Filed Pursuant to Rule 424(b)(2)
Registration No. 333-272447
The information in this preliminary
pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying underlying supplement,
prospectus supplement and prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.
|
Subject to Completion, Dated February 14, 2025
Pricing Supplement dated
, 2025
(To Stock-Linked Underlying Supplement dated September 5, 2023,
Prospectus Supplement dated September 5, 2023, and Prospectus dated
September 5, 2023) |
 |
Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
$
Autocallable Leveraged Buffered Notes Linked to the Worst Performing of the Common Stocks of Apple
Inc., Amazon.com, Inc. and Tesla, Inc. due March 5, 2029
| · | The Autocallable Leveraged Buffered Notes (the “notes”) will be automatically called if the
Closing Price of the Worst Performing Reference Stock on any semi-annually Call Observation Date beginning on March 2, 2026 and ending
on February 28, 2028 is greater than or equal to its Call Price (100% of its Initial Price). If the notes are automatically called, we
will pay you on the applicable Call Payment Date the principal amount plus the applicable Call Premium. The Call Premium Rate will be
at least 31.50% per annum (or at least 15.75% per semi-annual period, to be determined on the Trade Date). No further amounts will be
owed to you. |
| · | If the notes have not been previously called, the Payment at Maturity will depend on the Final Price
of the Worst Performing Reference Stock and will be calculated as follows: |
| a. | If the Final Price of the Worst Performing Reference Stock is greater than its Initial Price: |
$1,000
+ ($1,000 × Percentage Change of the Worst Performing Reference Stock ×
500%);
| b. | If the Final Price of the Worst Performing Reference Stock is less than or equal to its Initial Price
but greater than or equal to its Buffer Price (75% of its Initial Price): the principal amount. |
| c. | If the Final Price of the Worst Performing Reference Stock is less than its Buffer Price: |
$1,000 + [$1,000 × (Percentage Change of the Worst Performing
Reference Stock + 25%)]
In this case, you will lose up to 75% of the principal amount
at maturity.
| · | The notes will not be listed on any securities exchange. |
| · | The notes will be issued in minimum denomination of $1,000 and integral multiples of $1,000. |
The notes are unsecured obligations of the Bank and any payment on
the notes is subject to the credit risk of the Bank. The notes will not constitute deposits insured by the Canada Deposit Insurance Corporation,
the U.S. Federal Deposit Insurance Corporation, or any other government agency or instrumentality of Canada, the United States or any
other jurisdiction. The notes are not bail-inable debt securities (as defined on page 6 of the prospectus).
Neither the Securities and Exchange Commission (the “SEC”)
nor any state or provincial securities commission has approved or disapproved of these notes or determined if this pricing supplement
or the accompanying underlying supplement, prospectus supplement or prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
Investing
in the notes involves risks not associated with an investment in ordinary debt securities. See “Additional Risk Factors”
beginning on page PS-8 of this pricing supplement, and “Risk Factors” beginning on page S-1 of the accompanying underlying
supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.
| |
Price to Public (Initial Issue Price) |
Underwriting Discount (1) |
Proceeds to Issuer (1) |
| Per Note |
$1,000.00 |
$0.00 |
$1,000.00 |
| Total |
$ |
$ |
$ |
| (1) | CIBC World Markets Corp. (“CIBCWM”), acting as agent for the Bank, will not receive any underwriting
discount in connection with the distribution of the notes. The Bank or one of its affiliates will pay a marketing, referral or other fees
of up to 0.80% per $1,000 principal amount in consideration for providing education, structuring or other services with respect to the
distribution of the notes. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-17 of this pricing supplement. |
The initial estimated value of the notes on the Trade Date as determined
by the Bank is expected to be between $923.80 and $943.80 per $1,000 principal amount of the notes, which is expected to be less than
the price to public. See “The Bank’s Estimated Value of the Notes” in this pricing supplement.
We will deliver the notes in book-entry form through the facilities
of The Depository Trust Company (“DTC”) on or about March 5, 2025 against payment in immediately available funds.
CIBC Capital Markets
ADDITIONAL
TERMS OF THE NOTES
You should read this pricing supplement together with the prospectus
dated September 5, 2023 (the “prospectus”), the prospectus supplement dated September 5, 2023 (the “prospectus supplement”)
and the Stock-Linked Underlying Supplement dated September 5, 2023 (the “underlying supplement”). Information in this pricing
supplement supersedes information in the underlying supplement, the prospectus supplement and the prospectus to the extent it is different
from that information. Certain terms used but not defined herein will have the meanings set forth in the underlying supplement, the prospectus
supplement or the prospectus.
You should rely only on the information contained in or incorporated
by reference in this pricing supplement and the accompanying underlying supplement, the prospectus supplement and the prospectus. This
pricing supplement may be used only for the purpose for which it has been prepared. No one is authorized to give information other than
that contained in this pricing supplement and the accompanying underlying supplement, the prospectus supplement and the prospectus, and
in the documents referred to in those documents and which are made available to the public. We, CIBCWM and our other affiliates have not
authorized any other person to provide you with different or additional information. If anyone provides you with different or additional
information, you should not rely on it.
We and CIBCWM are not making an offer to sell the notes in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information contained in or incorporated by reference in this
pricing supplement or the accompanying underlying supplement, the prospectus supplement or the prospectus is accurate as of any date other
than the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed since
that date. Neither this pricing supplement nor the accompanying underlying supplement, the prospectus supplement or the prospectus constitutes
an offer, or an invitation on behalf of us or CIBCWM, to subscribe for and purchase any of the notes and may not be used for or in connection
with an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person
to whom it is unlawful to make such an offer or solicitation.
References to “CIBC,” “the Issuer,” “the
Bank,” “we,” “us” and “our” in this pricing supplement are references to Canadian Imperial Bank
of Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires.
You may access the underlying supplement, the prospectus supplement
and the prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant
date on the SEC website):
SUMMARY
The information
in this “Summary” section is qualified by the more detailed information set forth in the underlying supplement, the
prospectus supplement and the prospectus. See “Additional Terms of the Notes” in this pricing supplement.
| Issuer: |
Canadian Imperial Bank of Commerce |
| Reference Asset: |
The worst performing of the common stocks of Apple Inc. (Bloomberg ticker: AAPL) (the “AAPL”), Amazon.com, Inc. (Bloomberg ticker: AMZN) (the “AMZN”), and Tesla, Inc. (Bloomberg ticker: TSLA) (the “TSLA”) (each, a “Reference Stock” and together, the “Reference Stocks”) |
| Principal Amount: |
$1,000 per note |
| Aggregate Principal Amount: |
$ |
| Term: |
Four years, unless previously called |
| Trade Date: |
Expected to be February 28, 2025 |
| Original Issue Date: |
Expected to be March 5, 2025 (to be determined on the Trade Date and expected to be the third scheduled Business Day after the Trade Date) |
| Final Valuation Date: |
Expected to be February 28, 2029, subject to postponement as described under “Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset Consists of Multiple Reference Stocks” in the underlying supplement. |
| Maturity Date: |
Expected to be March 5, 2029. The Maturity Date is subject to the Call Feature and may be postponed as described under “Certain Terms of the Notes—Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the underlying supplement. |
|
Call Feature:
|
If the Closing
Price of the Worst Performing Reference Stock on any Call Observation Date beginning on March 2, 2026 and ending on February 28, 2028
is greater than or equal to its Call Price, we will automatically call the notes and pay you on the applicable Call Payment Date
the principal amount plus the applicable Call Premium, as indicated in the table below.
If the notes are automatically called, they will cease to be outstanding
on the related Call Payment Date and you will have no further rights under the notes after such Call Payment Date. You will not receive
any notice from us if the notes are automatically called. |
| Call Premium Rate: |
At least 31.50% per annum (or at least 15.75% per semi-annual period, to be determined on the Trade Date). |
| Call Price: |
For each Reference Stock, 100% of its Initial Price. |
Expected Call
Observation Dates* |
Expected Call Payment
Dates** |
Call Premiums (for Each $1,000
Principal Amount of the Notes) |
|
| March 2, 2026 |
March 5, 2026 |
$315.00 |
|
| August 28, 2026 |
September 2, 2026 |
$472.50 |
|
| March 1, 2027 |
March 4, 2027 |
$630.00 |
|
| August 30, 2027 |
September 2, 2027 |
$787.50 |
|
| February 28, 2028 |
March 2, 2028 |
$945.00 |
|
|
*
Each Call Observation Date is subject to postponement as described under “Certain Terms
of the Notes—Valuation Dates—For Notes Where the Reference Asset Consists of Multiple Reference Stocks”
in the underlying supplement.
**
Each Call Payment Date is subject to postponement as described under “Certain Terms of the Notes—Interest
Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the underlying supplement. |
| Payment at Maturity: |
If the notes have not been previously called, for each $1,000 principal
amount of the notes, the Payment at Maturity will be based on the Final Price of the Worst Performing Reference Stock and will be calculated
as follows:
·
If the Final Price of the Worst Performing Reference Stock is greater than its Initial Price:
$1,000
+ ($1,000 × Percentage Change of the Worst Performing Reference Stock × Upside Participation Rate)
·
If the Final Price of the Worst Performing Reference Stock is less than or equal to its Initial Price
but greater than or equal to its Buffer Price:
$1,000
·
If the Final Price of the Worst Performing Reference Stock is less than its Buffer Price:
$1,000
+ [$1,000 × (Percentage Change of the Worst Performing Reference Stock + Buffer Amount)]
In this case, you will lose up to 75% of the principal
amount at maturity. |
| Upside Participation Rate: |
500% |
| Buffer Amount: |
25% |
| Buffer Price: |
For each Reference Stock, 75% of its Initial Price (rounded to two decimal places). |
| Percentage Change: |
The “Percentage Change” with respect to each Reference
Stock, expressed as a percentage, is calculated as follows:
Final Price – Initial Price
Initial Price |
| Worst Performing Reference Stock: |
On any Call Observation Date and the Final Valuation Date, the “Worst Performing Reference Stock” is the Reference Stock that has the lowest Closing Price on that date as a percentage of its Initial Price. |
| Initial Price: |
For each Reference Stock, its Closing Price on the Trade Date, subject to adjustment as described under “Certain Terms of the Notes—Anti-Dilution Adjustments” in the underlying supplement. |
| Final Price: |
For each Reference Stock, its Closing Price on the Final Valuation Date. |
| Calculation Agent: |
Canadian Imperial Bank of Commerce. |
| CUSIP/ISIN: |
13607XVX2 / US13607XVX29 |
| Fees and Expenses: |
The price at which you purchase the notes includes costs that
the Bank or its affiliates expect to incur and profits that the Bank or its affiliates expect to realize in connection with hedging activities
related to the notes. |
The
Trade Date and the other dates set forth above are subject to change, and will be set forth
in the final pricing supplement relating to the notes.
HYPOTHETICAL
PAYMENT AT MATURITY
The following
table and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of every
possible scenario concerning increases or decreases in the Final Price of any Reference Stock relative to its Initial Price. We cannot
predict the Closing Price of any Reference Stock on any Call Observation Date and the Final Valuation Date. The assumptions we
have made in connection with the illustrations set forth below may not reflect actual events. You should not take this illustration or
these examples as an indication or assurance of the expected performance of the Reference Stocks or return on the notes. The numbers appearing
in the table below and following examples have been rounded for ease of analysis.
The table below illustrates the Payment at Maturity on a $1,000 investment
in the notes for a hypothetical range of Percentage Changes of the Worst Performing Reference Stock from -100% to +100%. The following
results are based solely on the assumptions outlined below. The “Hypothetical Return on the Notes” as used below is the number,
expressed as a percentage, that results from comparing the Payment at Maturity per $1,000 principal amount to $1,000. The potential returns
described below assume that the notes have not been automatically called prior to maturity and are held to maturity. The following table
and examples assume the following:
| Principal Amount: |
$1,000 |
| Upside Participation Rate: |
500% |
| Hypothetical Initial Price of the Worst Performing Reference Stock: |
$100 |
| Hypothetical Buffer Price of the Worst Performing Reference Stock: |
$75 (75% of its Initial Price) |
Hypothetical Final
Price of the Worst
Performing
Reference Stock |
Hypothetical
Percentage Change of
the Worst Performing
Reference Stock |
Hypothetical Payment at
Maturity |
Hypothetical Return on
the Notes |
| $200.00 |
100.00% |
$6,000.00 |
500.00% |
| $175.00 |
75.00% |
$4,750.00 |
375.00% |
| $150.00 |
50.00% |
$3,500.00 |
250.00% |
| $125.00 |
25.00% |
$2,250.00 |
125.00% |
| $105.00 |
5.00% |
$1,250.00 |
25.00% |
| $100.00(1) |
0.00% |
$1,000.00 |
0.00% |
| $90.00 |
-10.00% |
$1,000.00 |
0.000% |
| $80.00 |
-20.00% |
$1,000.00 |
0.00% |
| $75.00(2) |
-25.00% |
$1,000.00 |
0.00% |
| $74.00 |
-26.00% |
$990.00 |
-1.00% |
| $60.00 |
-40.00% |
$850.00 |
-15.00% |
| $50.00 |
-50.00% |
$750.00 |
-25.00% |
| $25.00 |
-75.00% |
$500.00 |
-50.00% |
| $10.00 |
-90.00% |
$350.00 |
-65.00% |
| $0.00 |
-100.00% |
$250.00 |
-75.00% |
| (1) | The hypothetical Initial Price of $100 used in these examples has been chosen for illustrative
purposes only, and does not represent a likely actual Initial Price of any Reference Stock. |
| (2) | This is the hypothetical Buffer Price of the Worst Performing Reference Stock. |
The following
examples indicate how the Payment at Maturity would be calculated with respect to a hypothetical $1,000 investment in the notes
assuming that the notes have not been automatically called prior to maturity and are held to maturity.
Example
1: The Percentage Change of the Worst Performing Reference Stock Is 5.00%.
Because the
Final Price of the Worst Performing Reference Stock is greater than or equal to its Initial Price, the Payment at Maturity would
be $1,250.00 per $1,000 principal amount, calculated as follows:
$1,000 + ($1,000 × Percentage Change ×
Upside Participation Rate)
=
$1,000 + ($1,000 × 5.00% × 500%)
=
$1,250.00
Example 1
shows that the notes provide a leveraged return if the Final Price of the Worst Performing Reference Stock is above its Initial
Price.
Example
2: The Percentage Change of the Worst Performing Reference Stock Is -20.00%.
Because the
Final Price of the Worst Performing Reference Stock is less than or equal to its Initial Price but greater than or equal to its
Buffer Price, the Payment at Maturity would be $1,000.00 per $1,000 principal amount.
Example 2
shows that the Payment at Maturity will be the principal amount when the Final Price of the Worst Performing Reference Stock is at or
below its Initial Price but at or above its Buffer Price, although the price of the Worst Performing Reference Stock has decreased
moderately.
Example
3: The Percentage Change of the Worst Performing Reference Stock Is -75.00%.
Because the Final Price of the Worst Performing Reference Stock is
less than its Buffer Price, the Payment at Maturity would be $500.00 per $1,000 principal amount, calculated as follows:
$1,000 + [($1,000 × (Percentage Change of
the Worst Performing Reference Stock + Buffer Amount)]
= $1,000 + [($1,000 × (-75.00% + 25%)]
= $500.00
Example 3 shows that you are exposed on a 1-to-1 basis to any decrease
in the price of the Worst Performing Reference Stock from its Initial Price by more than the Buffer Amount if its Final Price is less
than its Buffer Price. You may lose up to 75% of your principal amount at maturity.
These examples illustrate that you will be exposed to any decrease
in the Worst Performing Reference Stock by more than the Buffer Amount if the notes are not called and the Final Price of the Worst Performing
Reference Stock is less than its Buffer Price, even if the Final Prices of the other Reference Stocks have appreciated or have not declined
below their respective Buffer Prices.
INVESTOR
CONSIDERATIONS
The notes are not appropriate for all investors. The notes may be an
appropriate investment for you if:
| · | You believe that the Closing Price of each Reference Stock will be at or above its Call Price on one
of the Call Observation Dates, and if not, the potential increase in the price of the Worst Performing Reference Stock at maturity will
provide you with your desired return. |
| · | You are willing to lose a substantial portion of the principal amount of the notes if the notes are
not called on any Call Observation Date, and the Final Price of the Worst Performing Reference Stock is less than its Buffer Price. |
| · | You are willing to invest in the notes based on the fact that your maximum potential return is the applicable
Call Premium payable on the notes if the notes are called. |
| · | You understand that the return on the notes will depend solely on the performance of the Worst Performing
Reference Stock on each Call Observation Date and consequently, the notes are riskier than alternative investments linked to only one
of the Reference Stocks or linked to a basket composed of the Reference Stocks. |
| · | You understand that the notes may be automatically called prior to maturity and that the term of the
notes may be as short as one year, or you are otherwise willing to hold the notes to maturity. |
| · | You do not seek current income over the term of the notes. |
| · | You are willing to forgo dividends or other distributions paid on the Reference Stocks. |
| · | You do not seek an investment for which there will be an active secondary market. |
| · | You are willing to assume the credit risk of the Bank for any payment under the notes. |
The notes may not be an appropriate investment for you if:
| · | You believe that the Closing Price of at least one Reference Stock will be below its Initial Price on
all of the Call Observation Dates and the Final Valuation Date. |
| · | You believe that the applicable Call Premium, if payable, and the potential increase in the price of
the Worst Performing Reference Stock at maturity will not provide you with your desired return. |
| · | You are unwilling to lose a substantial portion of the principal amount of the notes if the notes are
not called on any Call Observation Date, and the Final Price of the Worst Performing Reference Stock is less than its Buffer Price. |
| · | You seek full payment of the principal amount of the notes at maturity. |
| · | You seek exposure to a basket composed of the Reference Stocks or a similar investment in which the
overall return is based on a blend of the performances of the Reference Stocks, rather than solely on the Worst Performing Reference Stock. |
| · | You are unable or unwilling to hold the notes that may be automatically called prior to maturity, or
you are otherwise unable or unwilling to hold the notes to maturity. |
| · | You seek current income over the term of the notes. |
| · | You want to receive dividends or other distributions paid on the Reference Stocks. |
| · | You seek an investment for which there will be an active secondary market. |
| · | You are not willing to assume the credit risk of the Bank for any payment under the notes. |
The investor suitability considerations identified above are not
exhaustive. Whether or not the notes are a suitable investment for you will depend on your individual circumstances and you should reach
an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability
of an investment in the notes in light of your particular circumstances. You should also review ‘‘Additional Risk Factors’’
below for risks related to the notes.
ADDITIONAL
RISK FACTORS
An investment in the notes involves significant risks. In addition
to the following risks included in this pricing supplement, we urge you to read “Risk Factors” beginning on page S-1 of the
accompanying underlying supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.
You should understand the risks of investing in the notes and should
reach an investment decision only after careful consideration, with your advisers, of the suitability of the notes in light of your particular
financial circumstances and the information set forth in this pricing supplement and the accompanying underlying supplement, the prospectus
supplement and the prospectus.
Structure Risks
If the notes are not called, you may lose a substantial portion
of the principal amount of your notes.
The notes do not guarantee any return of principal. The repayment of
any principal on the notes at maturity depends on the Final Price of the Worst Performing Reference Stock. If the notes are not called
prior to maturity, the Bank will only repay you at least the full principal amount of your notes if the Final Price of the Worst Performing
Reference Stock is equal to or greater than its Buffer Price. If the Final Price of the Worst Performing Reference Stock is less than
its Buffer Price, you will be exposed on a 1-to-1 basis to any decrease in the Final Price of the Worst Performing Reference Stock by
more than 25%. You may lose up to 75% of your principal amount.
The notes are subject to reinvestment risk.
Because of the automatic Call Feature, the term of your investment
in the notes may be limited to a period that is shorter than the original term of the notes and may be as short as one year. There is
no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar level
of risk in the event the notes are automatically called prior to the Maturity Date.
If the notes are called, your return on the notes will be limited
to the applicable Call Premium.
The payment on the notes on any Call Payment Date will not exceed the
principal amount plus the applicable Call Premium, and any positive return you receive on the notes will be limited to the applicable
Call Premium. If the notes are called, you will not participate in any appreciation of any Reference Stock. Therefore, if the appreciation
of any Reference Stock exceeds the applicable Call Premium, the notes will underperform an investment in securities linked to that Reference
Stock providing full participation in the appreciation. Accordingly, the return on the notes may be less than the return would be if you
made an investment in securities directly linked to the positive performance of the Reference Stocks.
The notes are subject to the full risks of the Worst Performing
Reference Stock and will be negatively affected if any Reference Stock performs poorly, even if the other Reference Stocks perform favorably.
You are subject to the full risks of the Worst Performing Reference
Stock. If the Worst Performing Reference Stock performs poorly, you will be negatively affected, even if the other Reference Stocks perform
favorably. The notes are not linked to a basket composed of the Reference Stocks, where the better performance of some Reference Stocks
could offset the poor performance of others. Instead, you are subject to the full risks of the Worst Performing Reference Stock on each
Call Observation Date and the Final Valuation Date. As a result, the notes are riskier than an alternative investment linked to only one
of the Reference Stocks or linked to a basket composed of the Reference Stocks. You should not invest in the notes unless you understand
and are willing to accept the full downside risks of the Worst Performing Reference Stock.
The payment on the notes is not linked to the price of the Reference
Stocks at any time other than the Call Observation Dates and the Final Valuation Date.
The payment
on the notes will be based on the Closing Price of each Reference Stock on the Call Observation Dates and the Final Valuation Date. Therefore,
if the Closing Price of a Reference Stock declined as of a Call Observation Date below its Call Price, the notes will not be called and
the relevant Call Premium will not be payable. Similarly, if the Final Price of the Worst Performing Reference Stock declined as of the
Final Valuation Date below its Buffer Price, the Payment at Maturity may be significantly less than it would otherwise have been had the
Payment at Maturity been linked to the Closing Price of the Worst Performing Reference Stock on a date other than the Final Valuation
Date. Although the actual price of a Reference Stock at other times during the term of the notes may be higher than its Closing Price
on a Call Observation Date or the Final Valuation Date, the payment on the notes will
not benefit from the Closing Price of such
Reference Stock at any time other than the Call Observation Dates and the Final Valuation Date.
The notes do not pay interest.
You will not receive any interest payments on the notes. Even if the
amount payable on the notes at maturity or upon an automatic call exceeds the principal amount of the notes, the overall return you earn
on the notes may be less than you would otherwise have earned by investing in a non-indexed debt security of comparable maturity that
bears interest at a prevailing market rate. Your investment may not reflect the full opportunity cost to you when you take into account
factors that affect the time value of money.
Reference Asset Risks
You will be subject to risks relating to the relationship among
the Reference Stocks.
The notes are linked to the individual performance of each Reference
Stock. As such, the notes will perform poorly if only one of the Reference Stocks performs poorly. It is impossible to predict the relationship
among the Reference Stocks. If the performances of the Reference Stocks exhibit no relationship to each other, it is more likely that
one of the Reference Stocks will cause the notes to perform poorly. However, if the Reference Stock Issuers’ businesses tend to
be related such that the performances of the Reference Stocks are correlated, then there is less likelihood that only one Reference Stock
will cause the notes to perform poorly. Furthermore, to the extent that each Reference Stock represents a different market segment or
market sector, the risk of one Reference Stock performing poorly is greater. As a result, you are not only taking market risk on each
Reference Stock Issuer and its business, you are also taking a risk relating to the relationship between each Reference Stock Issuer and
Reference Stock to others.
There will be limited anti-dilution protection.
For certain events affecting shares of a Reference Stock, such as stock
splits or extraordinary dividends, the calculation agent may make adjustments which may adversely affect any payments on the notes. However,
the calculation agent is not required to make an adjustment for every corporate action which affects the price of a Reference Stock. If
an event occurs that does not require the calculation agent to adjust the price of a Reference Stock, the market value of the notes and
the amount due on the notes may be materially and adversely affected.
Conflicts
of Interest
Certain
business, trading and hedging activities of us, the agent, and our other affiliates may create conflicts with your interests
and could potentially adversely affect the value of the notes.
We, the agent, and our other affiliates may engage in trading and other
business activities related to a Reference Stock that are not for your account or on your behalf. We, the agent, and our other affiliates
also may issue or underwrite other financial instruments with returns based upon a Reference Stock. These activities may present a conflict
of interest between your interest in the notes and the interests that we, the agent, and our other affiliates may have in our or their
proprietary accounts, in facilitating transactions, including block trades, for our or their other customers, and in accounts under our
or their management. These trading and other business activities, if they adversely affect the price of any Reference Stock or secondary
trading in your notes, could be adverse to your interests as a beneficial owner of the notes.
Moreover, we, the agent and our other affiliates play a variety of
roles in connection with the issuance of the notes, including hedging our obligations under the notes and making the assumptions and inputs
used to determine the pricing of the notes and the initial estimated value of the notes when the terms of the notes are set. We expect
to hedge our obligations under the notes through the agent, one of our other affiliates, and/or another unaffiliated counterparty, which
may include any dealer from which you purchase the notes. Any of these hedging activities may adversely affect the price of a Reference
Stock and therefore the market value of the notes and the amount you will receive, if any, on the notes. In connection with such activities,
the economic interests of us, the agent, and our other affiliates may be adverse to your interests as an investor in the notes. Any of
these activities may adversely affect the value of the notes. In addition, because hedging our obligations entails risk and may be influenced
by market forces beyond our control, this hedging activity may result in a profit that is more or less than expected, or it may result
in a loss. We, the agent, one or more of our other affiliates or any unaffiliated counterparty will retain any profits realized in hedging
our obligations under the notes even if investors do not receive a favorable investment return under the terms of the notes or in any
secondary market transaction. Any profit in connection with such hedging activities will be in addition to any other compensation that
we, the agent, our other affiliates or any unaffiliated counterparty receive for the sale of the notes, which creates an additional incentive
to sell the notes to you. We, the agent, our
other affiliates or any unaffiliated counterparty will have no obligation to take, refrain
from taking or cease taking any action with respect to these transactions based on the potential effect on an investor in the notes.
There are potential conflicts of interest between you and the calculation
agent.
The calculation
agent will determine, among other things, the amount of payment on the notes. The calculation agent will exercise its judgment when performing
its functions. For example, the calculation agent will determine whether a Market Disruption Event affecting a Reference Stock has occurred
and make a good faith estimate in its sole discretion of the Closing Price for an affected Reference Stock if the relevant Call observation
Date is postponed to the last possible day, and make certain anti-dilution adjustments with respect to a Reference Stock if certain corporate
events occur. See “Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset Consists of
Multiple Reference Stocks” and “—Anti-Dilution Adjustments” in the underlying supplement. This determination may,
in turn, depend on the calculation agent’s judgment as to whether the event has materially interfered with our ability or the ability
of one of our affiliates to unwind our hedge positions. The calculation agent will be required to carry out its duties in good faith and
use its reasonable judgment. However, because we will be the calculation agent, potential conflicts of interest could arise. None of us,
CIBCWM or any of our other affiliates will have any obligation to consider your interests as a holder of the notes in taking any action
that might affect the value of your notes.
Tax Risks
The tax treatment of the notes is uncertain.
Significant aspects of the tax treatment of the notes are uncertain.
You should consult your tax advisor about your own tax situation. See “United States Federal Income Tax Considerations” and
“Certain Canadian Federal Income Tax Considerations” in this pricing supplement, “Material U.S. Federal Income Tax Consequences”
in the underlying supplement and “Material Income Tax Consequences—Canadian Taxation” in the prospectus.
General Risks
Payment on the notes is subject to our credit risk, and actual or
perceived changes in our creditworthiness are expected to affect the value of the notes.
The notes
are our senior unsecured debt obligations and are not, either directly or indirectly, an obligation of any third party. As further described
in the accompanying prospectus and prospectus supplement, the notes will rank on par with all of our other unsecured and unsubordinated
debt obligations, except such obligations as may be preferred by operation of law. Any payment to be made on the notes depends on our
ability to satisfy our obligations as they come due. As a result, the actual and perceived creditworthiness of us may affect the market
value of the notes and, in the event we were to default on our obligations, you may not receive the amounts owed to you under the terms
of the notes. If we default on our obligations under the notes, your investment would be at risk and you could lose some or all of your
investment. See “Description of Senior Debt Securities—Events of Default” in the accompanying prospectus.
The Bank’s initial estimated value of the notes will be lower
than the initial issue price (price to public) of the notes.
The initial issue price of the notes will exceed the Bank’s initial
estimated value because costs associated with selling and structuring the notes, as well as hedging the notes, are included in the initial
issue price of the notes. See “The Bank’s Estimated Value of the Notes” in this pricing supplement.
The Bank’s initial estimated value does not represent future
values of the notes and may differ from others’ estimates.
The Bank’s initial estimated value of the notes is only an estimate,
which will be determined by reference to the Bank’s internal pricing models when the terms of the notes are set. This estimated
value will be based on market conditions and other relevant factors existing at that time, the Bank’s internal funding rate on the
Trade Date and the Bank’s assumptions about market parameters, which can include volatility, dividend rates, interest rates and
other factors. Different pricing models and assumptions could provide valuations for the notes that are greater or less than the Bank’s
initial estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove
to be incorrect. On future dates, the market value of the notes could change significantly based on, among other things, changes in market
conditions, including the prices of the Reference Stocks, the Bank’s creditworthiness, interest rate movements and other relevant
factors, which may impact the price at which the agent or any other party would be willing to buy the notes from you in any secondary
market transactions. The Bank’s initial estimated value does not represent a minimum price at which the agent or any other
party
would be willing to buy the notes in any secondary market (if any exists) at any time. See “The Bank’s Estimated Value of
the Notes” in this pricing supplement.
The Bank’s initial estimated value of the notes will not be
determined by reference to credit spreads for our conventional fixed-rate debt.
The internal funding rate to be used in the determination of the Bank’s
initial estimated value of the notes generally represents a discount from the credit spreads for our conventional fixed-rate debt. The
discount is based on, among other things, our view of the funding value of the notes as well as the higher issuance, operational and ongoing
liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt. If the Bank were to use the
interest rate implied by our conventional fixed-rate debt, we would expect the economic terms of the notes to be more favorable to you.
Consequently, our use of an internal funding rate for market-linked notes would have an adverse effect on the economic terms of the notes,
the initial estimated value of the notes on the Trade Date, and any secondary market prices of the notes. See “The Bank’s
Estimated Value of the Notes” in this pricing supplement.
The notes will not be listed on any securities
exchange and we do not expect a trading market for the notes to develop.
The notes will not be listed on any securities
exchange. Although CIBCWM and/or its affiliates may purchase the notes from holders, they are not obligated to do so and are not required
to make a market for the notes. There can be no assurance that a secondary market will develop for the notes. Because we do not expect
that any market makers will participate in a secondary market for the notes, the price at which you may be able to sell your notes is
likely to depend on the price, if any, at which CIBCWM and/or its affiliates are willing to buy your notes.
If a secondary market does exist, it may be limited. Accordingly, there
may be a limited number of buyers if you decide to sell your notes prior to maturity or automatic call. This may affect the price you
receive upon such sale. Consequently, you should be willing to hold the notes to maturity or automatic call.
INFORMATION
REGARDING THE REFERENCE STOCKS
The information below are brief descriptions of the Reference Stocks.
We have derived the following information from publicly available documents. We have not independently verified the accuracy or completeness
of the following information.
Because each Reference Stock is registered under the Securities Exchange
Act of 1934 (the “Exchange Act”), each Reference Stock Issuer is required to file periodically certain financial and other
information specified by the SEC. Information provided to or filed with the SEC by the Reference Stock Issuers can be located through
the SEC’s website at http://www.sec.gov by reference to the applicable CIK number set forth below.
This document relates only to the notes and does not relate to the
securities of any Reference Stock Issuer. None of us, CIBCWM or any of our other affiliates has participated or will participate in the
preparation of any Reference Stock Issuer’s publicly available documents. None of us, CIBCWM or any of our other affiliates has
made any due diligence inquiry with respect to any Reference Stock Issuer in connection with the offering of the notes. None of us, CIBCWM
or any of our other affiliates makes any representation that the publicly available documents or any other publicly available information
regarding the Reference Stock Issuers are accurate or complete. Furthermore, there can be no assurance that all events occurring prior
to the date of this document, including events that would affect the accuracy or completeness of these publicly available documents that
would affect the trading price of the Reference Stocks, have been or will be publicly disclosed. Subsequent disclosure of any events or
the disclosure of or failure to disclose material future events concerning the Reference Stock Issuers could affect the prices of the
Reference Stocks and therefore could affect your return on the notes. Information from outside sources is not incorporated by reference
in, and should not be considered part of, this document or the accompanying prospectus, the prospectus supplement or the underlying supplement.
The selection of the Reference Stocks is not a recommendation to buy or sell shares of the Reference Stocks.
Apple Inc.
Apple Inc. designs, manufactures and markets personal
computers and related personal computing and mobile communication devices along with a variety of related software, services, peripherals,
and networking solutions. Information filed by the company with the SEC under the Exchange Act can be located by reference to its SEC
CIK number: 320193. This Reference Stock trades on The Nasdaq Stock Market LLC under the symbol “AAPL.”
Amazon.com, Inc.
Amazon.com, Inc. is an online retailer that offers a range of products.
The company’s products include books, music, videotapes, computers, electronics, home and garden, and other products. The company
offers personalized shopping services, web-based credit card payment, and direct shipping to customers. Information filed by the company
with the SEC under the Exchange Act can be located by reference to its SEC CIK number: 1018724. This Reference Stock trades on the Nasdaq
Global Select Market under the symbol “AMZN.”
Tesla, Inc.
Tesla, Inc. designs, manufactures and sells electric vehicles and electric
vehicle powertrain components. The company owns its sales and service network and sells electric powertrain components to other automobile
manufacturers. Information filed by the company with the SEC under the Exchange Act can be located by reference to its SEC CIK number:
1318605. This Reference Stock trades on the Nasdaq Global Select Market under the symbol “TSLA.”
Historical Performance of the Reference Stocks
The following
graphs set forth daily Closing Prices of the Reference Stocks for the period from January 1, 2020 to February 12, 2025. On February 12,
2025, the Closing Price was $236.87 for the AAPL, $228.93 for the AMZN, and $336.51 for the TSLA. We obtained the Closing Prices below
from Bloomberg L.P. (“Bloomberg”) without independent verification. The historical performance of a Reference Stock should
not be taken as an indication of its future performance, and no assurances can be given as to the price of any Reference Stock at any
time during the term of the notes, including the Call Observation Dates and the Final Valuation Date. We cannot give you assurance that
the performance of the Reference Stocks will result in the return of any of your investment.
Historical Performance of AAPL
Source: Bloomberg
| Historical Performance of AMZN |
|
Source: Bloomberg |
| Historical Performance of TSLA |
 |
Source: Bloomberg
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
The following
discussion is a brief summary of the material U.S. federal income tax considerations relating to an investment in the notes. The following
summary is not complete and is both qualified and supplemented by (although to the extent inconsistent supersedes) the discussion entitled
“Material U.S. Federal Income Tax Consequences” in the underlying supplement, which you should carefully review prior
to investing in the notes.
The U.S. federal income tax considerations of your investment in the
notes are uncertain. No statutory, judicial or administrative authority directly discusses how the notes should be treated for U.S. federal
income tax purposes. In the opinion of our tax counsel, Mayer Brown LLP, it would generally be reasonable to treat the notes as prepaid
derivative contracts. Pursuant to the terms of the notes, you agree to treat the notes in this manner for all U.S. federal income tax
purposes. If this treatment is respected, you should generally recognize capital gain or loss upon the sale, exchange, redemption or payment
upon maturity in an amount equal to the difference between the amount you receive in such transaction and the amount that you paid for
your notes. Such gain or loss should generally be treated as long-term capital gain or loss if you have held your notes for more than
one year.
The expected
characterization of the notes is not binding on the U.S. Internal Revenue Service (the “IRS”) or the courts. It is possible
that the IRS would seek to characterize the notes in a manner that results in tax consequences to you that are different from those described
above or in the accompanying underlying supplement. Such alternate treatments could include a requirement that a holder accrue ordinary
income over the life of the notes or treat all gain or loss at maturity as ordinary gain or loss. For a more detailed discussion of certain
alternative characterizations with respect to the notes and certain other considerations with respect to an investment in the notes, you
should consider the discussion set forth in “Material U.S. Federal Income Tax Consequences” of the underlying supplement.
We are not responsible for any adverse consequences that you may experience as a result of any alternative characterization of the notes
for U.S. federal income tax or other tax purposes.
With respect to the discussion in the underlying supplement regarding
“dividend equivalent” payments, the IRS has issued a notice that provides that withholding on dividend equivalent payments
will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2027.
You should
consult your tax advisor as to the tax consequences of such characterization and any possible alternative characterizations of the notes
for U.S. federal income tax purposes. You should also consult your tax advisor concerning the U.S. federal income tax and other tax consequences
of your investment in the notes in your particular circumstances, including the application of state, local or other tax laws and the
possible effects of changes in federal or other tax laws.
CERTAIN
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
In the opinion of Blake, Cassels & Graydon LLP, our Canadian tax
counsel, the following summary describes the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and
the regulations thereto (the “Canadian Tax Act”) generally applicable at the date hereof to a purchaser who acquires beneficial
ownership of a note pursuant to this pricing supplement and who for the purposes of the Canadian Tax Act and at all relevant times: (a)
is neither resident nor deemed to be resident in Canada; (b) deals at arm’s length with the Issuer and any transferee resident (or
deemed to be resident) in Canada to whom the purchaser disposes of the note; (c) does not use or hold and is not deemed to use or hold
the note in, or in the course of, carrying on a business in Canada; (d) is entitled to receive all payments (including any interest and
principal) made on the note; (e) is not a, and deals at arm’s length with any, “specified shareholder” of the Issuer
for purposes of the thin capitalization rules in the Canadian Tax Act; and (f) is not an entity in respect of which the Issuer or any
transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of, loans or otherwise transfers the note is a
“specified entity”, and is not a “specified entity” in respect of such a transferee, in each case, for purposes
of the Hybrid Mismatch Rules, as defined below (a “Non-Resident Holder”). Special rules which apply to non-resident insurers
carrying on business in Canada and elsewhere are not discussed in this summary.
This
summary assumes that no amount paid or payable to a holder described herein will be the deduction component of a “hybrid mismatch
arrangement” under which the payment arises within the meaning of the rules in the Canadian Tax Act with respect to “hybrid
mismatch arrangements” (the “Hybrid Mismatch Rules”). Investors should note that the Hybrid Mismatch Rules are
highly complex and there remains significant uncertainty as to their interpretation and application.
This summary is supplemental to and should be read together with the
description of material Canadian federal income tax considerations relevant to a Non-Resident Holder owning notes under “Material
Income Tax Consequences—Canadian Taxation” in the accompanying prospectus and a Non-Resident Holder should carefully read
that description as well.
This summary is of a general nature only and is not intended to
be, nor should it be construed to be, legal or tax advice to any particular Non-Resident Holder. Non-Resident Holders are advised to consult
with their own tax advisors with respect to their particular circumstances.
Based on Canadian tax counsel’s understanding of the Canada Revenue
Agency’s administrative policies, and having regard to the terms of the notes, interest payable on the notes should not be considered
to be “participating debt interest” as defined in the Canadian Tax Act and accordingly, a Non-Resident Holder should not be
subject to Canadian non-resident withholding tax in respect of amounts paid or credited or deemed to have been paid or credited by the
Issuer on a note as, on account of or in lieu of payment of, or in satisfaction of, interest.
Non-Resident Holders should consult their own advisors regarding the
consequences to them of a disposition of notes to a person with whom they are not dealing at arm’s length for purposes of the Canadian
Tax Act.
SUPPLEMENTAL
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
CIBCWM will purchase the notes from CIBC at the price to public set
forth on the cover page of this pricing supplement for distribution to other registered broker-dealers, or will offer the notes directly
to investors. CIBCWM or other registered broker-dealers will offer the notes at the price to public set forth on the cover page of this
pricing supplement. CIBCWM will not receive any underwriting discounts in connection with the distribution of the notes. The Bank or one
of its affiliates will pay a marketing, referral or other fees of up to 0.80% per $1,000 principal amount in consideration for providing
education, structuring or other services with respect to the distribution of the notes.
CIBCWM is our affiliate, and is deemed to have a conflict of interest
under FINRA Rule 5121. In accordance with FINRA Rule 5121, CIBCWM may not make sales in this offering to any of its discretionary accounts
without the prior written approval of the customer.
We expect to deliver the notes against payment therefor in New York,
New York on a date that is more than one business day following the Trade Date. Under Rule 15c6-1 of the Exchange Act, trades in the secondary
market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade the notes on any date prior to one business day before delivery will be required to specify alternative settlement
arrangements to prevent a failed settlement.
The Bank may use this pricing supplement in the initial sale of the
notes. In addition, CIBCWM or another of the Bank’s affiliates may use this pricing supplement in market-making transactions in
any notes after their initial sale. Unless CIBCWM or we inform you otherwise in the confirmation of sale, this pricing supplement is being
used by CIBCWM in a market-making transaction.
While CIBCWM may make markets in the notes, it is under no obligation
to do so and may discontinue any market-making activities at any time without notice. The price that it makes available from time to time
after the Original Issue Date at which it would be willing to repurchase the notes will generally reflect its estimate of their value.
That estimated value will be based upon a variety of factors, including then prevailing market conditions, our creditworthiness and transaction
costs. However, for a period of approximately three months after the Trade Date, the price at which CIBCWM may repurchase the notes is
expected to be higher than their estimated value at that time. This is because, at the beginning of this period, that price will not include
certain costs that were included in the initial issue price, particularly our hedging costs and profits. As the period continues, these
costs are expected to be gradually included in the price that CIBCWM would be willing to pay, and the difference between that price and
CIBCWM’s estimate of the value of the notes will decrease over time until the end of this period. After this period, if CIBCWM continues
to make a market in the notes, the prices that it would pay for them are expected to reflect its estimated value, as well as customary
bid-ask spreads for similar trades. In addition, the value of the notes shown on your account statement may not be identical to the price
at which CIBCWM would be willing to purchase the notes at that time, and could be lower than CIBCWM’s price. See the section titled
“Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement.
The price
at which you purchase the notes includes costs that the Bank or its affiliates expect to incur and profits that the Bank or its affiliates
expect to realize in connection with hedging activities related to the notes. These costs and profits will likely reduce the secondary
market price, if any secondary market develops, for the notes. As a result, you may experience
an immediate and substantial decline in the market value of your notes on the Original Issue Date.
THE
BANK’S ESTIMATED VALUE OF THE NOTES
The Bank’s initial estimated value of the notes set forth on
the cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt
component with the same maturity as the notes, valued using our internal funding rate for structured debt described below, and (2) the
derivative or derivatives underlying the economic terms of the notes. The Bank’s initial estimated value does not represent a minimum
price at which CIBCWM or any other person would be willing to buy your notes in any secondary market (if any exists) at any time. The
internal funding rate used in the determination of the Bank’s initial estimated value generally represents a discount from the credit
spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the notes
as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional
fixed-rate debt. For additional information, see “Additional Risk Factors—The Bank’s initial estimated value of the
notes will not be determined by reference to credit spreads for our conventional fixed-rate debt” in this pricing supplement. The
value of the derivative or derivatives underlying the economic terms of the notes is derived from the Bank’s or a third party hedge
provider’s internal pricing models. These models are dependent on inputs such as the traded market prices of comparable derivative
instruments and on various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest
rates and other factors, as well as assumptions about future market events and/or environments. Accordingly, the Bank’s initial
estimated value of the notes will be determined when the terms of the notes are set based on market conditions and other relevant factors
and assumptions existing at that time. See “Additional Risk Factors—The Bank’s initial estimated value does not represent
future values of the notes and may differ from others’ estimates” in this pricing supplement.
The Bank’s initial estimated value of the notes will be lower
than the initial issue price of the notes because costs associated with selling, structuring and hedging the notes are included in the
initial issue price of the notes. These costs include the projected profits that our hedge counterparties, which may include our affiliates,
expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations
under the notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging
may result in a profit that is more or less than expected, or it may result in a loss. We or one or more of our affiliates will retain
any profits realized in hedging our obligations under the notes. See “Additional Risk Factors—The Bank’s initial estimated
value of the notes will be lower than the initial issue price (price to public) of the notes” in this pricing supplement.
Canadian Imperial Bank o... (NYSE:CM)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Canadian Imperial Bank o... (NYSE:CM)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
