MS-P Morgan Stanley

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

____________________________

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of 

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): July 29, 2024

 

MORGAN STANLEY
(Exact Name of Registrant
as Specified in Charter)

 

delaware	1-11758	36-3145972
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1585 Broadway, New York, New York		10036
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (212) 761-4000

 

Not Applicable 

(Former Name or Former Address, if Changed Since Last Report)

____________________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	MS	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series A, $0.01 par value	MS/PA	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series E, $0.01 par value	MS/PE	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F, $0.01 par value	MS/PF	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, $0.01 par value	MS/PI	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K, $0.01 par value	MS/PK	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of 4.875% Non-Cumulative Preferred Stock, Series L, $0.01 par value	MS/PL	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of 4.250% Non-Cumulative Preferred Stock, Series O, $0.01 par value	MS/PO	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of 6.500% Non-Cumulative Preferred Stock, Series P, $0.01 par value	MS/PP	New York Stock Exchange
Depositary Shares, each representing 1/1,000th interest in a share of 6.625% Non-Cumulative Preferred Stock, Series Q, $0.01 par value	MS/PQ	New York Stock Exchange
Global Medium-Term Notes, Series A, Fixed Rate Step-Up Senior Notes Due 2026 of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto)	MS/26C	New York Stock Exchange
Global Medium-Term Notes, Series A, Floating Rate Notes Due 2029 of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto)	MS/29	New York Stock Exchange

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 3.03. Material Modification to Rights of Security Holders.

 

Upon issuance of the Series Q Preferred Stock (as defined in Item 5.03 below) on July 30, 2024, the ability of Morgan Stanley (the “Registrant”) to declare or pay dividends or distributions on, or purchase, redeem or otherwise acquire for consideration, shares of its junior stock will be subject to certain restrictions in the event that the Registrant fails to declare and pay full dividends on its Series Q Preferred Stock. “Junior stock” means any class or series of capital stock of the Registrant that ranks junior to the Series Q Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Registrant. Junior stock includes the Registrant’s common stock. These restrictions are set forth in the Certificate of Designation establishing the terms of the Series Q Preferred Stock, a copy of which is filed as Exhibits 3.1 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 29, 2024, the Registrant filed a Certificate of Designation to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, establishing the terms of the Registrant’s 6.625% Non-Cumulative Preferred Stock, Series Q, par value $0.01 per share, liquidation preference $25,000 per share (the “Series Q

 

Preferred Stock”). A copy of the Certificate of Designation relating to the Series Q Preferred Stock is filed as Exhibits 3.1 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 8.01. Other Events.

 

Additional exhibits are filed herewith in connection with the offering, issuance and sale of depositary shares representing interests in the Registrant’s Series Q Preferred Stock under the Registrant’s Registration Statement on Form S-3 (File No. 333-275587).

 

Item 9.01		Financial Statements and Exhibits.
(d)		Exhibits
		The following exhibits are filed as part of this Report on Form 8-K:

 

Exhibit Number		Description
3.1 and 4.1		Certificate of Designation of the Registrant relating to the Series Q Preferred Stock, incorporated herein by reference to Exhibit 2.3 to the Registrant’s Registration Statement on Form 8-A, filed on July 29, 2024.
4.2		Form of Certificate representing the Series Q Preferred Stock, incorporated herein by reference to Exhibit 2.5 to the Registrant’s Registration Statement on Form 8-A, filed on July 29, 2024.
4.3		Form of Deposit Agreement among Morgan Stanley, The Bank of New York Mellon and the holders from time to time of the depositary receipts described therein, incorporated herein by reference to Exhibit 2.4 to the Registrant’s Registration Statement on Form 8-A, filed on July 29, 2024.
4.4		Form of Depositary Receipt, included in Exhibit 4.3 hereto and incorporated herein by reference to Exhibit 2.6 to the Registrant’s Registration Statement on Form 8-A, filed on July 29, 2024.
5		Opinion of Davis Polk & Wardwell LLP.
23		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5 hereto).
101		Interactive Data Files pursuant to Rule 406 of Regulation S-T formatted in Inline eXtensible Business Reporting Language (“Inline XBRL”).
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

		MORGAN STANLEY
		(Registrant)
Date: July 30, 2024		By:	/s/ Jeanne Greeley O’Regan
			Name:	Jeanne Greeley O’Regan
			Title:	Deputy Corporate Secretary and Counsel

 

 

 

EXHIBITS 5 AND 23

 

OPINION OF DAVIS POLK & WARDWELL LLP

 

 

 

July 30, 2024

 

Morgan Stanley
1585 Broadway
New York, New York 10036

 

Ladies and Gentlemen:

 

Morgan Stanley, a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-275587), as amended by Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2 thereto (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including the 40,000,000 depositary shares (the “Depositary Shares”), each representing 1/1,000^th of a share of the Company’s perpetual 6.625% Non-Cumulative Preferred Stock, Series Q, par value $0.01 per share, liquidation preference $25,000 per share (each, an “Underlying Preferred Share”) to be sold pursuant to the Underwriting Agreement dated July 23, 2024 (the “Underwriting Agreement”) among the Company and the several underwriters named therein (the “Underwriters”). The Depositary Shares will be issued under a deposit agreement to be entered into among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the holders from time to time of depositary receipts issued thereunder (the “Deposit Agreement”).

 

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

 

In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

 

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion:

 

1.

When the Underlying Preferred Shares have been issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, the Underlying Preferred Shares will be validly issued, fully paid and non-assessable; and

 

2.

Assuming due authorization, execution and delivery of the Deposit Agreement by the Depositary and when the Depositary Shares are issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, each Depositary Share will represent an interest in a validly issued, outstanding, fully paid and non-assessable Underlying Preferred Share; assuming due execution and delivery of the Depositary Receipts by the Depositary pursuant to such Deposit Agreement, the Depositary Receipts will entitle the holders thereof to the benefits provided therein and in the Deposit Agreement, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that we express no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.

 

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

 

We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption “Validity of the Securities” in the prospectus supplement dated July 23, 2024 relating to the Depositary Shares and the Underlying Preferred Shares, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

Very truly yours,

 

 

/s/ Davis Polk & Wardwell LLP

 

v3.24.2

Cover	Jul. 29, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 29, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	1-11758
Entity Registrant Name	MORGAN STANLEY
Entity Central Index Key	0000895421
Entity Tax Identification Number	36-3145972
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1585 Broadway
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	212
Local Phone Number	761-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.01 par value
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	MS
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Title of 12(b) Security	Depositary Shares, each representing 1/1,000th interest in a share of Floating Rate Non-Cumulative Preferred Stock, Series A, $0.01 par value
Trading Symbol	MS/PA
Security Exchange Name	NYSE
Series E Preferred Stock [Member]
Title of 12(b) Security	Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series E, $0.01 par value
Trading Symbol	MS/PE
Security Exchange Name	NYSE
Series F Preferred Stock [Member]
Title of 12(b) Security	Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F, $0.01 par value
Trading Symbol	MS/PF
Security Exchange Name	NYSE
Series I Preferred Stock [Member]
Title of 12(b) Security	Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, $0.01 par value
Trading Symbol	MS/PI
Security Exchange Name	NYSE
Series K Preferred Stock [Member]
Title of 12(b) Security	Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K, $0.01 par value
Trading Symbol	MS/PK
Security Exchange Name	NYSE
Series L Preferred Stock [Member]
Title of 12(b) Security	Depositary Shares, each representing 1/1,000th interest in a share of 4.875% Non-Cumulative Preferred Stock, Series L, $0.01 par value
Trading Symbol	MS/PL
Security Exchange Name	NYSE
Series O Preferred Stock [Member]
Title of 12(b) Security	Depositary Shares, each representing 1/1,000th interest in a share of 4.250% Non-Cumulative Preferred Stock, Series O, $0.01 par value
Trading Symbol	MS/PO
Security Exchange Name	NYSE
Series P Preferred Stock [Member]
Title of 12(b) Security	Depositary Shares, each representing 1/1,000th interest in a share of 6.500% Non-Cumulative Preferred Stock, Series P, $0.01 par value
Trading Symbol	MS/PP
Security Exchange Name	NYSE
Series Q Preferred Stock [Member]
Title of 12(b) Security	Depositary Shares, each representing 1/1,000th interest in a share of 6.625% Non-Cumulative Preferred Stock, Series Q, $0.01 par value
Trading Symbol	MS/PQ
Security Exchange Name	NYSE
Global Medium Term Notes Series A Fixed Rate Step Up Senior Notes Due 2026 Of Morgan Stanley Finance L L C [Member]
Title of 12(b) Security	Global Medium-Term Notes, Series A, Fixed Rate Step-Up Senior Notes Due 2026
Trading Symbol	MS/26C
Security Exchange Name	NYSE
Global Medium Term Notes Series A Floating Rate Notes Due 2029 Of Morgan Stanley Finance L L C [Member]
Title of 12(b) Security	Global Medium-Term Notes, Series A, Floating Rate Notes Due 2029
Trading Symbol	MS/29
Security Exchange Name	NYSE

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