Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
February 28 2025 - 5:08PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-272447
Canadian Imperial Bank of Commerce
Market
Linked Securities |
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Market
Linked Securities – Contingent Fixed Return and Fixed Percentage Buffered Downside
Principal at Risk
Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000®
Index due
October 5, 2027
Term
Sheet to Preliminary Pricing Supplement dated February 28, 2025 |
Summary of Terms
Issuer |
Canadian
Imperial Bank of Commerce (“CIBC”) |
Market
Measure |
The
lowest performing of the S&P 500® Index (Bloomberg ticker symbol “SPX”) and the Russell 2000®
Index (Bloomberg ticker symbol “RTY”) (each an “Index” and collectively the “Indices”) |
Face
Amount (Original Offering Price) |
The
principal amount of $1,000 per security |
Pricing
Date* |
March 31,
2025 |
Issue
Date* |
April 3,
2025 |
Calculation
Day* |
September 30,
2027 |
Stated
Maturity Date* |
October 5,
2027 |
Maturity
Payment Amount (per security) |
·
if the Ending Level of the Lowest Performing Index is greater than or equal to its Threshold Level:
$1,000 + Contingent
Fixed Return; or
· if
the Ending Level of the Lowest Performing Index is less than its Threshold Level: $1,000 +
[$1,000 × (Index Return of the Lowest Performing Index + Buffer Amount)] |
Contingent
Fixed Return |
At
least 23.50% of the face amount (at least $235.00 per security), to be determined on the Pricing Date |
Threshold
Level |
With
respect to each Index, 90.00% of its Starting Level |
Buffer
Amount |
10% |
Lowest
Performing Index |
The
Index with the lowest Index Return |
Index
Return |
With respect
to each Index, the percentage change from its Starting Level to its Ending Level, measured as follows: (Ending Level – Starting
Level) / Starting Level |
Starting
Level |
With
respect to each Index, its Closing Level on the Pricing Date |
Ending
Level |
With
respect to each Index, its Closing Level on the Calculation Day |
Calculation
Agent |
CIBC |
Denominations |
$1,000
and integral multiples of $1,000 in excess thereof |
Agent’s
Underwriting Discount and Other Fees |
Up
to 2.575%; dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may receive a selling concession of
up to 2.00% and WFA may receive a distribution expense fee of 0.075%. In addition, in respect of certain securities sold in this offering,
the Issuer may pay a fee of up to 0.20% per security to selected securities dealers in consideration for marketing and other services
in connection with the distribution of the securities to other securities dealers. |
CUSIP
/ ISIN |
13607XW94
/ US13607XW946 |
Material
Tax Consequences |
See
the preliminary pricing supplement |
*Subject to change |
Hypothetical Payout Profile**
**assumes a Contingent Fixed Return equal to the lowest possible Contingent
Fixed Return that will be determined on the Pricing Date
If the Ending Level of the Lowest Performing
Index is less than its Threshold Level, you will have 1-to-1 downside exposure to the decrease in the level of the Lowest Performing
Index in excess of 10% and will lose some, and possibly up to 90%, of the face amount of your securities at maturity.
Any positive return on the securities at maturity
will be limited to the Contingent Fixed Return, even if the Ending Level of the Lowest Performing Index significantly exceeds its Starting
Level; you will not participate in any appreciation of the Lowest Performing Index beyond the Contingent Fixed Return.
The Issuer’s estimated value of the
securities on the Pricing Date, based on the Issuer’s internal pricing models, is expected
to be at least $931.70 per security but less than the original offering price. The estimated value of the securities is not an indication
of actual profit to the Issuer or to any of the Issuer’s affiliates, nor is it an indication of the price, if any, at which
Wells Fargo Securities, LLC (“Wells Fargo Securities”) or any other person may be willing to buy the securities from you
at any time after issuance. See “The Estimated Value of the Securities” in the accompanying preliminary pricing supplement.
Preliminary Pricing Supplement: https://www.sec.gov/Archives/edgar/data/1045520/000110465925019192/tm255153d63_424b2.htm
The
securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt
securities. See “Selected Risk Considerations” in this term sheet and beginning on page PRS-7 of the accompanying
preliminary pricing supplement, and “Risk Factors” beginning on page S-1 of the underlying supplement, page S-1
of the prospectus supplement and page 1 of the prospectus.
This introductory
term sheet does not provide all of the information that an investor should consider prior to making an investment decision.
Investors
should carefully review the accompanying preliminary pricing supplement, product supplement, underlying supplement, prospectus supplement
and prospectus before making a decision to invest in the securities. If the terms described in the preliminary pricing supplement are
inconsistent with those described herein, the terms described in the preliminary pricing supplement will control.
NOT A BANK DEPOSIT AND NOT INSURED
BY THE CANADA DEPOSIT INSURANCE CORPORATION, THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY
Selected Risk Considerations
The risks set forth below are discussed in detail
in the “Selected Risk Considerations” section in the accompanying preliminary pricing supplement and the “Risk Factors”
section in the accompanying underlying supplement, prospectus supplement and prospectus. Please review those risk disclosures carefully.
Risks Relating To The Structure Of The Securities
| · | If
The Ending Level Of The Lowest Performing Index Is Less Than Its Threshold Level, You Will
Lose Some, And Possibly Up To 90%, Of The Face Amount Of Your Securities At Maturity. |
| · | Your
Return Will Be Limited To The Contingent Fixed Return And May Be Lower Than The Return
On A Direct Investment In The Securities Included In Any Index. |
| · | The
Securities Are Subject To The Full Risks Of Each Index And Will Be Negatively Affected If
Any Index Performs Poorly, Even If The Other Index Performs Favorably. |
| · | Your
Return On The Securities Will Depend Solely On The Performance Of The Lowest Performing Index
On The Calculation Day, And You Will Not Benefit In Any Way From The Performance Of The Better
Performing Index. |
| · | You
Will Be Subject To Risks Resulting From The Relationship Between The Indices. |
| · | No
Periodic Interest Will Be Paid On The Securities. |
| · | The
Stated Maturity Date May Be Postponed If The Calculation Day Is Postponed. |
Risk Relating To The
Credit Risk Of CIBC
| · | The
Securities Are Subject To The Credit Risk Of Canadian Imperial Bank of Commerce. |
Risks Relating To The Estimated Value Of The
Securities And Any Secondary Market
| · | Our
Estimated Value Of The Securities Will Be Lower Than The Original Offering Price Of The Securities. |
| · | Our
Estimated Value Does Not Represent Future Values Of The Securities And May Differ From
Others’ Estimates. |
| · | Our
Estimated Value Is Not Determined By Reference To Credit Spreads For Our Conventional Fixed-Rate
Debt. |
· | The
Estimated Value Of The Securities Will Not Be An Indication Of The Price, If Any, At
Which Wells Fargo Securities Or Any Other Person May Be Willing To Buy The Securities
From You In The Secondary Market. |
· | The
Value Of The Securities Prior To Maturity Will Be Affected By Numerous Factors, Some Of Which
Are Related In Complex Ways. |
· | The
Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market
For The Securities To Develop. |
Risks Relating To The Indices
· | An
Investment In The Securities Is Subject To Risks Associated With Investing In Stocks With
A Small Market Capitalization. |
Risks Relating To Conflicts Of Interest
· | We
Or One Of Our Affiliates Will Be The Calculation Agent And, As A Result, Potential Conflicts
Of Interest Could Arise. |
· | Our
Economic Interests And Those Of Any Dealer Participating In The Offering Of Securities Will
Potentially Be Adverse To Your Interests. |
Risks Relating To Tax
· | The
U.S. Federal Tax Consequences Of An Investment In The Securities Are Unclear. |
· | There
Can Be No Assurance That The Canadian Federal Income Tax Consequences Of An Investment In
The Securities Will Not Change In The Future. |
The Issuer has filed a registration
statement (including a prospectus, a prospectus supplement, an underlying supplement and a product supplement) with the Securities and
Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read
the prospectus, the prospectus supplement, the underlying supplement and the product supplement in that registration statement and other
documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents
for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, any agent or any dealer participating in the offering will
arrange to send you the prospectus, the prospectus supplement, the underlying supplement and the product supplement if you request them
by calling your financial advisor or by calling Wells Fargo Securities at 866-346-7732.
Wells Fargo Advisors is a trade
name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers
and non-bank affiliates of Wells Fargo & Company.
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