Filed Pursuant to Rule 424(b)(2)
Registration No. 333-257113
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 June 23, 2023
Pricing Supplement dated , 2023
(To Equity Index Underlying Supplement dated September
2, 2021,
Prospectus Supplement dated September 2, 2021, and
Prospectus dated September 2, 2021)
|
Canadian Imperial Bank of Commerce Trigger Callable Contingent Yield
Notes
$ Notes Linked to the S&P 500® Index due on or about
September 26, 2024
These Trigger Callable Contingent Yield Notes
(the ‘‘Notes’’) are senior unsecured debt securities issued by Canadian Imperial Bank of Commerce (“CIBC”)
with returns linked to the S&P 500® Index (the “Underlying” or the “SPX”). The Notes will rank
equally with all of our other unsecured and unsubordinated debt obligations. Unless the Notes have been previously called, CIBC will pay
a monthly Contingent Coupon if the Closing Level of the Underlying on the applicable Coupon Determination Date (including the Final Valuation
Date) is equal to or greater than the Coupon Barrier. Otherwise, no coupon will be paid for the month. CIBC has the right to call the
Notes at its election on any monthly Call Payment Date beginning on September 26, 2023, regardless of the level of the Underlying at that
time. If the Notes are called, CIBC will pay you the principal amount of your Notes plus, if payable, the Contingent Coupon for the applicable
month, and no further amounts will be owed to you under the Notes. If the Notes are not called prior to maturity and the Final Level is
equal to or greater than the Downside Threshold, CIBC will pay you a cash payment at maturity equal to the principal amount of your Notes
plus the final Contingent Coupon. If the Final Level is less than the Downside Threshold, CIBC will pay you less than the full principal
amount, if anything, resulting in a loss on your initial investment that is proportionate to the negative performance of the Underlying
over the term of the Notes, and you may lose up to 100% of your principal amount.
Investing in the Notes involves significant risks. CIBC may not
pay any Contingent Coupons on the Notes. If the Notes are not called by CIBC, you may lose some or all of your principal amount. You
will be exposed to the market risk of the Underlying on each Coupon Determination Date. Generally, the higher the Contingent Coupon Rate
on a Note, the greater the risk of loss on that Note. The contingent repayment of principal only applies if you hold the Notes to maturity
or optional issuer call. Any payments on the Notes, including any repayment of principal, are subject to the creditworthiness of CIBC.
If CIBC were to default on its payment obligations, you may not receive any amounts owed to you under the Notes and you could lose your
entire investment.
| ¨ | Contingent Coupon: CIBC will pay a monthly
Contingent Coupon payment if the Closing Level of the Underlying on the applicable Coupon Determination Date is equal to or greater than
the Coupon Barrier. Otherwise, no coupon will be paid for the month. |
| ¨ | Issuer
Call: CIBC may, at its election, call the Notes on
any monthly Call Payment Date commencing on September 26, 2023 and pay you the principal
amount of your Notes plus, if payable, the Contingent Coupon for that applicable month. If
the Notes are not called, investors may potentially lose a portion of their principal amount
at maturity. |
| ¨ | Contingent Repayment of Principal
Amount at Maturity: If the Notes have not been previously called by CIBC at its election
and the Final Level of the Underlying is not less than the Downside Threshold on the Final
Valuation Date, CIBC will pay you the principal amount per Note at maturity plus the final
Contingent Coupon. If the Final Level is less than the Downside Threshold, CIBC will pay
a cash amount that is less than the principal amount, if anything, resulting in a loss on
your initial investment that is proportionate to the decline in the Closing Level of the
Underlying from the Strike Date to the Final Valuation Date. The contingent repayment of
principal only applies if you hold the Notes until maturity or optional issuer call. Any
payments on the Notes, including any repayment of principal, are subject to the creditworthiness
of CIBC. |
| Key Dates¹ |
| Strike Date |
June 22, 2023 |
| Trade Date |
June 23, 2023 |
| Settlement Date |
June 28, 2023 |
| Coupon Determination Dates2 |
Monthly, commencing on July 24, 2023 |
| Call Payment Dates2 |
Monthly, commencing on September 26, 2023 |
| Final Valuation Date2 |
September 23, 2024 |
| Maturity Date2 |
September 26, 2024 |
| |
|
1
Expected
2 See page PS-4 for additional details |
THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL
DEBT INSTRUMENTS. THE TERMS OF THE NOTES MAY NOT OBLIGATE CIBC TO REPAY THE FULL PRINCIPAL AMOUNT OF THE NOTES. THE NOTES CAN HAVE DOWNSIDE
MARKET RISK SIMILAR TO THE UNDERLYING, WHICH CAN RESULT IN A LOSS OF SOME OR ALL OF THE PRINCIPAL AMOUNT AT MATURITY. THIS MARKET RISK
IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF CIBC. YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND
OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ‘‘KEY
RISKS’’ BEGINNING ON PAGE PS-7 AND THE MORE DETAILED ‘‘RISK FACTORS’’ BEGINNING ON PAGE S-1 OF
THE ACCOMPANYING UNDERLYING SUPPLEMENT, BEGINNING ON PAGE S-1 OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PAGE 1 OF THE ACCOMPANYING
PROSPECTUS BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT
THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES.
The Notes are offered at a minimum investment of $1,000 in denominations
of $10 and integral multiples of $10 in excess thereof. The final terms of the Notes will be determined on the Trade Date.
|
Underlying |
Contingent
Coupon Rate |
Initial Level |
Downside
Threshold |
Coupon Barrier |
CUSIP |
ISIN |
| The S&P 500® Index (“SPX”) |
At least 8.10% per annum |
4,381.89 |
2,848.23, which is 65.00% of the Initial Level* |
2,848.23, which is 65.00% of the Initial Level* |
13608M654 |
US13608M6545 |
* Rounded to two decimal places.
See “Additional Information about the Notes”
on page PS-2. The Notes offered will have the terms specified in the accompanying prospectus, prospectus supplement and underlying supplement,
and the terms set forth herein.
Neither the U.S. Securities and Exchange Commission
(the “SEC”) nor any state or provincial securities commission has approved or disapproved of the 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.
The Notes will not constitute deposits insured
by the Canada Deposit Insurance Corporation (the “CDIC”), 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). The Notes will not be listed on any securities exchange.
The initial estimated value of the Notes on the
Trade Date as determined by CIBC is expected to be between $9.691 and $9.891 per $10.00 principal amount of the Notes, which is expected
to be less than the price to public. See “Key Risks—General Risks” beginning on page PS-8 of this pricing supplement
and “The Bank’s Estimated Value of the Notes” on the last page of this pricing supplement for additional information.
| |
Price to
Public |
Underwriting
Discount(1) |
Proceeds
to Us |
| Notes Linked to: |
Total |
Per Note |
Total |
Per Note |
Total |
Per Note |
| The S&P 500® Index |
• |
$10.00 |
• |
$0.075 |
• |
$9.925 |
(1) CIBC World Markets Corp. (“CIBCWM”),
our affiliate, will purchase the Notes and, as part of the distribution of the Notes, will sell all of the Notes to UBS Financial Services
Inc. (“UBS”) at the discount specified in the table above. See “Supplemental Plan of Distribution (Conflicts of Interest)”
on the last page of this pricing supplement for additional information.
| UBS Financial Services Inc. |
CIBC Capital Markets |
| Additional Information About the Notes |
You should read this pricing supplement together
with the prospectus dated September 2, 2021 (the “prospectus”), the prospectus supplement dated September 2, 2021 (the “prospectus
supplement”) and the Equity Index Underlying Supplement dated September 2, 2021 (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, UBS and our respective 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, CIBCWM and UBS 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, CIBCWM or UBS, 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. References
to “Index” in the underlying supplement will be references to “Underlying.”
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):
| ¨ | Underlying supplement dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112442/tm2123981d23_424b5.htm
| ¨ | Prospectus supplement dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112440/tm2123981d29_424b5.htm
| ¨ | Prospectus dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112558/tm2123981d24_424b3.htm
The Notes may be suitable for you if:
| ¨ | You
fully understand the risks inherent in an investment in the Notes, including the risk of
loss of your entire initial investment. |
| ¨ | You
believe the Closing Level of the Underlying will be equal to or greater than the Coupon Barrier
on most or all of the Coupon Determination Dates and equal to or greater than the Downside
Threshold on the Final Valuation Date. |
| ¨ | You
are willing to make an investment where you could lose some or all of your initial investment
and are willing to make an investment that may have the same downside market risk as the
Underlying. |
| ¨ | You
understand and accept that you will not participate in any appreciation in the level of the
Underlying, and your potential return is limited to the Contingent Coupon payments. |
| ¨ | You
are willing to invest in the Notes based on the Coupon Barrier and Downside Threshold indicated
on the cover hereof and if the Contingent Coupon Rate was set to the minimum indicated on
the cover hereof (the actual Contingent Coupon Rate will be set on the Trade Date). |
| ¨ | You
are willing to hold the Notes that may be called early at the election of CIBC regardless
of the performance of the Underlying, or you are otherwise willing to hold the Notes to maturity
and do not seek an investment for which there is an active secondary market. |
| ¨ | You
understand and accept the risks associated with the Underlying. |
| ¨ | You
are willing to accept the risk and return profile of the Notes versus a conventional debt
security with a comparable maturity issued by CIBC or another issuer with a similar credit
rating. |
| ¨ | You
are willing to forgo dividends paid on the stocks included in the Underlying and do not seek
guaranteed current income from your investment. |
| | |
| ¨ | You are willing to assume the credit risk associated with CIBC, as Issuer
of the Notes, and understand that if CIBC defaults on its obligations, you may not receive any amounts due to you, including any repayment
of principal. |
The Notes may not be suitable for you if:
| ¨ | You
do not fully understand the risks inherent in an investment in the Notes, including the risk
of loss of your entire initial investment. |
| ¨ | You
believe that the level of the Underlying will decline during the term of the Notes and is
likely to close below the Coupon Barrier on most or all of the Coupon Determination Dates
and below the Downside Threshold on the Final Valuation Date. |
| ¨ | You
are not willing to make an investment in which you could lose some or all of your initial
investment and you are not willing to make an investment that may have the same downside
market risk as the Underlying. |
| ¨ | You
seek an investment that participates in the appreciation in the level of the Underlying or
that has unlimited return potential. |
| ¨ | You
are unwilling to invest in the Notes based on the Coupon Barrier and Downside Threshold indicated
on the cover hereof or if the Contingent Coupon Rate was set to the minimum indicated on
the cover hereof (the actual Contingent Coupon Rate will be set on the Trade Date). |
| ¨ | You
are unable or unwilling to hold the Notes that may be called early at the election of CIBC
regardless of the performance of the Underlying, or you are otherwise unable or unwilling
to hold the Notes to maturity and seek an investment for which there will be an active secondary
market. |
| ¨ | You
do not understand or accept the risks associated with the Underlying. |
| ¨ | You
prefer the lower risk, and therefore accept the potentially lower returns, of conventional
debt securities with comparable maturities issued by CIBC or another issuer with a similar
credit rating. |
| ¨ | You
prefer to receive the dividends paid on the stocks included in the Underlying and seek guaranteed
current income from your investment. |
| | |
| ¨ | You are not willing or are unable to assume the credit risk associated
with CIBC, as Issuer of the Notes, for any payments on the Notes, including any repayment of principal. |
The 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. For more information about the Underlying, see “Information
About the Underlying” in this pricing supplement, and “Index Descriptions— The S&P U.S. Indices” beginning
on page S-45 of the accompanying underlying supplement. You should also review carefully the “Key Risks” herein and the more
detailed “Risk Factors” beginning on page S-1 of the underlying supplement and beginning on page S-1 of the accompanying prospectus
supplement.
| Indicative Terms |
| Issuer: |
Canadian Imperial Bank of Commerce |
| Principal Amount: |
$10.00 per Note (subject to a minimum investment of $1,000). |
| Term: |
Approximately 15 months, unless earlier called |
| Strike Date: |
June 22, 2023 |
| Trade Date¹: |
June 23, 2023 |
| Settlement Date¹: |
June 28, 2023 |
| Final Valuation Date¹: |
September 23, 2024 |
| Maturity Date¹: |
September 26, 2024 |
| Reference Asset: |
The S&P 500® Index (Ticker: “SPX”) (the “Underlying”) |
| Optional Issuer Call: |
The Notes may be called by CIBC at its election
on any monthly Call Payment Date beginning on September 26, 2023 regardless of the performance of the Underlying, upon prior notice to
DTC through the trustee at least 3 Business Days and no more than 20 Business Days before the applicable Call Payment Date. CIBC will
have no independent obligation to notify you directly.
If the Notes are called, CIBC will pay you on the
applicable Coupon Payment Date (which will also be the “Call Payment Date”) a cash payment per Note equal to your principal
amount plus, if payable, the Contingent Coupon for that month. No further amounts will be owed to you under the Notes.
|
| Coupon Payment Dates: |
Two Business Days following the applicable Coupon Determination Date, except that as to the final Coupon Determination Date, the Coupon Payment Date will be the Maturity Date. The expected Coupon Determination Dates and Coupon Payment Dates are set forth in the table below. |
| Contingent Coupon Rate: |
At least 8.10% per annum (or at least 0.675% per month), to be determined on the Trade Date. |
| Contingent Coupon: |
If the Closing Level of the Underlying is equal to or greater than
the Coupon Barrier on any Coupon Determination Date, CIBC will pay you the Contingent Coupon applicable to that Coupon Determination
Date
If the Closing Level of the Underlying is less than the Coupon Barrier
on any Coupon Determination Date, the Contingent Coupon applicable to that Coupon Determination Date will not be payable and CIBC
will not make any payment to you on the relevant Coupon Payment Date.
The Contingent Coupon will be at least $0.0675 per month per Note,
to be determined on the Trade Date. The following table sets forth the expected Coupon Determination Dates and Coupon Payment Dates.
|
| |
Expected
Coupon
Determination Dates¹ |
Expected
Coupon
Payment Dates¹ |
| |
July 24, 2023 |
July 26, 2023 |
| |
August 22, 2023 |
August 24, 2023 |
| |
September 22, 2023 |
September 26, 2023 |
| |
October 23, 2023 |
October 25, 2023 |
| |
November 22, 2023 |
November 27, 2023 |
| |
December 22, 2023 |
December 27, 2023 |
| |
January 22, 2024 |
January 24, 2024 |
| |
February 22, 2024 |
February 26, 2024 |
| |
March 22, 2024 |
March 26, 2024 |
| |
April 22, 2024 |
April 24, 2024 |
| |
May 22, 2024 |
May 24, 2024 |
| |
June 24, 2024 |
June 26, 2024 |
| |
July 22, 2024 |
July 24, 2024 |
| |
August 22, 2024 |
August 26, 2024 |
| |
September 23, 2024 |
September 26, 2024 |
| |
Contingent Coupon payments on the Notes are not guaranteed. CIBC will
not pay you the Contingent Coupon for any Coupon Determination Date on which the Closing Level of the Underlying is less than the Coupon
Barrier. |
| Payment at Maturity (per $10 Note): |
If the Notes have not been called previously by CIBC at its election,
for each $10 principal amount of the Notes, you will receive a cash payment on the Maturity Date calculated as follows:
If the Final Level is equal to or greater than the Downside Threshold:
$10 + final Contingent Coupon.
If the Final Level is less than the Downside Threshold:
$10 × (1 + Underlying Return).
In this case, you will have a loss of principal that is proportionate
to the decline in the Final Level as compared to the Initial Level, and you will lose some or all of your principal amount. Even with
any Contingent Coupons, the return on the Notes may be negative.
|
| Underlying Return: |
Final Level – Initial Level
Initial Level |
| Coupon Barrier: |
65.00% of the Initial Level, as indicated on the cover hereof. |
| Downside Threshold: |
65.00% of the Initial Level, as indicated on the cover hereof. |
| Initial Level: |
The Closing Level of the Underlying on the Strike Date, as indicated on the cover hereof. |
| Final Level: |
The Closing Level of the Underlying on the Final Valuation Date. |
| Calculation Agent: |
Canadian Imperial Bank of Commerce |
INVESTING IN THE NOTES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE SOME
OR ALL OF YOUR PRINCIPAL AMOUNT AT MATURITY. ANY PAYMENT ON THE NOTES, INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS
OF CIBC. IF CIBC WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE NOTES AND YOU COULD
LOSE YOUR ENTIRE INVESTMENT.
1 Expected. In the event CIBC makes any changes to the expected
Trade Date and Settlement Date, the Final Valuation Date and the Maturity Date will be changed so that the stated term of the Notes remains
the same, and the Coupon Determination Dates and the Coupon Payment Dates may be adjusted in a similar manner. Each Coupon Determination
Date and Coupon Payment Date, including the Final Valuation Date and the Maturity Date, are subject to postponement in the event of a
Market Disruption Event or non-trading day, as described under “Certain Terms of the Notes—Valuation Dates—For Notes
Where the Reference Asset Is a Single Index” and “—Interest Payment Dates, Coupon Payment Dates, Call Payment Dates
and Maturity Date” in the accompanying underlying supplement.
| Strike
Date |
The
Initial Level was observed. |
 |
|
| Trade Date |
The terms of the Notes are determined. |
|
|
| Monthly Contingent Coupon (Callable by CIBC at Its Election Beginning on September 26, 2023 |
If the Closing Level of the Underlying is equal
to or greater than the Coupon Barrier on any Coupon Determination Date, CIBC will pay you a Contingent Coupon on the applicable Coupon
Payment Date.
CIBC may, at its election, call the Notes prior
to maturity on any monthly Call Payment Date beginning on September 26, 2023 regardless of the performance of the Underlying.
If the Notes are called, CIBC will pay you
a cash payment per Note equal to $10.00 plus, if payable, the Contingent Coupon for that applicable month. |
|
|
| Maturity Date |
The Final Level and the Underlying Return of the
Underlying are determined on the Final Valuation Date.
If the Notes have not been called by CIBC at its
election:
If the Final Level is equal to or greater than
the Downside Threshold, CIBC will repay the principal amount equal to $10.00 per Note plus the final Contingent Coupon.
If the Final Level is below the Downside Threshold,
CIBC will pay you a cash payment at maturity that will be less than the principal amount, if anything, resulting in a loss of principal
proportionate to the decline of the Underlying, equal to an amount of:
$10 × (1 + Underlying Return) per
Note |
You will be exposed to the market risk of the
Underlying on each Coupon Determination Date. Generally, the higher the Contingent Coupon Rate on a Note, the greater the risk of loss
on that Note.
An investment in the Notes involves significant
risks. Some of the risks that apply to the Notes are summarized here. However, CIBC urges you to read the more detailed explanation of
risks relating to the Notes in the “Risk Factors” section of the accompanying underlying supplement and the accompanying prospectus
supplement. CIBC also urges you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.
Structure Risks
| ¨ | Risk of Loss at Maturity — The Notes differ from ordinary debt securities
in that CIBC will not necessarily pay the full principal amount of the Notes. If the Notes are not called by CIBC at its election, CIBC
will only pay you the principal amount of your Notes in cash at maturity if the Final Level is greater than or equal to the Downside Threshold.
If the Notes are not called by CIBC at its election and the Final Level is less than the Downside Threshold, you will lose some or all
of your initial investment in an amount proportionate to the decline in the Final Level from the Initial Level. You may lose some or all
of your principal amount at maturity. |
| | |
| ¨ | The Contingent Repayment of Principal Applies Only Upon an Optional Issuer Call
or at Maturity — You should be willing to hold your Notes to an optional issuer call or maturity. If you are able to sell your
Notes prior to an optional issuer call or maturity in the secondary market, you may have to sell them at a loss relative to your investment
even if the level of the Underlying at that time is above the Downside Threshold. |
| ¨ | You
May Not Receive any Contingent Coupons — CIBC will not necessarily make periodic
coupon payments on the Notes. If the Closing Level of the Underlying on a Coupon Determination
Date is less than the Coupon Barrier, CIBC will not pay you the Contingent Coupon applicable
to that Coupon Determination Date. If the Closing Level of the Underlying is less than the
Coupon Barrier on each of the Coupon Determination Dates, CIBC will not pay you any Contingent
Coupons during the term of, and you will not receive a positive return on, your Notes. Generally,
this non-payment of the Contingent Coupon coincides with a period of greater risk of principal
loss on your Notes. |
| ¨ | There
Can Be No Assurance that the Investment View Implicit in the Notes Will Be Successful
— It is impossible to predict whether and the extent to which the level of the Underlying
will rise or fall. There can be no assurance that the Closing Level of the Underlying will
be equal to or greater than the Coupon Barrier on any Coupon Determination Date or, if the
Notes have not been called, that the Final Level will be equal to or greater than the Downside
Threshold. The level of the Underlying will be influenced by complex and interrelated political,
economic, financial and other factors that affect issuers of the securities included in the
Underlying. You should be willing to accept the risk of not receiving any Contingent Coupons
and losing a significant portion or all of your initial investment. |
| ¨ | Your
Potential Return on the Notes Is Limited to Any Contingent Coupons and You Will Not Participate
in Any Appreciation of the Underlying Or Underlying Constituents — The return potential
of the Notes is limited to the Contingent Coupon Rate regardless of any appreciation of the
Underlying. In addition, your total return on the Notes will vary based on the number of
Coupon Determination Dates for which the Contingent Coupons are payable and may be less than
the Contingent Coupon Rate, or even zero. Further, the return potential of the Notes is limited
by the issuer call feature in that you will not receive any further payments after the Notes
are called. It is more likely that we will call the Notes prior to maturity to the extent
that the Contingent Coupons are likely to be payable on most or all of the Coupon Payment
Dates during the term of the Notes. Your Notes could be called as early as September 26,
2023, and your return could be minimal. If the Notes are not called, you may be exposed to
the decline in the level of the Underlying even though you cannot participate in any potential
appreciation in the level of the Underlying. As a result, the return on an investment in
the Notes could be less than the return on a direct investment in securities represented
by the Underlying. |
| ¨ | Reinvestment Risk — If your Notes are called early, the term of the
Notes will be reduced and you will not receive any payment on the Notes after the applicable Call Payment Date. There is no guarantee
that you would be able to reinvest the proceeds from an optional issuer call of the Notes at a comparable rate of return for a similar
level of risk. To the extent you are able to reinvest such proceeds in an investment comparable to the Notes, you may incur transaction
costs. The Notes may be called as early as approximately 3 months after issuance. |
| ¨ | Higher Contingent Coupons or Lower Downside Thresholds Are Generally Associated with the Underlying
with Greater Expected Volatility and Therefore Can Indicate a Greater Risk of Loss — ”Volatility” refers to the
frequency and magnitude of changes in the level of the Underlying. The greater the expected volatility with respect to the Underlying
on the Trade Date, the higher the expectation as of the Trade Date that the Underlying could close below the Coupon Barrier on a Coupon
Determination Date, resulting in no Contingent Coupons payable on the Notes, or below the Downside Threshold on the Final Valuation Date,
resulting in the loss of some or all of your investment. This greater expected risk will generally be reflected in a higher Contingent
Coupon than the yield payable on our conventional debt securities with a similar maturity, or in more favorable terms (such as a lower
Downside Threshold or a higher Contingent Coupon) than for similar securities linked to the performance of the Underlying with a lower
expected volatility as of the Trade Date. You should therefore understand that a relatively higher Contingent Coupon may indicate an increased
risk of loss. Further, a relatively lower Downside Threshold may not necessarily indicate that the Notes have a greater likelihood of
a repayment of principal at maturity. The volatility of the Underlying can change significantly over the term of the Notes. The level
of the Underlying for your Notes could fall sharply, which could result in a significant loss of principal, and the non-payment of one
or more Contingent Coupons. You should be willing to accept the downside market risk of the Underlying and the potential to lose some
or all of your principal at maturity. |
Underlying Risks
| ¨ | Owning the Notes Is Not the Same as Owning the Stocks Included in the Underlying — The return
on your Notes may not reflect the return you would realize if you actually owned the stocks included in the Underlying. As a holder of
the Notes, you will not have voting rights or rights to receive dividends or other distributions or other rights that holders of the stocks
included in the Underlying would |
| | have. Furthermore, the Underlying and the stocks included in the Underlying may appreciate substantially
during the term of your Notes, and you will not participate in such appreciation. |
| ¨ | Changes Affecting the Underlying May Adversely Affect the Level of the Underlying — The policies
of the Underlying sponsor concerning additions, deletions and substitutions of the stocks included in the Underlying and the manner in
which the Underlying sponsor takes account of certain changes affecting those stocks included in the Underlying may adversely affect the
level of the Underlying. The policies of the Underlying sponsor with respect to the calculation of the Underlying could also adversely
affect the level of the Underlying. The Underlying sponsor may discontinue or suspend calculation or dissemination of the Underlying.
Any such actions could have an adverse effect on the level of the Underlying and consequently, the value of the Notes. |
Conflicts of Interest
| ¨ | Certain Business, Trading and Hedging Activities of Us, UBS, and Our Respective Affiliates May Create
Conflicts With Your Interests and Could Potentially Adversely Affect the Value of the Notes — We, UBS, and our respective affiliates
may engage in trading and other business activities related to the Underlying or any securities included in the Underlying that are not
for your account or on your behalf. We, UBS, and our respective affiliates also may issue or underwrite other financial instruments with
returns based upon the Underlying. These activities may present a conflict of interest between your interest in the Notes and the interests
that we, UBS, and our respective 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. In addition, we, UBS, and our respective affiliates
may publish research, express opinions or provide recommendations that are inconsistent with investing in or holding the Notes, and which
may be revised at any time. Any such research, opinions or recommendations could adversely affect the level of the Underlying, and therefore,
the market value of the Notes. These trading and other business activities, if they affect the level of the Underlying or secondary trading
in your Notes, could be adverse to your interests as a beneficial owner of the Notes. |
Moreover, we, UBS, and our respective
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 CIBCWM, UBS, one of our or its 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 level of the Underlying 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, UBS, and our respective 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, UBS, one or more of our respective 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, UBS, our respective affiliates or any unaffiliated counterparty receive for the sale of the Notes, which
creates an additional incentive to sell the Notes to you. We, UBS, our respective 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 payments 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 the Underlying has occurred,
and determine the Closing Level of the Underlying if the scheduled Final Valuation Date is postponed to the last possible day. See “Certain
Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset Is a Single Index” 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
| ¨ | Payments on the Notes Are 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 payments to be made on the Notes depend 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 Notes Will Be Subject to Risks Under Canadian Bank Resolution Powers — Under Canadian
bank resolution powers, the CDIC may, in circumstances where the Bank has ceased, or is about to cease, to be viable, assume temporary
control or ownership of the Bank |
| | and may be granted broad powers by one or more orders of the Governor in Council (Canada), each of which
we refer to as an “Order,” including the power to sell or dispose of all or a part of the assets of the Bank, and the power
to carry out or cause the Bank to carry out a transaction or a series of transactions the purpose of which is to restructure the business
of the Bank. If the CDIC were to take action under the Canadian bank resolution powers with respect to the Bank, this could result in
holders or beneficial owners of the Notes being exposed to losses. |
| ¨ | 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” on the last page of 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 level of the Underlying, the Bank’s creditworthiness, interest rate movements and other relevant factors, which may impact the
price at which CIBCWM 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 CIBCWM 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” on the last page of 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” on the last page of this pricing supplement. |
| ¨ | If CIBCWM Were to Repurchase Your Notes After the Settlement Date, the Price May Be Higher Than the
Then-Current Estimated Value of the Notes for a Limited Time Period — 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 Settlement 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 3 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. |
| ¨ | Economic and Market Factors May Adversely Affect the Terms and Market Price of the Notes Prior to Maturity
or Call — Because structured notes, including the Notes, can be thought of as having a debt and derivative component, factors
that influence the values of debt instruments and options and other derivatives will also affect the terms and features of the Notes at
issuance and the market price of the Notes prior to maturity or call. These factors include the level of the Underlying; the volatility
of the Underlying; the dividend rate paid on stocks included in the Underlying; the time remaining to the maturity or call of the Notes;
interest rates in the markets in general; geopolitical conditions and economic, financial, political, regulatory, judicial or other events;
and the creditworthiness of CIBC. These and other factors are unpredictable and interrelated and may offset or magnify each other. |
| ¨ | 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 intend to
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 optional issuer
call. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the Notes to maturity or optional
issuer call.
| Hypothetical Scenario Analysis and Examples |
The scenario analysis and examples below are hypothetical
and provided for illustrative purposes only. They do not purport to be representative of every possible scenario concerning increases
or decreases in the level of the Underlying relative to the Initial Level. The hypothetical terms used below are not the actual terms.
The actual terms will be set on the Trade Date and will be indicated on the cover of the applicable pricing supplement. We cannot
predict the Final Level or the Closing Level of the Underlying on any Coupon Determination Date. You should not take the scenario analysis
and these examples as an indication or assurance of the expected performance of the Underlying. The numbers appearing in the examples
below may have been rounded for ease of analysis. The following scenario analysis and examples illustrate the Payment at Maturity or upon
optional issuer call per $10.00 Note on a hypothetical offering of the Notes, based on the following assumptions:
| Investment Term: |
Approximately 15 months (unless earlier called) |
| Hypothetical Initial Level: |
1,000 |
| Hypothetical Contingent Coupon Rate: |
8.10% per annum (or 0.675% per month) |
| Hypothetical Contingent Coupon: |
$0.0675 per month |
| Coupon Determination Dates: |
Monthly |
| Call Payment Dates: |
Monthly, commencing on September 26, 2023 |
| Hypothetical Coupon Barriers: |
650.00 (65.00% of the Initial Level) |
| Hypothetical Downside Threshold: |
650.00 (65.00% of the Initial Level) |
Example 1 — Notes Are Called on the First Call Payment Date,
Which Corresponds to the Third Coupon Payment Date
| Dates |
Closing Levels |
Payments (per Note) |
| First and Second Coupon Payment Dates |
Various (at or above Coupon Barrier) |
$0.0675 x 2 = $0.135 (Contingent Coupons) |
| Third Coupon Payment Date (and First Call Payment Date) |
850 (at or above Coupon Barrier) |
Issuer elect to call the Notes $10.0675 (Settlement Amount) |
| |
Total Payments: |
$10.2025 (2.025% return) |
Since the Issuer elects to call the Notes on the
first Call Payment Date (which is the third Coupon Payment Date), CIBC will pay you on the Call Payment Date a total of $10.0675 per Note,
reflecting your principal amount plus the applicable Contingent Coupon. When added to the Contingent Coupons of $0.135 received in respect
of the previous Coupon Payment Dates, CIBC will have paid you a total of $10.2025 per Note, for a 2.025% total return on the Notes. No
further amount will be owed to you under the Notes.
Example 2 — Notes Are NOT Called and the Final Level Is at
or Above the Downside Threshold
| Dates |
Closing Levels |
Payments (per Note) |
| First through Fourteenth Coupon Payment Dates (and First through Twelfth Call Payment Dates) |
Various (at or above Coupon Barrier) |
Issuer does NOT elect to call the Notes on any Call Payment Date.
$0.0675 x 14 = $0.945 (Contingent Coupons) |
| Final Valuation Date |
850 (at or above Downside Threshold; below Initial Level) |
$10.0675 (Payment at Maturity) |
| |
Total Payments: |
$11.0125 (10.125% return) |
Since the Issuer does not elect to call the Notes
prior to maturity and the Final Level is at or above the Downside Threshold, CIBC will pay you at maturity a total of $10.0675 per Note,
reflecting your principal amount plus the applicable Contingent Coupon. When added to the Contingent Coupons of $0.945 received in respect
of the previous Coupon Payment Dates, CIBC will have paid you a total of $11.0125 per Note, for a 10.125% total return on the Notes.
Example 3 — Notes Are NOT Called and the Final Level Is Below
the Downside Threshold
| Dates |
Closing Levels |
Payments (per Note) |
| First through Fourteenth Coupon Payment Dates (and First through Twelfth Call Payment Dates) |
Various (at or above Coupon Barrier) |
Issuer does NOT elect to call the Notes on any Call Payment Date.
$0.0675 x 14 = $0.945
(Contingent Coupons) |
| Final Valuation Date |
400 (below Downside Threshold and Initial Level) |
$10.00 × (1 + Underlying Return)
= $10.00 × (1 + -60%)
= $10.00 - $6.00
= $4.00 (Payment at Maturity) |
| |
Total Payments: |
$4.945 (-50.55% return) |
Since the Issuer does not elect to call the Notes
prior to maturity and the Final Level is below the Downside Threshold, CIBC will pay you at maturity $4.00 per Note. When added to the
Contingent Coupons of $0.945 received in respect of the previous Coupon Payment Dates, CIBC will have paid you $4.945 per Note, for a
-50.55% total return on the Notes.
| Information About the Underlying |
The S&P 500® Index
The S&P 500® Index (Bloomberg
ticker: “SPX <Index>”) is calculated, maintained and published by S&P Dow Jones Indices LLC. The Underlying includes
500 leading companies and covers approximately 80% of market capitalization of the U.S. equity markets. See “Index Descriptions—The
S&P U.S. Indices” beginning on page S-45 of the accompanying underlying supplement for additional information about the Underlying.
In addition, information about the Underlying may
be obtained from other sources, including, but not limited to, the index sponsor’s website (including information regarding the
Underlying’s sector weightings). We are not incorporating by reference into this pricing supplement the website or any material
it includes. None of us, UBS or any of our respective affiliates makes any representation that such publicly available information regarding
the Underlying is accurate or complete.
Historical Performance of the Underlying
The graph below illustrates the performance of
the Underlying from January 1, 2018 to June 22, 2023, based on the daily Closing Levels as reported by Bloomberg L.P. (“Bloomberg”),
without independent verification. We have not conducted any independent review or due diligence of the publicly available information
from Bloomberg. On June 22, 2023, the Closing Level of the Underlying was 4,381.89, which is the Initial Level. The green line indicates
the Coupon Barrier and Downside Threshold of 2,848.23, which is equal to 65.00% of the Initial Level. The historical performance of the
Underlying should not be taken as an indication of its future performance, and no assurances can be given as to the level of the Underlying
at any time during the term of the Notes, including the Coupon Determination Dates. We cannot give you assurance that the performance
of the Underlying will result in the return of any of your investment.
Historical Performance of the S&P 500®
Index
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. Except
with respect to the section below under “Non-U.S. Holders,” it applies only to those U.S. Holders who are not excluded from
the discussion of United States Taxation in the accompanying prospectus.
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. We intend 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. Although the tax treatment of the Contingent Coupon payments is unclear, we intend to treat any Contingent Coupon payments,
including on the Maturity Date or upon an optional issuer call, as ordinary income includible in income by you at the time it accrues
or is received in accordance with your normal method of accounting for U.S. federal income tax purposes.
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. 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.
Non U.S.-Holders. A “dividend equivalent”
payment is treated as a dividend from sources within the United States and such payments generally would be subject to a 30% U.S. withholding
tax if paid to a Non-U.S. Holder. Under Treasury regulations, payments (including deemed payments) with respect to equity-linked instruments
(“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an
interest in an “underlying security,” which is generally any interest in an entity taxable as a corporation for U.S. federal
income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend. However, Internal Revenue Service
guidance 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, 2025. We expect that the delta of the Notes will not be one, and therefore, we expect that Non-U.S.
Holder should not be subject to withholding on dividend equivalent payments, if any, under the Notes. However, it is possible that the
Notes could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain events affecting the Underlying
or the Notes, and following such occurrence the Notes could be treated as subject to withholding on dividend equivalent payments. Non-U.S.
Holders that enter, or have entered, into other transactions in respect of the Underlying or the Notes should consult their tax advisors
as to the application of the dividend equivalent withholding tax in the context of the Notes and their other transactions. If any payments
are treated as dividend equivalents subject to withholding, we (or the applicable paying agent) would be entitled to withhold taxes without
being required to pay any additional amounts with respect to amounts so withheld.
Please see the discussion under the section
entitled “Material U.S. Federal Income Tax Consequences” in the underlying supplement for a further discussion of the U.S.
federal income tax consequences of an investment in the Notes. 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 is a “specified entity” for purposes of the Hybrid Mismatch Proposals, as defined below (a “Non-Resident Holder”).
For these purposes, a “specified shareholder” generally includes a person who (either alone or together with persons with
whom that person is not dealing at arm’s length for the purposes of the Canadian Tax Act) owns or has the right to acquire or control
or is otherwise deemed to own 25% or more of the Issuer’s shares determined on a votes or fair market value basis, and an entity
in respect of which the Issuer is a “specified entity” generally includes (i) an entity that is a specified shareholder of
the Issuer (as defined above), (ii) an entity in which the Issuer (either alone or together with entities with whom the Issuer is not
dealing at arm’s length for purposes of the Canadian Tax Act) owns or has the right to acquire or control or is otherwise deemed
to own a 25% or greater equity interest, and (iii) an entity in which an entity described in (i) (either alone or together with entities
with whom such entity is not dealing at arm’s length for purposes of the Canadian Tax Act) owns or has the right to acquire or control
or is otherwise deemed to own a 25% or greater equity interest. Special rules which apply to non-resident insurers carrying on business
in Canada and elsewhere are not discussed in this summary.
For greater certainty, this summary takes into
account all specific proposals to amend the Canadian Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior
to the date hereof, including the proposals released on April 29, 2022 with respect to “hybrid mismatch arrangements” (the
“Hybrid Mismatch Proposals”). 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 proposed paragraph
18.4(3)(b) of the Canadian Tax Act contained in the Hybrid Mismatch Proposals. Investors should note that the Hybrid Mismatch Proposals
are in consultation form, are highly complex, and there remains significant uncertainty as to their interpretation and application. There
can be no assurance that the Hybrid Mismatch Proposals will be enacted in their current form, or at all.
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 the 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) |
Pursuant to the terms of a distribution agreement,
CIBCWM will purchase the Notes from CIBC for distribution to UBS (the “Agent”). CIBCWM will agree to sell to the Agent, and
the Agent will agree to purchase, all of the Notes at the price to public less the underwriting discount set forth on the cover hereof.
The Agent may allow a concession to its affiliates not in excess of the underwriting discount set forth on the cover hereof.
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 two business days following the Trade Date. Under Rule 15c6-1 of the Securities
Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to two business days 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. 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
Settlement 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 “Key Risks—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 “Key Risks—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 selling commissions paid to CIBCWM and other affiliated
or unaffiliated dealers, 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 “Key Risks—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 (PK) (USOTC:CNDIF)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Canadian Imperial Bank (PK) (USOTC:CNDIF)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
