:
|
Bloomberg screen CPURNSA
|
|
Specified currency:
|
U.S. dollars
|
|
CUSIP / ISIN:
|
61760QBQ6 / US61760QBQ64
|
|
Book-entry or certificated note:
|
Book-entry
|
|
Business day:
|
New York
|
|
Agent:
|
Morgan Stanley & Co. LLC (“MS & Co.”), a wholly owned subsidiary of Morgan Stanley. See “Supplemental Information Concerning Plan of Distribution; Conflicts of Interest.”
|
|
Calculation agent:
|
Morgan Stanley Capital Services LLC
|
Trustee:
The Bank of New York Mellon
|
Commissions and Issue Price:
|
Price to Public
(1)(2)
|
Agent’s Commissions
(2)
|
Proceeds to Issuer
|
Per Note
|
At variable prices
|
$17.50
|
$982.50
|
Total
|
At variable prices
|
$17,500
|
$982,500
|
(1)
|
The notes will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale, which may be at market prices prevailing, at prices related to such prevailing prices or at negotiated prices; provided, however, that such price will not be less than $985 per note and will not be more than $1,000 per note. See “Risk Factors—The Price You Pay For The Notes May Be Higher Than The Prices Paid By Other Investors.”
|
(2)
|
Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Smith Barney LLC (an affiliate of the agent) and their financial advisors, of up to $17.50 per note depending on market conditions. See “Supplemental Information Concerning Plan of Distribution; Conflicts of Interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement.
|
Senior Fixed to Floating Rate Notes due 2022
U.S. Inflation Index Linked Notes
|
Interest
Rate
|
=
|
CPI
t
- CPI
t-12
|
+
|
Spread; subject to the maximum interest rate
and the minimum interest rate
|
CPI
t-12
|
June 2012
|
Page 2
|
Senior Fixed to Floating Rate Notes due 2022
U.S. Inflation Index Linked Notes
|
June 2012
|
Page 3
|
Senior Fixed to Floating Rate Notes due 2022
U.S. Inflation Index Linked Notes
|
§
|
During the Floating Interest Rate Period, In Periods Of Little Or No Inflation, The Interest Rate Will Be Approximately Equal To The Spread, And In Periods Of Deflation The Interest Rate Will Be Less Than The Spread And May Be As Low As Zero.
Interest payable on the notes during the floating interest rate period is linked to year over year changes in the level of the CPI determined each month. If the CPI for the same month in successive years does not increase, which is likely to occur when there is little or no inflation, investors in the notes will receive an interest payment for the applicable interest payment period equal to the spread of 3.00% per annum.
If the CPI for the same month in successive years decreases, which is likely to occur when there is deflation, investors in the notes will receive an interest payment for the applicable interest payment period that is less than the spread per annum. If the CPI for the same month in successive years declines by the spread or more, investors in the notes will receive only the minimum interest rate, which is 0.00%.
|
§
|
The Amount of Interest Payable On the Notes During the Floating Interest Rate Period Is Capped.
The interest rate on the notes during the floating interest rate period is capped at the maximum interest rate of 10.00% per annum.
|
§
|
The Interest Rate On The Notes May Be Below The Rate Otherwise Payable On Debt Securities Issued By Us With Similar Maturities.
If there are only minimal increases, no changes or decreases in the monthly CPI measured year over year, the interest rate on the notes during the floating interest rate period will be below what we would currently expect to pay as of the date of this pricing supplement if we issued a debt instrument with terms otherwise similar to those of the notes.
|
§
|
The Interest Rate On The Notes May Not Reflect The Actual Levels Of Inflation Affecting Holders Of The Notes.
The CPI is just one measure of inflation and may not reflect the actual levels of inflation affecting holders of the notes. Accordingly, an investment in the notes may not fully offset any inflation actually experienced by investors in the notes.
|
§
|
Your Interest Rate Is Based Upon The CPI. The CPI Itself And The Way The BLS Calculates The CPI May Change In The Future.
There can be no assurance that the BLS will not change the method by which it calculates the CPI. In addition, changes in the way the CPI is calculated could reduce the level of the CPI and lower the interest payment with respect to the notes. Accordingly, the amount of interest, if any, payable on the notes during the floating interest rate period, and therefore the value of the notes, may be significantly reduced. If the CPI is substantially altered, a substitute index may be employed to calculate the interest payable on the notes, as described above, and that substitution may adversely affect the value of the notes.
|
§
|
The Historical Levels Of The CPI Are Not An Indication Of The Future Levels Of The CPI.
The historical levels of the CPI are not an indication of the future levels of the CPI during the term of the notes. In the past, the CPI has experienced periods of volatility and such volatility may occur in the future. Fluctuations and trends in the CPI that have occurred in the past are not necessarily indicative, however, of fluctuations that may occur in the future. Holders of the notes will receive interest payments that will be affected by changes in the CPI. Such changes may be significant. Changes in the CPI are a function of the changes in specified consumer prices over time, which result from the interaction of many factors over which we have no control.
|
§
|
Investors Are Subject To Our Credit Risk, And Any Actual Or Anticipated Changes To Our Credit Ratings Or Credit Spreads May Adversely Affect The Market Value Of The Notes.
Investors are dependent on our ability to pay all amounts due on the notes on interest payment dates and at maturity, and, therefore, investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. The notes are not guaranteed by any other entity. If we default on our obligations under the notes, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the notes prior to maturity will be affected by changes in the market's view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the
|
June 2012
|
Page 4
|
Senior Fixed to Floating Rate Notes due 2022
U.S. Inflation Index Linked Notes
|
§
|
credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the notes.
|
§
|
The Price At Which The Notes May Be Resold Prior To Maturity Will Depend On A Number Of Factors And May Be Substantially Less Than The Amount For Which They Were Originally Purchased.
Some of these factors include, but are not limited to: (i) changes in U.S. inflation rates, (ii) changes in U.S. interest rates, (iii) any actual or anticipated changes in our credit ratings or credit spreads and (iv) time remaining to maturity.
|
§
|
The Inclusion Of Commissions And Projected Profit From Hedging In The Original Issue Price Is Likely To Adversely Affect Secondary Market Prices.
Assuming no change in market conditions or any other relevant factors, the price, if any, at which MS & Co. is willing to purchase the notes at any time in secondary market transactions will likely be significantly lower than the original issue price, since secondary market prices are likely to exclude commissions paid with respect to the notes and the cost of hedging our obligations under the notes that are included in the original issue price. The cost of hedging includes the projected profit that our subsidiaries may realize in consideration for assuming the risks inherent in managing the hedging transactions. These secondary market prices are also likely to be reduced by the costs of unwinding the related hedging transactions. In addition, any secondary market prices may differ from values determined by pricing models used by MS & Co., as a result of dealer discounts, mark-ups or other transaction costs.
|
§
|
The Price You Pay For The Notes May Be Higher Than The Prices Paid By Other Investors.
The agent proposes to offer the notes from time to time for sale to investors in one or more negotiated transactions, or otherwise, at market prices prevailing at the time of sale, at prices related to then-prevailing prices, at negotiated prices, or otherwise. Accordingly, there is a risk that the price you pay for the notes will be higher than the prices paid by other investors based on the date and time you make your purchase, from whom you purchase the notes (e.g., directly from the agent or through a broker or dealer), any related transaction cost (e.g., any brokerage commission), whether you hold your notes in a brokerage account, a fiduciary or fee-based account or another type of account and other market factors.
|
§
|
The Notes Will Not Be Listed On Any Securities Exchange And Secondary Trading May Be Limited.
The notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. MS & Co. may, but is not obligated to, make a market in the notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because we do not expect that other broker-dealers will participate significantly in the secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which MS & Co. is willing to transact. If at any time MS & Co. were not to make a market in the notes, it is likely that there would be no secondary market for the notes. Accordingly, you should be willing to hold your notes to maturity.
|
§
|
Issuer Or Its Affiliates Are Market Participants
. The issuer or one or more of its affiliates may, at present or in the future, publish research reports with respect to movements in interest rates generally or with respect to the CPI specifically. This research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Any of these activities may affect the market value of the notes.
|
June 2012
|
Page 5
|
Senior Fixed to Floating Rate Notes due 2022
U.S. Inflation Index Linked Notes
|
Month
|
2000
|
2001
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
2008
|
2009
|
2010
|
2011
|
2012
|
January
|
175.100
|
177.100
|
181.700
|
185.200
|
190.700
|
198.300
|
202.416
|
211.080
|
211.143
|
216.687
|
220.223
|
226.665
|
|
February
|
175.800
|
177.800
|
183.100
|
186.200
|
191.800
|
198.700
|
203.499
|
211.693
|
212.193
|
216.741
|
221.309
|
227.663
|
|
March
|
176.200
|
178.800
|
184.200
|
187.400
|
193.300
|
199.800
|
205.352
|
213.528
|
212.709
|
217.631
|
223.467
|
229.392
|
|
April
|
176.900
|
179.800
|
183.800
|
188.000
|
194.600
|
201.500
|
206.686
|
214.823
|
213.240
|
218.009
|
224.906
|
230.085
|
|
May
|
177.700
|
179.800
|
183.500
|
189.100
|
194.400
|
202.500
|
207.949
|
216.632
|
213.856
|
218.178
|
225.964
|
229.815
|
|
June
|
178.000
|
179.900
|
183.700
|
189.700
|
194.500
|
202.900
|
208.352
|
218.815
|
215.693
|
217.965
|
225.722
|
||
July
|
177.500
|
180.100
|
183.900
|
189.400
|
195.400
|
203.500
|
208.299
|
219.964
|
215.351
|
218.011
|
225.922
|
||
August
|
177.500
|
180.700
|
184.600
|
189.500
|
196.400
|
203.900
|
207.917
|
219.086
|
215.834
|
218.312
|
226.545
|
||
September
|
178.300
|
181.000
|
185.200
|
189.900
|
198.800
|
202.900
|
208.490
|
218.783
|
215.969
|
218.439
|
226.889
|
||
October
|
174.000
|
177.700
|
181.300
|
185.000
|
190.900
|
199.200
|
201.800
|
208.936
|
216.573
|
216.177
|
218.711
|
226.421
|
|
November
|
174.100
|
177.400
|
181.300
|
184.500
|
191.000
|
197.600
|
201.500
|
210.177
|
212.425
|
216.330
|
218.803
|
226.230
|
|
December
|
174.000
|
176.700
|
180.900
|
184.300
|
190.300
|
196.800
|
201.800
|
210.036
|
210.228
|
215.949
|
219.179
|
225.672
|
Month
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
2008
|
2009
|
2010
|
2011
|
2012
|
January
|
5.126%
|
5.026%
|
5.041%
|
6.189%
|
7.348%
|
4.305%
|
6.536%
|
6.655%
|
2.817%
|
4.172%
|
6.525%
|
February
|
4.895%
|
5.198%
|
4.765%
|
6.523%
|
6.456%
|
4.974%
|
7.306%
|
4.070%
|
4.838%
|
4.143%
|
6.394%
|
March
|
4.552%
|
5.377%
|
4.879%
|
6.256%
|
6.416%
|
5.541%
|
7.081%
|
3.091%
|
5.721%
|
4.496%
|
5.962%
|
April
|
4.142%
|
5.597%
|
4.926%
|
5.970%
|
6.985%
|
5.076%
|
7.280%
|
3.030%
|
5.626%
|
4.632%
|
5.925%
|
May
|
4.138%
|
5.981%
|
4.693%
|
6.008%
|
6.598%
|
5.415%
|
7.027%
|
3.236%
|
5.143%
|
5.108%
|
5.871%
|
June
|
4.476%
|
6.020%
|
4.737%
|
6.148%
|
6.363%
|
5.779%
|
6.981%
|
2.616%
|
5.314%
|
5.682%
|
5.651%
|
July
|
4.639%
|
5.225%
|
5.285%
|
6.511%
|
6.546%
|
5.574%
|
6.937%
|
2.263%
|
5.236%
|
6.164%
|
5.303%
|
August
|
4.182%
|
5.058%
|
6.052%
|
5.803%
|
7.167%
|
5.691%
|
7.176%
|
1.719%
|
5.021%
|
6.569%
|
|
September
|
4.067%
|
5.112%
|
6.266%
|
5.530%
|
7.319%
|
5.687%
|
8.022%
|
1.573%
|
4.053%
|
6.559%
|
|
October
|
4.465%
|
5.110%
|
5.991%
|
6.168%
|
7.145%
|
5.358%
|
8.600%
|
0.903%
|
4.235%
|
6.629%
|
|
November
|
4.803%
|
5.158%
|
5.654%
|
6.641%
|
6.819%
|
4.970%
|
8.372%
|
1.516%
|
4.148%
|
6.771%
|
|
December
|
4.514%
|
5.320%
|
5.538%
|
7.687%
|
5.062%
|
5.755%
|
7.937%
|
1.714%
|
4.144%
|
6.868%
|
June 2012
|
Page 6
|
Senior Fixed to Floating Rate Notes due 2022
U.S. Inflation Index Linked Notes
|
June 2012
|
Page 7
|
June 2012
|
Page 8
|
1 Year Morgan Stanley Chart |
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