Filed Pursuant to Rule 424(b)(2)
Registration No. 333-257113
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PRICING SUPPLEMENT dated December 6, 2022
(To Equity Index Underlying Supplement dated September 2,
2021,
Prospectus Supplement dated September 2, 2021 and
Prospectus dated September 2, 2021)
|
 |
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Canadian Imperial Bank of Commerce
$1,196,000
Senior Global Medium-Term Notes
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due
November 20, 2024
|
The notes do not bear interest. The amount that you will be
paid on your notes on the stated maturity date (November 20,
2024, subject to adjustment) is based on the performance of the
S&P 500® Index (the “underlier”) as measured from
the trade date to and including the determination date
(November 18, 2024, subject to adjustment). If the final
underlier level on the determination date is greater than
the initial underlier level (3,941.26, which was the closing level
of the underlier on the trade date), the return on your notes will
be positive, subject to the maximum settlement amount ($1,299.44
for each $1,000 principal amount of your notes). If the final
underlier level declines by up to 20.00% from the initial underlier
level, you will receive the principal amount of your notes. If
the final underlier level declines by more than 20.00% from the
initial underlier level, the return on your notes will be negative.
You could lose your entire investment in the notes.
To determine your payment at maturity, we will calculate the
underlier return, which is the percentage increase or decrease in
the final underlier level from the initial underlier level. On the
stated maturity date, for each $1,000 principal amount of your
notes, you will receive an amount in cash equal to:
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· |
if the underlier return
is positive (i.e. the final underlier level is greater
than the initial underlier level), the sum of
(i) $1,000 plus (ii) the product of
(a) $1,000 times (b) 1.9 times (c) the
underlier return, subject to the maximum settlement amount;
or |
|
· |
if the underlier return
is zero or negative but not below -20.00%
(i.e. the final underlier level is equal to or less
than the initial underlier level, but not by more than 20.00%),
$1,000; or |
|
· |
if the underlier return
is negative and is below -20.00% (i.e. the final
underlier level is less than the initial underlier level by
more than 20.00%), the sum of (i) $1,000 plus
(ii) the product of (a) 1.25 times
(b) the sum of the underlier return plus 20.00%
times (c) $1,000. This amount will be less than
$1,000 and may be zero. |
The notes have complex features and investing in the notes
involves risks not associated with an investment in conventional
debt securities. See “Additional Risk Factors Specific to Your
Notes” beginning on page PRS-8 of this Pricing Supplement and
“Risk Factors” beginning on page S-1 of the accompanying
Underlying Supplement.
Our estimated value of the notes on the trade date, based on our
internal pricing models, is $997.50 per note. The estimated value
is less than the initial issue price of the notes. See “The Bank’s
Estimated Value of the Notes” in this Pricing Supplement.
|
|
Initial
Issue Price |
Price
to Public |
Agent’s
Commission |
Proceeds
to Issuer |
|
Per
Note |
$1,000 |
100% |
0% |
100% |
|
Total |
$1,196,000 |
$1,196,000 |
$0 |
$1,196,000 |
The notes are unsecured obligations of Canadian Imperial Bank of
Commerce and all payments on the notes are subject to the credit
risk of Canadian Imperial Bank of Commerce. The notes will not
constitute deposits insured by the Canada Deposit Insurance
Corporation, the U.S. Federal Deposit Insurance Corporation or any
other government agency or instrumentality of Canada, the United
States or any other jurisdiction. The notes are not bail-inable
debt securities (as defined on page 6 of the Prospectus). The
notes will not be listed on any U.S. securities exchange.
Neither the United States Securities and Exchange Commission
(the “SEC”) nor any state or provincial securities commission has
approved or disapproved of these securities 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 issue price, agent’s commission and net proceeds listed above
relate to the notes we will sell initially. We may decide to sell
additional notes after the trade date, at issue prices and with
agent’s commissions and net proceeds that differ from the amounts
set forth above. The return (whether positive or negative) on your
investment will depend in part on the issue price you pay for your
notes.
CIBC World Markets Corp. or one of our other affiliates may use
this Pricing Supplement in a market-making transaction in a note
after its initial sale. Unless we or our agent informs the
purchaser otherwise in the confirmation of sale, this Pricing
Supplement is being used in a market-making transaction.
We will deliver the notes in book-entry form through the
facilities of The Depository Trust Company (“DTC”) on
December 13, 2022 against payment in immediately available
funds.
CIBC Capital Markets
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
ABOUT THIS PRICING SUPPLEMENT
You should read this Pricing Supplement together with the
Prospectus dated September 2, 2021 (the “Prospectus”), the
Prospectus Supplement dated September 2, 2021 (the “Prospectus
Supplement”) and the Equity Index Underlying Supplement dated
September 2, 2021 (the “Underlying Supplement”), each relating
to our Senior Global Medium-Term Notes, for additional information
about the notes. Information in this Pricing Supplement supersedes
information in the accompanying Underlying Supplement, Prospectus
Supplement and Prospectus to the extent it is different from that
information. Certain defined terms used but not defined herein have
the meanings set forth in the accompanying Underlying Supplement,
Prospectus Supplement or Prospectus.
You should rely only on the information contained in or
incorporated by reference in this Pricing Supplement and the
accompanying Underlying Supplement, Prospectus Supplement and
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, Prospectus
Supplement and Prospectus, and in the documents referred to in
these documents and which are made available to the public. We have
not, and CIBC World Markets Corp. (“CIBCWM”) has 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 are not, and CIBCWM is 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, Prospectus Supplement or 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,
Prospectus Supplement or Prospectus constitutes an offer, or an
invitation on our behalf or on behalf of CIBCWM, to subscribe for
and purchase any of the notes and may not be used for or in
connection with an offer or solicitation by anyone in any
jurisdiction in which such an offer or solicitation is not
authorized or to any person to whom it is unlawful to make such an
offer or solicitation.
References to “CIBC,” “the Issuer,” “the Bank,” “we,” “us” and
“our” in this Pricing Supplement are references to Canadian
Imperial Bank of Commerce and not to any of our subsidiaries,
unless we state otherwise or the context otherwise requires.
You may access the accompanying Underlying Supplement, Prospectus
Supplement and 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):
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· |
Underlying Supplement
dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112442/tm2123981d23_424b5.htm
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· |
Prospectus Supplement
dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112440/tm2123981d29_424b5.htm
|
· |
Prospectus dated
September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112558/tm2123981d24_424b3.htm
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
SUMMARY INFORMATION
|
We
refer to the notes we are offering by this Pricing Supplement as
the “offered notes” or the “notes”. Each of the offered notes has
the terms described below. Terms used but not defined in this
Pricing Supplement have the meanings set forth in the accompanying
Underlying Supplement, Prospectus Supplement or Prospectus. This
section is meant as a summary and should be read in conjunction
with the accompanying Prospectus, Prospectus Supplement and
Underlying Supplement. This Pricing Supplement supersedes any
conflicting provisions of the documents listed
above. |
Key Terms
Issuer: Canadian
Imperial Bank of Commerce
Underlier: The S&P
500® Index (Bloomberg symbol, “SPX Index”), as published
by S&P Dow Jones Indices LLC
Specified currency:
U.S. dollars (“$”)
Principal amount: Each
note will have a principal amount of $1,000; $1,196,000 in the
aggregate for all the offered notes; the aggregate principal amount
of the offered notes may be increased if the Issuer, at its sole
option, decides to sell an additional amount of the offered notes
on a date subsequent to the trade date.
Minimum investment:
$1,000 (one note)
Denominations: $1,000
and integral multiples of $1,000 in excess thereof
Purchase at amount other than
principal amount: The amount we will pay you on the
stated maturity date for your notes will not be adjusted based on
the issue price you pay for your notes, so if you acquire notes at
a premium (or a discount) to principal amount and hold them to the
stated maturity date, it could affect your investment in a number
of ways. The return on your investment in such notes will be lower
(or higher) than it would have been had you purchased the notes at
principal amount. Also, the stated buffer level would not offer the
same measure of protection to your investment as would be the case
if you had purchased the notes at principal amount. Additionally,
the cap level would be triggered at a lower (or higher) percentage
return than indicated below, relative to your initial investment.
See “Additional Risk Factors Specific to Your Notes — If You
Purchase Your Notes at a Premium to Principal Amount, the Return on
Your Investment Will Be Lower Than the Return on Notes Purchased at
Principal Amount and the Impact of Certain Key Terms of the Notes
Will Be Negatively Affected” in this Pricing Supplement.
Cash settlement amount (on the
stated maturity date): For each $1,000 principal amount
of your notes, we will pay you on the stated maturity date an
amount in cash equal to:
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· |
if the final underlier
level is greater than or equal to the cap level, the
maximum settlement amount; |
|
· |
if the final underlier
level is greater than the initial underlier level but
less than the cap level, the sum of (i) $1,000
plus (ii) the product of (a) $1,000
times (b) the upside participation rate times
(c) the underlier return; |
|
· |
if the final underlier
level is equal to or less than the initial underlier
level but greater than or equal to the buffer level,
$1,000; or |
|
· |
if the final underlier
level is less than the buffer level, the sum of
(i) $1,000 plus (ii) the product of
(a) the buffer rate times (b) the sum of
the underlier return plus the buffer amount times
(c) $1,000. In this case, the cash settlement amount will
be less than the principal amount of the notes, and you will lose
some or all of the principal amount. |
Upside participation
rate: 190.00%
Cap level: 115.76% of
the initial underlier level
Maximum settlement
amount: $1,299.44 per note
Buffer level: 80.00% of
the initial underlier level
Buffer amount:
20.00%
Buffer rate: The
quotient of the initial underlier level divided by
the buffer level, which equals 125.00%
Initial underlier
level: 3,941.26, which was the closing level of the
underlier on the trade date
Final underlier level:
The closing level of the underlier on the determination date
Underlier return: The
quotient of (1) the final underlier level minus
the initial underlier level divided by (2) the initial
underlier level, expressed as a positive or negative percentage
Trade date:
December 6, 2022
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
Original issue date (settlement
date): December 13, 2022
Determination date:
November 18, 2024, subject to adjustment as described under
“Certain Terms of the Notes—Valuation Dates” in the accompanying
Underlying Supplement.
Stated maturity date:
November 20, 2024, subject to adjustment as described under
“Certain Terms of the Notes—Interest Payment Dates, Coupon Payment
Dates, Call Payment Dates and Maturity Date” in the accompanying
Underlying Supplement.
Market disruption
event: With respect to any given trading day, any of the
following will be a market disruption event with respect to the
underlier:
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· |
a suspension, absence
or material limitation of trading in underlier stocks (as defined
below) constituting 20% or more, by weight, of the underlier on
their respective primary markets, in each case for more than two
consecutive hours of trading or during the one-half hour before the
close of trading in that market, as determined by the calculation
agent in its sole discretion, |
|
· |
a suspension, absence
or material limitation of trading in option or futures contracts,
if available, relating to the underlier or to underlier stocks
constituting 20% or more, by weight, of the underlier in their
respective primary markets for those contracts, in each case for
more than two consecutive hours of trading or during the one-half
hour before the close of trading in that market, as determined by
the calculation agent in its sole discretion, or |
|
· |
underlier stocks
constituting 20% or more, by weight, of the underlier, or option or
futures contracts, if available, relating to the underlier or to
underlier stocks constituting 20% or more, by weight, of the
underlier do not trade on what were the respective primary markets
for those underlier stocks or contracts, as determined by the
calculation agent in its sole discretion, |
and, in the case of any of these events, the calculation agent
determines in its sole discretion that the event could materially
interfere with the ability of us or any of our affiliates or a
similarly situated party to unwind all or a material portion of a
hedge that could be effected with respect to the notes. For more
information about hedging by us and/or any of our affiliates, see
“Use of Proceeds and Hedging” in the accompanying Underlying
Supplement.
The following events will not be market disruption events with
respect to the underlier:
|
· |
a limitation on the
hours or numbers of days of trading, but only if the limitation
results from an announced change in the regular business hours of
the relevant market, and |
|
· |
a decision to
permanently discontinue trading in the option or futures contracts
relating to the underlier or to any underlier stock. |
For this purpose, an “absence of trading” in the primary securities
market on which an underlier stock, or on which option or futures
contracts, if available, relating to the underlier or to any
underlier stock are traded will not include any time when that
market is itself closed for trading under ordinary circumstances.
In contrast, a suspension or limitation of trading in an underlier
stock or in option or futures contracts, if available, relating to
the underlier or to any underlier stock in the primary market for
that stock or those contracts, by reason of:
|
· |
a price change
exceeding limits set by that market, |
|
· |
an imbalance of orders
relating to that underlier stock or those contracts, or |
|
· |
a disparity in bid and
ask quotes relating to that underlier stock or those
contracts, |
will constitute a suspension or material limitation of trading in
that underlier stock or those contracts in that market.
Closing level: As
described under “Certain Terms of the Notes –– Certain Definitions
–– Closing Level” in the accompanying Underlying Supplement
No listing: The offered
notes will not be listed on any securities exchange
Calculation agent:
Canadian Imperial Bank of Commerce. We may appoint a different
calculation agent without your consent and without notifying
you
CUSIP / ISIN: 13607XE45
/ US13607XE456
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
SUPPLEMENTAL TERMS OF THE NOTES
For purposes of the notes offered by this Pricing Supplement, all
references to each of the following terms used in the accompanying
Underlying Supplement will be deemed to refer to the corresponding
term used in this Pricing Supplement, as set forth in the table
below:
| Underlying
Supplement Term |
Pricing
Supplement Term |
| Final
Valuation Date |
determination
date |
| maturity
date |
stated
maturity date |
| Reference
Asset |
underlier |
| Index
Sponsor |
underlier
sponsor |
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
HYPOTHETICAL EXAMPLES
The following table and chart are provided for purposes of
illustration only. They should not be taken as an indication or
prediction of future investment results and merely are intended to
illustrate the impact that the various hypothetical final underlier
levels on the determination date could have on the cash settlement
amount at maturity assuming all other variables remain
constant.
The examples below are based on a range of final underlier levels
that are entirely hypothetical; the underlier level on any day
throughout the life of the notes, including the final underlier
level on the determination date, cannot be predicted. The underlier
has been highly volatile in the past — meaning that the underlier
level has changed considerably in relatively short periods — and
its performance cannot be predicted for any future period.
The information in the following examples reflects hypothetical
rates of return on the offered notes assuming that they are
purchased on the original issue date at the principal amount and
held to the stated maturity date. If you sell your notes in a
secondary market prior to the stated maturity date, your return
will depend upon the market value of your notes at the time of
sale, which may be affected by a number of factors that are not
reflected in the table below, such as interest rates, the
volatility of the underlier and the creditworthiness of CIBC. In
addition, the estimated value of your notes at the time the terms
of your notes were set on the trade date (as determined by
reference to pricing models used by CIBC) is less than the original
issue price of your notes. For more information on the estimated
value of your notes, see “Additional Risk Factors Specific to Your
Notes — The Bank’s Estimated Value of the Notes Is Lower Than the
Original Issue Price (Price to Public) of the Notes” in this
Pricing Supplement and “The Bank’s Estimated Value of the Notes” in
this Pricing Supplement. The information in the following
hypothetical examples also reflects the key terms and assumptions
in the box below.
|
Key
Terms and Assumptions |
|
Principal
amount |
$1,000 |
|
Upside
participation rate |
190.00% |
|
Cap
level |
115.76%
of the initial underlier level |
|
Maximum
settlement amount |
$1,299.44
per note |
|
Buffer
level |
80.00%
of the initial underlier level |
|
Buffer
rate |
125.00% |
|
Buffer
amount |
20.00% |
|
Neither a market disruption event nor a non-trading day occurs on
the originally scheduled determination date
No change in or affecting any of the underlier stocks or the method
by which the underlier sponsor calculates the underlier
Notes purchased on original issue date at the principal amount and
held to the stated maturity date
|
The actual performance of the underlier over the life of your
notes, as well as the cash settlement amount payable at maturity,
if any, may bear little relation to the hypothetical examples shown
below or to the historical underlier levels shown elsewhere in this
Pricing Supplement. For information about the historical levels of
the underlier during recent periods, see “The Underlier —
Historical Closing Levels of the Underlier” below. Before investing
in the offered notes, you should consult publicly available
information to determine the levels of the underlier between the
date of this Pricing Supplement and the date of your purchase of
the offered notes.
Also, the hypothetical examples shown below do not take into
account the effects of applicable taxes. Because of the U.S. tax
treatment applicable to your notes, tax liabilities could affect
the after-tax rate of return on your notes to a comparatively
greater extent than the after-tax return on the underlier
stocks.
The levels in the left column of the table below represent
hypothetical final underlier levels and are expressed as
percentages of the initial underlier level. The amounts in the
right column represent the hypothetical cash settlement amounts,
based on the corresponding hypothetical final underlier level, and
are expressed as percentages of the principal amount of a note
(rounded to the nearest one-thousandth of a percent). Thus, a
hypothetical cash settlement amount of 100.000% means that the
value of the cash payment that we would deliver for each $1,000 of
the outstanding principal amount of the offered notes on the stated
maturity date would equal 100.000% of the principal amount of a
note, based on the corresponding hypothetical final underlier level
and the assumptions noted above.
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
|
Hypothetical Final
Underlier Level
(as
Percentage of Initial Underlier Level)
|
Hypothetical Cash
Settlement Amount
(as
Percentage of Principal Amount)
|
| 200.000% |
129.944% |
| 175.000% |
129.944% |
| 150.000% |
129.944% |
| 125.000% |
129.944% |
| 115.760% |
129.944% |
| 108.000% |
115.200% |
| 106.000% |
111.400% |
| 103.000% |
105.700% |
| 100.000% |
100.000% |
| 96.000% |
100.000% |
| 90.000% |
100.000% |
| 85.000% |
100.000% |
| 80.000% |
100.000% |
| 75.000% |
93.750% |
| 50.000% |
62.500% |
| 25.000% |
31.250% |
| 0.000% |
0.000% |
If, for example, the final underlier level were determined to be
25.000% of the initial underlier level, the cash settlement amount
that we would deliver on your notes at maturity would be 31.250% of
the principal amount of your notes, as shown in the table above. As
a result, if you purchased your notes on the original issue date at
the principal amount and held them to the stated maturity date, you
would lose 68.750% of your investment (if you purchased your notes
at a premium to principal amount you would lose a correspondingly
higher percentage of your investment). If the final underlier level
were determined to be 0.000% of the initial underlier level, you
would lose your entire investment in the notes. In addition, if the
final underlier level were determined to be 200.000% of the initial
underlier level, the cash settlement amount that we would deliver
on your notes at maturity would be capped at the maximum settlement
amount, or 129.944% of each $1,000 principal amount of your notes,
as shown in the table above. As a result, if you held your notes to
the stated maturity date, you would not benefit from any increase
in the final underlier level over 115.760% of the initial underlier
level.
The following chart shows a graphical illustration of the
hypothetical cash settlement amounts that we would pay on your
notes on the stated maturity date, if the final underlier level
were any of the hypothetical levels shown on the horizontal axis.
The hypothetical cash settlement amounts in the chart are expressed
as percentages of the principal amount of your notes and the
hypothetical final underlier levels are expressed as percentages of
the initial underlier level. The chart shows that any hypothetical
final underlier level of less than 80.000% (the section left of the
80.000% marker on the horizontal axis) would result in a
hypothetical cash settlement amount of less than 100.000% of the
principal amount of your notes (the section below the 100.000%
marker on the vertical axis) and, accordingly, in a loss of
principal to the holder of the notes. The chart also shows that any
hypothetical final underlier level of greater than or equal to
115.760% (the section right of the 115.760% marker on the
horizontal axis) would result in a capped return on your
investment.
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
The cash settlement amounts at maturity shown above are entirely
hypothetical; they are based on market prices for the underlier
stocks that may not be achieved on the determination date and on
assumptions that may prove to be erroneous. The actual market value
of your notes on the stated maturity date or at any other time,
including any time you may wish to sell your notes, may bear little
relation to the hypothetical cash settlement amounts at maturity
shown above, and these amounts should not be viewed as an
indication of the financial return on an investment in the offered
notes. The hypothetical cash settlement amounts on notes held to
the stated maturity date in the examples above assume you purchased
your notes at their principal amount and have not been adjusted to
reflect the actual issue price you pay for your notes. The return
on your investment (whether positive or negative) in your notes
will be affected by the amount you pay for your notes. If you
purchase your notes for a price other than the principal amount,
the return on your investment will differ from, and may be
significantly lower than, the hypothetical returns suggested by the
above examples. Please read “Risk Factors— Market Valuation Risks—
The market value of the notes will be affected by various factors
that interrelate in complex ways, and their market value may be
less than the principal amount” in the accompanying Underlying
Supplement.
Payments on the notes are economically equivalent to the amounts
that would be paid on a combination of other instruments. For
example, payments on the notes are economically equivalent to a
combination of an interest-bearing bond bought by the holder and
one or more options entered into between the holder and us (with
one or more implicit option premiums paid over time). The
discussion in this paragraph does not modify or affect the terms of
the notes or the U.S. federal income tax treatment of the notes, as
described elsewhere in this Pricing Supplement.
|
We
cannot predict the actual final underlier level or what the market
value of your notes will be on any particular trading day, nor can
we predict the relationship between the underlier level and the
market value of your notes at any time prior to the stated maturity
date. The actual amount that you will receive, if any, at maturity
and the rate of return on the offered notes will depend on the
actual final underlier level determined by the calculation agent as
described above. Moreover, the assumptions on which the
hypothetical returns are based may turn out to be inaccurate.
Consequently, the amount of cash to be paid in respect of your
notes, if any, on the stated maturity date may be very different
from the information reflected in the table and chart
above. |
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES
|
An
investment in your notes is subject to the risks described below,
as well as the risks and considerations described under “Risk
Factors” in the accompanying Prospectus, Prospectus Supplement and
Underlying Supplement. You should carefully review these risks and
considerations as well as the terms of the notes described herein
and in the accompanying Prospectus, Prospectus Supplement and
Underlying Supplement. Your notes are a riskier investment than
ordinary debt securities. Also, your notes are not equivalent to
investing directly in the underlier stocks, i.e., the stocks
comprising the underlier to which your notes are linked. You should
carefully consider whether the offered notes are suited to your
particular circumstances. |
Structure Risks
You May Lose Your Entire Investment in the Notes
You may lose your entire investment in the notes. The cash payment
on your notes, if any, on the stated maturity date will be based on
the performance of the underlier as measured from the initial
underlier level to the closing level on the determination date. If
the final underlier level is less than the buffer level, you will
lose, for each $1,000 of the principal amount of your notes, an
amount equal to the product of (i) the buffer rate times
(ii) the sum of the underlier return plus the buffer amount
times (iii) $1,000. Thus, you may lose your entire investment
in the notes, which would include any premium to principal amount
you paid when you purchased the notes.
Also, the market price of your notes prior to the stated maturity
date may be significantly lower than the purchase price you pay for
your notes. Consequently, if you sell your notes before the stated
maturity date, you may receive significantly less than the amount
of your investment in the notes.
The Potential for the Value of Your Notes to Increase Will Be
Limited by the Maximum Settlement Amount
Your ability to participate in any change in the value of the
underlier over the life of your notes will be limited because of
the cap level. The maximum settlement amount will limit the cash
settlement amount you may receive for each of your notes at
maturity, no matter how much the level of the underlier may rise
beyond the cap level over the life of your notes. Accordingly, the
amount payable for each of your notes may be significantly less
than it would have been had you invested directly in the underlier
stocks.
The Amount Payable on Your Notes Is Not Linked to the Level of
the Underlier at Any Time Other than the Determination Date
The final underlier level will be the closing level of the
underlier on the determination date (subject to adjustment as
described in the accompanying Underlying Supplement). Therefore, if
the closing level of the underlier dropped precipitously on the
determination date, the cash settlement amount for your notes may
be significantly less than it would have been had the cash
settlement amount been linked to the closing level of the underlier
prior to such drop in the level of the underlier. Although the
actual level of the underlier on the stated maturity date or at
other times during the life of your notes may be higher than the
final underlier level, you will not benefit from the closing level
of the underlier at any time other than on the determination
date.
Your Notes Do Not Bear Interest
You will not receive any interest payments on your notes. As a
result, even if the cash settlement amount payable for your notes
on the stated maturity date exceeds the principal amount of your
notes, the overall return you earn on your notes may be less than
you would have earned by investing in a non-index-linked debt
security of comparable maturity that bears interest at a prevailing
market rate.
Underlier Risks
You Have No Shareholder Rights or Rights to Receive Any
Underlier Stock
Investing in the notes will not make you a holder of any of the
underlier stocks. Neither you nor any other holder or owner of the
notes will have any rights with respect to the underlier stocks,
including any voting rights, any right to receive dividends or
other distributions, any rights to make a claim against the
underlier stocks or any other rights of a holder of the underlier
stocks. Your notes will be paid in cash and you will have no right
to receive delivery of any underlier stocks.
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
We Cannot Control Actions By Any of the Unaffiliated Companies
Whose Securities Are Included in the Underlier
Actions by any company whose securities are included in the
underlier may have an adverse effect on the price of its security,
the final underlier level and the value of the notes. These
companies will not be involved in the offering of the notes and
will have no obligations with respect to the notes, including any
obligation to take our or your interests into consideration for any
reason. These companies will not receive any of the proceeds of the
offering of the notes and will not be responsible for, and will not
have participated in, the determination of the timing of, prices
for, or quantities of, the notes to be issued. These companies will
not be involved with the administration, marketing or trading of
the notes and will have no obligations with respect to the cash
settlement amount to be paid to you at maturity.
We and Our Respective Affiliates Have No Affiliation with the
Underlier Sponsor and Have Not Independently Verified Its Public
Disclosure of Information
We and our respective affiliates are not affiliated in any way with
the underlier sponsor and have no ability to control or predict its
actions, including any errors in or discontinuation of disclosure
regarding the methods or policies relating to the calculation of
the underlier. We have derived the information about the underlier
sponsor and the underlier contained herein from publicly available
information, without independent verification. You, as an investor
in the notes, should make your own investigation into the underlier
and the underlier sponsor. The underlier sponsor is not involved in
the offering of the notes made hereby in any way and has no
obligation to consider your interest as an owner of notes in taking
any actions that might affect the value of the notes.
The Historical Performance of the Underlier Should Not Be Taken
as an Indication of Its Future Performance
The final underlier level will determine the amount to be paid on
the notes at maturity. The historical performance of the underlier
does not necessarily give an indication of its future performance.
As a result, it is impossible to predict whether the level of the
underlier will rise or fall during the term of the notes. The level
of the underlier will be influenced by complex and interrelated
political, economic, financial and other factors.
Conflicts of Interest
Certain Business, Trading and Hedging Activities of Us, the
Agent, and Our Other Affiliates May Create Conflicts with Your
Interests and Could Potentially Adversely Affect the Value of the
Notes
We, the agent, and our other affiliates may engage in trading and
other business activities related to the underlier or any
securities included in the underlier that are not for your account
or on your behalf. We, the agent, and our other affiliates also may
issue or underwrite other financial instruments with returns based
upon the underlier. These activities may present a conflict of
interest between your interest in the notes and the interests that
we, the agent, and our other affiliates may have in our or their
proprietary accounts, in facilitating transactions, including block
trades, for our or their other customers, and in accounts under our
or their management. These trading and other business activities,
if they affect the level of the underlier or secondary trading in
your notes, could be adverse to your interests as a beneficial
owner of the notes.
Moreover, we and our affiliates play a variety of roles in
connection with the issuance of the notes, including hedging our
obligations under the notes and making the assumptions and inputs
used to determine the pricing of the notes and the initial
estimated value of the notes when the terms of the notes are set.
We expect to hedge our obligations under the notes through the
agent, one of our other affiliates, and/or another unaffiliated
counterparty, which may include any dealer from which you purchase
the notes. Any of these hedging activities may adversely affect the
level of the underlier and therefore the market value of the notes
and the amount you will receive, if any, on the notes. In
connection with such activities, the economic interests of us, the
agent, and our other affiliates may be adverse to your interests as
an investor in the notes. Any of these activities may adversely
affect the value of the notes. In addition, because hedging our
obligations entails risk and may be influenced by market forces
beyond our control, this hedging activity may result in a profit
that is more or less than expected, or it may result in a loss. We,
the agent, one or more of our other affiliates or any unaffiliated
counterparty will retain any profits realized in hedging our
obligations under the notes even if investors do not receive a
favorable investment return under the terms of the notes or in any
secondary market transaction. Any profit in connection with such
hedging activities will be in addition to any other compensation
that we, the agent, our other affiliates or any unaffiliated
counterparty receive for the sale of the notes, which creates an
additional incentive to sell the notes to you. We, the agent, our
other affiliates or any unaffiliated counterparty will have no
obligation to take, refrain from taking or cease taking any action
with respect to these transactions based on the potential effect on
an investor in the notes.
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
There Are Potential Conflicts of Interest Between You and the
Calculation Agent
The calculation agent will, among other things, determine the cash
settlement amount payable at maturity of the notes. We will serve
as the calculation agent. We may appoint a different calculation
agent without your consent and without notifying you. The
calculation agent will exercise its judgment when performing its
functions. For example, the calculation agent may have to determine
whether a market disruption event affecting the underlier has
occurred. 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
or a similarly situated party to unwind our hedge positions. Since
this determination by the calculation agent will affect the payment
at maturity on the notes, the calculation agent may have a conflict
of interest if it needs to make a determination of this kind. See
“Certain Terms of the Notes — Role of the Calculation Agent” in the
accompanying Underlying Supplement.
Tax Risks
The U.S. Federal Tax Consequences of An Investment in the Notes
Are Unclear
There is no direct legal authority regarding the proper U.S.
federal tax treatment of the notes, and we do not plan to request a
ruling from the U.S. Internal Revenue Service (the “IRS”).
Consequently, significant aspects of the tax treatment of the notes
are uncertain, and the IRS or a court might not agree with the
treatment of the notes as prepaid cash-settled derivative
contracts. If the IRS were successful in asserting an alternative
treatment of the notes, the tax consequences of the ownership and
disposition of the notes might be materially and adversely
affected. The U.S. Treasury Department and the IRS released a
notice requesting comments on various issues regarding the U.S.
federal income tax treatment of “prepaid forward contracts” and
similar instruments. See “Material U.S. Federal Income Tax
Consequences” in the accompanying Underlying Supplement. Any
Treasury regulations or other guidance promulgated after
consideration of these issues could materially and adversely affect
the tax consequences of an investment in the notes, including the
character and timing of income or loss and the degree, if any, to
which income realized by non-U.S. persons should be subject to
withholding tax, possibly with retroactive effect. Both U.S. and
non-U.S. persons considering an investment in the notes should
review carefully the section of the accompanying Underlying
Supplement entitled “Material U.S. Federal Income Tax Consequences”
and consult their tax advisers regarding the U.S. federal tax
consequences of an investment in the notes (including possible
alternative treatments and the issues presented by the notice), as
well as tax consequences arising under the laws of any state, local
or non-U.S. taxing jurisdiction.
There Can Be No Assurance that the Canadian Federal Income Tax
Consequences of an Investment in the Notes Will Not Change in the
Future
There can be no assurance that Canadian federal income tax laws,
the judicial interpretation thereof, or the administrative policies
and assessing practices of the Canada Revenue Agency will not be
changed in a manner that adversely affects investors. For a
discussion of the Canadian federal income tax consequences of
investing in the notes, please read the section of this Pricing
Supplement entitled “Certain Canadian Federal Income Tax
Considerations” as well as the section entitled “Material Income
Tax Consequences — Canadian Taxation” in the accompanying
Prospectus. You should consult your tax advisor with respect to
your own particular situation.
General Risks
The Notes Are Subject to the Credit Risk of the Bank
Although the return on the notes will be based on the performance
of the underlier, the payment of any amount due on the notes is
subject to the credit risk of the Bank, as issuer of the notes. The
notes are our unsecured obligations. As further described in the
accompanying Prospectus and Prospectus Supplement, the notes will
rank on par with all of the other unsecured and unsubordinated debt
obligations of the Bank, except such obligations as may be
preferred by operation of law. Investors are dependent on our
ability to pay all amounts due on the notes, and therefore
investors are subject to our credit risk and to changes in the
market’s view of our creditworthiness. See “Description of Senior
Debt Securities — Ranking” in the accompanying Prospectus.
The Bank’s Estimated Value of the Notes Is Lower Than the
Original Issue Price (Price to Public) of the Notes
The Bank’s estimated value is only an estimate using several
factors. The original issue price of the notes exceeds the Bank’s
estimated value because costs associated with selling and
structuring the notes, as well as hedging the notes, are included
in the original issue price of the notes. See “The Bank’s Estimated
Value of the Notes” in this Pricing Supplement.
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
The Bank’s Estimated Value Does Not Represent Future Values of
the Notes and May Differ from Others’ Estimates
The Bank’s estimated value of the notes 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 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 than or less than the Bank’s 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 value of the notes could change significantly
based on, among other things, changes in market conditions, our
creditworthiness, interest rate movements and other relevant
factors, which may impact the price, if any, at which CIBCWM or any
other person would be willing to buy notes from you in secondary
market transactions. See “The Bank’s Estimated Value of the Notes”
in this Pricing Supplement.
The Bank’s Estimated Value 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
estimated value generally represents a discount from the credit
spreads for our conventional fixed-rate debt. If the Bank were to
have used the interest rate implied by our conventional fixed-rate
credit spreads, we would expect the economic terms of the notes to
be more favorable to you. Consequently, our use of an internal
funding rate had an adverse effect on the terms of the notes and
could have an adverse effect on any secondary market prices of the
notes. See “The Bank’s Estimated Value of the Notes” in this
Pricing Supplement.
The Notes Will Not Be Listed on Any Securities Exchange and We
Do Not Expect A Trading Market For the Notes to Develop
The notes will not be listed on any securities exchange. Although
CIBCWM and/or its affiliates may purchase the notes from holders,
they are not obligated to do so and are not required to make a
market for the notes. There can be no assurance that a secondary
market will develop for the notes. Because we do not expect that
any market makers will participate in a secondary market for the
notes, the price at which you may be able to sell your notes is
likely to depend on the price, if any, at which CIBCWM and/or its
affiliates are willing to buy your notes.
If a secondary market does exist, it may be limited. Accordingly,
there may be a limited number of buyers if you decide to sell your
notes prior to maturity. This may affect the price you receive upon
such sale. Consequently, you should be willing to hold the notes to
maturity.
We May Sell an Additional Aggregate Principal Amount of the
Notes at a Different Issue Price
At our sole option, we may decide to sell an additional aggregate
principal amount of the notes subsequent to the trade date. The
issue price of the notes in the subsequent sale may differ
substantially (higher or lower) from the original issue price you
paid as provided on the cover of this Pricing Supplement.
If You Purchase Your Notes at a Premium to Principal Amount, the
Return on Your Investment Will Be Lower Than the Return on Notes
Purchased at Principal Amount and the Impact of Certain Key Terms
of the Notes Will Be Negatively Affected
The cash settlement amount will not be adjusted based on the issue
price you pay for the notes. If you purchase notes at a price that
differs from the principal amount of the notes, then the return on
your investment in such notes held to the stated maturity date will
differ from, and may be substantially less than, the return on
notes purchased at principal amount. If you purchase your notes at
a premium to principal amount and hold them to the stated maturity
date, the return on your investment in the notes will be lower than
it would have been had you purchased the notes at principal amount
or a discount to principal amount. In addition, the impact of the
buffer level and the cap level on the return on your investment
will depend upon the price you pay for your notes relative to
principal amount. For example, if you purchase your notes at a
premium to principal amount, the cap level will only permit a lower
positive return on your investment in the notes than would have
been the case for notes purchased at principal amount or a discount
to principal amount. Similarly, if the final underlier level is
less than the buffer level, you will incur a greater percentage
decrease in your investment in the notes than would have been the
case for notes purchased at principal amount or a discount to
principal amount.
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
THE UNDERLIER
The S&P 500® Index
The underlier consists of stocks of 500 companies selected to
provide a performance benchmark for the U.S. equity markets. For
additional information about the underlier, see the information set
forth under “Index Descriptions—The S&P U.S. Indices” beginning
on page S-45 of the accompanying Underlying Supplement.
In addition, information about the underlier may be obtained from
other sources, including, but not limited to, the underlier
sponsor’s website (including information regarding the underlier’s
sector weightings). We are not incorporating by reference into this
pricing supplement the website or any material it includes. None of
us, CIBCWM or any of our other affiliates makes any representation
that such publicly available information regarding the underlier is
accurate or complete.
Historical Closing Levels of the Underlier
The closing level of the underlier has fluctuated in the past and
may, in the future, experience significant fluctuations. Any
historical upward or downward trend in the closing level of the
underlier during the period shown below is not an indication that
the underlier is more or less likely to increase or decrease at any
time during the life of your notes.
You should not take the historical
levels of the underlier as an indication of the future performance
of the underlier. We cannot give you any assurance that
the future performance of the underlier or the underlier stocks
will result in your receiving an amount greater than the
outstanding principal amount of your notes on the stated maturity
date.
None of us, CIBCWM or any of our other affiliates makes any
representation to you as to the performance of the underlier.
Before investing in the offered notes, you should consult publicly
available information to determine the levels of the underlier
between the date of this Pricing Supplement and the date of your
purchase of the offered notes. The actual performance of the
underlier over the life of the offered notes, as well as the cash
settlement amount at maturity, may bear little relation to the
historical closing levels shown below.
The graph below shows the daily historical closing levels of the
underlier from December 6, 2012 through December 6, 2022.
On December 6, 2022, the closing level of the underlier was
3,941.26. We obtained the closing levels in the graph below from
Bloomberg Financial Services, without independent verification.
Historical Performance of the S&P 500®
Index
Source:
Bloomberg
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
THE BANK’S ESTIMATED VALUE OF THE NOTES
The Bank’s 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 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 estimated value generally represents a discount from the
credit spreads for our conventional fixed-rate debt. The discount
is based on, among other things, our view of the funding value of
the notes as well as the higher issuance, operational and ongoing
liability management costs of the notes in comparison to those
costs for our conventional fixed-rate debt. For additional
information, see “Additional Risk Factors Specific to Your Notes —
The Bank’s Estimated Value 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 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
“Additional Risk Factors Specific to Your Notes — The Bank’s
Estimated Value Does Not Represent Future Values of the Notes and
May Differ from Others’ Estimates” in this Pricing
Supplement.
The Bank’s estimated value of the notes is lower than the original
issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original
issue price of the notes. These costs include the projected profits
that our hedge counterparties, which may include our affiliates,
expect to realize for assuming risks inherent in hedging our
obligations under the notes and the estimated cost of hedging our
obligations under the notes. Because hedging our obligations
entails risk and may be influenced by market forces beyond our
control, this hedging may result in a profit that is more or less
than expected, or it may result in a loss. We or one or more of our
affiliates will retain any profits realized in hedging our
obligations under the notes. See “Additional Risk Factors Specific
to Your Notes — The Bank’s Estimated Value of the Notes Is Lower
Than the Original Issue Price (Price to Public) of the Notes” in
this Pricing Supplement.
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF
INTEREST)
Pursuant to the terms of a distribution agreement, the Bank will
sell to CIBCWM, and CIBCWM will purchase from the Bank, the
aggregate principal amount of the offered notes specified on the
front cover of this Pricing Supplement. CIBCWM proposes initially
to offer the notes to the public at the price to public set forth
on the cover page of this Pricing Supplement, and to certain
unaffiliated securities dealers at such price. A fee will be paid
to SIMON Markets LLC (“SIMON”), a broker-dealer with no affiliation
with us, for providing certain electronic platform services with
respect to this offering. An affiliate of Goldman Sachs &
Co. LLC, who is acting as a dealer in connection with the
distribution of the notes, holds an indirect minority equity
interest in SIMON.
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 December 13, 2022, which is the fifth scheduled
business day 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 notes on any date prior to two
business days before delivery will be required, by virtue of the
fact that the notes will settle in five business days (T + 5), to
specify alternative settlement arrangements to prevent a failed
settlement.
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 issue date at which it would
be willing to repurchase the notes will generally reflect its
estimate of their value. That estimated value will be based upon a
variety of factors, including then prevailing market conditions,
our creditworthiness and transaction costs. However, for a period
of approximately three months after the trade date, the price at
which CIBCWM may repurchase the notes is expected to be higher than
their estimated value at that time. This is because, at the
beginning of this period, that price will not include certain costs
that were included in the original issue price, particularly our
hedging costs and profits. As the period continues, these costs are
expected to be gradually included in the price that CIBCWM would be
willing to pay, and the difference between that price and CIBCWM’s
estimate of the value of the notes will decrease over time until
the end of this period. After this period, if CIBCWM continues to
make a market in the notes, the prices that it would pay for them
are expected to reflect its estimated value, as well as customary
bid-ask spreads for similar trades. In addition, the value of the
notes shown on your account statement may not be identical to the
price at which CIBCWM would be willing to purchase the notes at
that time, and could be lower than CIBCWM’s price. See the section
titled “Supplemental Plan of Distribution (Conflicts of Interest)”
in the accompanying Prospectus Supplement.
The price at which you purchase the notes includes costs that the
Bank or its affiliates expect to incur and profits that the Bank or
its affiliates expect to realize in connection with hedging
activities related to the notes, as set forth above. These costs
and profits will likely reduce the secondary market price, if any
secondary market develops, for the notes.
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
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 the discussion entitled “Material U.S. Federal
Income Tax Consequences” in the accompanying Underlying Supplement,
which you should carefully review prior to investing in the
notes.
The U.S. federal income tax considerations of your investment in
the notes are uncertain. No statutory, judicial or administrative
authority directly discusses how the notes should be treated for
U.S. federal income tax purposes. In the opinion of our tax
counsel, Mayer Brown LLP, it would generally be reasonable to treat
the notes as prepaid cash-settled 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 or payment upon maturity in an amount equal to
the difference between the amount you receive in such transaction
and the amount that you paid for your notes. Such gain or loss
should generally be treated as long-term capital gain or loss if
you have held your notes for more than one year.
The expected characterization of the notes is not binding on the
IRS or the courts. It is possible that the IRS would seek to
characterize the notes in a manner that results in tax consequences
to you that are different from those described above or in the
accompanying Underlying Supplement. Such alternate treatments could
include a requirement that a holder accrue ordinary income over the
life of the notes or treat all gain or loss at maturity as ordinary
gain or loss. For a more detailed discussion of certain alternative
characterizations with respect to the notes and certain other
considerations with respect to an investment in the notes, you
should consider the discussion set forth in “Material U.S. Federal
Income Tax Consequences” of the accompanying Underlying Supplement.
We are not responsible for any adverse consequences that you may
experience as a result of any alternative characterization of the
notes for U.S. federal income tax or other tax purposes.
With respect to the discussion in the Underlying Supplement
regarding “dividend equivalent” payments, the Internal Revenue
Service has issued a notice that provides that withholding on
dividend equivalent payments will not apply to specified ELIs that
are not delta-one instruments and that are issued before
January 1, 2025.
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
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 CIBC 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 CIBC for purposes of the thin
capitalization rules in the Canadian Tax Act; and (f) is
not an entity in respect of which CIBC is a “specified entity” for
purposes of the Hybrid Mismatch Proposals, as defined below (a
“Non-Resident Holder”). For these purposes, a “specified
shareholder” generally includes a person who (either alone or
together with persons with whom that person is not dealing at arm’s
length for the purposes of the Canadian Tax Act) owns or has the
right to acquire or control or is otherwise deemed to own 25% or
more of CIBC’s shares determined on a votes or fair market value
basis, and an entity in respect of which CIBC is a “specified
entity” generally includes (i) an entity that is a specified
shareholder of CIBC (as defined above), (ii) an entity in
which CIBC (either alone or together with entities with whom CIBC
is not dealing at arm’s length for purposes of the Canadian Tax
Act) owns or has the right to acquire or control or is otherwise
deemed to own a 25% or greater equity interest, and (iii) an
entity in which an entity described in (i) (either alone or
together with entities with whom such entity is not dealing at
arm’s length for purposes of the Canadian Tax Act) owns or has the
right to acquire or control or is otherwise deemed to own a 25% or
greater equity interest. Special rules which apply to
non-resident insurers carrying on business in Canada and elsewhere
are not discussed in this summary.
For greater certainty, this summary takes into account all specific
proposals to amend the Canadian Tax Act publicly announced by or on
behalf of the Minister of Finance (Canada) prior to the date
hereof, including the proposals released on April 29, 2022
with respect to “hybrid mismatch arrangements” (the “Hybrid
Mismatch Proposals”). This summary assumes that no amount paid or
payable to a holder described herein will be the deduction
component of a “hybrid mismatch arrangement” under which the
payment arises within the meaning of proposed paragraph
18.4(3)(b) of the Canadian Tax Act contained in the Hybrid
Mismatch Proposals. Investors should note that the Hybrid Mismatch
Proposals are in consultation form, are highly complex, and there
remains significant uncertainty as to their interpretation and
application. There can be no assurance that the Hybrid Mismatch
Proposals will be enacted in their current form, or at all.
This summary is supplemental to and should be read together with
the description of material Canadian federal income tax
considerations relevant to a Non-Resident Holder owning notes under
“Material Income Tax Consequences — Canadian Taxation” in the
accompanying Prospectus and a Non-Resident Holder should carefully
read that description as well.
This summary is of a general nature only and is not intended to
be, nor should it be construed to be, legal or tax advice to any
particular Non-Resident Holder. Non-Resident Holders are advised to
consult with their own tax advisors with respect to their
particular circumstances.
Based on Canadian tax counsel’s understanding of the Canada Revenue
Agency’s administrative policies and having regard to the terms of
the notes, interest payable on the notes should not be considered
to be “participating debt interest” as defined in the Canadian Tax
Act and accordingly, a Non-Resident Holder should not be subject to
Canadian non-resident withholding tax in respect of amounts paid or
credited or deemed to have been paid or credited by CIBC 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.
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
VALIDITY OF THE NOTES
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 15, 2021, which has been
filed as Exhibit 5.2 to the Bank’s Registration Statement on
Form F-3 filed with the SEC on June 15, 2021.
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 15, 2021, which has been filed as Exhibit 5.1
to the Bank’s Registration Statement on Form F-3 filed with
the SEC on June 15, 2021.
Capped Leveraged Buffered S&P 500® Index-Linked
Notes due November 20, 2024
We have not authorized anyone to provide any information or to make
any representations other than those contained or incorporated by
reference in this Pricing Supplement or the accompanying Underlying
Supplement, Prospectus Supplement or Prospectus. We take no
responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you.
Neither this Pricing Supplement nor the accompanying Underlying
Supplement, Prospectus Supplement or Prospectus is an offer to sell
only the notes offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information
contained in this Pricing Supplement and the accompanying
Underlying Supplement, Prospectus Supplement and Prospectus is
current only as of the respective dates of such documents.
|
TABLE OF CONTENTS
|
|
| Pricing
Supplement |
|
| |
Page |
| About
this Pricing Supplement |
PRS-1 |
| Summary
Information |
PRS-2 |
| Supplemental
Terms of the Notes |
PRS-4 |
| Hypothetical
Examples |
PRS-5 |
| Additional
Risk Factors Specific to Your Notes |
PRS-8 |
| The
Underlier |
PRS-12 |
| The
Bank’s Estimated Value of the Notes |
PRS-13 |
| Supplemental
Plan of Distribution (Conflicts of Interest) |
PRS-14 |
| United
States Federal Income Tax Considerations |
PRS-15 |
| Certain
Canadian Federal Income Tax Considerations |
PRS-16 |
| Validity
of the Notes |
PRS-17 |
| |
|
| Equity
Index Underlying Supplement dated September 2,
2021 |
|
| |
|
| Risk
Factors |
S-1 |
| Use
of Proceeds and Hedging |
S-9 |
| Index
Descriptions |
S-10 |
| The
Dow Jones Industrial Average® |
S-10 |
| The
EURO STOXX 50® Index |
S-12 |
| The
EURO STOXX® Banks Index |
S-14 |
| The
FTSE® 100 Index |
S-15 |
| The
Hang Seng® Index |
S-17 |
| The
JPX-Nikkei Index 400 |
S-19 |
| The
MSCI Indices |
S-21 |
| The
Nasdaq-100® Index |
S-26 |
| The
Nikkei Stock Average Index |
S-29 |
| The
Russell Indices |
S-31 |
| The
S&P®/ASX 200 Index |
S-35 |
| The
S&P Select Industry Indices |
S-38 |
| The
S&P Select Sector Indices |
S-41 |
| The
S&P U.S. Indices |
S-45 |
| The
Swiss Market Index® |
S-50 |
| The
TOPIX® Index |
S-52 |
| Certain
Terms of the Notes |
S-54 |
| The
Bank’s Estimated Value of the Notes |
S-60 |
| Material
Canadian Federal Income Tax Consequences |
S-61 |
| Material
U.S. Federal Income Tax Consequences |
S-61 |
| |
|
| Prospectus
Supplement dated September 2, 2021 |
|
| |
|
| About
this Prospectus Supplement |
S-1 |
| Risk
Factors |
S-1 |
| Use
of Proceeds |
S-16 |
| Description
of the Notes We May Offer |
S-17 |
| Supplemental
Plan of Distribution (Conflicts of Interest) |
S-48 |
| |
|
| Prospectus
dated September 2, 2021 |
|
| |
|
| About
this Prospectus |
i |
| Forward-Looking
Statements |
i |
| Available
Information |
iii |
| Documents
Incorporated by Reference |
iii |
| Presentation
of Financial Information |
iv |
| Canadian
Imperial Bank of Commerce |
iv |
| Risk
Factors |
1 |
| Use
of Proceeds |
1 |
| Description
of Senior Debt Securities |
1 |
| Material
Income Tax Consequences |
23 |
| Plan
of Distribution (Conflicts of Interest) |
33 |
| Certain
Considerations for U.S. Plan Investors |
37 |
| Limitations
on Enforcement of U.S. Laws Against CIBC, Its Management and
Others |
38 |
| Validity
of Securities |
39 |
| Experts |
39 |
$1,196,000
|
Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
Capped Leveraged Buffered S&P 500® Index-Linked
Notes
due November 20, 2024
|
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