Morgan Stanley Bank $3 billion senior notes offering

Davis Polk advised Morgan Stanley and Morgan Stanley Bank, N.A., a national banking association subsidiary of Morgan Stanley, in connection with Morgan Stanley Bank’s offering under its 3(a)(2) program of $3 billion aggregate principal amount of senior notes, consisting of $500 million floating-rate notes due 2030 and $2.5 billion fixed-to-floating-rate notes due 2030. For the term of the floating-rate notes and during the floating interest rate period of the fixed-to-floating-rate notes, the interest rate on the notes is based on compounded SOFR, calculated by reference to the SOFR Index. 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 provided by section 16.6 of the OCC’s regulations.

The Davis Polk corporate team included partner Christopher S. Schell, counsel Vidal Vanhoof and associates Emily Mahan and Chloe (Yongheng) Huang. The tax team included partner Lucy W. Farr, counsel David S. Fisher and associate Adam M. Ackerman. 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.