New Issue: Morgan Stanley prices $5 million fixed-to-floating CMS curve, S&P 500-linked notes

By Marisa Wong

Madison, Wis., Dec. 3 - Morgan Stanley priced $5 million of fixed-to-floating-rate leveraged CMS curve and S&P 500 index-linked notes due Dec. 3, 2028, according to a 424B2 filing with the Securities and Exchange Commission.

The coupon will be 9% for the first year. Beginning Dec. 3, 2014, it will be (a) 4 times the spread of the 30-year Constant Maturity Swap rate over the two-year CMS rate multiplied by (b) the proportion of days on which the index's closing level is greater than or equal to 75% of the initial index level. The interest rate will be subject to a floor of zero and a cap of 9% per year. Interest is payable quarterly.

The payout at maturity will be par.

Morgan Stanley & Co. LLC is the agent.

Issuer:	Morgan Stanley
Issue:	Fixed-to-floating-rate leveraged CMS curve and S&P 500-linked notes
Amount:	$5 million
Maturity:	Dec. 3, 2028
Coupon:	9% for first year; beginning Dec. 3, 2014, 4 times spread of 30-year CMS rate over two-year CMS rate, multiplied by proportion of days on which S&P 500 is at least 75% of initial index level; subject to minimum rate of zero and maximum of 9% per year; payable quarterly
Price:	Par
Payout at maturity:	Par
Initial index level:	1,807.23
Index reference level:	1,355.4225, 75% of initial level
Pricing date:	Nov. 27
Settlement date:	Dec. 3
Agent:	Morgan Stanley & Co. LLC
Fees:	3.5%
Cusip:	61760QDT8

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