||Morgan Stanley | Fixed-To-Floating Rate Non-Cumulative Preferred Stock, Series F (MS.PRF)
Each of the 34,000,000 depositary shares offered hereby represents a 1/1,000th ownership interest in a share of perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F (“Series F Preferred Stock”), liquidation preference $25,000 per share, of Morgan Stanley, deposited with The Bank of New York Mellon, as depositary. The depositary shares are evidenced by depositary receipts. As a holder of depositary shares, you are entitled to all proportional rights and preferences of the Series F Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.
Holders of Series F Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our Board of Directors or a duly authorized committee of the Board. Any such dividends will be payable from the date of original issue on a non-cumulative basis, quarterly in arrears on the 15th day of January, April, July and October of each year, commencing on January 15, 2014. Any such dividends will be payable at a fixed rate per annum equal to 6.875% from the original issue date to, but excluding, January 15, 2024 and thereafter at a floating rate per annum equal to the three-month U.S. dollar LIBOR on the related dividend determination date plus 3.94%. Payment of dividends on the Series F Preferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement.
In the event dividends are not declared on Series F Preferred Stock for payment on any dividend payment date, then those dividends will not be cumulative and will cease to accrue or be payable. If we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends accrued for that dividend period, whether or not dividends on the Series F Preferred Stock are declared for any future dividend period.
We may, at our option, redeem the shares of Series F Preferred Stock (i) in whole or in part, from time to time, on any dividend payment date on or after January 15, 2024 or (ii) in whole but not in part at any time within 90 days of certain changes to regulatory capital requirements as described under “Description of Series F Preferred Stock — Redemption,” in each case, at a redemption price of $25,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends. The Series F Preferred Stock will not have voting rights, except as set forth herein under “Description of Series F Preferred Stock — Voting Rights.”
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|Alternate symbology:||MS-F, MS-PF, MSprF|
|Recent Market Price:||$28.32|
|Premium to Liquidation Preference:|
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|Original Coupon:||6.875% from the original issue date to, but excluding, January 15, 2024 and thereafter at a floating rate per annum equal to the three-month U.S. dollar LIBOR on the related dividend determination date plus 3.94%|
|Pay Dates:||15-Jan, 15-Apr, 15-Jul, 15-Oct|
Morgan Stanley is a financial holding company. Through its subsidiaries and affiliates, Co. provides its products and services to corporations, governments, financial institutions and individuals. Co. has three segments: Institutional Securities, which provides capital raising and financial advisory services, sales and trading, lending, financing and market-making activities in equity, fixed income securities and related products; Wealth Management, which provides brokerage and investment advisory services; and Investment Management, which provides a range of investment strategies. As of Dec 31 2016, Co. had total assets of $814.95 billion and total deposits of $155.86 billion.|
Preferreds: MS.PRA, MS.PRE, MS.PRF, MS.PRG, MS.PRI
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