Filed Pursuant to Rule 424(b)(3)
Registration No. 333-257113
Amendment No. 1 dated October 30, 2024
to Pricing Supplement dated June 5, 2023
(To Prospectus Supplement dated September 2, 2021
and Prospectus dated September 2, 2021) |
 |
Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
$30,000,000 Floating Rate Notes Linked to the Compounded
SOFR due June 7, 2028
We, Canadian Imperial Bank of Commerce (the “Bank” or “CIBC”),
are offering $30,000,000 aggregate principal amount of Floating Rate Notes Linked to the Compounded SOFR (“Compounded SOFR”
or the “Reference Rate”) due June 7, 2028 (CUSIP 13607XJE8 / ISIN US13607XJE85) (the “Notes”).
At maturity,
you will receive a cash payment equal to 100% of the principal amount, plus any accrued and unpaid interest. Interest will be paid quarterly
on March 7, June 7, September 7 and December 7 of each year, commencing on September 7, 2023 and ending on the Maturity Date. The Notes
will accrue interest at a per annum rate equal to the sum of Compounded SOFR and 1.35%, subject to a minimum rate of 0.10%.
The Notes will be issued in minimum denominations
of $1,000, and integral multiples of $1,000 in excess thereof.
The Notes will not be listed on any securities
exchange.
The Notes are unsecured obligations of CIBC and all payments on
the Notes are subject to the credit risk of CIBC. 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.
Neither the Securities and Exchange Commission (the “SEC”)
nor any state or provincial securities commission has approved or disapproved of these Notes or determined if this pricing supplement
or the accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Notes are bail-inable debt securities (as defined in the accompanying
prospectus) and subject to conversion in whole or in part – by means of a transaction or series of transactions and in one or more
steps – into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation
Act (the “CDIC Act”) and to variation or extinguishment in consequence, and subject to the application of the laws of the
Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the
Notes. See “Description of Senior Debt Securities — Special Provisions Related to Bail-inable Debt Securities” and
“— Canadian Bank Resolution Powers” in the accompanying prospectus and “Risk Factors — Risks Relating to
Bail-Inable Notes” in the accompanying prospectus supplement.
Investing
in the Notes involves risks not associated with an investment in ordinary debt securities. See the “Additional Risk
Factors” beginning on page PS-5 of this pricing supplement and the “Risk Factors” beginning on page S-1 of the accompanying
prospectus supplement and page 1 of the prospectus.
| |
Price to Public (Original Issue Price)(1) |
Underwriting Discount (1)(2) |
Proceeds to Issuer |
| Per Note |
$1,000.00 |
$8.00 |
$992.00 |
| Total |
$30,000,000.00 |
$240,000.00 |
$29,760,000.00 |
| (1) | Because certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo
some or all of their commissions or selling concessions, the price to public for investors purchasing the Notes in these accounts will
be $992.00 per note. |
| (2) | CIBC World Markets Corp. (“CIBCWM”), acting as agent for the Bank, will receive a commission
of $8.00 (0.80%) per $1,000 principal amount of the Notes. CIBCWM may use a portion or all of its commission to allow selling concessions
to other dealers in connection with the distribution of the Notes. The other dealers may forgo, in their sole discretion, some or all
of their selling concessions. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-15 of this pricing
supplement. |
We will deliver the Notes in book-entry form through
the facilities of The Depository Trust Company (“DTC”) on June 7, 2023 against payment in immediately available funds.
CIBC
Capital Markets
ABOUT THIS PRICING SUPPLEMENT
You should
read this pricing supplement together with the prospectus dated September 2, 2021 (the “prospectus”) and the prospectus
supplement dated September 2, 2021 (the “prospectus supplement”), each relating to our Senior Global Medium-Term Notes, of
which these Notes are a part, for additional information about the Notes. Information in this pricing supplement supersedes information
in the prospectus supplement and the 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 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 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 prospectus supplement and the prospectus, and in the documents referred to in these documents and which
are made available to the public. We, CIBCWM and our other 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 and CIBCWM 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 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 prospectus supplement or the prospectus constitutes an offer, or an invitation on behalf of us or 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 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):
SUMMARY
The information in this “Summary” section is qualified
by the more detailed information set forth in this pricing supplement, the prospectus supplement and the prospectus. See “About
This Pricing Supplement” in this pricing supplement.
| Issuer: |
Canadian Imperial Bank of Commerce (the “Issuer” or the “Bank”) |
| Type of Note: |
Floating Rate Notes Linked to the Compounded SOFR due June 7, 2028 |
| Minimum Denominations: |
$1,000 and integral multiples of $1,000 in excess thereof. |
| Principal Amount: |
$1,000 per Note |
| Aggregate Principal Amount of Notes: |
$30,000,000.00 |
| Currency: |
U.S. Dollars (“$”) |
| Term: |
5 years |
| Trade Date: |
June 5, 2023 |
| Original Issue Date: |
June 7, 2023 |
| Maturity Date: |
June 7, 2028 |
| Interest Rate (per Annum): |
The sum of Compounded SOFR calculated on the applicable Valuation Date and 1.35%, subject to the Minimum Rate. |
| Interest Period: |
Quarterly; the period from and including the Original Issue Date to but excluding the immediately following scheduled Interest Payment Date, and each successive period from and including a scheduled Interest Payment Date to but excluding the next scheduled Interest Payment Date. |
| Reference Rate: |
Compounded SOFR, with respect to any Interest Period, means the rate
of return of a daily compound interest investment computed in accordance with the following formula:
(Quarterly Compounded SOFR Factor - 1) x 360/Number of calendar days
in the Interest Period.
The Reference Rate is subject to the fallback provisions described
in “Description of the Notes We May Offer – Interest Rates – Floating Rate Notes – SOFR Notes – Effect of
a Benchmark Transition Event for Compounded SOFR Notes” in the accompanying prospectus supplement. |
| Quarterly Compounded SOFR Factor: |
Equal to the product of each Daily Compounded SOFR Factor observed in the Interest Period. |
| Daily Compounded SOFR Factor: |
With respect to any Banking Day during the Interest Period, the Daily
Compounded SOFR Factor will be equal to the following:
1 + (SOFR observed on the Lookback Date corresponding to such Banking
Day x number of calendar days from and including such Banking Day to, but excluding, the following Banking Day/360) |
| SOFR: |
SOFR
means, with respect to any U.S. Government Securities Business Day, (1) the Secured Overnight Financing Rate published for such U.S.
Government Securities Business Day as such rate appears on the SOFR Administrator’s website or any successor source at 3:00 p.m.
(New York time) on the immediately following U.S. |
| |
Government
Securities Business Day; (2) if the rate specified in (1) above does not so appear, the Secured
Overnight Financing Rate as published in respect of the first preceding U.S. Government Securities
Business Day for which the Secured Overnight Financing Rate was published on the SOFR Administrator’s
website or any successor source.
SOFR
will not be published in respect of any day that is not a U.S. Government Securities Business
Day, such as a Saturday, Sunday or holiday and, by definition, any Banking Day will constitute
a U.S. Government Securities Business Day. For this reason, in determining Compounded SOFR
in accordance with the specified formula and other provisions set forth herein, the daily
SOFR rate applied for any Banking Day in the Interest Period that immediately precedes one
or more days that are not Banking Days in the Interest Period will be multiplied by the number
of calendar days from and including such Banking Day to, but excluding, the following Banking
Day.
|
| SOFR Administrator: |
The Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing Rate). |
| Lookback Date: |
With respect to any Banking Day during the Interest Period, the date that is five Banking Days prior to such Banking Day. |
| Banking Day: |
Any weekday that is a U.S. Government Securities Business Day. A
“U.S. Government Securities Business Day” is any day, except for a Saturday, Sunday or a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day
for purposes of trading in U.S. government securities. |
| Minimum Rate: |
0.10% per annum |
| Valuation Date: |
The fifth Banking Day immediately preceding the related Interest Payment Date. |
| Interest Payment Dates: |
Quarterly, payable in arrears on March 7, June 7, September 7 and December 7 of each year, commencing on September 7, 2023 and ending on the Maturity Date. If the Interest Payment Date is not a Banking Day, the Interest Payment Date will be the next Banking Day, without adjustment for period end dates and provided that no further interest or other payment shall be made in respect of such delay. |
| Day Count Fraction: |
30/360, Unadjusted |
| Record Date: |
Interest will be payable to the persons in whose names the Notes are registered at the close of business on the Business Day immediately preceding each Interest Payment Date, which we refer to as a “regular record date,” except that the interest due at maturity will be paid to the persons in whose names the Notes are registered on the Maturity Date. |
| Canadian Bail-in Powers: |
The Notes are bail-inable debt securities and subject to conversion in whole or in part – by means of a transaction or series of transactions and in one or more steps – into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and to variation or extinguishment in consequence, and subject to the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes. See “Description of Senior Debt Securities — Special Provisions Related to Bail-inable Debt Securities” and “— Canadian Bank Resolution Powers” in the accompanying prospectus and “Risk Factors — Risks Relating to Bail-Inable Notes” in the accompanying prospectus supplement for a description of provisions and risks applicable to the Notes as a result of Canadian bail-in powers. |
| Agreement with Respect to the Exercise of Canadian Bail-in Powers: |
By its acquisition of an interest in any Note, each holder or beneficial
owner of that Note is deemed to (i) agree to be bound, in respect of the Notes, by the CDIC Act, including the conversion of the Notes,
in whole or in part – by means of a transaction or series of transactions and in one or more steps – into common shares of
the Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and the variation or extinguishment of the Notes in consequence,
and by the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation
of the CDIC Act with respect to the Notes; (ii) attorn and submit to the jurisdiction of the courts in the Province of Ontario with respect
to the CDIC Act and those laws; and (iii) acknowledge and agree that the terms referred to in paragraphs (i) and (ii), above, are binding
on that holder or beneficial owner despite any provisions in the indenture or the Notes, any other law that governs the Notes and any
other agreement, arrangement or understanding between that holder or beneficial owner and the Bank with respect to the Notes.
Holders and beneficial owners of Notes will have no further rights
in respect of their bail-inable debt securities to the extent those bail-inable debt securities are converted in a bail-in conversion,
other than those provided under the bail-in regime, and by its acquisition of an interest in any Note, each holder or beneficial owner
of that Note is deemed to irrevocably consent to the converted portion of the principal amount of that Note and any accrued and unpaid
interest thereon being deemed paid in full by the Bank by the issuance of common shares of the Bank (or, if applicable, any of its affiliates)
upon the occurrence of a bail-in conversion, which bail-in conversion will occur without any further action on the part of that holder
or beneficial owner or the trustee; provided that, for the avoidance of doubt, this consent will not limit or otherwise affect any rights
that holders or beneficial owners may have under the bail-in regime.
See “Description of Senior Debt Securities— Special Provisions
Related to Bail-inable Debt Securities” and “— Canadian Bank Resolution Powers” in the accompanying prospectus
and “Risk Factors — Risks Relating to Bail-Inable Notes” in the accompanying prospectus supplement for a description
of provisions and risks applicable to the Notes as a result of Canadian bail-in powers. |
| Calculation Agent: |
Canadian Imperial Bank of Commerce. We may appoint a different Calculation
Agent without your consent and without notifying you.
All determinations made by the Calculation Agent will be at its sole
discretion, and, in the absence of manifest error, will be conclusive for all purposes and binding on us and you. All percentages and
other amounts resulting from any calculation with respect to the Notes will be rounded at the Calculation Agent’s discretion. The
Calculation Agent will have no liability for its determinations. |
| Ranking: |
Senior, unsecured |
| Business Day: |
A Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in New York, New York. |
| CUSIP/ISIN: |
13607XJE8 / US13607XJE85 |
| Fees and Expenses: |
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. |
| Withholding: |
The Bank or the applicable paying agent will deduct or withhold from a payment on a Note any present or future tax, duty, assessment or other governmental charge that the Bank determines is required by law or the interpretation or administration thereof to be deducted or withheld. Payments on a Note will not be increased by any amount to offset such deduction or withholding. |
ADDITIONAL
RISK FACTORS
An investment in the Notes involves significant risks. In addition
to the following risks included in this pricing supplement, we urge you to read “Risk Factors” beginning on page S-1 of the
accompanying prospectus supplement and page 1 of the accompanying prospectus.
You should understand the risks of investing in the Notes and should
reach an investment decision only after careful consideration, with your advisers, of the suitability of the Notes in light of your particular
financial circumstances and the information set forth in this pricing supplement and the accompanying prospectus and prospectus supplement.
Structure Risks
The Interest Rate for Each Interest Period Is Variable And May Be
As Low As The Minimum Rate.
You will receive interest on the applicable Interest Payment Date at
the Interest Rate fixed on the corresponding Valuation Date, which may be as low as the Minimum Rate. The Interest Rate applicable to
each Interest Payment Date will fluctuate because it is equal to the sum of Compounded SOFR calculated on the applicable Valuation Date
and 1.35%, subject to the Minimum Rate. If Compounded SOFR calculated on any Valuation Date were less than -1.25%, the Interest Rate for
the relevant Interest Period would be equal to the Minimum Rate. Compounded SOFR calculated on any Valuation Date, on which the Interest
Rate is based, will vary and may be less than -1.25% for most or all of the Interest Period, and you may receive interest at the Minimum
Rate on most or all of the Interest Payment Dates. The return on the Notes may be lower than the return on conventional debt securities
of comparable maturity.
You will not know Interest Rate for Each Interest Period until the
end of that Interest Period.
The Reference Rate is compounded in arrears. Unlike forward-looking
term rates, the Interest Rate for Each Interest Period will be calculated at the end of that Interest Period.
The Repayment Of The Principal Amount Applies Only At Maturity.
The Notes offer repayment of the principal amount only if you hold
your Notes until the Maturity Date. If you sell the Notes prior to maturity, you may lose some of the principal amount.
The Notes Will Be Subject to Risks, Including Conversion in Whole
or in Part — by Means of a Transaction or Series of Transactions and in One or More Steps — into Common Shares of CIBC or
Any of its Affiliates, Under Canadian Bank Resolution Powers.
Under Canadian bank resolution powers, the Canada Deposit Insurance
Corporation (the “CDIC”) may, in circumstances where CIBC has ceased, or is about to cease, to be viable, assume temporary
control or ownership of CIBC and may be granted broad powers by one or more orders of the Governor in Council (Canada), including the
power to sell or dispose of all or a part of the assets of CIBC, and the power to carry out or cause CIBC to carry out a transaction or
a series of transactions the purpose of which is to restructure the business of CIBC. If the CDIC were to take action under the Canadian
bank resolution powers with respect to CIBC, this could result in holders or beneficial owners of the Notes being exposed to losses and
conversion of the Notes in whole or in part — by means of a transaction or series of transactions and in one or more steps —
into common shares of CIBC or any of its affiliates.
As a result, you should consider the risk that you may lose all or
part of your investment, including the principal amount plus any accrued interest, if the CDIC were to take action under the Canadian
bank resolution powers, including the bail-in regime, and that any remaining outstanding Notes, or common shares of CIBC or any of its
affiliates into which the Notes are converted, may be of little value at the time of a bail-in conversion and thereafter. See “Description
of Senior Debt Securities—Special Provisions Related to Bail-inable Debt Securities” and “— Canadian Bank Resolution
Powers” in the accompanying prospectus and “Risk Factors — Risks Relating to Bail-Inable Notes” in the accompanying
prospectus supplement for a description of provisions and risks applicable to the Notes as a result of Canadian bail-in powers.
Reference Rate Risks
The Occurrence of a Benchmark Transition
Event Could Adversely Affect the Return (if any) on the Notes.
A Benchmark
Transition Event (as defined in “Description of the Notes We May Offer – Interest Rates – Floating Rate Notes
– SOFR Notes – Effect of a Benchmark Transition Event for Compounded SOFR Notes” in the accompanying prospectus supplement)
could occur during the term of the Notes. Any resulting alternative
replacement and Calculation Agent adjustments and determinations,
as described in “Description of the Notes We May Offer – Interest Rates – Floating Rate Notes – SOFR Notes –
Effect of a Benchmark Transition Event for Compounded SOFR Notes” in the accompanying prospectus supplement, could adversely affect
the value of and the return on your Notes.
The Secured Overnight Financing Rate (“SOFR”) Is a Relatively
New Market Index and as the Related Market Continues to Develop, There May Be an Adverse Effect on the Return on or Value of the Notes;
SOFR May Be Modified or Discontinued.
The Federal Reserve Bank of New York notes on its publication page
for SOFR that use of SOFR is subject to important limitations, indemnification obligations and disclaimers, including that the Federal
Reserve Bank of New York may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at
any time without notice. There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that is materially
adverse to the interests of investors in the Notes. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that
change, or discontinuance may result in a reduction of the interest or other applicable payments payable on the Notes and a reduction
in the trading price of the Notes.
SOFR Has a Very Limited History, and the
Future Performance of SOFR Cannot Be Predicted Based on Historical Performance.
The publication of SOFR began in April 2018,
and, therefore, it has a very limited history. In addition, the future performance of SOFR cannot be predicted based on the limited historical
performance. Prior observed patterns, if any, in the behavior of market variables and their relation to SOFR, such as correlations, may
change in the future. While some pre-publication historical data have been released by the Federal Reserve Bank of New York,
such analysis inherently involves assumptions, estimates and approximations. The future performance of SOFR is impossible to predict and
therefore no future performance of SOFR may be inferred from any of the historical actual or historical indicative data. Hypothetical
or historical performance data are not indicative of, and have no bearing on, the potential performance of SOFR. You should not rely on
any historical changes or trends in SOFR as an indicator of the future performance of SOFR. Since the initial publication of SOFR, daily
changes in the rate have, on occasion, been more volatile than daily changes in comparable benchmark or market rates.
SOFR May Be More Volatile Than Other Benchmark
or Market Rates.
Since the initial publication of SOFR, daily
changes in the rate have, on occasion, been more volatile than daily changes in other benchmark or market rates, such as the U.S. dollar
LIBOR Rate, during corresponding periods, and SOFR may bear little or no relation to the historical actual or historical indicative data.
Any Failure of SOFR to Gain Market Acceptance
Could Adversely Affect the Notes.
SOFR was developed for use in certain U.S.
dollar derivatives and other financial contracts as an alternative to U.S. dollar LIBOR in part because it is considered a good representation
of general funding conditions in the overnight U.S. Treasury Repo market. However, as a rate based on transactions secured by U.S. Treasury
securities, it does not measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term
funding costs of banks. This may mean that market participants would not consider SOFR a suitable replacement or successor for all of
the purposes for which U.S. dollar LIBOR historically has been used (including, without limitation, as a representation of the unsecured
short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to gain market acceptance
could adversely affect the return on and value of the Notes and the price at which investors can sell the Notes in the secondary market.
The Secondary Trading Market for Securities
Linked to SOFR May Be Limited.
Since SOFR is a relatively new market index,
SOFR-linked securities likely will have no established trading market when issued or otherwise, and an established trading market may
never develop or may not be very liquid. If SOFR does not prove to be widely used as a benchmark in securities that are similar or comparable
to the Notes, the trading price of the Notes may be lower than those of securities that are linked to rates that are more widely used.
Similarly, market terms for securities that are linked to SOFR, including, but not limited to, the spread over the reference rate reflected
in the benchmark transition provisions, may evolve over time, and as a result, trading prices of the Notes may be lower than those of
later-issued securities that are based on SOFR. Investors in the Notes may not be able to sell the Notes at all or may not be able to
sell the Notes at prices that will provide them with a yield comparable to similar investments that have a developed secondary market,
and may consequently suffer from increased pricing volatility and market risk.
Historical Levels of SOFR Do Not Guarantee Future Levels.
The historical levels of SOFR do not guarantee its future levels. It
is not possible to predict whether SOFR will rise or fall during the term of the Notes.
Conflicts of Interest
Certain Business, Trading And Hedging Activities Of Us, CIBCWM And
Our Other Affiliates May Create Conflicts With Your Interests And Could Potentially Adversely Affect The Value Of The Notes.
We, CIBCWM or one or more of our other affiliates may engage in trading
and other business activities that are not for your account or on your behalf (such as holding or selling of the Notes for our proprietary
account or effecting secondary market transactions in the Notes for other customers). These activities may present a conflict of interest
between your interest in the Notes and the interests we, CIBCWM or one or more of our other affiliates may have in our or their proprietary
accounts. We, CIBCWM and our other affiliates may engage in any such activities without regard to the Notes or the effect that such activities
may directly or indirectly have on the value of the Notes.
Moreover, we, CIBCWM and our other affiliates play a variety of roles
in connection with the issuance of the Notes, including hedging our obligations under the Notes. We expect to hedge our obligations under
the Notes through CIBCWM, one of our other affiliates and/or another unaffiliated counterparty, which may include any dealer from which
you purchase the Notes. In connection with such activities, the economic interests of us, CIBCWM 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, CIBCWM, 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, CIBCWM, 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, CIBCWM, 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.
There Are Potential Conflicts of Interest Between You And The Calculation
Agent.
The Calculation Agent will, among other things, determine the Interest
Rate and decide the amount of your payment for any Interest Payment Date on the Notes. The Calculation Agent will exercise its judgment
when performing its functions. Because determinations made by the Calculation Agent may affect payments on the Notes, the Calculation
Agent may have a conflict of interest if it needs to make any such determination.
In addition, and without limiting the generality of the previous paragraph,
the Calculation Agent may make certain determinations if a “Benchmark Transition Event” (as discussed under “Additional
Terms of the Notes” below) occurs or it may administer a successor rate in certain circumstances as also described herein. For the
avoidance of doubt, any decision made by the Calculation Agent will be effective without consent from the holders of the Notes or any
other party. Potential conflicts of interest may exist between the Bank, the Calculation Agent and holders of the Notes. All determinations
made by the Calculation Agent in such a circumstance will be conclusive for all purposes and binding on the Bank and holders of the Notes.
In making these potentially subjective determinations, the Bank and/or the Calculation Agent may have economic interests that are adverse
to your interests, and such determinations may adversely affect the value of and return on your Notes. Because the continuation of SOFR
on the current basis cannot and will not be guaranteed, the Calculation Agent is likely to exercise more discretion in respect of calculating
interest payable on the Notes than would be the case in the absence of such a need to select a successor rate.
Tax Risks
The Tax Treatment Of The Notes Is Uncertain.
Significant aspects of the tax treatment of the Notes are uncertain.
You should consult your tax advisor about your own tax situation. See “U.S. Federal Income Tax Considerations” and “Certain
Canadian Income Tax Considerations” in this pricing supplement.
General Risks
Payments On The Notes Are Subject To Our Credit Risk, And Actual
Or Perceived Changes In Our Creditworthiness Are Expected To Affect The Value Of The Notes.
The Notes
are our senior unsecured debt obligations and are not, either directly or indirectly, an obligation of any third party. As further described
in the accompanying prospectus and prospectus supplement, the Notes will rank on par with all of our other unsecured and unsubordinated
debt obligations, except such obligations as may be preferred by operation of law. All payments to be made on the Notes, including
the interest payments and the return of the principal amount at maturity, depend on our ability to satisfy our obligations as they come
due. As a result, the actual and perceived creditworthiness of us may affect the market value of the Notes and, in the event we were to
default on our obligations, you may not receive the amounts owed to you under the terms of the Notes. If we default on our obligations
under the Notes, your investment would be at risk and you could lose some or all of your investment. See “Description of Senior
Debt Securities—Events of Default” in the accompanying prospectus.
The Inclusion Of Dealer Spread And Projected Profit From Hedging
In The Original Issue Price Is Likely To Adversely Affect Secondary Market Prices.
Assuming no change in market conditions or any other relevant factors,
the price, if any, at which CIBCWM or any other party is willing to purchase the Notes at any time in secondary market transactions will
likely be significantly lower than the original issue price, since secondary market prices are likely to exclude underwriting commissions
paid with respect to the Notes and the cost of hedging our obligations under the Notes that are included in the original issue price.
The cost of hedging includes the projected profit that we and/or our affiliates may realize in consideration for assuming the risks inherent
in managing the hedging transactions. These secondary market prices are also likely to be reduced by the costs of unwinding the related
hedging transactions. In addition, any secondary market prices may differ from values determined by pricing models used by CIBCWM as a
result of dealer discounts, mark-ups or other transaction costs.
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.
THE SECURED OVERNIGHT FINANCING
RATE
All information regarding SOFR set forth in this document has been
derived from publicly available information. Neither we nor any of our affiliates have independently verified the accuracy or the completeness
of all information regarding SOFR that we have derived from publicly available sources. Neither we nor any of our affiliates are under
any obligation to update, modify or amend all information regarding SOFR or the historical performance of SOFR.
Historical Performance of SOFR
The following graph sets forth of the historical performance of SOFR
for the period from April 3, 2018 to June 5, 2023. On June 5, 2023, the rate of SOFR was 5.06%. We obtained the rates below from Bloomberg
Professional® Service (“Bloomberg”) without independent verification. The historical performance of should
not be taken as an indication of its future performance, and no assurances can be given as to SOFR at any time during the term of the
Notes. We cannot give you assurance that the sum of the Compounded SOFR calculated on any Valuation Date and 1.35% will outperform the
Minimum Rate.
Historical Performance of SOFR
Source:
Bloomberg
U.S. 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 Income Tax Consequences—United States
Taxation” in the accompanying prospectus, which you should carefully review prior to investing in the Notes. It applies only to
those U.S. Holders who are not excluded from the discussion of United States Taxation in the accompanying prospectus.
You should 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.
In the opinion of Mayer Brown LLP, the Notes should be treated as debt
instruments for U.S. federal income tax purposes. Assuming such treatment is respected, the coupon on a Note will be taxable to a U.S.
Holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. Holder’s normal method of accounting
for tax purposes.
Upon the sale, exchange, retirement or other disposition of a Note,
a U.S. Holder will recognize taxable gain or loss equal to the difference, if any, between the amount realized on the sale, exchange,
retirement or other disposition, other than accrued but unpaid interest which will be taxable as interest, and such U.S. Holder’s
adjusted tax basis in the Note. A U.S. Holder’s adjusted tax basis in a Note generally will equal the cost of the Note to such U.S.
Holder, and any such gain or loss will generally be capital gain or loss. For a non-corporate U.S. Holder, under current law, the maximum
marginal U.S. federal income tax rate applicable to the gain will be generally lower than the maximum marginal U.S. federal income tax
rate applicable to ordinary income if the U.S. Holder’s holding period for the Notes exceeds one year (i.e., such gain is long-term
capital gain). Any gain or loss realized on the sale, exchange, retirement or other disposition of a Note generally will be treated as
U.S. source gain or loss, as the case may be. Consequently, a U.S. Holder may not be able to claim a credit for any non-U.S. tax imposed
upon a disposition of a Note. The deductibility of capital losses is subject to limitations.
CERTAIN
CANADIAN INCOME TAX CONSIDERATIONS
In the opinion of Blake, Cassels & Graydon LLP, our Canadian tax
counsel, the following summary describes the principal Canadian federal income tax considerations under the Income Tax Act (Canada)
and the regulations thereto (the “Canadian Tax Act”) generally applicable at the date hereof to a purchaser who acquires beneficial
ownership of a Note pursuant to this pricing supplement and who for the purposes of the Canadian Tax Act and at all relevant times: (a)
is neither resident nor deemed to be resident in Canada; (b) deals at arm’s length with the Issuer and any transferee resident (or
deemed to be resident) in Canada to whom the purchaser disposes of the Note; (c) acquires and holds Notes and any common shares acquired
on a bail-in conversion as capital property; (d) does not use or hold and is not deemed to use or hold the Note or any common shares acquired
on a bail-in conversion in, or in the course of, carrying on a business in Canada; (e) is entitled to receive all payments (including
any interest and principal) made on the Note; (f) is not a, and deals at arm’s length with any, “specified shareholder”
of the Issuer for purposes of the thin capitalization rules in the Canadian Tax Act; and (g) is not an entity in respect of which the
Issuer or any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of, loans or otherwise transfers
the Note is a “specified entity”, and is not a “specified entity” in respect of such a transferee, in each case,
for purposes of the Hybrid Mismatch Rules, as defined below (a “Non-Resident Holder”). Special rules which apply to non-resident
insurers carrying on business in Canada and elsewhere are not discussed in this summary.
This summary assumes that no amount paid or payable to a holder described
herein will be the deduction component of a “hybrid mismatch arrangement” under which the payment arises within the meaning
of the rules in the Canadian Tax Act with respect to “hybrid mismatch arrangements” (the “Hybrid Mismatch Rules”).
Investors should note that the Hybrid Mismatch Rules are highly complex and there remains significant uncertainty as to their interpretation
and application.
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.
For the purposes of the Canadian Tax Act, all amounts not otherwise
expressed in Canadian dollars must be converted into Canadian dollars based on the exchange rate as quoted by the Bank of Canada for the
applicable day or such other rate of exchange acceptable to the Minister of National Revenue (Canada).
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.
Notes
Interest payable on the Notes should not be considered to be “participating
debt interest” as defined in the Canadian Tax Act and accordingly, a Non-Resident Holder should not be subject to Canadian non-resident
withholding tax in respect of amounts paid or credited or deemed to have been paid or credited by the Issuer on a Note as, on account
of or in lieu of payment of, or in satisfaction of, interest.
In the event that a Note held by a Non-Resident Holder is converted
to common shares on a bail-in conversion, the amount (the “Excess Amount”), if any, by which the fair market value of the
common shares received on the conversion exceeds the sum of: (i) the price for which the Note was issued, and (ii) any amount that is
paid in respect of accrued and unpaid interest at the time of the conversion (the “Conversion Interest”) may be deemed to
be interest paid to the Non-Resident Holder. There is a risk that the Excess Amount (if any) and the Conversion Interest could be characterized
as “participating debt interest” and, therefore, subject to Canadian non-resident withholding tax unless certain exceptions
apply.
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.
Common Shares Acquired on a Bail-in Conversion
Dividends
Dividends paid or credited or deemed to be paid or credited to a Non-Resident
Holder on common shares of the Issuer or of any affiliate of the Issuer that is a corporation resident or deemed to be resident in Canada
will be subject to Canadian non-resident withholding tax of 25% but such rate may be reduced under the terms of an applicable income tax
treaty.
Dispositions
A Non-Resident Holder will not be subject to tax under the Canadian
Tax Act on any capital gain realized on a disposition or deemed disposition of any common shares of the Issuer or of any affiliate unless
the common shares constitute “taxable Canadian property” to the Non-Resident Holder for purposes of the Canadian Tax Act at
the time of their disposition, and such Non-Resident Holder is not entitled to relief pursuant to the provisions of an applicable income
tax treaty.
Generally, the common shares of the Issuer or of any such affiliate
will not constitute taxable Canadian property to a Non-Resident Holder provided that they are listed on a designated stock exchange (which
includes the TSX and
NYSE) at the time of the disposition, unless, at any particular time during the 60-month period that ends at that
time, the following conditions are met concurrently: (i) one or any combination of (a) the Non-Resident Holder, (b) persons with whom
the Non-Resident Holder did not deal at arm’s length, or (c) partnerships in which the Non-Resident Holder or a person described
in (b) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of
any class or series of the applicable issuer’s share capital and (ii) more than 50% of the fair market value of the common shares
of such issuer was derived directly or indirectly from one or any combination of (a) real or immovable property situated in Canada, (b)
Canadian resource properties (as defined in the Canadian Tax Act), (c) timber resource properties (as defined in the Canadian Tax Act),
and (d) an option, an interest or right in any of the foregoing property, whether or not such property exists. Notwithstanding the foregoing,
a common share of the Issuer or of any such affiliate may be deemed to be “taxable Canadian property” in certain other circumstances.
Non-Resident Holders whose common shares of the Issuer or of any such affiliate may constitute taxable Canadian property should consult
their own tax advisers with respect to their particular circumstances.
SUPPLEMENTAL PLAN OF DISTRIBUTION
(CONFLICTS OF INTEREST)
CIBCWM will purchase the Notes from CIBC at the price to public less
the underwriting discount set forth on the cover page of this pricing supplement for distribution to other registered broker-dealers,
or will offer the Notes directly to investors. CIBCWM or other registered broker-dealers will offer the Notes at the price to public set
forth on the cover page of this pricing supplement. CIBCWM may receive a commission of $8.00 (0.80%) per $1,000 principal amount of the
Notes and may use a portion or all of that commission to allow selling concessions to other dealers in connection with the distribution
of the Notes. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. The price to public for
Notes purchased by certain fee-based advisory accounts will be 99.20% of the principal amount of the Notes. Any sale of a note to a fee-based
advisory account at a price to public below 100.00% of the principal amount will reduce the agent’s commission specified on the
cover page of this pricing supplement with respect to such note. The price to public paid by any fee-based advisory account will be reduced
by the amount of any fees assessed by the dealers involved in the sale of the Notes to such advisory account but not by more than 0.80%
of the principal amount of the Notes.
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
may use this pricing supplement in the initial sale of the Notes. In addition, CIBCWM or any of
our other 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 Original Issue Date.
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 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.
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