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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-272447
(To Prospectus dated September 5, 2023,
Prospectus Supplement dated September 5, 2023 and
Product Supplement COMM LIRN-1 dated September 20, 2023) |
312,896 Units
$10 principal amount per unit
CUSIP No. 13608Q648
![](https://www.sec.gov/Archives/edgar/data/1045520/000110465924079829/tm2418636d12_424b2-img01.jpg)
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Pricing Date
Settlement Date
Maturity Date |
July 11, 2024
July 18, 2024
July 31, 2026 |
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Capped Leveraged Index Return Notes®
Linked to the Bloomberg Commodity IndexSM
· Maturity
of approximately two years
· 2-to-1 upside exposure to increases in the Index, subject to a capped return of 32.00%
· 1-to-1 downside exposure to decreases in the Index beyond a 10% decline, with up to 90% of your principal
at risk
· All payments occur at maturity and are subject to the credit risk of Canadian Imperial Bank of Commerce
· No periodic interest payments
· In addition to the underwriting discount set forth below, the notes include a hedging-related charge
of $0.075 per unit. See “Structuring the Notes”
· Limited secondary market liquidity, with no exchange listing
· The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank.
The notes are not insured or guaranteed by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or
any other governmental agency of the United States, Canada, or any other jurisdiction |
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The notes are being issued by Canadian Imperial Bank of Commerce (“CIBC”).
There are important differences between the notes and a conventional debt security, including different investment risks and certain additional
costs. See “Risk Factors” and “Additional Risk Factors” beginning on page TS-6 of this term sheet and “Risk
Factors” beginning on page PS-6 of product supplement COMM LIRN-1.
The initial estimated value of the notes as of the pricing date is $9.591
per unit, which is less than the public offering price listed below. See “Summary” on the following page, “Risk
Factors” beginning on page TS-6 of this term sheet and “Structuring the Notes” on page TS-14 of this term sheet for
additional information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy.
_________________________
None of the Securities and Exchange Commission (the “SEC”), any
state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if this Note Prospectus
(as defined below) is truthful or complete. Any representation to the contrary is a criminal offense.
_________________________
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Per Unit |
Total |
Public offering price |
$ 10.00 |
$3,128,960.00 |
Underwriting discount |
$ 0.20 |
$ 62,579.20 |
Proceeds, before expenses, to CIBC |
$ 9.80 |
$3,066,380.80 |
The notes:
Are Not FDIC Insured |
Are Not Bank Guaranteed |
May Lose Value |
BofA Securities
July 11, 2024
Capped Leveraged Index Return Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 | |
Summary
The Capped Leveraged Index Return
Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 (the “notes”) are our senior
unsecured debt securities. The notes are not guaranteed or insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit
Insurance Corporation or any other governmental agency of the United States, Canada or any other jurisdiction or secured by collateral.
The notes are not bail-inable debt securities (as defined on page 6 of the prospectus). The notes will rank equally with all of our
other unsecured and unsubordinated debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit
risk of CIBC. The notes provide you a leveraged return subject to a cap, if the Ending Value of the Market Measure, which is the Bloomberg
Commodity IndexSM (the “Index”), is greater than the Starting Value. If the Ending Value is equal or less than
the Starting Value but greater than or equal to the Threshold Value, you will receive the principal
amount of your notes. If the Ending Value is less than the Threshold Value, you will lose a portion, which could be significant, of the
principal amount of your notes. Any payments on the notes will be calculated based on the $10 principal amount per unit and will depend
on the performance of the Index, subject to our credit risk. See “Terms of the Notes” below.
The economic terms of the notes (including the Capped
Value) are based on our internal funding rate, which is the rate we would pay to borrow funds through the issuance of market-linked
notes, and the economic terms of certain related hedging arrangements. Our internal funding rate is typically lower than the rate we would
pay when we issue conventional fixed rate debt securities. This difference in funding rate, as well as the underwriting discount and the
hedging-related charge and certain service fee described below, reduced the economic terms of the notes to you and the initial estimated
value of the notes on the pricing date. Due to these factors, the public offering price you pay to purchase the notes is greater than
the initial estimated value of the notes.
On the cover page of this term sheet, we have provided the initial
estimated value for the notes. This initial estimated value was determined based on our pricing models, and was based on our internal
funding rate on the pricing date, market conditions and other relevant factors existing at that time, and our assumptions about market
parameters. For more information about the initial estimated value and the structuring of the notes, see “Structuring the Notes”
on page TS-14.
Terms of the Notes |
Redemption Amount Determination |
Issuer: |
Canadian Imperial Bank of Commerce (“CIBC”) |
On the maturity date, you will receive a cash payment per unit determined as follows: |
Principal Amount: |
$10.00 per unit |
![](https://www.sec.gov/Archives/edgar/data/1045520/000110465924079829/tm2418636d12_424b2-img08.jpg)
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Term: |
Approximately two years |
Market Measure: |
The Bloomberg Commodity IndexSM (Bloomberg symbol: “BCOM”). |
Starting Value: |
100.7639 |
Ending Value: |
The closing level of the Index on the calculation day. The scheduled calculation day is subject to postponement in the event of Market Disruption Events, as described on page PS-21 of product supplement COMM LIRN-1. |
Participation Rate: |
200.00% |
Capped Value: |
$13.20 per unit, which represents a return of 32.00% over the principal amount. |
Threshold Value: |
90.6875 (90% of the Starting Value, rounded to four decimal places) |
Calculation Day: |
July 24, 2026 |
Fees and Charges: |
The underwriting discount of $0.20 per unit listed on the cover page and the hedging-related charge of $0.075 per unit described in “Structuring the Notes” on page TS-14. |
Calculation Agent: |
BofA Securities, Inc. (“BofAS”) |
Capped Leveraged Index Return Notes® | TS-2 |
Capped Leveraged Index Return Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 | |
The terms and risks of the notes are contained in this term sheet and
in the following:
| § | Prospectus supplement dated September
5, 2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098166/tm2322483d94_424b5.htm
| § | Prospectus dated September 5, 2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098163/tm2325339d10_424b3.htm
These documents (together, the “Note Prospectus”) have been
filed as part of a registration statement with the SEC, which may, without cost, be accessed on the SEC website as indicated above or
obtained from Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) or BofAS by calling 1-800-294-1322. Before
you invest, you should read the Note Prospectus, including this term sheet, for information about us and this offering. Any prior or contemporaneous
oral statements and any other written materials you may have received are superseded by the Note Prospectus.
Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement COMM LIRN-1. Unless otherwise
indicated or unless the context requires otherwise, all references in this document to “we,” “us,” “our,”
or similar references are to CIBC.
Investor Considerations
You may wish to consider an investment in the notes if: |
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The notes may not be an appropriate investment for you if: |
· You anticipate that the Index will increase moderately from the Starting Value to the Ending
Value.
· You are willing to risk a substantial loss of principal if the Index decreases from the Starting Value to an Ending Value that
is below the Threshold Value.
· You accept that the return on the notes will be capped.
· You are willing to forgo the interest payments that are paid on conventional interest bearing debt securities.
· You are willing to forgo the rights and benefits of owning the commodities or the futures contracts included in, or tracked by,
the Index.
· You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes,
if any, will be affected by various factors, including our actual and perceived creditworthiness, our internal funding rate and fees and
charges on the notes.
· You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption Amount. |
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· You believe that the Index will decrease from the Starting Value to the Ending Value or that it will not increase sufficiently
over the term of the notes to provide you with your desired return.
· You seek 100% principal repayment or preservation of capital.
· You seek an uncapped return on your investment.
· You seek interest payments or other current income on your investment.
· You want to receive the rights and benefits of owning the commodities or the futures contracts included in, or tracked by, the
Index.
· You seek an investment for which there will be a liquid secondary market.
· You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes. |
We urge you to consult your investment, legal, tax, accounting, and
other advisors before you invest in the notes.
Capped Leveraged Index Return Notes® | TS-3 |
Capped Leveraged Index Return Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 | |
Hypothetical Payout Profile and Examples of Payments
at Maturity
Capped Leveraged Index Return Notes® |
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![](https://www.sec.gov/Archives/edgar/data/1045520/000110465924079829/tm2418636d12_424b2-img03.jpg) |
This graph reflects the returns on the
notes, based on the Participation Rate of 200%, the Threshold Value of 90% of the Starting Value and the Capped Value of $13.20 per unit.
The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in the Index.
This graph has been prepared for purposes
of illustration only. |
The following table and examples are for purposes of illustration only. They
are based on hypothetical values and show hypothetical returns on the notes. They illustrate the calculation of the Redemption
Amount and total rate of return based on a hypothetical Starting Value of 100.00, a hypothetical Threshold Value of 90.00, the Participation
Rate of 200.00%, the Capped Value of $13.20 per unit and a range of hypothetical Ending Values. The actual amount you receive and the
resulting total rate of return will depend on the actual Starting Value, Threshold Value and Ending Value, and whether you hold the notes
to maturity. The following examples do not take into account any tax consequences from investing in the notes.
For recent actual levels of the Index, see “The Index”
section below. All payments on the notes are subject to issuer credit risk.
Ending Value |
Percentage Change
from the
Starting Value to the Ending Value |
Redemption Amount
per Unit |
Total Rate of Return
on the
Notes |
0.00 |
-100.00% |
$1.00 |
-90.00% |
50.00 |
-50.00% |
$6.00 |
-40.00% |
80.00 |
-20.00% |
$9.00 |
-10.00% |
90.00(1) |
-10.00% |
$10.00 |
0.00% |
94.00 |
-6.00% |
$10.00 |
0.00% |
97.00 |
-3.00% |
$10.00 |
0.00% |
100.00(2) |
0.00% |
$10.00 |
0.00% |
102.00 |
2.00% |
$10.40 |
4.00% |
105.00 |
5.00% |
$11.00 |
10.00% |
116.00 |
16.00% |
$13.20(3) |
32.00% |
130.00 |
30.00% |
$13.20 |
32.00% |
150.00 |
50.00% |
$13.20 |
32.00% |
200.00 |
100.00% |
$13.20 |
32.00% |
| (1) | This is the hypothetical Threshold Value. |
| (2) | The hypothetical Starting Value of 100.00 used in these examples has been chosen for illustrative purposes only. The actual
Starting Value is 100.7639, which was the closing level of the Index on the pricing date. |
| (3) | The Redemption Amount per unit cannot exceed the Capped Value. |
Capped Leveraged Index Return Notes® | TS-4 |
Capped Leveraged Index Return Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 | |
Redemption Amount Calculation Examples
Example 1 |
The Ending Value is 50.00, or 50.00% of the Starting Value: |
Starting Value: |
100.00 |
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Threshold Value: |
90.00 |
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Ending Value: |
50.00 |
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![](https://www.sec.gov/Archives/edgar/data/1045520/000110465924079829/tm2418636d12_424b2-img04.jpg) |
Redemption Amount per unit |
Example 2 |
The Ending Value is 97.00, or 97.00% of the Starting Value: |
Starting Value: |
100.00 |
Threshold Value: |
90.00 |
Ending Value: |
97.00 |
Redemption Amount (per unit) = $10.00, the principal amount, since the Ending Value is less than the Starting Value but equal to or greater than the Threshold Value. |
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Example 3 |
The Ending Value is 105.00, or 105.00% of the Starting Value: |
Starting Value: |
100.00 |
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Ending Value: |
105.00 |
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![](https://www.sec.gov/Archives/edgar/data/1045520/000110465924079829/tm2418636d12_424b2-img05.jpg) |
Redemption Amount per unit. |
Example 4 |
The Ending Value is 130.00, or 130.00% of the Starting Value: |
Starting Value: |
100.00 |
Ending Value: |
130.00 |
![](https://www.sec.gov/Archives/edgar/data/1045520/000110465924079829/tm2418636d12_424b2-img06.jpg) |
= $16.00, however, because the Redemption Amount for the notes cannot exceed the Capped Value, the Redemption Amount will be $13.20 per unit |
Capped Leveraged Index Return Notes® | TS-5 |
Capped Leveraged Index Return Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 | |
Risk Factors
There are important differences between the notes and a conventional
debt security. An investment in the notes involves significant risks, including those listed below. You should carefully review the more
detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page PS-6 of product supplement
COMM LIRN-1, page S-1 of the prospectus supplement, and page 1 of the prospectus identified above. We also urge you to consult your investment,
legal, tax, accounting, and other advisors before you invest in the notes.
Structure-related Risks
| § | Depending on the performance of the Index as measured shortly
before the maturity date, you may lose up to 90% of the principal amount. |
| § | Your investment return is limited to the return represented by the Capped Value and may be less than a comparable investment directly
in any related futures contract. |
| § | Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of
comparable maturity. |
| § | 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. If we become insolvent or are unable to pay our obligations, you may lose your entire investment. |
Valuation- and Market-related Risks
| § | Our initial estimated value of the notes is lower than the public offering price of the notes. The public offering price of the notes
exceeds our initial estimated value because costs associated with selling and structuring the notes, as well as hedging the notes, all
as further described in “Structuring the Notes” on page TS-14, are included in the public offering price of the notes. |
| § | Our initial estimated value does not represent future values of the notes and may differ from others’ estimates. Our initial
estimated value is only an estimate, which was determined by reference to our internal pricing models when the terms of the notes were
set. This estimated value was based on market conditions and other relevant factors existing at that time, our internal funding rate on
the pricing date and our assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors.
Different pricing models and assumptions could provide valuations for the notes that are greater or less than our initial estimated value.
In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On
future dates, the market value of the notes could change significantly based on, among other things, changes in market conditions, including
the level of the Index, our creditworthiness, interest rate movements and other relevant factors, which may impact the price at which
MLPF&S, BofAS or any other party would be willing to buy notes from you in any secondary market transactions. Our estimated value
does not represent a minimum price at which MLPF&S, BofAS or any other party would be willing to buy your notes in any secondary market
(if any exists) at any time. |
| § | Our initial estimated value of the notes was not determined by reference to credit spreads for our conventional fixed-rate debt. The
internal funding rate that was used in the determination of our initial estimated value of the notes generally represents a discount from
the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of
the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs
for our conventional fixed-rate debt. If we were to have used the interest rate implied by our conventional fixed-rate debt, we would
expect the economic terms of the notes to be more favorable to you. Consequently, our use of an internal funding rate for market-linked
notes had an adverse effect on the economic terms of the notes and the initial estimated value of the notes on the pricing date, and could
have an adverse effect on any secondary market prices of the notes. |
| § | A trading market is not expected to develop for the notes. None of us, MLPF&S or BofAS is obligated to make a market for, or to
repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market. |
Conflict-related Risks
| § | Our business, hedging and trading activities, and those of MLPF&S, BofAS and our respective affiliates (including trades related
to the Index or any of the Index Components), and any hedging and trading activities we, MLPF&S, BofAS or our respective affiliates
engage in for our clients’ accounts, may affect the market value and return of the notes and may create conflicts of interest with
you. |
| § | There may be potential conflicts of interest involving the calculation agent, which is BofAS. We have the right to appoint and remove
the calculation agent. |
Market Measure-related Risks
| § | The Index sponsor may adjust the Index in a way that affects its level, and has no obligation to consider your interests. |
| § | Ownership of the notes will not entitle you to any rights with respect to any commodities or futures contracts represented by or included
in the Index. |
| § | The prices of commodities or futures contracts represented by or included in the Index may change unpredictably, affecting the value
of your notes in unforeseeable ways. |
Capped Leveraged Index Return Notes® | TS-6 |
Capped Leveraged Index Return Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 | |
| § | Suspension or disruptions of market trading in the related commodities and futures contracts may adversely affect the value of the
notes. |
| § | Changes in exchange methodology may adversely affect the value of the notes. |
| § | Legal and regulatory changes could adversely affect the return on and value of your notes. |
| § | The notes will not be regulated by the U.S. Commodity Futures Trading Commission. |
| § | The Index includes futures contracts traded on foreign exchanges, which may be less regulated than U.S. markets and may involve different
and greater risks than trading on U.S. exchanges. |
| § | Exchange rate movements may adversely impact the value of notes. |
Tax-related Risks
| § | The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See “Summary
of U.S. Federal Income Tax Consequences” below and “U.S. Federal Income Tax Summary” beginning on page PS-30 of product
supplement COMM LIRN-1. For a discussion of the Canadian federal income tax consequences of investing in the notes, see “Material
Income Tax Consequences—Canadian Taxation” in the prospectus, as supplemented by the discussion under “Summary of Canadian
Federal Income Tax Considerations” herein. |
Additional Risk Factors
The Index tracks commodity futures contracts and does not track
the spot prices of the Index Commodities.
The Index is composed of exchange-traded futures contracts (the “Index
Components”) on physical commodities (the “Index Commodities”). Unlike equities, which typically entitle the holder
to a continuing stake in a corporation, a commodity futures contract is typically an agreement to buy a set amount of an underlying physical
commodity at a predetermined price during a stated delivery period. A futures contract reflects the expected value of the underlying physical
commodity upon delivery in the future. In contrast, the underlying physical commodity’s current or “spot” price reflects
the immediate delivery value of the commodity.
The notes are linked to the Index and not to the spot prices of the
Index Commodities. An investment in the notes is not the same as buying and holding the Index Commodities. While price movements in the
Index Components may correlate with changes in the spot prices of the Index Commodities, the correlation will not be perfect and price
movements in the spot markets for the Index Commodities may not be reflected in the futures market (and vice versa). Accordingly, an increase
in the spot prices of the Index Commodities may not result in an increase in the prices of the Index Components or the level of the Index.
The prices of the Index Components and the level of the Index may decrease while the spot prices for the Index Commodities remain stable
or increase, or do not decrease to the same extent.
Higher future prices of the Index Components relative to their
current prices may have a negative effect on the level of the Index and therefore the value of the notes.
Commodity indices generally reflect movements in commodity prices
by measuring the value of futures contracts for the applicable commodities. To maintain the Index, as futures contracts approach expiration,
they are replaced by similar contracts that have a later expiration. This process is referred to as “rolling.” The level of
the Index is calculated as if the expiring futures contracts are sold and the proceeds from those sales are used to purchase longer-dated
futures contracts.
The difference in the price between the contracts that are sold and
the new contracts for more distant delivery that are purchased is called “roll yield,” and the change in price that contracts
experience while they are components of the Index is sometimes referred to as “spot return.”
If the expiring futures contract included in the Index is “rolled”
into a less expensive futures contract with a more distant delivery date, the market for that futures contract is trading in “backwardation.”
In this case, the effect of the roll yield on the level of the Index will be positive because it costs less to replace the expiring futures
contract. However, if the expiring futures contract included in the Index is “rolled” into a more expensive futures contract
with a more distant delivery date, the market for that futures contract is trading in “contango.” In this case, the effect
of the roll yield on the level of the Index will be negative because it will cost more to replace the expiring futures contract.
There is no indication that the markets for the Index Components
will consistently be in backwardation or that there will be a positive roll yield that increases the level of the Index. It is possible,
when near-term or spot prices of the Index Components are decreasing, for the level of the Index to decrease significantly over time even
when some or all of the Index Components are experiencing backwardation. If all other factors remain constant, the presence of contango
in the market for an Index Component could result in negative roll yield, which could decrease the level of the Index and the value of
the notes.
Risks associated with the Index may adversely affect the market
price of the notes.
The annual composition of the Index will be calculated in reliance
upon historic price, liquidity, and production data that are subject to potential errors in data sources or errors that may affect the
weighting of the Index Components. The Index sponsor may not discover every discrepancy and any discrepancies that require revision will
not be applied retroactively. These discrepancies may adversely affect the level of the Index and the market price of the notes.
The notes are linked to an excess return index and not a total
return index.
The notes are linked to an excess return index and not a total return
index. An excess return index, such as the Index, reflects the returns that are potentially available through an unleveraged investment
in the contracts composing that index. By contrast, a “total return” index, in addition to reflecting those returns, also
reflects interest that could be earned on funds committed to the trading of the underlying futures contracts.
Capped Leveraged Index Return Notes® | TS-7 |
Capped Leveraged Index Return Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 | |
The Index
All disclosures contained in this term sheet regarding the Index have
been derived from publicly available sources, which we have not independently verified. The information reflects the policies of, and
is subject to change by, Bloomberg Index Services Limited (“BISL” or the “Index sponsor”). The Index sponsor,
which licenses the copyright and all other rights to the Index, has no obligation to continue to publish, and may discontinue publication
of, the Index. The consequences of the Index sponsor discontinuing publication or determination of the Index are discussed in the section
entitled “Description of LIRNs— Discontinuance of a Market Measure” on page PS-22 of product supplement COMM LIRN-1.
None of us, the calculation agent, MLPF&S or BofAS accepts any responsibility for the calculation, maintenance or publication of the
Index or any successor.
General
The Index is currently composed of 23 Index Components on 21 Index
Commodities. It is quoted in U.S. dollars and reflects the return of underlying commodity futures price movements only. It reflects the
returns that are potentially available through an unleveraged investment in the futures contracts on Index Commodities comprising the
Index as described below. The value of the Index is computed on the basis of hypothetical investments in the basket of commodities that
make up the Index.
The Index was previously known as the Dow Jones–UBS Commodity
IndexSM. The Index was created by AIG International Inc. in 1998, acquired by UBS in May 2009, administered by Bloomberg starting
in 2014. Bloomberg acquired the Index in September 2020.
Index Governance, Audit and Review Structure
BISL uses two primary committees to provide overall governance and
oversight of its benchmark administration activities:
| · | The product, risk and operations committee provides direct governance and is responsible for the first line of controls over the creation,
design, production and dissemination of benchmark indices, strategy indices and fixings administered by BISL, including the Index. The
product, risk and operations committee is composed of Bloomberg personnel with significant experience or relevant expertise in relation
to financial benchmarks. Meetings are attended by Bloomberg legal & compliance personnel. Nominations and removals are subject to
review by Bloomberg’s benchmark oversight committee, discussed below. |
| · | The oversight function is provided by the benchmark oversight committee. The benchmark oversight committee is independent of the product,
risk and operations committee and is responsible for reviewing and challenging the activities carried out by the product, risk and operations
committee. In carrying out its oversight duties, the benchmark oversight committee receives reports of management information both from
the product, risk and operations committee as well as Bloomberg legal and compliance members engaged in second level controls. |
On a quarterly basis, the product, risk and operations committee reports
to the benchmark oversight committee on governance matters, including but not limited to client complaints, the launch of new benchmarks,
operational incidents (including errors & restatements), major announcements and material changes concerning the benchmarks, the results
of any reviews of the benchmarks (internal or external) and material stakeholder engagements.
Composition of the Index
Commodities Available for Inclusion in the Index. Commodities
are selected for the Index that are believed to be both sufficiently significant to the world economy to merit consideration and that
are tradable through a qualifying related futures contract. With the exception of several metals contracts (aluminum, lead, tin, nickel
and zinc) that trade on the London Metals Exchange (“LME”) and the contract for Brent Crude Oil and Low Sulphur Gas Oil, each
of the commodities is the subject of at least one futures contract that trades on a U.S. exchange. Twenty-five commodities are considered
to be eligible for inclusion in the Index. They are: aluminum, cocoa, coffee, copper, corn, cotton, crude oil (WTI
crude and Brent crude), gold, ultra-low-sulfur diesel (heating oil), lead, lean hogs, live cattle, low sulphur gas oil, natural gas, nickel,
platinum, silver, soybean meal, soybean oil, soybeans, sugar, tin, unleaded gasoline, wheat
(Soft (Chicago) wheat and Hard Red Winter (Kansas City) wheat) and zinc.
The twenty-one commodities represented in the Index for 2022 are: aluminum,
coffee, copper, corn, cotton, crude oil (WTI crude and Brent crude), gold, ultra-low-sulfur diesel (heating oil), lean hogs, live cattle,
low sulfur gas oil, natural gas, nickel, silver, soybean meal, soybean oil, soybeans, sugar, unleaded gasoline,
wheat (Soft (Chicago) wheat and Hard Red Winter (Kansas City) wheat) and zinc.
Designated Contracts for Each Commodity. One or more commodity
contracts known as “designated contracts” are selected by BISL for each commodity. With the exception of several LME contracts,
which are traded in London, low sulphur gas oil, which is traded on the ICE Futures Europe, in London, crude oil, for which two designated
contracts have been selected, and wheat for which two designated contracts that are traded in North America have been selected, BISL
selects for each index commodity one commodity contract that is traded in North America and denominated in U.S. dollars. Data concerning
the designated contracts will be used to calculate the Index. It is possible that BISL will in the future select more than one designated
contract for additional commodities or may select designated contracts that are traded outside of the United States or in currencies
other than the U.S. dollar. For example, in the event that changes in regulations concerning position limits materially affect the ability
of market participants to replicate the Index in the underlying futures markets, it may become appropriate to include multiple designated
contracts for one or more commodities (in addition to crude oil and wheat) in order to enhance liquidity. The termination or replacement
of a commodity contract on an established exchange occurs infrequently; if a designated contract were to be terminated or replaced, a
comparable commodity contract would be selected, if available, to replace the designated contract.
Capped Leveraged Index Return Notes® | TS-8 |
Capped Leveraged Index Return Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 | |
The following table sets forth the designated contracts for the commodities
included in the Index as of the date of this document, along with their respective Final Commodity Index Percentages (“CIPs”)
(Target Weights) for 2024, as published by the Index sponsor. Actual percentages on any business day may vary from the Target Weights
due to market price fluctuations.
Commodity |
Designated Contract |
Trading Facility |
2024 Final
Commodity Index
Percentages (%) |
Aluminum |
High Grade Primary Aluminum |
LME |
4.1056260% |
Coffee |
Coffee “C” |
ICE Futures U.S. |
2.9741780% |
Copper |
Copper |
COMEX |
5.2978220% |
Corn |
Corn |
CBOT |
5.6623490% |
Cotton |
Cotton No. 2 |
ICE Futures U.S. |
1.5703150% |
WTI Crude Oil |
Light, Sweet Crude Oil |
NYMEX |
7.3620050% |
Brent Crude Oil |
Brent Crude Oil |
ICE Futures Europe |
7.6379950% |
Gold |
Gold |
COMEX |
14.3468000% |
Ultra-Low-Sulfur Diesel (Heating Oil) |
ULS Diesel |
NYMEX |
2.1604180% |
Lean Hogs |
Lean Hogs |
CME |
1.7828380% |
Live Cattle |
Live Cattle |
CME |
3.4650870% |
Low Sulphur Gas Oil |
Gas Oil |
ICE Futures Europe |
2.7798210% |
Natural Gas |
Henry Hub Natural Gas |
NYMEX |
7.9841690% |
Nickel |
Primary Nickel |
LME |
2.5842820% |
Silver |
Silver |
COMEX |
4.4770770% |
Soybean Meal |
Soybean Meal |
CBOT |
3.5401900% |
Soybean Oil |
Soybean Oil |
CBOT |
3.3491640% |
Soybeans |
Soybeans |
CBOT |
5.9068480% |
Sugar |
Sugar No. 11 |
ICE Futures U.S. |
2.8076370% |
Unleaded Gasoline |
RBOB |
NYMEX |
2.2073490% |
Wheat (Chicago) |
Soft Wheat |
CBOT |
2.8184120% |
Wheat (Kansas City HRW) |
Hard Red Winter Wheat |
CBOT |
1.8189100% |
Zinc |
Special High Grade Zinc |
LME |
2.4945660% |
Commodity Groups. For purposes of applying the diversification
rules discussed above and below, the commodities available for inclusion in the Index are assigned to “commodity groups”.
The commodity groups, and the commodities currently included in each commodity group, are as follows:
Commodity Group |
Commodity |
Energy: |
Crude Oil (WTI and Brent) |
ULS Diesel (HO) |
Low Sulphur Gas Oil |
Natural Gas |
Unleaded Gasoline (RBOB) |
Precious Metals: |
Gold |
Platinum |
Silver |
Industrial Metals: |
Aluminum |
Copper |
Lead |
Nickel |
Tin |
Zinc |
Livestock: |
Live Cattle |
Lean Hogs |
Grains: |
Corn |
Soybeans |
Soybean Meal |
Soybean Oil |
Wheat (Chicago and KC HRW) |
Softs: |
Cocoa |
Coffee |
|
|
Capped Leveraged Index Return Notes® | TS-9 |
Capped Leveraged Index Return Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 | |
The Index also includes primary (base commodities that are not principally
derived or produced from other commodities) and derivative commodities (commodities that are principally derived or produced from other
commodities). Adjustments are made to avoid the “double-counting” of primary commodities that would result if primary commodities
and derivative commodities were viewed as wholly separate categories. BISL, as index administrator, may determine that other index commodities
qualify as derivative commodities in the future, resulting in similar adjustments. The current primary and derivative commodities are:
Primary Commodity |
Derivative Commodities |
Crude Oil (WTI and Brent) |
ULS Diesel, RBOB Gasoline and Low Sulphur Gas Oil |
Soybeans |
Soybean Oil and Soybean Meal |
Annual Reconstitution and Rebalancing of the Index
The Index is reconstituted and rebalanced each year in January on a
price-percentage basis. The annual constitution and weightings for the Index are determined each year by BISL employees operating within
the product, risk and operations committee under the oversight of the benchmark oversight committee. Once approved, the new composition
of the Index is publicly announced, and takes effect in the month of January immediately following the announcement.
Determination of Relative Weightings. The relative weightings
of the designated contracts that are eligible for inclusion in the Index are determined annually according to both liquidity and
dollar-adjusted production data in 2/3 and 1/3 shares, respectively. Each year, for each designated contract eligible for inclusion in
the Index, liquidity is measured by the commodity liquidity percentage (which we refer to as the CLP) and production by the commodity
production percentage (which we refer to as the CPP). The CLP for each commodity is determined by taking a five-year average of the product
of trading volume and the historic dollar value of the designated contract for that commodity, and dividing the result by the sum
of such products for all commodities which were designated for potential inclusion in the Index, except that LME volume is divided
by three in order to make a more appropriate comparison to U.S. exchange data and that the COMEX price and the LME volume is used for
copper, which requires adjusting the COMEX prices to metric tons. In contrast to U.S. futures, which are typically listed on a monthly
or bimonthly basis and trade only during specific hours, LME contracts can be traded over-the-counter, 24 hours a day, for value on any
business day within a three-month window extending out from spot. In addition, LME contracts can be traded for settlement on the third
Wednesday of each month extending out 27 months from the date the contract is made. Accordingly, historical data comparable to that of
U.S. futures contracts is not available for these LME contracts and certain adjustments to the available data are made for purposes of
calculating this component of the Index. In particular, LME contracts that trade on the third Wednesday of each month will serve as a
proxy for U.S. futures contracts. The calculation of the Index utilizes the LME contracts that trade on the third Wednesday of every
other month, starting with January.
The CPP is determined for each designated contract by taking a five-year
average of annual world production figures (the most recent five years for which data is available), adjusted by the historic dollar value
of the designated contract, and dividing the result by the sum of such production figures for all designated contracts.
Data for derivative commodities is not included in production data to avoid double-counting and, where there are multiple designated contracts
for a particular commodity, the production data is allocated at this stage to only one designated contract also to avoid double-counting.
Production weightings are allocated among derivative commodities and primary commodities, and between multiple contracts where applicable,
before the final weightings are determined. In addition, for natural gas, only North American production is used.
The CLP and the CPP are then combined (using a ratio of 2/3 CLP plus
1/3 CPP) to establish an interim commodity index percentage for each designated contract. The Index is designed to provide diversified
exposure to commodities as an asset class. To ensure that no single commodity or commodity sector dominates the Index, the following diversification
rules are applied to the annual reweighting and rebalancing of the Index as of January of the applicable year:
|
§ No designated contract may constitute less than 0.4% of the Index; designated contracts which constitute less than 0.4% of the Index will be removed from the Index. |
|
§ No single commodity together with its derivatives (together,
a “commodity sector”) (e.g., crude oil together with ULS Diesel and unleaded gasoline or soybeans together with soybean meal
and soybean oil), may constitute more than 25% of the Index. Any excess weight is generally allocated equally to other commodities not
affected by this rule, while treating commodity sectors as one asset when distributing the excess.
§ No single commodity (e.g., natural gas or silver) may constitute
more than 15% of the Index (note that both crude oil designated contracts and both wheat designated contracts are considered together
as one commodity for this purpose). Any excess weight is generally allocated equally to other commodities not affected by this rule, while
treating commodity sectors as one asset when distributing the excess |
|
§ No related group of commodities designated as a “commodity group” above (e.g., energy, precious metals, livestock, or grains) may constitute more than 33% of the Index. Any excess weight is generally allocated equally to other commodities not affected by this rule, while treating commodity sectors as one asset when distributing the excess. |
|
§ Gold and silver will be given a weight equal to their CLPs (subject to the 25% commodity sector and 15% commodity limits). The sum of the difference between weights based on the interim percentage and the weights based on the CLPs generally will be subtracted from the other commodity sectors equally, while treating commodity sectors as one asset when subtracting the excess. |
Capped Leveraged Index Return Notes® | TS-10 |
Capped Leveraged Index Return Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 | |
|
§ No single commodity (e.g., natural gas, silver) may constitute
less than 2% of the Index. If one or more single commodities have a weight less than 2% of the Index, the sum of the difference between
the 2% and the actual weights generally will be subtracted from the other designated contracts equally and reallocated so that no single
commodity has a weight less than 2%.
§ The ratio of the interim percentage to the CLP for a designated
contract may not exceed 3.5:1. The excess weight for all affected designated contracts is aggregated, and is generally allocated equally
to other commodities with such a ratio below a certain number, currently set at 2.0. |
|
|
Following the annual reconstitution and rebalancing of the Index in
January, the percentage of any single commodity or group of commodities at any time prior to the next reconstitution or rebalancing will
fluctuate and may exceed or be less than the percentages set forth above.
Commodity Index Multipliers. Following application of the diversification
rules discussed above, the target weights are incorporated into the Index by calculating the new unit weights for each designated contract
included in the Index. On the fourth Index business day of the year, the target weights, along with the settlement values on that date
for designated contracts included in the Index, are used to determine a commodity index multiplier (which we refer to as the CIM) for
each designated contract included in the Index. This CIM is used to achieve the percentage weightings of the commodities included in the
Index, in U.S. dollar terms, indicated by their respective target weights. After the CIMs are calculated, they remain fixed throughout
the year. As a result, the observed price percentage of each commodity included in the Index will float throughout the year, until the
CIMs are reset the following year based on new target weights. An “Index business day” refers to a day on which the sum of
the CIPs for those index commodities that are open for trading is greater than 50%.
Index Calculations
The Index is calculated on an excess return basis. BISL calculates
the Index by applying the impact of the changes to the prices of futures contracts included in the Index (based on their relative weightings).
Once the CIMs are determined as discussed above, the calculation of the Index is a mathematical process whereby the CIMs for the commodities
included in the Index are multiplied by respective prices in U.S. dollars for the applicable designated contracts. These products are
then summed. The percentage change in this sum is then applied to the immediately preceding index value to calculate the then current
index value.
The Index Is a Rolling Index. The Index is composed of futures
contracts rather than Index Commodities. Unlike equities, which typically entitle the holder to a continuing stake in a corporation, futures
contracts normally specify a certain date for the delivery of the underlying physical commodity. In order to avoid delivering the underlying
Index Commodities and to maintain exposure to the underlying Index Commodities, periodically contracts on Index Commodities specifying
delivery on a nearby date must be sold and contracts on Index Commodities that have not yet reached the delivery period must be purchased.
The rollover for each futures contract occurs over a period of five Index business days each month according to a pre-determined schedule.
This process is known as “rolling” a futures contract position. The Index is, therefore, a “rolling index”.
Index Calculation Disruption Events. From time to time, disruptions
can occur in trading futures contracts on various commodity exchanges. The daily calculation of the Index will be adjusted in the event
that BISL determines that any of the following index calculation disruption events exists:
| • | termination or suspension of, or material limitation or disruption in the trading of any futures contract or first nearby futures
contract used in the calculation of the Index on that day, |
| • | the settlement value of any futures contract used in the calculation of the Index reflects the maximum permitted price change from
the previous day’s settlement value, |
| • | the failure of an exchange to publish official settlement values for any futures contract used in the calculation of the Index, or |
| • | with respect to any futures contract used in the calculation of the Index that trades on the LME, a business day on which the LME
is not open for trading. |
If an index calculation disruption event occurs on any Index business
day during a hedge roll period (which we define as the fifth through ninth Index business day of each month) in any month other than January
affecting any futures contract included in the Index, the portion of the roll that would have taken place on that Index business day is
deferred until the next Index business day on which such conditions do not exist. If any of these conditions exist throughout the hedge
roll period, the roll with respect to the affected contract will be effected in its entirety on the next Index business day on which such
conditions no longer exist. The index calculation disruption event will not postpone the roll for any other futures contract for which
an index calculation disruption event has not occurred.
In the event that an index calculation disruption event occurs during
the hedge roll period scheduled for January of each year affecting a futures contract included in the Index, the rolling or rebalancing
of the relevant designated contract will occur in all cases over five Index business days on which no index calculation disruption event
exists. The hedge roll period in January, and the resulting rebalancing that is occurring, will be extended if necessary until the affected
designated contract finishes rolling over five Index business days. The amounts of a particular futures contract rolled or rebalanced
in January will always be distributed over five Index business days, and rolling weight at the rate of 20% per Index business day on any
Index business day following an index calculation disruption event during such hedge roll period. This change affects only the rolling
or rebalancing process in January, with no change to the rules for rolling futures contracts in other monthly hedge roll periods.
Material changes or amendments to the calculation methodology are
subject to the approval of the product, risk and operations committee. Questions and issues relating to the application and interpretation
of terms contained in the index methodology generally and calculations during periods of extraordinary circumstances in particular will
be resolved or determined by BISL.
Capped Leveraged Index Return Notes® | TS-11 |
Capped Leveraged Index Return Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 | |
The following graph shows the daily historical performance of
the Index in the period from January 1, 2014 through July 11, 2024. We obtained this historical data from Bloomberg L.P. We have not independently
verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the pricing date, the closing level of the Index
was 100.7639.
Historical Performance of the Index
![](https://www.sec.gov/Archives/edgar/data/1045520/000110465924079829/tm2418636d12_424b2img020.jpg)
This historical data on the Index is not necessarily indicative
of its future performance or what the value of the notes may be. Any historical upward or downward trend in the level of the Index during
any period set forth above is not an indication that the level of the Index is more or less likely to increase or decrease at any time
over the term of the notes.
Before investing in the notes, you should consult publicly available
sources for the levels of the Index.
License Agreement
“Bloomberg®”
and “Bloomberg Commodity IndexSM” are service marks of Bloomberg Finance L.P. and its affiliates, including
BISL, the administrator of the indices (collectively, “Bloomberg”) and have been licensed for use for certain purposes by
us.
The notes are not sponsored,
endorsed, sold or promoted by Bloomberg. Bloomberg does not make any representation or warranty, express or implied, to the owners
of or counterparties to the notes or any member of the public regarding the advisability of investing in securities or commodities generally
or in the notes particularly. The only relationship of Bloomberg to the Licensee is the licensing of certain trademarks, trade names and
service marks and of the Index, which is determined, composed and calculated by BISL without regard to us or the notes. Bloomberg
has no obligation to take the needs of us or the owners of the notes into consideration in determining, composing or calculating
the Index. Bloomberg is not responsible for and has not participated in the determination of the timing of, prices at,
or quantities of the notes to be issued or in the determination or calculation of the equation by which the notes are to be converted
into cash. Bloomberg shall not have any obligation or liability, including, without limitation, to note customers, in connection
with the administration, marketing or trading of the notes.
This term sheet relates only
to the notes and does not relate to the exchange-traded physical commodities underlying any of the Index Components. Purchasers of
the notes should not conclude that the inclusion of a futures contract in the Index is any form of investment recommendation of the
futures contract or the underlying exchange-traded physical commodity by Bloomberg. The information in this term sheet regarding
the Index Components has been derived solely from publicly available documents. Bloomberg has not made any due diligence inquiries
with respect to the Index Components in connection with the notes. Bloomberg makes no representation that these publicly available
documents or any other publicly available information regarding the Index Components, including without limitation a description
of factors that affect the prices of such components, are accurate or complete.
BLOOMBERG DOES NOT GUARANTEE
THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO AND SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS
OR INTERRUPTIONS THEREIN. BLOOMBERG DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY US, OWNERS OF THE
NOTES OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA RELATED THERETO. BLOOMBERG DOES NOT MAKE ANY EXPRESS OR
IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT
TO THE INDEX OR ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, TO THE MAXIMUM EXTENT ALLOWED BY LAW, BLOOMBERG,
ITS LICENSORS, AND ITS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, AND VENDORS SHALL HAVE NO LIABILITY OR RESPONSIBILITY
WHATSOEVER FOR ANY INJURY OR DAMAGES-WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHERWISE-ARISING IN
CONNECTION WITH THE NOTES OR THE INDEX OR ANY DATA OR VALUES RELATING THERETO-WHETHER ARISING FROM THEIR NEGLIGENCE OR OTHERWISE,
EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.
Capped Leveraged Index Return Notes® | TS-12 |
Capped Leveraged Index Return Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 | |
Supplement to the Plan of Distribution
Under our distribution agreement with BofAS, BofAS will purchase the
notes from us as principal at the public offering price indicated on the cover of this term sheet, less the indicated underwriting discount.
MLPF&S will in turn purchase the notes from BofAS for resale, and
it will receive a selling concession in connection with the sale of the notes in an amount up to the full amount of the underwriting discount
set forth on the cover of this term sheet.
We will pay a fee to a broker dealer in which an affiliate of BofAS
has an ownership interest for providing certain services with respect to this offering, which will reduce the economic terms of the notes
to you.
We will deliver the notes against payment therefor in New York, New
York on a date that is greater than one business day following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934,
trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade the notes more than one business day prior to the original issue date will be required
to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange. In the original
offering of the notes, the notes will be sold in minimum investment amounts of 100 units. If you place an order to purchase the notes,
you are consenting to MLPF&S and/or one of its affiliates acting as a principal in effecting the transaction for your account.
MLPF&S and BofAS may repurchase and resell the notes, with repurchases
and resales being made at prices related to then-prevailing market prices or at negotiated prices, and these prices will include MLPF&S’s
and BofAS’s trading commissions and mark-ups or mark-downs. MLPF&S and BofAS may act as principal or agent in these market-making
transactions; however, neither is obligated to engage in any such transactions. At their discretion, for a short, undetermined initial
period after the issuance of the notes, MLPF&S and BofAS may offer to buy the notes in the secondary market at a price that may exceed
the initial estimated value of the notes. Any price offered by MLPF&S or BofAS for the notes will be based on then-prevailing market
conditions and other considerations, including the performance of the Index and the remaining term of the notes. However, none of us,
MLPF&S, BofAS or any of our respective affiliates is obligated to purchase your notes at any price or at any time, and we cannot assure
you that we, MLPF&S, BofAS or any of our respective affiliates will purchase your notes at a price that equals or exceeds the initial
estimated value of the notes.
The value of the notes shown on your account statement will be based
on BofAS’s estimate of the value of the notes if BofAS or another of its affiliates were to make a market in the notes, which it
is not obligated to do. That estimate will be based upon the price that BofAS may pay for the notes in light of then-prevailing market
conditions, and other considerations, as mentioned above, and will include transaction costs. At certain times, this price may be higher
than or lower than the initial estimated value of the notes.
The distribution of the Note Prospectus in connection with these offers
or sales will be solely for the purpose of providing investors with the description of the terms of the notes that was made available
to investors in connection with their initial offering. Secondary market investors should not, and will not be authorized to, rely on
the Note Prospectus for information regarding CIBC or for any purpose other than that described in the immediately preceding sentence.
Capped Leveraged Index Return Notes® | TS-13 |
Capped Leveraged Index Return Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 | |
Structuring the Notes
The notes are our debt securities, the return on which is linked to
the performance of the Index. As is the case for all of our debt securities, including our market-linked notes, the economic terms of
the notes reflect our actual or perceived creditworthiness at the time of pricing. The internal funding rate we use in pricing the market-linked
notes is typically lower than the rate we would pay when we issue conventional fixed-rate debt securities of comparable maturity. This
difference 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. This generally relatively
lower internal funding rate, which is reflected in the economic terms of the notes, along with the fees and charges associated with market-linked
notes, resulted in the initial estimated value of the notes on the pricing date being less than their public offering price.
At maturity, we are required to pay the Redemption Amount to holders
of the notes, which will be calculated based on the performance of the Index and the $10 per unit principal amount. In order to meet these
payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include call
options, put options or other derivatives) with BofAS or one of its affiliates. The terms of these hedging arrangements are determined
by seeking bids from market participants, including BofAS and its affiliates, and take into account a number of factors, including our
creditworthiness, interest rate movements, the volatility of the Index, the tenor of the notes and the tenor of the hedging arrangements.
The economic terms of the notes and their initial estimated value depend in part on the terms of these hedging arrangements.
BofAS has advised us that the hedging arrangements will include a hedging-related
charge of approximately $0.075 per unit, reflecting an estimated profit to be credited to BofAS from these transactions. Since hedging
entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be
realized by BofAS or any third party hedge providers.
For further information, see “Risk Factors—Valuation-
and Market-related Risks” beginning on page PS-7 of product supplement COMM LIRN-1 and “Use of Proceeds” on page S-14
of prospectus supplement.
Capped Leveraged Index Return Notes® | TS-14 |
Capped Leveraged Index Return Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 | |
Summary of 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 term sheet 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 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.
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.
Summary of U.S. Federal Income Tax Consequences
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, or in some cases supplements, the discussion entitled “U.S. Federal Income Tax Summary” in product supplement COMM LIRN-1,
which you should carefully review prior to investing in the notes.
The U.S. federal income tax considerations of your investment in the
notes are uncertain. No statutory, judicial or administrative authority directly discusses how the notes should be treated for U.S. federal
income tax purposes. In the opinion of our tax counsel, Mayer Brown LLP, it would generally be reasonable to treat the notes as prepaid
cash-settled derivative contracts. Pursuant to the terms of the notes, you agree to treat the notes in this manner for all U.S. federal
income tax purposes. If this treatment is respected, you should generally recognize capital gain or loss upon the sale, exchange, redemption
or payment on maturity in an amount equal to the difference between the amount you receive at such time and the amount that you paid for
your notes. Such gain or loss should generally be long-term capital gain or loss if you have held your notes for more than one year. Non-U.S.
holders should consult the section entitled “U.S. Federal Income Tax Summary – Non-U.S. Holders” in product supplement
COMM LIRN-1.
The expected characterization of the notes is not binding on the U.S.
Internal Revenue Service (the “IRS”) or the courts. Thus, it is possible that the IRS would seek to characterize your notes
in a manner that results in tax consequences to you that are different from those described above or in the accompanying product supplement.
Such alternate treatments could include a requirement that a holder accrue ordinary income over the life of the notes or treat all gain
or loss at maturity as ordinary gain or loss. For a more detailed discussion of certain alternative characterizations with respect to
your notes and certain other considerations with respect to your investment in the notes, you should consider the discussion set forth
in “U.S. Federal Income Tax Summary” of the product 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.
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.
Capped Leveraged Index Return Notes® | TS-15 |
Capped Leveraged Index Return Notes® Linked to the Bloomberg Commodity IndexSM, due July 31, 2026 | |
Validity of the Notes
In the opinion of Blake, Cassels
& Graydon LLP, as Canadian counsel to CIBC, the issue and sale of the notes has been duly authorized by all necessary corporate action
of CIBC 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 CIBC, 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 CIBC and other sources as to certain factual matters, all as stated in the opinion
letter of such counsel dated June 6, 2023, which has been filed as Exhibit 5.2 to CIBC’s Registration Statement on Form F-3 filed
with the SEC on June 6, 2023.
In the opinion of Mayer Brown LLP,
when the notes have been duly completed in accordance with the indenture and issued and sold as contemplated by this term sheet and the
accompanying product supplement, prospectus supplement and prospectus, the notes will constitute valid and binding obligations of CIBC,
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 CIBC and other sources as
to certain factual matters, all as stated in the legal opinion dated June 6, 2023, which has been filed as Exhibit 5.1 to CIBC’s
Registration Statement on Form F-3 filed with the SEC on June 6, 2023.
Where You Can Find More Information
We have filed a registration statement (including a product supplement, a
prospectus supplement, and a prospectus) with the SEC for the offering to which this term sheet relates. Before you invest, you should
read the Note Prospectus, including this term sheet, and the other documents that we have filed with the SEC, for more complete information
about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
we, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S
or BofAS toll-free at 1-800-294-1322.
“Leveraged Index Return Notes®” and “LIRNs®”
are registered service marks of Bank of America Corporation, the parent company of MLPF&S and BofAS.
Capped Leveraged Index Return Notes® | TS-16 |
Exhibit 107.1
The pricing supplement to which this Exhibit is attached is a final
prospectus for the related offering(s). The maximum aggregate offering price of the related offering(s) is $3,128,960.00.
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