FORM OF UNDERWRITING AGREEMENT (PREFERRED STOCK, DEPOSITARY SHARES AND COMMON STOCK) MORGAN STANLEYUnderwriting Agreement • November 16th, 2017 • Morgan Stanley Finance LLC • Security brokers, dealers & flotation companies • New York
FORM OF MORGAN STANLEY UNDERWRITING AGREEMENT (DEBT SECURITIES, WARRANTS, PURCHASE CONTRACTS AND UNITS)Underwriting Agreement • November 16th, 2017 • Morgan Stanley Finance LLC • Security brokers, dealers & flotation companies • New York
Company under Rule 433(d) of the Securities Act] 5. [orally communicated pricing information to be included on Schedule I if a final term sheet is not used] [to be discussed]
MORGAN STANLEY Global Medium Term Notes, Series F Global Units, Series F Global Warrants, Series F Global Medium Term Notes, Series I MORGAN STANLEY FINANCE LLC Global Medium Term Notes, Series A Global Units, Series A Global Warrants, Series A Fully...u.s. Distribution Agreement • November 16th, 2017 • Morgan Stanley Finance LLC • Security brokers, dealers & flotation companies • New York
Morgan Stanley, a Delaware corporation (“Morgan Stanley”), confirms its agreement with you with respect to the issue and sale from time to time by Morgan Stanley of up to $412,769,898,320 (or the equivalent thereof in one or more currencies other than U.S. dollars) aggregate initial public offering price, as such amount may be increased from time to time upon due authorization by Morgan Stanley, of its Global Medium Term Notes, Series F and its Global Medium Term Notes, Series I (together, the “Morgan Stanley Notes”), its Global Units, Series F (the “Morgan Stanley Units”) and its Global Warrants, Series F (the “Morgan Stanley Warrants”), in each case subject to reduction as a result of (A) the prior sale of Program Securities (as defined below) or (B) the prior or future sale of (i) the Company’s Global Medium-Term Notes Series G, Series H, Series J and Series K, primarily outside of the United States, (ii) the Company’s Global Units, Series G and Series H, primarily outside of the Un
Global Medium-Term Notes, Series J and Series K EURO DISTRIBUTION AGREEMENTEuro Distribution Agreement • November 16th, 2017 • Morgan Stanley Finance LLC • Security brokers, dealers & flotation companies • New York
MORGAN STANLEY FINANCE LLC, as Issuer MORGAN STANLEY, as Guarantor THE BANK OF NEW YORK MELLON, as Unit Agent, as Collateral Agent, as Trustee and Paying Agent under the Indenture referred to herein, and as Warrant Agent under the Warrant Agreement...Unit Agreement • November 16th, 2017 • Morgan Stanley Finance LLC • Security brokers, dealers & flotation companies • New York
UNIT AGREEMENT, dated as of February 16, 2016, by and among MORGAN STANLEY FINANCE LLC, a Delaware limited liability company (the “Company”) and a wholly-owned subsidiary of Morgan Stanley, MORGAN STANLEY, a Delaware corporation (the “Guarantor”), THE BANK OF NEW YORK MELLON, a New York banking corporation (“BNYM”), acting solely as unit agent and collateral agent under this Agreement (in its capacity as unit agent, the “Agent,” and, in its capacity as collateral agent, the “Collateral Agent”), except to the extent that this Agreement specifically states that the Agent is acting in another capacity, BNYM, as trustee and paying agent under the Indenture described below (in its capacity as trustee under the Indenture, the “Trustee” and, in its capacity as paying agent under the Indenture, the “Paying Agent”), and BNYM, as Warrant Agent under the Warrant Agreement described below (in its capacity as Warrant Agent under the Warrant Agreement, the “Warrant Agent”), and the holders from time
FORM OF PHYSICALLY-SETTLED PRE-PAID PURCHASE CONTRACT] MORGAN STANLEY FINANCE LLC [Insert Designation of Physically-Settled Pre-paid Purchase Contracts] PHYSICALLY-SETTLED PRE-PAID PURCHASE CONTRACT(S) Physically-Settled Pre-paid Purchase Contracts...Physically-Settled Pre-Paid Purchase Contract • November 16th, 2017 • Morgan Stanley Finance LLC • Security brokers, dealers & flotation companies
All capitalized terms used but not defined herein that are defined in the Unit Agreement (described below) have the meanings set forth therein, and if not defined therein, have the meaning set forth below.
MORGAN STANLEY FINANCE LLC, as Issuer MORGAN STANLEY, as Guarantor and THE BANK OF NEW YORK MELLON, as Warrant Agent _______________________ WARRANT AGREEMENT dated as of February 16, 2016Warrant Agreement • November 16th, 2017 • Morgan Stanley Finance LLC • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT, dated as of February 16, 2016, among MORGAN STANLEY FINANCE LLC, a Delaware limited liability company (the “Company”) and a wholly-owned subsidiary of Morgan Stanley, MORGAN STANLEY, a Delaware corporation (the “Guarantor”), and THE BANK OF NEW YORK MELLON (the “Warrant Agent”).
