Morgan Stanley $2.75 billion senior notes offering

Davis Polk advised Morgan Stanley and Morgan Stanley Bank, N.A., a national banking association subsidiary of Morgan Stanley (MSBNA), in connection with MSBNA’s offering under its 3(a)(2) program of $2.75 billion aggregate principal amount of senior notes, consisting of $650 million floating-rate notes due 2028 and $2.1 billion fixed-to-floating-rate notes due 2028. For the term of the floating-rate notes and during the floating interest rate period of the fixed-to-floating-rate notes, the notes bear interest by reference to the Secured Overnight Financing Rate, or SOFR, compounded daily over each quarterly interest payment period. The notes were offered and sold in reliance upon an exemption from registration provided in Section 3(a)(2) of the Securities Act and pursuant to the exemption from registration with the Office of the Comptroller of the Currency (OCC) provided by Section 16.6 of the OCC’s regulations.

The Davis Polk corporate team included partner Christopher S. Schell, counsel Michael Steinberg and associates Nicollette Farkas and Yongming Wu. The tax team included partner Lucy W. Farr, counsel David S. Fisher and associate Alex Ang Gao. Partner Gregory S. Rowland and counsel Leon E. Salkin provided 1940 Act advice. All members of the Davis Polk team are based in the New York office.