Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of $1 billion aggregate principal amount of fixed-to-floating-rate senior notes due 2025. During the floating interest rate period, the notes bear interest by reference to the secured overnight financing rate, compounded daily over each quarterly interest payment period.

As set forth in the prospectus, Morgan Stanley expects that its consolidated subsidiaries will allocate funds in aggregate amounts equal to the net proceeds of this offering to its past, ongoing and/or future affordable housing projects. These projects are selected under Morgan Stanley’s affordable housing investment eligibility criteria, which are based on the definition of “community development” under the Community Reinvestment Act. This is Morgan Stanley’s inaugural offering of “social bonds.”

The Davis Polk corporate team included partner Christopher S. Schell and counsel Michael Steinberg. Partner Po Sit provided tax advice. Partner Gregory S. Rowland, counsel Sarah E. Kim and associate Sijia Cai provided 1940 Act advice. All members of the Davis Polk team are based in the New York office.