Filed Pursuant to Rule
424(b)(2)
Registration No. 333-272447
Pricing Supplement
dated May 3, 2024
(To Equity Index
Underlying Supplement dated September 5, 2023,
Prospectus Supplement
dated September 5, 2023, and Prospectus dated September 5, 2023)
Canadian Imperial
Bank of Commerce Trigger Autocallable Contingent Yield Notes
$18,224,100 Notes Linked to the Least
Performing of the S&P 500® Index and the Russell 2000® Index due on May 8, 2029
These Trigger Autocallable Contingent
Yield Notes (the ‘‘Notes’’) are senior unsecured debt securities issued by Canadian Imperial Bank of Commerce
(“CIBC”) with returns linked to the Least Performing of the S&P 500® Index and the Russell 2000®
Index (each, an “Underlying” and together, the “Underlyings”). The Notes will rank equally with all of
our other unsecured and unsubordinated debt obligations. CIBC will pay a quarterly Contingent Coupon if the Closing Level of each Underlying
on the applicable Coupon Determination Date (including the Final Valuation Date) is equal to or greater than its Coupon Barrier. Otherwise,
no coupon will be paid for the quarter. CIBC will automatically call the Notes if the Closing Level of each Underlying on any quarterly
Call Observation Date, commencing on November 4, 2024, is equal to or greater than its Initial Level. If the Notes are called, CIBC will
pay you the principal amount of your Notes plus the Contingent Coupon for the applicable quarter, and no further amounts will be owed
to you under the Notes. The Underlying with the lowest Underlying Return is the “Least Performing Underlying.” If the Notes
are not called prior to maturity and the Final Level of the Least Performing Underlying is equal to or greater than its 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 of the Least Performing Underlying is less than its 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 Least Performing
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. You may lose some or all of your principal amount. You will
be exposed to the market risk of each Underlying on each Coupon Determination Date and any decline in the level of one Underlying may
negatively affect your return and will not be offset or mitigated by a lesser decline or any increase in the level of any other Underlying.
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 automatic 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.
| q | Contingent
Coupon: CIBC will pay a quarterly Contingent Coupon payment if the Closing Level of each
Underlying on the applicable Coupon Determination Date is equal to or greater than its Coupon
Barrier. Otherwise, no coupon will be paid for the quarter. |
| q | Automatically
Callable: CIBC will automatically call the Notes and pay you the principal amount of
your Notes plus the Contingent Coupon otherwise due for that applicable quarter if the Closing
Level of each Underlying on any quarterly Call Observation Date, commencing on November 4,
2024 is equal to or greater than its Initial Level. If the Notes are not called, investors
will potentially lose a portion of their principal amount at maturity. |
| q | Contingent
Repayment of Principal Amount at Maturity: If the Notes have not been previously called
and the Final Level of the Least Performing Underlying is not less than its Downside Threshold,
CIBC will pay you the principal amount per Note at maturity plus the final Contingent Coupon.
If the Final Level of the Least Performing Underlying is less than its 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 Least Performing Underlying from the Trade Date to the Final Valuation Date.
The contingent repayment of principal only applies if you hold the Notes until maturity or
automatic call. Any payments on the Notes, including any repayment of principal, are subject
to the creditworthiness of CIBC. |
Key
Dates |
Trade
Date |
May
3, 2024 |
Settlement
Date |
May
8, 2024 |
Coupon
Determination Dates1 |
Quarterly,
commencing on August 5, 2024 |
Call
Observation Dates1 |
Quarterly,
commencing on November 4, 2024 |
Final
Valuation Date1 |
May
3, 2029 |
Maturity
Date1 |
May
8, 2029 |
1
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 LEAST PERFORMING 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.
Underlyings
(Least Performing of)
|
Contingent
Coupon Rate |
Initial
Levels |
Downside
Thresholds |
Coupon
Barriers |
CUSIP |
ISIN |
The
S&P 500® Index (“SPX”) |
8.08% per annum
|
5,127.79 |
3,589.45,
which is 70.00%
of its Initial Level* |
3,589.45,
which is 70.00%
of its Initial Level* |
13608Q838 |
US13608Q8380 |
The
Russell 2000® Index (“RTY”) |
2,035.723 |
1,425.006,
which is 70.00% of its Initial Level** |
1,425.006,
which is 70.00% of its Initial Level** |
* Rounded to two
decimal places.
** Rounded to three 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 $9.643 per $10.00 principal amount of the Notes, which is less than the price to public. See
“Key Risks—General Risks” beginning on page PS-9 of this pricing supplement and “The Bank’s Estimated Value
of the Notes” on page PS-18 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
Least Performing of the S&P 500® Index and the Russell 2000® Index |
$18,224,100.00 |
$10.00 |
$364,482.00 |
$0.20 |
$17,859,618.00 |
$9.80 |
(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 page PS-18 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 5, 2023 (the “prospectus”), the prospectus supplement dated
September 5, 2023 (the “prospectus supplement”) and the Equity Index 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, 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 5, 2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098170/tm2322483d89_424b5.htm
| ¨ | Prospectus
supplement dated September 5, 2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098166/tm2322483d94_424b5.htm
| ¨ | Prospectus
dated September 5, 2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098163/tm2325339d10_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 each Underlying will be equal to or greater than its Coupon Barrier on most or all
of the Coupon Determination Dates and equal to or greater than its 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 Least Performing
Underlying. |
| |
¨ | You are willing to
accept the individual market risk of each Underlying and understand that any decline in the
level of one Underlying will not be offset or mitigated by a lesser decline or any increase
in the level of any other Underlying. |
| |
¨ | You understand and
accept that you will not participate in any appreciation in the level of any Underlying,
and your potential return is limited to the Contingent Coupon payments. |
| |
¨ | You are willing to
invest in the Notes based on the Coupon Barriers and Downside Thresholds and the Contingent
Coupon Rate indicated on the cover hereof. |
| |
¨ | You are willing to
hold the Notes that may be automatically called on any Call Observation Date, commencing
on November 4, 2024, on which the Closing Level of each Underlying is equal to or greater
than its Initial Level, 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 each 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 an 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 at least one Underlying will decline during the term of the Notes and is likely
to close below its Coupon Barrier on most or all of the Coupon Determination Dates and below
its 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 Least Performing Underlying. |
| |
¨ | You are not willing
to accept the individual market risk of each Underlying or are not willing to accept the
risk that any decline in the level of one Underlying will not be offset or mitigated by a
lesser decline or any increase in the level of any other Underlying. |
| |
¨ | You seek an investment
that participates in the appreciation in the level of any Underlying or that has unlimited
return potential. |
| |
¨ | You are unwilling
to invest in the Notes based on the Coupon Barriers and Downside Thresholds or the Contingent
Coupon Rate indicated on the cover hereof) |
| |
¨ | You are unable or
unwilling to hold the Notes that will be automatically called on any Call Observation Date,
commencing on November 4, 2024, on which the Closing Level of each Underlying is equal to
or greater than its Initial Level, 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 any 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 an 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 Underlyings, see “Information About the Underlyings” in this pricing supplement, and “Index Descriptions—
The S&P U.S. Indices” beginning on page S-43 and “—The Russell Indices” beginning on page S-31
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.
Issuer: |
Canadian Imperial
Bank of Commerce |
Principal
Amount: |
$10.00 per Note (subject
to a minimum investment of $1,000). |
Term: |
5 years, unless earlier
called |
Trade
Date: |
May 3, 2024 |
Settlement
Date: |
May 8, 2024 |
Final
Valuation Date¹: |
May 3, 2029 |
Maturity
Date¹: |
May 8, 2029 |
Reference
Asset: |
The least performing of
the S&P 500® Index (Ticker: “SPX”) and the Russell 2000® Index (Ticker: “RTY”)
(each, an “Underlying” and together, the “Underlyings”) |
Automatic
Call Feature
/ Call Observation
Dates / Call Payment
Date: |
The
Notes will be automatically called if the Closing Level of each Underlying on any quarterly Call
Observation Date, commencing on November 4, 2024, is equal to or greater than its Initial Level.
Each Coupon Determination Date on and after November 4, 2024 will also be a Call Observation
Date. You will not receive any notice from us if the Notes are automatically called.
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 the Contingent Coupon otherwise due on that date. 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 Coupon Determination Dates and the Coupon Payment Dates are set forth in the table below. |
Contingent
Coupon Rate: |
8.08% per annum (or 2.02%
per quarter) |
Contingent Coupon: |
If
the Closing Level of each Underlying is equal to or greater than its 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 any Underlying
is less than its 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 is $0.202 per quarter
per Note. The following table sets forth the Coupon Determination Dates and the Coupon Payment Dates.
|
|
Coupon
Determination Dates¹ |
|
Coupon
Payment Dates¹ |
|
|
August 5, 2024 |
|
August 7, 2024 |
|
|
November 4, 2024 |
|
November 6, 2024 |
|
|
February 3, 2025 |
|
February 5, 2025 |
|
|
May 5, 2025 |
|
May 7, 2025 |
|
|
August 4, 2025 |
|
August 6, 2025 |
|
|
November 3, 2025 |
|
November 5, 2025 |
|
|
February 3, 2026 |
|
February 5, 2026 |
|
|
May 4, 2026 |
|
May 6, 2026 |
|
|
August 3, 2026 |
|
August 5, 2026 |
|
|
November 3, 2026 |
|
November 5, 2026 |
|
|
February 3, 2027 |
|
February 5, 2027 |
|
|
May 3, 2027 |
|
May 5, 2027 |
|
|
August 3, 2027 |
|
August 5, 2027 |
|
|
November 3, 2027 |
|
November 5, 2027 |
|
|
February 3, 2028 |
|
February 7, 2028 |
|
|
May 3, 2028 |
|
May 5, 2028 |
|
|
August 3, 2028 |
|
August 7, 2028 |
|
|
November 3, 2028 |
|
November 7, 2028 |
|
|
February 5, 2029 |
|
February 7, 2029 |
|
|
May 3, 2029 |
|
May 8, 2029 |
|
| 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 any Underlying is less than
its Coupon Barrier. |
Downside
Threshold: |
For each Underlying,
70.00% of its Initial Level, as indicated on the cover hereof. |
Payment at Maturity
(per
$10 Note): |
If the Notes are not called, 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 of the Least
Performing Underlying is equal to or greater than its Downside Threshold:
$10 + final Contingent Coupon
If the Final Level of the Least
Performing Underlying is less than its Downside Threshold:
$10 × (1 + Underlying Return
of the Least Performing Underlying).
In this case, you will have a loss
of principal that is proportionate to the decline in the Final Level of the Least Performing Underlying as compared to its 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. |
Least
Performing Underlying: |
The Underlying with the
lowest Underlying Return. |
Underlying
Return: |
For
each Underlying, calculated as follows:
Final Level
- Initial Level
Initial
Level |
Coupon
Barrier: |
For each Underlying, 70.00%
of its Initial Level, as indicated on the cover hereof. |
Initial
Level: |
For each Underlying, its
Closing Level on the Trade Date, as indicated on the cover hereof. |
Final
Level: |
For each Underlying, its
Closing Level on the Final Valuation Date. |
Calculation Agent: |
Canadian Imperial Bank of Commerce |
1
Each Coupon Determination Date, Call Observation Date and Coupon Payment Date, including the Final Valuation Date and the Maturity
Date, is 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 Consists of Multiple Indices” and “—Interest
Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying underlying supplement.
Trade
Date |
The
Initial Level of each Underlying was observed and the terms of the Notes were determined. |
|
|
Quarterly
Contingent Coupon. The Notes are Callable on any quarterly Call Observation Date Beginning on November 4, 2024 |
If the Closing Level of each Underlying
is equal to or greater than its Coupon Barrier on any Coupon Determination Date, CIBC will pay you a Contingent Coupon on the applicable
Coupon Payment Date.
The Notes will automatically be called
if the Closing Level of each Underlying on any Call Observation Date, commencing on November 4, 2024, is equal to or greater
than its Initial Level.
If the Notes are called, CIBC will
pay you a cash payment per Note equal to $10.00 plus the Contingent Coupon otherwise due on that date. |
|
|
Maturity
Date |
The
Final Level and the Underlying Return of each Underlying are determined on the Final Valuation
Date.
If the Notes have not been called
and the Final Level of the Least Performing Underlying is equal to or greater than its Downside Threshold, CIBC will repay the principal
amount equal to $10.00 per Note plus the final Contingent Coupon.
If the Notes have not been called
and the Final Level of the Least Performing Underlying is below its 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 Least
Performing Underlying, equal to an amount of:
$10 ×
(1 + Underlying Return of the Least Performing Underlying) per Note |
INVESTING IN THE
NOTES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE SOME OR ALL OF YOUR PRINCIPAL AMOUNT AT MATURITY. 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.
You will be exposed
to the market risk of each Underlying on each Coupon Determination Date and any decline in the level of one Underlying may negatively
affect your return and will not be offset or mitigated by a lesser decline or any increase in the level of any other Underlying. 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,
CIBC will only pay you the principal amount of your Notes in cash at maturity if the Final
Level of the Least Performing Underlying is greater than or equal to its Downside Threshold.
If the Notes are not called and the Final Level of the Least Performing Underlying is less
than its Downside Threshold, you will lose some or all of your initial investment in an amount
proportionate to the decline in the Final Level of the Least Performing Underlying from its
Initial Level. You may lose some or all of your principal amount at maturity. |
| ♦ | The
Contingent Repayment of Principal Applies Only Upon an Automatic Call or at Maturity —
You should be willing to hold your Notes to an automatic call or maturity. If you are
able to sell your Notes prior to an automatic 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 each Underlying
at that time is above its 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 any Underlying on a Coupon Determination
Date is less than its Coupon Barrier, CIBC will not pay you the Contingent Coupon applicable
to that Coupon Determination Date. If the Closing Level of any Underlying is less than its
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 any Underlying
will rise or fall. There can be no assurance that the Closing Level of any Underlying will
be equal to or greater than its Coupon Barrier on any Coupon Determination Date or, if the
Notes have not been called, that the Final Level of the Least Performing Underlying will
be equal to or greater than its Downside Threshold. The level of an Underlying will be influenced
by complex and interrelated political, economic, financial and other factors that affect
issuers of the securities included in that 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 Any Underlying Or Underlying Constituents — The return potential
of the Notes is limited to the Contingent Coupon Rate regardless of any appreciation of any
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 automatic call feature in that you will not receive any further payments after the
Notes are called. Your Notes could be called as early as November 4, 2024, and your
return could be minimal. If the Notes are not called, you may be exposed to the decline in
the level of the Least Performing Underlying even though you cannot participate in any potential
appreciation in the level of any Underlying. In addition, if the Notes have not been previously
called and if the level of the Least Performing Underlying is less than its Initial Level,
as the Maturity Date approaches and the remaining number of Coupon Determination Dates decreases,
the Notes are less likely to be automatically called, as there will be a shorter period of
time remaining for the level of the Least Performing Underlying to increase to its Initial
Level. 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 any 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 automatic 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 6 months after issuance. |
| ♦ | Because
the Notes Are Linked to the Performance of More Than One Underlying, There Is a Greater Risk
of Contingent Coupons Not Being Paid and of You Sustaining a Significant Loss on Your Investment
— The risk that you will not receive any Contingent Coupons and lose some or all
of your initial investment in the Notes at maturity is greater if you invest in the Notes
as opposed to substantially similar notes that are linked to the performance of only one
Underlying. With multiple Underlyings, it is more likely that the Closing Level of at least
one Underlying will be less than its Coupon Barrier on a Coupon Determination Date or less
than its Downside Threshold on the Final Valuation Date. Therefore, it is more likely that
you will not receive any Contingent Coupons and that you will suffer a significant loss on
your investment at maturity. |
| | In
addition, movements in the levels of the Underlyings may be correlated or uncorrelated at
different times during the term of the Notes, and such correlation (or lack thereof) could
have an adverse effect on your return on the Notes. The correlation of a pair of Underlyings
represents a statistical measurement of the degree to which the ratios of the returns of
those Underlyings were similar to each other over a given period of time. The correlation
between a pair of Underlyings is scaled from 1.0 to -1.0, with 1.0 indicating perfect positive
correlation (i.e., the levels of two Underlyings are increasing together or decreasing together
and the ratio of their daily returns has been constant), 0 indicating no correlation (i.e.,
there is no statistical relationship between the daily returns of that pair of Underlyings)
and -1.0 indicating perfect negative correlation (i.e., as the level of one Underlying increases,
the level of the other Underlying decreases and the ratio of their daily returns has been
constant). |
| | The
lower (or more negative) the correlation among the Underlyings, the less likely it is that
those Underlyings will move in the same direction and, therefore, the greater the potential
for one of those Underlyings to close below its Coupon Barrier or Downside Threshold on a
Coupon |
| | Determination
Date or the Final Valuation Date, respectively. This is because the less positively correlated
the Underlyings are, the greater the likelihood that at least one of the Underlyings will
decrease in value. This results in a greater potential for a Contingent Coupon not to be
paid during the term of the Notes and for a loss of principal at maturity. However, even
if the Underlyings have a higher positive correlation, one or more of those Underlyings might
close below its Coupon Barrier or Downside Threshold on a Coupon Determination Date or the
Final Valuation Date, as the Underlyings may decrease in value together. |
| | CIBC
determined the Contingent Coupon Rate for the Notes based, in part, on the correlation among
the Underlyings, calculated using internal models at the time the terms of the Notes were
set. As discussed above, increased risk resulting from lower correlation will be reflected
in a higher Contingent Coupon Rate than would be payable on notes that have a higher degree
of correlation. |
| ♦ | Your
Return Will Be Based on the Individual Return of Each Underlying — Unlike notes
linked to a basket of underlyings, the Notes will be linked to the individual performance
of each Underlying. Because the Notes are not linked to a basket, in which case the risk
is mitigated and diversified among all of the components of a basket, you will be exposed
to the risk of fluctuations in the levels of the Underlyings to the same degree for each
Underlying. The amount payable on the Notes, if any, depends on the performance of the Least
Performing Underlying regardless of the performance of any other Underlying. You will bear
the risk that any of the Underlyings will perform poorly. |
| ♦ | 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 an Underlying. The greater the expected volatility with respect to an Underlying on the
Trade Date, the higher the expectation as of the Trade Date that the Underlying could close
below its Coupon Barrier on a Coupon Determination Date, resulting in no Contingent Coupons
payable on the Notes, or below its 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 an 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 an Underlying
can change significantly over the term of the Notes. The level of an 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 Least Performing Underlying and the potential to lose some or all of your
principal at maturity. |
| ♦ | The
Notes Are Riskier Than Notes With a Shorter Term – The Notes are relatively long-dated.
Therefore, many of the risks of the Notes are heightened as compared to notes with a shorter
term, as you will be subject to those risks for a longer period of time. In addition, the
value of a longer-dated note is typically less than the value of an otherwise comparable
note with a shorter term. |
Underlying Risks
| ♦ | The
Notes Are Subject to Small-Capitalization Risk — The RTY tracks companies that
may be considered small-capitalization companies. These companies often have greater stock
price volatility, lower trading volume and less liquidity than large-capitalization companies
and therefore, the relevant index level may be more volatile than an investment in stocks
issued by larger companies. Stock prices of small-capitalization companies may also be more
vulnerable than those of larger companies to adverse business and economic developments,
and the stocks of small-capitalization companies may be thinly traded, making it difficult
for the RTY to track them. In addition, small-capitalization companies are often less stable
financially than large-capitalization companies and may depend on a small number of key personnel,
making them more vulnerable to loss of personnel. Small-capitalization companies are often
subject to less analyst coverage and may be in early, and less predictable, periods of their
corporate existences. These companies tend to have smaller revenues, less diverse product
lines, smaller shares of their product or service markets, fewer financial resources and
competitive strengths than large-capitalization companies, and are more susceptible to adverse
developments related to their products. All these factors may adversely affect the level
of the RTY and consequently, the return on the Notes. |
| ♦ | Owning
the Notes Is Not the Same as Owning the Stocks Included in an Underlying — The
return on your Notes may not reflect the return you would realize if you actually owned the
stocks included in an 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 any Underlying would have. Furthermore, an Underlying and the stocks included
in an Underlying may appreciate substantially during the term of your Notes, and you will
not participate in such appreciation. |
| ♦ | Changes
Affecting an Underlying May Adversely Affect the Level of that Underlying — The
policies of an Underlying’s sponsor concerning additions, deletions and substitutions
of the stocks included in that Underlying and the manner in which the Underlying’s
sponsor takes account of certain changes affecting those stocks included in that Underlying
may adversely affect the level of that Underlying. The policies of an Underlying’s
sponsor with respect to the calculation of that Underlying could also adversely affect the
level of that Underlying. An Underlying’s sponsor may discontinue or suspend calculation
or dissemination of that Underlying. Any such actions could have an adverse effect on the
level of an 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 an Underlying or any securities included in an 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 an 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 an Underlying, and therefore, the market value of the Notes. These trading and
other business activities, if they affect the level of an 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 were 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 an 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 an Underlying
has occurred, and determine the Closing Level of that Underlying if a scheduled Call Observation
Date or the Final Valuation Date is postponed to the last possible day with respect to an
Underlying. See “Certain Terms of the Notes—Valuation Dates—For Notes Where
the Reference Asset Consists of Multiple Indices” 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. All 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 Is Lower Than the Initial Issue Price (Price
to Public) of the Notes — The initial issue price of the Notes exceeds 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 page PS-18 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 was determined by reference to the Bank’s internal
pricing models when the terms of the Notes were set. This estimated value was 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 levels of the Underlyings, 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 page PS-18 of this pricing supplement. |
| ♦ | The
Bank’s Initial Estimated Value of the Notes Was Not Determined by Reference to Credit
Spreads for Our Conventional Fixed-Rate Debt — The internal funding rate 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 have used 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 had an adverse effect on the economic terms of the Notes and the initial
estimated value of the Notes on the Trade Date, and could have an adverse effect on any secondary
market prices of the Notes. See “The Bank’s Estimated Value of the Notes”
on page PS-18 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 7 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 levels of the Underlyings; the volatility of the Underlyings; the dividend rate paid
on stocks included in an 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 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. |
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 any Underlying relative to its Initial Level. The hypothetical terms used
below are not the actual terms. The actual terms are indicated on the cover of this pricing supplement. We cannot predict the Final
Level or the Closing Level of any Underlying on any Coupon Determination Date or Call Observation Date. You should not take the scenario
analysis and these examples as an indication or assurance of the expected performance of any 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 earlier automatic call per $10.00 Note on a hypothetical offering of the Notes, based on the following terms:
Investment Term: |
5 years (unless
earlier called) |
Hypothetical
Initial Levels: |
1,000 for
each Underlying |
Contingent
Coupon Rate: |
8.08% per
annum (or 2.02% per quarter) |
Contingent
Coupon: |
$0.202
per quarter |
Coupon
Determination Dates: |
Quarterly |
Call Observation
Dates: |
Quarterly,
commencing on November 4, 2024 |
Hypothetical
Coupon Barriers: |
700.00
for each Underlying (70.00% of its Initial Level) |
Hypothetical Downside Thresholds: |
700.00 for each Underlying (70.00%
of its Initial Level) |
Example 1 — Notes Are Called
on the First Call Observation Date, Which Corresponds to the Second Coupon Determination Date
Date |
Closing
Level |
Payment
(per Note) |
First
Coupon Determination
Date |
SPX: 700
(at or above Coupon Barrier; below Initial Level)
RTY: 1,100 (at or above Coupon Barrier and Initial Level) |
$0.202 (Contingent Coupon) |
Second
Coupon
Determination Date (and
First Call Observation Date) |
SPX: 1,300
(at or above Coupon Barrier and Initial Level)
RTY: 1,200 (at or above Coupon Barrier and Initial Level) |
$10.202 (Settlement Amount) |
|
Total
Payment: |
$10.404
(4.04% return) |
Since the Notes are
called on the second Coupon Determination Date (which is the first Call Observation Date), CIBC will pay you on the Call Payment Date
a total of $10.202 per Note. When added to the Contingent Coupon payment of $0.202 received in respect of the first Coupon Determination
Date, CIBC will have paid you a total of $10.404 per Note, for a 4.04% 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 of Each Underlying Is at or Above Its Coupon Barrier and Downside Threshold.
Date |
Closing
Level |
Payment
(per Note) |
First
Coupon Determination
Date |
SPX: 850
(at or above Coupon Barrier; below Initial Level)
RTY: 850 (at or above Coupon Barrier; below Initial Level) |
$0.202 (Contingent Coupon) |
Second
through Nineteenth
Coupon Determination
Dates (and First through
Eighteenth Call Observation
Dates) |
Various
(Closing Level of at least one Underlying below Coupon Barrier;
below Initial Level) |
$0.00 (Notes are not
automatically called) |
Final
Valuation Date |
SPX:
700 (at or above Coupon Barrier and Downside Threshold; below Initial Level)
RTY: 1,100 (at or above Coupon Barrier, Downside Threshold and Initial Level) |
$10.202 (Payment at Maturity) |
|
Total
Payment: |
$10.404 (4.04% return) |
At maturity, CIBC
will pay you a total of $10.202 per Note, reflecting your principal amount plus the applicable Contingent Coupon. When added to the Contingent
Coupon payment of $0.202 received in respect of the first Coupon Determination Date, CIBC will have paid you a total of $10.404 per Note,
for a 4.04% total return on the Notes.
Example 3 — Notes Are NOT Called
and the Final Level of the Least Performing Underlying Is Below Its Coupon Barrier and Downside Threshold
Date |
Closing
Level |
Payment
(per Note) |
First
Coupon Determination
Date |
SPX: 700
(at or above Coupon Barrier; below Initial Level)
RTY: 1,400 (at or above Coupon Barrier and Initial Level) |
$0.202 (Contingent Coupon) |
Second
through Nineteenth
Coupon Determination
Dates (and First through
Eighteenth Call Observation
Dates) |
Various
(Closing Level of at least one Underlying below Coupon Barrier; below Initial Level) |
$0.00 ( Notes are not automatically
called) |
Final
Valuation Date |
SPX:
300 (below Coupon Barrier, Downside Threshold and Initial
Level)
RTY:
1,300 (at or above Coupon Barrier, Downside Threshold and
Initial Level) |
$10.00 × (1 + Underlying
Return of
the Least Performing Underlying)
= $10.00 × (1 + -70%)
= $10.00 - $7.00
= $3.00 (Payment at Maturity) |
|
Total
Payment: |
$3.202
(-67.98% return) |
Since the Notes are
not called and the Final Level of the Least Performing Underlying is below its Downside Threshold, CIBC will pay you at maturity $3.00
per Note. In addition, the final Contingent Coupon will not be payable because the Final Level of the Least Performing Underlying is
also below its Coupon Barrier. When added to the Contingent Coupon payment of $0.202 received in respect of the first Coupon Determination
Date, CIBC will have paid you $3.202 per Note, for a -67.98% total return on the Notes.
Information
About the Underlyings |
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 SPX
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-43 of the accompanying underlying supplement for additional information about the
SPX.
In addition, information about the SPX
may be obtained from other sources including, but not limited to, the index sponsor’s website (including information regarding
the SPX’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 SPX is accurate or complete.
Historical Performance of the SPX
The graph below illustrates
the performance of the SPX from January 1, 2019 to May 3, 2024, 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 May 3, 2024, the Closing Level of the SPX was 5,127.79, which is its Initial Level.
The green line indicates its Coupon Barrier and Downside Threshold of 3,589.45, which is equal to 70.00% of its Initial Level. The historical
performance of the SPX should not be taken as an indication of its future performance, and no assurances can be given as to the level
of the SPX at any time during the term of the Notes, including the Coupon Determination Dates. We cannot give you assurance that the
performance of the SPX will result in the return of any of your investment.
Historical Performance
of the S&P 500® Index
|
Source:
Bloomberg |
The Russell 2000®
Index
The Russell 2000®
Index (Bloomberg ticker: “RTY <Index>”) is calculated, maintained and published by FTSE Russell. The RTY is designed
to track the performance of the small capitalization segment of the U.S. equity market. The RTY is a subset of the Russell 3000®
Index and represents approximately 10% of the total market capitalization of that index. The RTY includes approximately 2,000 of
the smallest securities in the U.S. equity market. See “Index Descriptions—The Russell Indices” beginning on page S-31
of the accompanying underlying supplement for additional information about the RTY.
In addition, information
about the RTY may be obtained from other sources, including, but not limited to, the index sponsor's website (including information regarding
the RTY’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 RTY is accurate or complete.
Historical Performance of the RTY
The graph below illustrates
the performance of the RTY from January 1, 2019 to May 3, 2024, based on the daily Closing Levels as reported by Bloomberg,
without independent verification. We have not conducted any independent review or due diligence of the publicly available information
from Bloomberg. On May 3, 2024, the Closing Level of the RTY was 2,035.723, which is its Initial Level. The green line indicates
its Coupon Barrier and Downside Threshold of 1,425.006, which is equal to 70.00% of its Initial Level. The historical performance of
the RTY should not be taken as an indication of its future performance, and no assurances can be given as to the level of the RTY at
any time during the term of the Notes, including the Coupon Determination Dates. We cannot give you assurance that the performance of
the RTY will result in the return of any of your investment.
Historical Performance
of the Russell 2000® Index
|
Source:
Bloomberg |
Correlation
of the Underlyings |
|
The graph below
illustrates the daily performance of the Underlyings from January 1, 2019 through May 3, 2024. For comparison purposes,
each Underlying has been normalized to have a Closing Level of 100.00 on January 1, 2019 by dividing the Closing Level of that
Underlying on each Trading Day by the Closing Level of that Underlying on January 1, 2019 and multiplying by 100.00. We obtained
the Closing Levels used to determine the normalized Closing Levels set forth below from Bloomberg, without independent verification.
The closer the
relationship of the daily returns of the Underlyings over a given period, the more positively correlated those Underlyings are. The
lower (or more negative) the correlation of the Underlyings, the less likely it is that those Underlyings will move in the same direction
and therefore, the greater the potential for the Closing Level or the Final Level of one of those Underlyings to be less than its
Coupon Barrier or Downside Threshold on a Coupon Determination Date or the Final Valuation Date, respectively. This is because the
less positively correlated the Underlyings are, the greater the likelihood that at least one of the Underlyings will decrease in
value. However, even if the Underlyings have a higher positive correlation, the Closing Level or the Final Level of one or more of
the Underlyings might be less than its Coupon Barrier or Downside Threshold on a Coupon Determination Date or the Final Valuation
Date, respectively, as the Underlyings may decrease in value together. Although the correlation of the Underlyings’ performance
may change over the term of the Notes, the correlations referenced in setting the terms of the Notes were calculated using CIBC’
internal models at the time when the terms of the Notes were set and were not derived from the daily returns of the Underlyings over
the period set forth below. A higher Contingent Coupon Rate is generally associated with lower correlation of the Underlyings, which
reflects a greater potential for a loss on your investment at maturity. See “Key Risks — Structure Risks — Because
the Notes Are Linked to the Performance of More Than One Underlying, There Is a Greater Risk of Contingent Coupons Not Being Paid
and of You Sustaining a Significant Loss on Your Investment,” “ — Your Return Will Be Based on the Individual Return
of Each Underlying,” and “— 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“ herein.
Past performance
of the Underlyings is not indicative of the future performance of the Underlyings.
|
Historical
Performance of the S&P 500® Index and the Russell 2000®
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. 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. 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 automatic 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 Underlyings 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 any 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 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 Proposals, 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 proposed paragraph 18.4(3)(b) of the Canadian Tax Act contained in the
revised proposals with respect to “hybrid mismatch arrangements” included in the proposals to amend the Canadian Tax
Act released by the Minister of Finance (Canada) on November 28, 2023 (the “Hybrid Mismatch Proposals”). Investors
should note that the Hybrid Mismatch Proposals are in draft 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 has agreed
to sell to the Agent, and the Agent has agreed 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 will 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 Was Not 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 was determined when the terms of the Notes were 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 is 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 Is Lower Than the Initial Issue Price (Price to Public) of the Notes” in this pricing supplement.
In the opinion of Blake, Cassels &
Graydon LLP, as Canadian counsel to the Bank, the issue and sale of the Notes has been duly authorized by all necessary corporate action
of the Bank in conformity with the indenture, and when the Notes have been duly executed, authenticated and issued in accordance with
the indenture, the Notes will be validly issued and, to the extent validity of the Notes is a matter governed by the laws of the Province
of Ontario or the federal laws of Canada applicable therein, will be valid obligations of the Bank, subject to applicable bankruptcy,
insolvency and other laws of general application affecting creditors’ rights, equitable principles, and subject to limitations
as to the currency in which judgments in Canada may be rendered, as prescribed by the Currency Act (Canada). This opinion is given
as of the date hereof and is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein. In addition,
this opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery of the indenture and
the genuineness of signature, and to such counsel’s reliance on the Bank and other sources as to certain factual matters, all as
stated in the opinion letter of such counsel dated June 6, 2023, which has been filed as Exhibit 5.2 to the Bank’s Registration
Statement on Form F-3 filed with the SEC on June 6, 2023.
In the opinion of Mayer Brown LLP, when
the Notes have been duly completed in accordance with the indenture and issued and sold as contemplated by this pricing supplement and
the accompanying underlying supplement, prospectus supplement and prospectus, the Notes will constitute valid and binding obligations
of the Bank, entitled to the benefits of the indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. This opinion
is given as of the date hereof and is limited to the laws of the State of New York. This opinion is subject to customary assumptions
about the Trustee’s authorization, execution and delivery of the indenture and such counsel’s reliance on the Bank and other
sources as to certain factual matters, all as stated in the legal opinion dated June 6, 2023, which has been filed as Exhibit 5.1
to the Bank’s Registration Statement on Form F-3 filed with the SEC on June 6, 2023.
Exhibit 107.1
The pricing supplement to which this Exhibit is attached is a final
prospectus for the related offering(s). The maximum aggregate offering price of the related offering(s) is $18,224,100.00.
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