8-KOther EventsExhibits & Filings

MORGAN STANLEY 8-K Report, Corporate Update (Feb 19, 2021)

Filed February 19, 2021For Securities:MSMS-PKMS-POMS-PQMS-PAMS-PFMS-PIMS-PLMS-PPMS-PEMSTLW

Summary

Morgan Stanley (MS) has filed an 8-K report on February 19, 2021, providing an update on its previously announced merger with Eaton Vance Corp. The most significant update is the expected completion date for the merger, now projected for March 1, 2021. This revised timeline signifies progress towards finalizing the acquisition, which was initially announced on October 7, 2020. Shareholders of Eaton Vance have a crucial deadline of February 24, 2021, to submit their election forms regarding the form of merger consideration they wish to receive. The filing also clarifies the methodology for determining the "Morgan Stanley Common Stock Reference Price" for shareholders opting for all-cash or all-stock consideration. This price will be based on the volume-weighted average price (VWAP) of Morgan Stanley's common stock for the ten trading days preceding the closing date. Investors should note that the completion of the merger is still contingent upon customary closing conditions being satisfied. The report also emphasizes the importance of reviewing detailed transaction information filed with the SEC, including the Form S-4 registration statement and prospectus.

Key Highlights

  • 1Morgan Stanley and Eaton Vance now expect to complete their merger on March 1, 2021.
  • 2The deadline for Eaton Vance shareholders to submit their election forms for merger consideration is February 24, 2021.
  • 3The 'Morgan Stanley Common Stock Reference Price' for merger consideration will be based on a 10-day VWAP ending two trading days before closing.
  • 4The merger's completion is still subject to satisfaction or waiver of customary closing conditions.
  • 5Detailed transaction information, including a Form S-4 registration statement and prospectus, has been filed with the SEC and is available to investors.
  • 6The filing includes forward-looking statements and highlights numerous risks and uncertainties associated with the transaction, as detailed in the Form S-4 and other SEC filings.

Frequently Asked Questions

Morgan Stanley and Eaton Vance currently expect to complete the merger on March 1, 2021, subject to the satisfaction or waiver of customary closing conditions.

The deadline for Eaton Vance shareholders to submit their properly completed forms of election to the exchange agent is 5:00 pm Eastern Time on February 24, 2021.

For shareholders electing all cash or all stock consideration, the 'Morgan Stanley Common Stock Reference Price' will be the volume-weighted average price (rounded to four decimal places) of Morgan Stanley common stock for the ten consecutive trading days ending on the second full trading day preceding the closing date, as calculated using the VWAP command on the Bloomberg Terminal.

Investors are urged to read the registration statement on Form S-4, the prospectus, the form of election, and any other relevant documents filed with the SEC. Free copies can be obtained from the SEC's website or by contacting the investor relations departments of Morgan Stanley or Eaton Vance.