20 Nov 2025

Morgan Stanley Private Bank $6 Billion Senior Notes Offering

"Davis Polk advised Morgan Stanley and Morgan Stanley Private Bank, National Association on a $6 billion senior notes offering under its 3(a)(2) program. The issuance comprised $650M floating-rate notes due 2028, $2.35B fixed-to-floating notes due 2028 and $3B fixed-to-floating notes due 2031, with interest tied to SOFR; offerings relied on Securities Act section 3(a)(2) and OCC rule 16.6."

Davis Polk advised Morgan Stanley and Morgan Stanley Private Bank, National Association in connection with the transaction. The transaction involved Morgan Stanley Private Bank’s offering under its 3(a)(2) program of $6 billion aggregate principal amount of senior notes. The offering consisted of $650 million of floating-rate notes due 2028, $2.35 billion of fixed-to-floating-rate notes due 2028 and $3 billion of fixed-to-floating-rate notes due 2031. 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 (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 provided by section 16.6 of the OCC’s regulations. Davis Polk represented clients Morgan Stanley and Morgan Stanley Private Bank, National Association with a team composed by: partner Christopher S. Schell, counsel Vidal Vanhoof and associates Kirsten Flicker and Yongming Wu (corporate team); partner Lucy W. Farr, counsel David S. Fisher and associate Adam M. Ackerman (tax team); and partner Gregory S. Rowland and counsel Sarah E. Kim and Leon E. Salkin (1940 Act advice). All members of the Davis Polk team are based in the New York office.
Read the full story

Register for free to access daily news.

Register Free
We use cookies to improve your experience, analyze traffic, and serve targeted ads. Read our Cookie Policy.

Cookie Preferences

Customize your cookie settings. Necessary cookies are always enabled.

Strictly Necessary

Required for the website to function (e.g. login, security).

Analytics & Statistics

Help us understand how visitors interact with the website.

Marketing & Ads

Used to deliver relevant ads and track effectiveness.