8-KRegulation FDExhibits & Filings

MORGAN STANLEY 8-K Report, Regulation FD Disclosure (Mar 1, 2021)

Filed March 1, 2021For Securities:MSMS-PKMS-POMS-PQMS-PAMS-PFMS-PIMS-PLMS-PPMS-PEMSTLW

Summary

Morgan Stanley (MS) has officially announced the completion of its acquisition of Eaton Vance Corp. as of March 1, 2021. This strategic merger, previously agreed upon in October 2020, combines Morgan Stanley's wealth and investment management businesses with Eaton Vance's robust asset management capabilities. The transaction was structured as a two-part merger, resulting in Eaton Vance becoming a wholly owned subsidiary of Morgan Stanley. Investors will be interested in the consideration details provided to Eaton Vance shareholders, which included a mix of Morgan Stanley common stock and cash, or an all-cash option, or a different mix of stock and cash depending on elections made. The merger is expected to enhance Morgan Stanley's position in the asset management industry and is a significant step in its long-term growth strategy. The filing also details the conversion of Eaton Vance stock options and other equity awards into cash payments or Morgan Stanley stock.

Key Highlights

  • 1Morgan Stanley has successfully completed its acquisition of Eaton Vance Corp. effective March 1, 2021.
  • 2The acquisition was executed through a two-step merger process, making Eaton Vance a wholly owned subsidiary of Morgan Stanley.
  • 3Eaton Vance shareholders received a combination of Morgan Stanley common stock and cash, or solely cash, based on their elections.
  • 4The fixed exchange ratio for the stock consideration was set prior to closing, with a specific reference price for Morgan Stanley's stock.
  • 5Eaton Vance stock options were converted into cash payments, with certain options also receiving an additional amount based on Black-Scholes value.
  • 6Deferred stock units and certain restricted stock units of Eaton Vance were converted into cash or assumed by Morgan Stanley.
  • 7A joint press release announcing the closing of the merger has been filed as an exhibit.

Frequently Asked Questions

This 8-K filing announces the consummation (completion) of the merger between Morgan Stanley and Eaton Vance Corp., which officially closed on March 1, 2021.

Eaton Vance shareholders received consideration based on their election, which could be a mix of Morgan Stanley common stock and cash (Mixed Consideration), all cash (Cash Election Consideration), or a different mix of stock and cash (Stock Election Consideration). Those who did not make an election received the Mixed Consideration.

Outstanding Eaton Vance stock options, whether vested or unvested, were cancelled and converted into the right to receive a cash payment. The cash amount was generally calculated as the difference between $73.00 and the option's exercise price, multiplied by the number of shares. Some options held by Eaton Vance personnel also received an additional cash amount based on their Black-Scholes value.

The Parent Common Stock Reference Price of $76.7216 was used to determine the cash components of the Cash Election Consideration and Stock Election Consideration. It represents the volume-weighted average price of Morgan Stanley's common stock over a specific ten-day trading period leading up to the closing.