THE NOTES ARE
SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE NOTES MAY NOT OBLIGATE CIBC TO REPAY THE FULL PRINCIPAL AMOUNT
OF THE NOTES. THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING, WHICH CAN RESULT IN A LOSS OF SOME OR ALL OF THE PRINCIPAL
AMOUNT AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF CIBC. YOU SHOULD NOT
PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.
YOU SHOULD CAREFULLY CONSIDER
THE RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE PS-6 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.
Note Offering |
The
Notes are offered at a minimum investment of $1,000 in denominations of $10 and integral multiples of $10 in excess thereof.
|
Underlying |
Initial Level |
Downside Threshold |
Trigger Amount |
Upside Gearing |
CUSIP/ISIN |
The S&P 500® Index
(“SPX”) |
4,378.41 |
3,283.81, which is 75% of the Initial Level* |
-25% |
1.2984 |
13608M712 / US13608M7121 |
* Rounded to two decimal places
See “Additional Information about the Notes” on page PS-2.
The Notes offered will have the terms specified in the accompanying prospectus, prospectus supplement and underlying supplement, and the
terms set forth herein.
Neither the U.S. Securities and Exchange Commission (the “SEC”)
nor any state or provincial securities commission has approved or disapproved of the Notes or determined if this pricing supplement or
the accompanying underlying supplement, prospectus supplement or prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
The Notes will not constitute deposits insured by the Canada Deposit
Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation, or any other government agency or instrumentality
of Canada, the United States or any other jurisdiction. The Notes are not bail-inable debt securities (as defined on page 6 of the
prospectus). The Notes will not be listed on any securities exchange.
The initial estimated value of the Notes on the
Trade Date as determined by CIBC is $9.685 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-7 of this pricing supplement and “The Bank’s Estimated Value of
the Notes” on page PS-14 of this pricing supplement for additional information.
|
Price to
Public |
|
Underwriting
Discount(1) |
|
Proceeds
to Us |
Notes Linked to: |
Total |
Per Note |
|
Total |
Per Note |
|
Total |
Per Note |
The S&P 500® Index |
$2,132,500.00 |
$10.00 |
|
$74,637.50 |
$0.35 |
|
$2,057,862.50 |
$9.65 |
(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-14 of this pricing supplement for additional information.
UBS Financial Services Inc. |
CIBC Capital Markets |
Additional Information About the Notes |
You
should read this pricing supplement together with the prospectus dated September 2, 2021 (the “prospectus”), the prospectus
supplement dated September 2, 2021 (the “prospectus supplement”) and the Equity Index Underlying Supplement dated September
2, 2021 (the “underlying supplement”). Information in this pricing supplement supersedes information in the underlying supplement,
the prospectus supplement and the prospectus to the extent it is different from that information. Certain terms used but not defined
herein will have the meanings set forth in the underlying supplement, the prospectus supplement or the prospectus.
You
should rely only on the information contained in or incorporated by reference in this pricing supplement and the accompanying underlying
supplement, the prospectus supplement and the prospectus. This pricing supplement may be used only for the purpose for which it has been
prepared. No one is authorized to give information other than that contained in this pricing supplement and the accompanying underlying
supplement, the prospectus supplement and the prospectus, and in the documents referred to in those documents and which are made available
to the public. We, UBS and our respective affiliates have not authorized any other person to provide you with different or additional
information. If anyone provides you with different or additional information, you should not rely on it.
We,
CIBCWM and UBS are not making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You should not
assume that the information contained in or incorporated by reference in this pricing supplement or the accompanying underlying supplement,
the prospectus supplement or the prospectus is accurate as of any date other than the date of the applicable document. Our business,
financial condition, results of operations and prospects may have changed since that date. Neither this pricing supplement nor the accompanying
underlying supplement, the prospectus supplement or the prospectus constitutes an offer, or an invitation on behalf of us, CIBCWM or
UBS, to subscribe for and purchase any of the Notes and may not be used for or in connection with an offer or solicitation by anyone
in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an
offer or solicitation.
References
to “CIBC,” “the Issuer,” “the Bank,” “we,” “us” and “our” in
this pricing supplement are references to Canadian Imperial Bank of Commerce and not to any of our subsidiaries, unless we state otherwise
or the context otherwise requires. References to “Index” in the underlying supplement will be references to “Underlying.”
You
may access the underlying supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such
address has changed, by reviewing our filing for the relevant date on the SEC website):
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
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 be exposed to similar downside market risk
as the Underlying. |
| ¨ | You
believe that the Underlying will appreciate over the term of the Notes. |
| ¨ | You
would be willing to invest in the Notes based on the Upside Gearing indicated on the cover
hereof. |
| ¨ | You
understand and accept the risks associated with the Underlying. |
| ¨ | You
can tolerate fluctuations in the price of the Notes prior to maturity that may be similar
to or exceed the downside fluctuations in the level of the Underlying. |
| ¨ | You
are willing to hold the Notes to maturity and do not seek an investment for which there is
an active secondary market. |
| ¨ | 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
do not seek current income from your investment and are willing to forgo dividends paid on
the stocks included in the Underlying. |
|
¨ |
You are willing to assume the credit risk
of 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
seek an investment that is designed to return your full principal amount at maturity. |
| ¨ | You
are not willing to make an investment in which you could lose some or all of your principal
amount and you are not willing to make an investment that may be exposed to similar downside
market risk as the Underlying. |
| ¨ | You
believe that the level of the Underlying will decrease during the term of the Notes. |
| ¨ | You
are not willing to invest in the Notes based on the Upside Gearing indicated on the cover
hereof. |
| ¨ | You
do not understand or accept the risks associated with the Underlying. |
| ¨ | You
cannot tolerate fluctuations in the price of the Notes prior to maturity that may be similar
to or exceed the downside fluctuations in the level of the Underlying. |
| ¨ | You
are unable or unwilling to hold the Notes to maturity and seek an investment for which there
will be an active secondary market. |
| ¨ | 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
seek current income from your investment or prefer to receive the dividends paid on the stocks
included in the Underlying. |
| ¨ | You
are not willing or are unable to assume the credit risk of CIBC, as Issuer of the Notes,
including any repayment of principal. |
The suitability considerations identified above are not exhaustive.
Whether or not the Notes are a suitable investment for you will depend on your individual circumstances, and you should reach an investment
decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an
investment in the Notes in light of your particular circumstances. For more information about the Underlying, see “Information About
the Underlying” in this pricing supplement and “Index Descriptions—The S&P U.S. Indices” beginning on page S-45
of the accompanying underlying supplement. You should also review carefully the “Key Risks” herein and the more detailed “Risk
Factors” beginning on page S-1 of the underlying supplement and beginning on page S-1 of the accompanying prospectus supplement.
Final
Terms |
Issuer: |
Canadian
Imperial Bank of Commerce |
Principal
Amount: |
$10.00
per Note (subject to a minimum investment of $1,000). |
Term: |
5
years |
Trade
Date: |
June 27,
2023 |
Settlement
Date: |
June 30,
2023 |
Final
Valuation Date1: |
June 27,
2028 |
Maturity
Date1: |
June 30,
2028 |
Reference
Asset: |
The
S&P 500® Index (Ticker: “SPX”) (the “Underlying”) |
Upside
Gearing: |
1.2984
|
Trigger
Amount: |
-25% |
Downside
Threshold: |
75.00%
of the Initial Level, as indicated on the cover hereof. |
Payment
at Maturity (per $10 Note): |
You will receive a cash payment on
the Maturity Date calculated as follows:
If the Underlying Return is greater
than zero:
$10 + ($10 ×
Underlying Return × Upside Gearing)
If the
Underlying Return is equal to or less than zero but greater than or equal to the Trigger Amount:
$10
If the Underlying Return is
less than the Trigger Amount:
$10 + ($10 ×
Underlying Return)
In this case, you will have a loss
of principal that is proportionate to the negative Underlying Return, and you will lose some or all of your principal amount. |
Underlying Return:
|
Final Level – Initial Level
Initial Level |
Initial
Level: |
The
Closing Level of the Underlying on the Trade Date, as indicated on the cover hereof. |
Final
Level: |
The
Closing Level of the Underlying on the Final Valuation Date. |
Calculation
Agent: |
Canadian
Imperial Bank of Commerce |
CUSIP/ISIN: |
13608M712 / US13608M7121 |
INVESTING
IN THE NOTES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE SOME OR ALL OF YOUR PRINCIPAL AMOUNT AT MATURITY. ANY PAYMENT ON THE NOTES, INCLUDING
ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF CIBC. IF CIBC WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS, YOU
MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE NOTES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
1
The Final Valuation Date and the Maturity Date are subject to postponement in the event of a Market Disruption Event or non-trading
day, as described under “Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset Is a Single
Index” and “—Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying
underlying supplement.
|
The Initial Level and
the Downside Threshold were determined and the terms of the Notes were set.
|
The Final Level and the Underlying
Return are determined on the Final Valuation Date.
If the Underlying Return is greater
than zero, CIBC will pay you a cash payment per Note equal to:
$10 + ($10 ×
Underlying Return × Upside Gearing)
If the Underlying Return is equal
to or less than zero but greater than or equal to the Trigger Amount, CIBC will pay you the $10 principal amount per Note.
If the Underlying Return is less than
the Trigger Amount, CIBC will pay you a cash payment at maturity that will be less than the principal amount of $10 per Note, resulting
in a loss of principal that is proportionate to the negative Underlying Return, equal to:
$10 + ($10 ×
Underlying Return).
In this case, you could lose up
to 100% of the principal amount of the Notes.
|
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 at maturity. The return on
the Notes at maturity is linked to the performance of the Underlying and will depend on whether,
and to the extent which, the Underlying Return is positive or negative and if the Underlying
Return is negative, whether the Underlying Return is below the Trigger Amount. If the Underlying
Return is below the Trigger Amount, CIBC will pay you less than the principal amount at maturity,
resulting in a loss of principal equal to the negative Underlying Return. Accordingly, you
could lose up to 100% of the principal amount of the Notes. |
| ¨ | The
Contingent Repayment of Principal Applies Only if You Hold the Notes to Maturity –
You should be willing to hold your Notes to maturity. If you are able to sell your Notes
prior to maturity in the secondary market, you may have to sell them at a loss even if the
level of the Underlying is above the Downside Threshold. |
| ¨ | The
Upside Gearing Applies Only if You Hold the Notes to Maturity – You should be willing
to hold your Notes to maturity. If you are able to sell your Notes prior to maturity in the
secondary market, the price you receive will likely not reflect the full economic value of
the Upside Gearing or the Notes themselves, and the return you realize may be less than the
Upside Gearing times the Underlying Return, even if that return is positive. You can receive
the full benefit of the Upside Gearing only if you hold your Notes to 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. |
| ¨ | No
Interest Payments – CIBC will not make any interest payments with respect to the
Notes. |
Underlying Risks
| ¨ | Owning
the Notes Is Not the Same as Owning the Stocks Included in the Underlying — The
return on your Notes may not reflect the return you would realize if you actually owned the
stocks included in the Underlying. As a holder of the Notes, you will not have voting rights
or rights to receive dividends or other distributions or other rights that holders of the
stocks included in the Underlying would have. Furthermore, the Underlying and the stocks
included in the Underlying may appreciate substantially during the term of your Notes, and
you will not participate in such appreciation. |
| ¨ | Changes
Affecting the Underlying May Adversely Affect the Level of the Underlying —
The policies of the Underlying sponsor concerning additions, deletions and substitutions
of the stocks included in the Underlying and the manner in which the Underlying sponsor takes
account of certain changes affecting those stocks included in the Underlying may adversely
affect the level of the Underlying. The policies of the Underlying sponsor with respect to
the calculation of the Underlying could also adversely affect the level of the Underlying.
The Underlying sponsor may discontinue or suspend calculation or dissemination of the Underlying.
Any such actions could have an adverse effect on the level of the Underlying and consequently,
the value of the Notes. |
Conflicts
of Interest
| ¨ | Certain
Business, Trading and Hedging Activities of Us, UBS, and Our Respective Affiliates May Create
Conflicts With Your Interests and Could Potentially Adversely Affect the Value of the Notes
— We, UBS, and our respective affiliates may engage in trading and other business activities related to the Underlying or any securities
included in the Underlying that are not for your account or on your behalf. We, UBS, and our respective affiliates also
may issue or underwrite other financial instruments with returns based upon the Underlying. These activities may present
a conflict of interest between your interest in the Notes and the interests that we, UBS, and our respective affiliates
may have in our or their proprietary accounts, in facilitating transactions, including block trades, for our or their
other customers, and in accounts under our or their management. In addition, we, UBS, and our respective affiliates may
publish research, express opinions or provide recommendations that are inconsistent with investing in or holding the Notes,
and which may be revised at any time. Any such research, opinions or recommendations could adversely affect the level
of the Underlying, and therefore, the market value of the Notes. These trading and other business activities, if they
affect the level of the Underlying or secondary trading in your Notes, could be adverse to your interests as a beneficial
owner of the Notes. |
| Moreover, we, UBS, and our respective affiliates play a variety of roles in connection
with the issuance of the Notes, including hedging our obligations under the Notes and making the assumptions and inputs
used to determine the pricing of the Notes and the initial estimated value of the Notes when the terms of the Notes 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 the Underlying and therefore the market value of the Notes and the amount you will receive,
if any, on the Notes. In connection with such activities, the economic interests of us, UBS, and our respective affiliates
may be adverse to your interests as an investor in the Notes. Any of these activities may adversely affect the value of
the Notes. In addition, because hedging our obligations entails risk and may be influenced by market forces beyond our
control, this hedging activity may result in a profit that is more or less than expected, or it may result in a loss.
We, UBS, one or more of our respective affiliates or any unaffiliated counterparty will retain any profits realized in
hedging our obligations under the Notes even if investors do not receive a favorable investment return under the terms
of the Notes or in any secondary market transaction. |
¨ | 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 12 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 — 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. These factors include the level
of the Underlying; the volatility of the Underlying; the dividend rate paid on stocks included
in the Underlying; the time remaining to the maturity 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. This may affect the price you receive upon such sale.
Consequently, you should be willing to hold the Notes to maturity. |
Hypothetical
Scenario Analysis and Examples |
The scenario analysis and examples below
are hypothetical and provided for illustrative purposes only. They do not purport to be representative of every possible scenario concerning
increases or decreases in the level of the Underlying relative to the Initial Level. The hypothetical terms used below are not the
actual terms. The actual terms are indicated on the cover of this pricing supplement. We cannot predict the Final Level. You should
not take the scenario analysis and these examples as an indication or assurance of the expected performance of the Underlying. The numbers
appearing in the examples below may have been rounded for ease of analysis. The following scenario analysis and examples illustrate the
Payment at Maturity per $10.00 Note on a hypothetical offering of the Notes, based on the following terms:
Investment
Term: |
5
years |
Upside
Gearing: |
1.2984 |
Trigger
Amount: |
-25% |
Hypothetical
Initial Level: |
1,000.00 |
Hypothetical
Downside Threshold: |
750.00
(75.00% of the hypothetical Initial Level) |
Example 1—
The level of the Underlying increases from an Initial Level of 1,000.00 to a Final Level of 1,100.00.
Because the Underlying
Return of 10.00% is greater than zero, the Payment at Maturity for each $10 principal amount of
Notes is equal to:
$10.00
+ ($10.00 × 10.00% × 1.2984)
Payment
at Maturity =$11.2984
Example 1 shows that the
Notes provide a leveraged return if the Underlying Return is positive.
Example 2—The
level of the Underlying decreases from an Initial Level of 1,000.00 to a Final Level of 800.00.
Payment
at Maturity = $10.0000
Because
the Underlying Return is -20.00%, which is equal to or less than zero but greater than or equal to the Trigger Amount, the Payment at
Maturity is equal to the $10.000 principal amount per Note (a return of 0%).
Example 3—
The level of the Underlying decreases from an Initial Level of 1,000.00 to a Final Level of 500.00.
Payment
at Maturity = $10 + ($10 × -50.00%) = $5.0000
Because the Underlying
Return of -50.00% is less than the Trigger Amount, the Notes will be fully exposed to any decline in the level of the Underlying on the
Final Valuation Date. In this case, you would incur a loss of 50.00% of the principal amount.
Example 3 shows that you
are exposed on a 1-to-1 basis to any decrease in the level of the Underlying if the Underlying Return is less than the Trigger Amount.
In this case, you will lose some or all of your principal amount at maturity.
Scenario
Analysis – Hypothetical Payment at Maturity for each $10.00 principal amount of the Notes.
Hypothetical
Final
Level
|
Hypothetical
Underlying
Return*
|
Payment
at
Maturity
|
Return
on Notes
at Maturity**
|
2,000.00 |
100.00% |
$22.9840 |
129.840% |
1,750.00 |
75.00% |
$19.7380 |
97.380% |
1,500.00 |
50.00% |
$16.4920 |
64.920% |
1,250.00 |
25.00% |
$13.2460 |
32.460% |
1,200.00 |
20.00% |
$12.5968 |
25.968% |
1,100.00 |
10.00% |
$11.2984 |
12.984% |
1,050.00 |
5.00% |
$10.6492 |
6.492% |
1,000.00 |
0.00% |
$10.0000 |
0.000% |
900.00 |
-10.00% |
$10.0000 |
0.000% |
800.00 |
-20.00% |
$10.0000 |
0.000% |
750.00 |
-25.00% |
$10.0000 |
0.000% |
740.00 |
-26.00% |
$7.4000 |
-26.000% |
500.00 |
-50.00% |
$5.0000 |
-50.000% |
250.00 |
-75.00% |
$2.5000 |
-75.000% |
0.00 |
-100.00% |
$0.0000 |
-100.000% |
* The Underlying Return
excludes cash dividend payments on the stocks included in the Underlying.
** This “Return
on Notes” is the number, expressed as a percentage, that results from comparing the Payment at Maturity per $10 principal amount
of the Notes to the purchase price of $10 per Note.
Information
About the Underlying |
The
S&P 500® Index
The
S&P 500® Index (Bloomberg ticker: “SPX <Index>”) is calculated, maintained and published by S&P
Dow Jones Indices LLC. The Underlying includes 500 leading companies and covers approximately 80% of market capitalization of the U.S.
equity markets. See “Index Descriptions—The S&P U.S. Indices” beginning on page S-45 of the accompanying underlying
supplement for additional information about the Underlying.
In
addition, information about the Underlying may be obtained from other sources, including, but not limited to, the index sponsor’s
website (including information regarding the Underlying’s sector weightings). We are not incorporating by reference into this pricing
supplement the website or any material it includes. None of us, UBS or any of our respective affiliates makes any representation that
such publicly available information regarding the Underlying is accurate or complete.
Historical
Performance of the Underlying
The
graph below illustrates the performance of the Underlying from January 1, 2018 to June 27, 2023, based on the daily Closing
Levels as reported by Bloomberg L.P. (“Bloomberg”), without independent verification. We have not conducted any independent
review or due diligence of the publicly available information from Bloomberg. On June 27, 2023, the Closing Level of the Underlying
was 4,378.41, which is the Initial Level. The blue line indicates the Downside Threshold of 3,283.81, which is equal to 75.00% of the
Initial Level. The historical performance of the Underlying should not be taken as an indication of its future performance, and no assurances
can be given as to the level of the Underlying at any time during the term of the Notes, including the Final Valuation Date. We cannot
give you assurance that the performance of the Underlying will result in the return of any of your investment.
Historical Performance
of the S&P 500® Index |
|
|
Source: Bloomberg
United
States Federal Income Tax Considerations |
The following discussion is a brief summary
of the material U.S. federal income tax considerations relating to an investment in the Notes. The following summary is not complete
and is both qualified and supplemented by (although to the extent inconsistent supersedes) the discussion entitled “Material U.S.
Federal Income Tax Consequences” in the underlying supplement, which you should carefully review prior to investing in the Notes.
Except with respect to the section below under “Non-U.S. Holders,” it applies only to those U.S. Holders who are not excluded
from the discussion of United States Taxation in the accompanying prospectus.
The U.S. federal income tax considerations
of your investment in the Notes are uncertain. No statutory, judicial or administrative authority directly discusses how the Notes should
be treated for U.S. federal income tax purposes. In the opinion of our tax counsel, Mayer Brown LLP, it would generally be reasonable
to treat the Notes as prepaid derivative contracts. Pursuant to the terms of the Notes, you agree to treat the Notes in this manner for
all U.S. federal income tax purposes. If this treatment is respected, you should generally recognize capital gain or loss upon the sale,
exchange, redemption or payment upon maturity in an amount equal to the difference between the amount you receive in such transaction
and the amount that you paid for your Notes. Such gain or loss should generally be treated as long-term capital gain or loss if you have
held your Notes for more than one year.
The expected characterization of the Notes
is not binding on the U.S. Internal Revenue Service (the “IRS”) or the courts. It is possible that the IRS would seek to
characterize the Notes in a manner that results in tax consequences to you that are different from those described above or in the accompanying
underlying supplement. Such alternate treatment could include a requirement that a holder accrue ordinary income over the life of the
Notes or treat all gain or loss at maturity as ordinary gain or loss. For a more detailed discussion of certain alternative characterizations
with respect to the Notes and certain other considerations with respect to an investment in the Notes, you should consider the discussion
set forth in “Material U.S. Federal Income Tax Consequences” of the underlying supplement. We are not responsible for any
adverse consequences that you may experience as a result of any alternative characterization of the Notes for U.S. federal income tax
or other tax purposes.
Non U.S.-Holders. A “dividend
equivalent” payment is treated as a dividend from sources within the United States and such payments generally would be subject
to a 30% U.S. withholding tax if paid to a Non-U.S. Holder. Under Treasury regulations, payments (including deemed payments) with respect
to equity-linked instruments (“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if such
specified ELIs reference an interest in an “underlying security,” which is generally any interest in an entity taxable as
a corporation for U.S. federal income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend.
However, Internal Revenue Service guidance provides that withholding on dividend equivalent payments will not apply to specified
ELIs that are not delta-one instruments and that are issued before January 1, 2025. We expect that the delta of the Notes will not
be one, and therefore, we expect that Non-U.S. Holder should not be subject to withholding on dividend equivalent payments, if any, under
the Notes. However, it is possible that the Notes could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence
of certain events affecting the Underlying or the Notes, and following such occurrence the Notes could be treated as subject to withholding
on dividend equivalent payments. Non-U.S. Holders that enter, or have entered, into other transactions in respect of the Underlying or
the Notes should consult their tax advisors as to the application of the dividend equivalent withholding tax in the context of the Notes
and their other transactions. If any payments are treated as dividend equivalents subject to withholding, we (or the applicable paying
agent) would be entitled to withhold taxes without being required to pay any additional amounts with respect to amounts so withheld.
Please see the discussion under the
section entitled “Material U.S. Federal Income Tax Consequences” in the underlying supplement for a further discussion of
the U.S. federal income tax consequences of an investment in the Notes. You should consult your tax advisor as to the tax consequences
of such characterization and any possible alternative characterizations of the Notes for U.S. federal income tax purposes. You should
also consult your tax advisor concerning the U.S. federal income tax and other tax consequences of your investment in the Notes in your
particular circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal
or other tax laws.
Certain
Canadian Federal Income Tax Considerations |
In
the opinion of Blake, Cassels &
Graydon LLP, our Canadian tax counsel, the following summary describes the principal Canadian
federal income tax considerations under the Income Tax Act (Canada) and the regulations
thereto (the “Canadian Tax Act”) generally applicable at the date hereof to a
purchaser who acquires beneficial ownership of a Note pursuant to this pricing supplement
and who for the purposes of the Canadian Tax Act and at all relevant times: (a) is neither
resident nor deemed to be resident in Canada; (b) deals at arm’s length with 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.
|
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 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.