Filed Pursuant to Rule 424(b)(2)
Registration No. 333-272447
| Pricing Supplement dated July
15, 2024
(To Equity Index Underlying Supplement dated September
5, 2023,
Prospectus Supplement dated September 5, 2023, and
Prospectus dated September 5, 2023) |
Canadian Imperial Bank of Commerce Trigger Step Securities
$7,559,850 Securities Linked to the S&P
500® Index due on July 19, 2029
Investment
Description |
These Trigger Step Securities (the “Securities”) are senior
unsecured debt securities issued by Canadian Imperial Bank of Commerce (“CIBC”) with returns linked to the S&P 500®
Index (the “Underlying”). The Securities will rank equally with all of our other unsecured and unsubordinated debt obligations.
If the Final Level is greater than or equal to the Step Barrier (100% of the Initial Level), CIBC will pay the principal amount at maturity
plus a positive return equal to the greater of the Underlying Return and the Step Return of 26.05%. If the Final Level is less than the
Step Barrier but greater than or equal to the Downside Threshold (75% of the Initial Level), CIBC will repay the principal amount at maturity.
However, if the Final Level is less than the Downside Threshold, CIBC will pay less than the full principal amount at maturity, if anything,
resulting in a loss of principal that is proportionate to the negative Underlying Return. Investing in the Securities involves significant
risks. The Securities do not pay any interest. You may lose some or all of your principal amount. The contingent repayment of principal
applies only if you hold the Securities to maturity. Any payment on the Securities, including any repayment of principal at maturity,
is subject to the creditworthiness of CIBC. If CIBC were to default on its payment obligations, you may not receive any amounts owed to
you under the Securities and you could lose your entire investment. |
q | Step
Return with Upside Participation: If the Final Level is greater than or equal to the
Step Barrier, CIBC will pay you the principal amount plus a positive return equal to the
greater of the Underlying Return and the Step Return. |
q | Contingent
Repayment of Principal at Maturity: If the Final Level is less than the Downside Threshold,
investors will be exposed to the full downside performance of the Underlying and CIBC will
pay less than the full principal amount at maturity, resulting in a loss of principal that
is proportionate to the negative Underlying Return. Accordingly, you could lose some or all
of the principal amount. Any payment on the Securities, including any repayment of principal,
is subject to the creditworthiness of CIBC. |
Key
Dates |
Trade
Date |
July
15, 2024 |
Settlement
Date |
July
18, 2024 |
Final Valuation
Date1 |
July 16, 2029 |
Maturity Date1 |
July
19, 2029 |
1 See page PS-4 for additional details. |
THE
SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE SECURITIES MAY NOT OBLIGATE CIBC TO REPAY THE
FULL PRINCIPAL AMOUNT OF THE SECURITIES. THE SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING, WHICH CAN RESULT IN
A LOSS OF SOME OR ALL OF THE PRINCIPAL AMOUNT AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING
A DEBT OBLIGATION OF CIBC. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT
RISKS INVOLVED IN INVESTING IN THE SECURITIES.
YOU
SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY RISKS” BEGINNING ON PAGE PS-6 AND THE MORE DETAILED
“RISK FACTORS” BEGINNING ON PAGE S-1 OF THE ACCOMPANYING UNDERLYING SUPPLEMENT, BEGINNING ON PAGE S-1 OF THE
ACCOMPANYING PROSPECTUS SUPPLEMENT AND PAGE 1 OF THE ACCOMPANYING PROSPECTUS BEFORE PURCHASING ANY SECURITIES. EVENTS RELATING TO ANY
OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES.
The
Securities are offered at a minimum investment of $1,000 in denominations of $10 and integral multiples of $10 in excess thereof.
Underlying |
Initial
Level |
Step
Return |
Step
Barrier |
Downside
Threshold |
CUSIP/ISIN |
The
S&P 500® Index (“SPX”) |
5,631.22 |
26.05% |
5,631.22,
which is 100% of the Initial Level |
4,223.42,
which is 75% of the Initial Level* |
13608Q515
/ US13608Q5154 |
*
Rounded to two decimal places.
See
“Additional Information about the Securities” on page PS-2. The Securities offered will have the terms specified in
the accompanying prospectus, prospectus supplement and underlying supplement, and the terms set forth herein.
Neither
the U.S. Securities and Exchange Commission (the “SEC”) nor any state or provincial securities commission has approved or
disapproved of the Securities or determined if this pricing supplement or the accompanying underlying supplement, prospectus supplement
or prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
Securities will not constitute deposits insured by the Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal
Deposit Insurance Corporation, or any other government agency or instrumentality of Canada, the United States or any other jurisdiction.
The Securities are not bail-inable debt securities (as defined on page 6 of the prospectus). The Securities will not be listed on
any securities exchange.
The
initial estimated value of the Securities on the Trade Date as determined by CIBC is $9.548 per $10.00 principal amount of the Securities,
which is less than the price to public. See “Key Risks—General Risks” beginning on page PS-7 of this pricing supplement
and “The Bank’s Estimated Value of the Securities” on page PS-14 of this pricing supplement for additional information.
|
Price
to Public |
Underwriting
Discount(1) |
Proceeds
to Us |
Securities
Linked to: |
Total |
Per
Security |
Total |
Per
Security |
Total |
Per
Security |
The
S&P 500® Index |
$7,559,850.00 |
$10.00 |
$264,594.75 |
$0.35 |
$7,295,255.25 |
$9.65 |
(1) CIBC
World Markets Corp. (“CIBCWM”), our affiliate, will purchase the Securities and, as part of the distribution of the Securities,
will sell all of the Securities to UBS Financial Services Inc. (“UBS”) at the discount specified in the table above. See
“Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-14 of this pricing supplement for additional
information.
UBS
Financial Services Inc. |
CIBC
Capital Markets |
Additional
Information About the Securities |
You
should read this pricing supplement together with the prospectus dated September 5, 2023 (the “prospectus”), the prospectus
supplement dated September 5, 2023 (the “prospectus supplement”) and the Equity Index Underlying Supplement dated September
5, 2023 (the “underlying supplement”). Information in this pricing supplement supersedes information in the underlying supplement,
the prospectus supplement and the prospectus to the extent it is different from that information. Certain terms used but not defined
herein will have the meanings set forth in the underlying supplement, the prospectus supplement or the prospectus.
You
should rely only on the information contained in or incorporated by reference in this pricing supplement and the accompanying underlying
supplement, the prospectus supplement and the prospectus. This pricing supplement may be used only for the purpose for which it has been
prepared. No one is authorized to give information other than that contained in this pricing supplement and the accompanying underlying
supplement, the prospectus supplement and the prospectus, and in the documents referred to in those documents and which are made available
to the public. We, UBS and our respective affiliates have not authorized any other person to provide you with different or additional
information. If anyone provides you with different or additional information, you should not rely on it.
We,
CIBCWM and UBS are not making an offer to sell the Securities in any jurisdiction where the offer or sale is not permitted. You should
not assume that the information contained in or incorporated by reference in this pricing supplement or the accompanying underlying supplement,
the prospectus supplement or the prospectus is accurate as of any date other than the date of the applicable document. Our business,
financial condition, results of operations and prospects may have changed since that date. Neither this pricing supplement nor the accompanying
underlying supplement, the prospectus supplement or the prospectus constitutes an offer, or an invitation on behalf of us, CIBCWM or
UBS, to subscribe for and purchase any of the Securities and may not be used for or in connection with an offer or solicitation by anyone
in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an
offer or solicitation.
References
to “CIBC,” “the Issuer,” “the Bank,” “we,” “us” and “our” in
this pricing supplement are references to Canadian Imperial Bank of Commerce and not to any of our subsidiaries, unless we state otherwise
or the context otherwise requires. References to “Index” in the underlying supplement will be references to “Underlying.”
You
may access the underlying supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such
address has changed, by reviewing our filing for the relevant date on the SEC website):
The
Securities may be suitable for you if:
♦ You
fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire initial investment.
♦ You
are willing to make an investment where you could lose some or all of your initial investment and are willing to make an investment
that may be exposed to similar downside market risk as the Underlying.
♦ You
believe that the level of the Underlying will not decrease from the Initial Level over the term of the Securities.
♦ You are willing to invest in the Securities based on the Step Barrier, the Downside Threshold
and the Step Return indicated on the cover hereof.
♦ You
understand and accept the risks associated with the Underlying.
♦ You
can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations
in the level of the Underlying.
♦ You
are willing to hold the Securities to maturity and do not seek an investment for which there is an active secondary market.
♦ You
are willing to accept the risk and return profile of the Securities versus a conventional debt security with a comparable maturity
issued by CIBC or another issuer with a similar credit rating.
♦ You
do not seek current income from your investment and are willing to forgo dividends paid on the stocks included in the Underlying.
♦ You
are willing to assume the credit risk of CIBC, as Issuer of the Securities, and understand that if CIBC defaults on its obligations,
you may not receive any amounts due to you, including any repayment of principal. |
|
The
Securities may not be suitable for you if:
♦ You
do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire initial
investment.
♦ You
seek an investment that is designed to return your full principal amount at maturity.
♦ You
are not willing to make an investment in which you could lose some or all of your principal amount and you are not willing to make
an investment that may be exposed to similar downside market risk as the Underlying.
♦ You
believe that the level of the Underlying will decrease from the Initial Level over the term of the Securities.
♦ You
are unwilling to invest in the Securities based on the Step Barrier, the Downside Threshold or the Step Return indicated on the cover
hereof.
♦ You
do not understand or accept the risks associated with the Underlying.
♦ You
cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations
in the level of the Underlying.
♦ You
are unable or unwilling to hold the Securities to maturity and seek an investment for which there will be an active secondary market.
♦ You
prefer the lower risk, and therefore accept the potentially lower returns, of conventional debt securities with comparable maturities
issued by CIBC or another issuer with a similar credit rating.
♦ You
seek current income from your investment or prefer to receive the dividends paid on the stocks included in the Underlying.
♦ You
are not willing or are unable to assume the credit risk of CIBC, as Issuer of the Securities, including any repayment of principal. |
The suitability considerations identified above
are not exhaustive. Whether or not the Securities are a suitable investment for you will depend on your individual circumstances, and
you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered
the suitability of an investment in the Securities in light of your particular circumstances. For more information about the Underlying,
see “Information About the Underlying” in this pricing supplement and “Index Descriptions—The S&P U.S. Indices”
beginning on page S-43 of the accompanying underlying supplement. You should also review carefully the “Key Risks” herein
and the more detailed “Risk Factors” beginning on page S-1 of the underlying supplement and beginning on page S-1 of the accompanying
prospectus supplement.
Final Terms |
Issuer: |
Canadian Imperial Bank of Commerce |
Principal Amount: |
$10.00 per Security (subject to a minimum investment of $1,000). |
Term: |
Approximately 5 years |
Trade Date: |
July 15, 2024 |
Settlement Date: |
July 18, 2024 |
Final Valuation Date¹: |
July 16, 2029 |
Maturity Date¹: |
July 19, 2029 |
Reference Asset: |
The S&P 500® Index (Ticker: “SPX”) (the “Underlying”) |
Step Return: |
26.05% |
Step Barrier: |
100% of the Initial Level, as indicated on the cover hereof. |
Downside Threshold: |
75% of the Initial Level, as indicated on the cover hereof. |
Payment at Maturity (per $10 Security): |
You will receive a cash payment on the Maturity
Date calculated as follows:
If
the Final Level is greater than or equal to the Step Barrier:
$10
+ ($10 × (the greater of (a) Step Return and (b) Underlying Return))
If the Final Level is less than the
Step Barrier but greater than or equal to the Downside Threshold:
$10
If
the Final Level is less than the Downside Threshold:
$10
+ ($10 × Underlying Return)
In this case, you will have a loss of principal
that is proportionate to the negative Underlying Return, and you will lose some or all of your principal amount. |
Underlying Return: |
Final Level – Initial Level
Initial Level |
Initial Level: |
The Closing Level of the Underlying on the Trade Date, as indicated on the cover hereof. |
Final Level: |
The Closing Level of the Underlying on the Final Valuation Date. |
Calculation Agent: |
Canadian Imperial Bank of Commerce |
CUSIP/ISIN: |
13608Q515 / US13608Q5154 |
INVESTING
IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE SOME OR ALL OF YOUR PRINCIPAL AMOUNT AT MATURITY. ANY PAYMENT ON THE SECURITIES,
INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF CIBC. IF CIBC WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS,
YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT. |
1 The Final Valuation Date and the Maturity Date are subject
to postponement in the event of a Market Disruption Event or non-trading day, as described under “Certain Terms of the Notes—Valuation
Dates—For Notes Where the Reference Asset Is a Single Index” and “—Interest Payment Dates, Coupon Payment Dates,
Call Payment Dates and Maturity Date” in the accompanying underlying supplement.
Trade
Date |
The
Initial Level, the Step Barrier and the Downside Threshold were determined and the terms of the Securities were set. |
|
|
Maturity
Date |
The Final
Level and the Underlying Return are determined on the Final Valuation Date.
If the
Final Level is greater than or equal to the Step Barrier (which is equal to the Initial Level):
$10
+ ($10 × (the greater of (a) Step Return and (b) Underlying Return))
If the
Final Level is less than the Step Barrier but greater than or equal to the Downside Threshold:
$10
If the
Final Level is less than the Downside Threshold:
$10
+ ($10 × Underlying Return)
In
this case, you will have a loss of principal that is proportionate to the negative Underlying Return, and you will lose some or all
of your principal amount. |
An investment in the Securities involves significant
risks. Some of the risks that apply to the Securities are summarized here. However, CIBC urges you to read the more detailed explanation
of risks relating to the Securities in the “Risk Factors” section of the accompanying underlying supplement and the accompanying
prospectus supplement. CIBC also urges you to consult your investment, legal, tax, accounting and other advisors before you invest in
the Securities.
Structure Risks
¨ | Risk of Loss at Maturity – The Securities differ from ordinary
debt securities in that CIBC will not necessarily pay the full principal amount of the Securities at maturity. The return on the Securities
at maturity is linked to the performance of the Underlying and will depend on whether the Final Level is above or below the Downside Threshold.
If the Final Level is less than the Downside Threshold, CIBC will pay you less than the principal amount at maturity, resulting in a loss
of principal equal to the negative Underlying Return. Accordingly, you could lose up to 100% of the principal amount of the Securities |
| |
| ¨ | The Contingent Repayment of Principal and the Step Return Apply Only if
You Hold the Securities to Maturity – You should be willing to hold your Securities to maturity. If you are able to sell your
Securities prior to maturity in the secondary market, you may have to sell them at a loss relative to your initial investment even if
the level of the Underlying at that time is above the Downside Threshold. Additionally, the return you realize from a secondary market
sale may not reflect the full economic value of the Step Return, and such return may be less than the return of the Underlying at the
time of sale, even if such return is positive. You can only receive the full benefit of the contingent repayment of principal and the
Step Return only if you hold your Securities to maturity. |
| ¨ | Greater expected volatility generally indicates an increased risk of loss
at maturity - The economic terms for the Securities, including the Step Barrier and Downside Threshold, are based, in part, on the
expected volatility of the Underlying at the time the terms of the Securities were set. “Volatility” refers to the frequency
and magnitude of changes in the level of the Underlying. The greater the expected volatility of the Underlying as of the Trade Date, the
greater the expectation is as of that date that the Final Level could be less than the Downside Threshold and, as a consequence, indicates
an increased risk of loss. However, the Underlying’s volatility can change significantly over the term of the Securities, and a
relatively lower Downside Threshold may not necessarily indicate that the Securities have a greater likelihood of a return of principal
at maturity. You should be willing to accept the downside market risk of the Underlying and the potential to lose a significant portion
or all of your initial investment. |
| ¨ | No Interest Payments – CIBC will not make any interest payments
with respect to the Securities. |
| ¨ | The Securities Are Riskier than Securities with a Shorter Term
— The Securities are relatively long-dated. Therefore, many of the risks of the Securities are heightened as compared to securities
with a shorter term, as you will be subject to those risks for a longer period of time. In addition, the value of a longer-dated security
is typically less than the value of an otherwise comparable security with a shorter term. |
Underlying Risks
| ¨ | Owning the Securities Is Not the Same as Owning the Stocks Included in
the Underlying — The return on your Securities may not reflect the return you would realize if you actually owned the stocks
included in the Underlying. As a holder of the Securities, you will not have voting rights or rights to receive dividends or other distributions
or other rights that holders of the stocks included in the Underlying would have. Furthermore, the Underlying and the stocks included
in the Underlying may appreciate substantially during the term of your Securities, and you will not participate in such appreciation. |
| ¨ | Changes Affecting the Underlying May Adversely Affect the Level of the
Underlying — The policies of the Underlying sponsor concerning additions, deletions and substitutions of the stocks included
in the Underlying and the manner in which the Underlying sponsor takes account of certain changes affecting those stocks included in the
Underlying may adversely affect the level of the Underlying. The policies of the Underlying sponsor with respect to the calculation of
the Underlying could also adversely affect the level of the Underlying. The Underlying sponsor may discontinue or suspend calculation
or dissemination of the Underlying. Any such actions could have an adverse effect on the level of the Underlying and consequently, the
value of the Securities. |
Conflicts of Interest
| ¨ | Certain Business, Trading and Hedging Activities of Us, UBS, and Our Respective
Affiliates May Create Conflicts With Your Interests and Could Potentially Adversely Affect the Value of the Securities — We,
UBS, and our respective affiliates may engage in trading and other business activities related to the Underlying or any securities included
in the Underlying that are not for your account or on your behalf. We, UBS, and our respective affiliates also may issue or underwrite
other financial instruments with returns based upon the Underlying. These activities may present a conflict of interest between your interest
in the Securities and the interests that we, UBS, and our respective affiliates may have in our or their proprietary accounts, in facilitating
transactions, including block trades, for our or their other customers, and in accounts under our or their management. In addition, we,
UBS, and our respective affiliates may publish research, express opinions or provide recommendations that are inconsistent with investing
in or holding the Securities, and which may be revised at any time. Any such research, opinions or recommendations could adversely affect
the level of the Underlying, and therefore, the market value of the Securities. These trading and other business activities, if they affect
the level of the Underlying or secondary trading in your Securities, could be adverse to your interests as a beneficial owner of the Securities.
|
Moreover, we, UBS, and our respective
affiliates play a variety of roles in connection with the issuance of the Securities, including hedging our obligations under the Securities
and making the assumptions and inputs used to determine the pricing of the Securities and the initial estimated value of the Securities
when the terms of the Securities were set. We expect to hedge our obligations under the Securities through CIBCWM, UBS, one of our or
its affiliates, and/or another unaffiliated counterparty, which may include any dealer from which you purchase the Securities. Any of
these hedging activities may adversely affect the level of the Underlying and therefore the market value of the Securities and the amount
you will receive, if any, on the Securities. In connection with such activities, the economic interests
of us,
UBS, and our respective affiliates may be adverse to your interests as an investor in the Securities. Any of these activities may adversely
affect the value of the Securities. In addition, because hedging our obligations entails risk and may be influenced by market forces
beyond our control, this hedging activity may result in a profit that is more or less than expected, or it may result in a loss. We,
UBS, one or more of our respective affiliates or any unaffiliated counterparty will retain any profits realized in hedging our obligations
under the Securities even if investors do not receive a favorable investment return under the terms of the Securities or in any secondary
market transaction. Any profit in connection with such hedging activities will be in addition to any other compensation that we, UBS,
our respective affiliates or any unaffiliated counterparty receive for the sale of the Securities, which creates an additional incentive
to sell the Securities to you. We, UBS, our respective 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 Securities.
| ¨ | There Are Potential Conflicts of Interest Between You and the Calculation
Agent — The calculation agent will determine, among other things, the amount of payments on the Securities. The calculation
agent will exercise its judgment when performing its functions. For example, the calculation agent will determine whether a Market Disruption
Event affecting the Underlying has occurred, and determine the Closing Level of the Underlying if the scheduled Final Valuation Date is
postponed to the last possible day. See “Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset
Is a Single Index” in the underlying supplement. This determination may, in turn, depend on the calculation agent’s judgment
as to whether the event has materially interfered with our ability or the ability of one of our affiliates to unwind our hedge positions.
The calculation agent will be required to carry out its duties in good faith and use its reasonable judgment. However, because we will
be the calculation agent, potential conflicts of interest could arise. None of us, CIBCWM or any of our other affiliates will have any
obligation to consider your interests as a holder of the Securities in taking any action that might affect the value of your Securities. |
Tax Risks
| ¨ | The Tax Treatment of the Securities Is Uncertain — Significant
aspects of the tax treatment of the Securities are uncertain. You should consult your tax advisor about your own tax situation. See “United
States Federal Income Tax Considerations” and “Certain Canadian Federal Income Tax Considerations” in this pricing supplement,
“Material U.S. Federal Income Tax Consequences” in the underlying supplement and “Material Income Tax Consequences—Canadian
Taxation” in the prospectus. |
General Risks
| ¨ | Payments on the Securities Are Subject to Our Credit Risk, and Actual
or Perceived Changes in Our Creditworthiness Are Expected to Affect the Value of the Securities — The Securities 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 Securities 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 Securities 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 Securities
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 Securities.
If we default on our obligations under the Securities, 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 Securities Will Be Subject to Risks Under Canadian Bank Resolution
Powers — Under Canadian bank resolution powers, the CDIC may, in circumstances where the Bank has ceased, or is about to cease,
to be viable, assume temporary control or ownership of the Bank and may be granted broad powers by one or more orders of the Governor
in Council (Canada), each of which we refer to as an “Order,” including the power to sell or dispose of all or a part of the
assets of the Bank, and the power to carry out or cause the Bank to carry out a transaction or a series of transactions the purpose of
which is to restructure the business of the Bank. If the CDIC were to take action under the Canadian bank resolution powers with respect
to the Bank, this could result in holders or beneficial owners of the Securities being exposed to losses. |
| ¨ | The Bank’s Initial Estimated Value of the Securities Is Lower Than
the Initial Issue Price (Price to Public) of the Securities — The initial issue price of the Securities exceeds the Bank’s
initial estimated value because costs associated with selling and structuring the Securities, as well as hedging the Securities, are included
in the initial issue price of the Securities. See “The Bank’s Estimated Value of the Securities” on page PS-14 of this
pricing supplement. |
| ¨ | The Bank’s Initial Estimated Value Does Not Represent Future Values
of the Securities and May Differ From Others’ Estimates — The Bank’s initial estimated value of the Securities is
only an estimate, which was determined by reference to the Bank’s internal pricing models when the terms of the Securities were
set. This estimated value was based on market conditions and other relevant factors existing at that time, the Bank’s internal funding
rate on the Trade Date and the Bank’s assumptions about market parameters, which can include volatility, dividend rates, interest
rates and other factors. Different pricing models and assumptions could provide valuations for the Securities that are greater or less
than the Bank’s 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 Securities could change significantly based on, among
other things, changes in market conditions, including the level of the Underlying, the Bank’s creditworthiness, interest rate movements
and other relevant factors, which may impact the price at which CIBCWM or any other party would be willing to buy the Securities from
you in any secondary market transactions. The Bank’s initial estimated value does not represent a minimum price at which CIBCWM
or any other party would be willing to buy the Securities in any secondary market (if any exists) at any time. See “The Bank’s
Estimated Value of the Securities” on page PS-14 of this pricing supplement. |
| ¨ | The Bank’s Initial Estimated Value of the Securities Was Not Determined
by Reference to Credit Spreads for Our Conventional Fixed-Rate Debt — The internal funding rate used in the determination of
the Bank’s initial estimated value of the Securities 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 Securities as well as the higher issuance,
operational and ongoing liability management costs of the Securities in comparison to those costs for our conventional fixed-rate debt.
If the Bank were to have used the interest rate implied by our conventional fixed-rate debt, we would expect the economic terms of the
Securities to be more favorable to you. Consequently, our use of an internal funding rate for market-linked Securities had an adverse
effect on the economic terms of the Securities and the initial |
estimated
value of the Securities on the Trade Date, and could have an adverse effect on any secondary market prices of the Securities. See “The
Bank’s Estimated Value of the Securities” on page PS-14 of this pricing supplement.
| ¨ | If CIBCWM Were to Repurchase Your Securities After the Settlement Date,
the Price May Be Higher Than the Then-Current Estimated Value of the Securities for a Limited Time Period — While CIBCWM may
make markets in the Securities, it is under no obligation to do so and may discontinue any market-making activities at any time without
notice. The price that it makes available from time to time after the Settlement Date at which it would be willing to repurchase the Securities
will generally reflect its estimate of their value. That estimated value will be based upon a variety of factors, including then prevailing
market conditions, our creditworthiness and transaction costs. However, for a period of approximately 12 months after the Trade Date,
the price at which CIBCWM may repurchase the Securities is expected to be higher than their estimated value at that time. This is because,
at the beginning of this period, that price will not include certain costs that were included in the initial issue price, particularly
our hedging costs and profits. As the period continues, these costs are expected to be gradually included in the price that CIBCWM would
be willing to pay, and the difference between that price and CIBCWM’s estimate of the value of the Securities will decrease over
time until the end of this period. After this period, if CIBCWM continues to make a market in the Securities, the prices that it would
pay for them are expected to reflect its estimated value, as well as customary bid-ask spreads for similar trades. In addition, the value
of the Securities shown on your account statement may not be identical to the price at which CIBCWM would be willing to purchase the Securities
at that time, and could be lower than CIBCWM’s price. |
| ¨ | Economic and Market Factors May Adversely Affect the Terms and Market
Price of the Securities Prior to Maturity — Because structured notes, including the Securities, can be thought of as having
a debt and derivative component, factors that influence the values of debt instruments and options and other derivatives will also affect
the terms and features of the Securities at issuance and the market price of the Securities prior to maturity. These factors include the
level of the Underlying; the volatility of the Underlying; the dividend rate paid on stocks included in the Underlying; the time remaining
to the maturity of the Securities; interest rates in the markets in general; geopolitical conditions and economic, financial, political,
regulatory, judicial or other events; and the creditworthiness of CIBC. These and other factors are unpredictable and interrelated and
may offset or magnify each other. |
| ¨ | The Securities Will Not Be Listed on Any Securities Exchange and We Do
Not Expect a Trading Market for the Securities to Develop — The Securities will not be listed on any securities exchange. Although
CIBCWM and/or its affiliates intend to purchase the Securities from holders, they are not obligated to do so and are not required to make
a market for the Securities. There can be no assurance that a secondary market will develop for the Securities. Because we do not expect
that any market makers will participate in a secondary market for the Securities, the price at which you may be able to sell your Securities
is likely to depend on the price, if any, at which CIBCWM and/or its affiliates are willing to buy your Securities. |
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 Securities prior to maturity. This may
affect the price you receive upon such sale. Consequently, you should be willing to hold the Securities to maturity.
Hypothetical Scenario Analysis and Examples |
The scenario analysis and examples below are hypothetical
and provided for illustrative purposes only. They do not purport to be representative of every possible scenario concerning increases
or decreases in the level of the Underlying relative to the Initial Level. The hypothetical terms used below are not the actual terms.
The actual terms are indicated on the cover of this pricing supplement. We cannot predict the Final Level. You should not take the
scenario analysis and these examples as an indication or assurance of the expected performance of the Underlying. The numbers appearing
in the examples below may have been rounded for ease of analysis. The following scenario analysis and examples illustrate the Payment
at Maturity per $10.00 Security on a hypothetical offering of the Securities, based on the following terms:
Investment Term: |
Approximately 5 years |
|
|
Step Return: |
26.05% |
|
|
Hypothetical Initial Level: |
1,000.00 |
|
|
Hypothetical Step Barrier: |
1,000.00 (100% of the hypothetical Initial Level) |
|
|
Hypothetical Downside Threshold: |
750.00 (75.00% of the hypothetical Initial Level) |
Example 1— The level of the Underlying
increases from an Initial Level of 1,000.00 to a Final Level of 1,750.00.
Because the Final Level is greater than or equal
to the Step Barrier, the Payment at Maturity for each $10 principal amount of Securities is equal to:
$10 + ($10 × (the greater of (a) Step Return
and (b) Underlying Return))
$10 + ($10 × 75.00%) = $17.500
Payment at Maturity = $17.500
Example 1 shows that if the Underlying Return is
greater than the Step Return, the return on the Securities will equal the Underlying Return.
Example 2— The level of the Underlying
increases from an Initial Level of 1,000.00 to a Final Level of 1,100.00.
Because the Final Level is greater than or equal
to the Step Barrier, the Payment at Maturity for each $10 principal amount of Securities is equal to:
$10 + ($10 × (the greater of (a) Step Return
and (b) Underlying Return))
$10 + ($10 × 26.05%) = $12.605
Payment at Maturity = $12.605
Example 2 shows that if the Underlying Return is
at or above zero but is less than the Step Return, the return on the Securities will equal the Step Return.
Example 3— The level of the Underlying
decreases from an Initial Level of 1,000.00 to a Final Level of 800.00.
Because the Final Level is less than the Step Barrier
but greater than or equal to the Downside Threshold, the Payment at Maturity for each $10 principal amount of Securities is $10.00.
Example 3 shows that you will receive the full principal
amount (a return of 0%) although the level of the Underlying has decreased moderately.
Example 4— The level of the Underlying
decreases from an Initial Level of 1,000.00 to a Final Level of 500.00.
Because the Final Level is less than the Downside
Threshold, the Payment at Maturity for each $10 principal amount of Securities is equal to:
$10
+ ($10 × Underlying Return)
$10
+ ($10 × -50.00%) = $5.000
Payment at Maturity = $5.000
Example 4 shows that you are exposed on a 1-to-1
basis to any decrease in the level of the Underlying if the Final Level is less than the Downside Threshold. In this case, you will
lose some or all of your principal amount at maturity.
Scenario Analysis – Hypothetical Payment
at Maturity for each $10.00 principal amount of the Securities.
Hypothetical
Final Level
|
Hypothetical
Underlying
Return*
|
Payment
at
Maturity
|
Return
on
Securities at
Maturity**
|
2,000.00 |
100.00% |
$20.000 |
100.00% |
1,750.00 |
75.00% |
$17.500 |
75.00% |
1,500.00 |
50.00% |
$15.000 |
50.00% |
1,260.50 |
26.05% |
$12.605 |
26.05% |
1,200.00 |
20.00% |
$12.605 |
26.05% |
1,100.00 |
10.00% |
$12.605 |
26.05% |
1,050.00 |
5.00% |
$12.605 |
26.05% |
1,000.00 |
0.00% |
$12.605 |
26.05% |
900.00 |
-10.00% |
$10.000 |
0.00% |
800.00 |
-20.00% |
$10.000 |
0.00% |
750.00 |
-25.00% |
$10.000 |
0.00% |
740.00 |
-26.00% |
$7.400 |
-26.00% |
500.00 |
-50.00% |
$5.000 |
-50.00% |
250.00 |
-75.00% |
$2.500 |
-75.00% |
0.00 |
-100.00% |
$0.000 |
-100.00% |
* The Underlying Return excludes cash dividend payments
on the stocks included in the Underlying.
** This “Return on Securities” is the
number, expressed as a percentage, that results from comparing the Payment at Maturity per $10 principal amount of the Securities to the
purchase price of $10 per Security.
Information About the Underlying |
The S&P 500® Index
The S&P 500®
Index (Bloomberg ticker: “SPX <Index>”) is calculated, maintained and published by S&P Dow Jones Indices LLC. The
Underlying includes 500 leading companies and covers approximately 80% of market capitalization of the U.S. equity markets. See “Index
Descriptions—The S&P U.S. Indices” beginning on page S-43 of the accompanying underlying supplement for additional information
about the Underlying.
In addition, information about the Underlying may
be obtained from other sources, including, but not limited to, the index sponsor’s website (including information regarding the
Underlying’s sector weightings). We are not incorporating by reference into this pricing supplement the website or any material
it includes. None of us, UBS or any of our respective affiliates makes any representation that such publicly available information regarding
the Underlying is accurate or complete.
Historical Performance of the Underlying
The graph below illustrates the performance of the
Underlying from January 1, 2019 to July 15, 2024, based on the daily Closing Levels as reported by Bloomberg L.P. (“Bloomberg”),
without independent verification. We have not conducted any independent review or due diligence of the publicly available information
from Bloomberg. On July 15, 2024, the Closing Level of the Underlying was 5,631.22, which is the Initial Level. The blue line indicates
the Downside Threshold of 4,223.42, which is equal to 75.00% of the Initial Level. The historical performance of the Underlying should
not be taken as an indication of its future performance, and no assurances can be given as to the level of the Underlying at any time
during the term of the Securities, including the Final Valuation Date. We cannot give you assurance that the performance of the Underlying
will result in the return of any of your investment.
Historical Performance
of the S&P 500® Index
|
|
Source: Bloomberg |
United States Federal Income Tax Considerations |
The following discussion is a brief summary of the
material U.S. federal income tax considerations relating to an investment in the Securities. The following summary is not complete and
is both qualified and supplemented by (although to the extent inconsistent supersedes) the discussion entitled “Material U.S. Federal
Income Tax Consequences” in the underlying supplement, which you should carefully review prior to investing in the Securities. Except
with respect to the section below under “Non-U.S. Holders,” it applies only to those U.S. Holders who are not excluded from
the discussion of United States Taxation in the accompanying prospectus.
The U.S. federal income tax considerations of your
investment in the Securities are uncertain. No statutory, judicial or administrative authority directly discusses how the Securities 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 Securities as prepaid derivative contracts. Pursuant to the terms of the Securities, you agree to treat the Securities in
this manner for all U.S. federal income tax purposes. If this treatment is respected, you should generally recognize capital gain or loss
upon the sale, exchange, redemption or payment upon maturity in an amount equal to the difference between the amount you receive in such
transaction and the amount that you paid for your Securities. Such gain or loss should generally be treated as long-term capital gain
or loss if you have held your Securities for more than one year.
The expected characterization of the Securities
is not binding on the U.S. Internal Revenue Service (the “IRS”) or the courts. It is possible that the IRS would seek to characterize
the Securities in a manner that results in tax consequences to you that are different from those described above or in the accompanying
underlying supplement. Such alternate treatment could include a requirement that a holder accrue ordinary income over the life of the
Securities or treat all gain or loss at maturity as ordinary gain or loss. For a more detailed discussion of certain alternative characterizations
with respect to the Securities and certain other considerations with respect to an investment in the Securities, you should consider the
discussion set forth in “Material U.S. Federal Income Tax Consequences” of the underlying supplement. We are not responsible
for any adverse consequences that you may experience as a result of any alternative characterization of the Securities for U.S. federal
income tax or other tax purposes.
Non
U.S.-Holders. A “dividend equivalent” payment is treated as a dividend from sources within the United States and
such payments generally would be subject to a 30% U.S. withholding tax if paid to a Non-U.S. Holder. Under Treasury regulations, payments
(including deemed payments) with respect to equity-linked instruments (“ELIs”) that are “specified ELIs” may be
treated as dividend equivalents if such specified ELIs reference an interest in an “underlying security,” which is generally
any interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment with respect to such interest could
give rise to a U.S. source dividend. However, Internal Revenue Service guidance provides that withholding on dividend equivalent payments
will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2027. We expect that the delta
of the Securities will not be one, and therefore, we expect that Non-U.S. Holder should not be subject to withholding on dividend equivalent
payments, if any, under the Securities. However, it is possible that the Securities could be treated as deemed reissued for U.S. federal
income tax purposes upon the occurrence of certain events affecting the Underlying or the Securities, and following such occurrence the
Securities could be treated as subject to withholding on dividend equivalent payments. Non-U.S. Holders that enter, or have entered, into
other transactions in respect of the Underlying or the Securities should consult their tax advisors as to the application of the dividend
equivalent withholding tax in the context of the Securities and their other transactions. If any payments are treated as dividend equivalents
subject to withholding, we (or the applicable paying agent) would be entitled to withhold taxes without being required to pay any additional
amounts with respect to amounts so withheld.
Please see the discussion under the section entitled
“Material U.S. Federal Income Tax Consequences” in the underlying supplement for a further discussion of the U.S. federal
income tax consequences of an investment in the Securities. You should consult your tax advisor as to the tax consequences of such characterization
and any possible alternative characterizations of the Securities 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 Securities in your particular circumstances,
including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
Certain Canadian Federal Income Tax Considerations |
In the opinion of Blake, Cassels & Graydon LLP,
our Canadian tax counsel, the following summary describes the principal Canadian federal income tax considerations under the Income Tax
Act (Canada) and the regulations thereto (the “Canadian Tax Act”) generally applicable at the date hereof to a purchaser who
acquires beneficial ownership of a Security pursuant to this pricing supplement and who for the purposes of the Canadian Tax Act and at
all relevant times: (a) is neither resident nor deemed to be resident in Canada; (b) deals at arm’s length with CIBC and any transferee
resident (or deemed to be resident) in Canada to whom the purchaser disposes of the Security; (c) does not use or hold and is not deemed
to use or hold the Security 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 Security; (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 Security
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 Securities
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 Securities, interest payable on the
Securities 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 Security 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 Securities to a person with whom they are not dealing at arm’s length
for purposes of the Canadian Tax Act. |
Supplemental Plan of Distribution (Conflicts of Interest) |
Pursuant to the terms of a distribution agreement,
CIBCWM will purchase the Securities from CIBC for distribution to UBS (the “Agent”). CIBCWM has agreed to sell to the Agent,
and the Agent has agreed to purchase, all of the Securities at the price to public less the underwriting discount set forth on the cover
hereof. The Agent may allow a concession to its affiliates not in excess of the underwriting discount set forth on the cover hereof.
We will deliver the Securities against payment therefor
in New York, New York on a date that is more than one business day following the Trade Date. Under Rule 15c6-1 of the Securities Exchange
Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade the Securities on any date prior to one business day before delivery
will be required to specify alternative settlement arrangements to prevent a failed settlement.
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.
The Bank may use this pricing supplement in the
initial sale of the Securities. In addition, CIBCWM or another of the Bank’s affiliates may use this pricing supplement in market-making
transactions in any Securities 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 Securities,
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 Securities 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 Securities. These costs and profits will likely reduce the secondary market price, if any secondary
market develops, for the Securities. As a result, you may experience an immediate and substantial decline in the market value of your
Securities on the Settlement Date.
The Bank’s Estimated Value of the Securities |
The Bank’s initial estimated value of the
Securities set forth on the cover of this pricing supplement is equal to the sum of the values of the following hypothetical components:
(1) a fixed-income debt component with the same maturity as the Securities, valued using our internal funding rate for structured debt
described below, and (2) the derivative or derivatives underlying the economic terms of the Securities. The Bank’s initial estimated
value does not represent a minimum price at which CIBCWM or any other person would be willing to buy your Securities in any secondary
market (if any exists) at any time. The internal funding rate used in the determination of the Bank’s initial estimated value generally
represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our
view of the funding value of the Securities as well as the higher issuance, operational and ongoing liability management costs of the
Securities in comparison to those costs for our conventional fixed-rate debt. For additional information, see “Key Risks—The
Bank’s Initial Estimated Value of the Securities Was Not Determined by Reference to Credit Spreads for Our Conventional Fixed-Rate
Debt” in this pricing supplement. The value of the derivative or derivatives underlying the economic terms of the Securities is
derived from the Bank’s or a third party hedge provider’s internal pricing models. These models are dependent on inputs such
as the traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable, and
which can include volatility, dividend rates, interest rates and other factors, as well as assumptions about future market events and/or
environments. Accordingly, the Bank’s initial estimated value of the Securities was determined when the terms of the Securities
were set based on market conditions and other relevant factors and assumptions existing at that time. See “Key Risks—The Bank’s
Initial Estimated Value Does Not Represent Future Values of the Securities and May Differ From Others’ Estimates” in this
pricing supplement.
The Bank’s initial estimated value of the
Securities is lower than the initial issue price of the Securities because costs associated with selling, structuring and hedging the
Securities are included in the initial issue price of the Securities. These costs include the selling commissions paid to CIBCWM and other
affiliated or unaffiliated dealers, the projected profits that our hedge counterparties, which may include our affiliates, expect to realize
for assuming risks inherent in hedging our obligations under the Securities and the estimated cost of hedging our obligations under the
Securities. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result
in a profit that is more or less than expected, or it may result in a loss. We or one or more of our affiliates will retain any profits
realized in hedging our obligations under the Securities. See “Key Risks—The Bank’s Initial Estimated Value of the Securities
Is Lower Than the Initial Issue Price (Price to Public) of the Securities” in this pricing supplement.
Validity of the Securities |
In the opinion of Blake, Cassels & Graydon LLP,
as Canadian counsel to the Bank, the issue and sale of the Securities has been duly authorized by all necessary corporate action of the
Bank in conformity with the indenture, and when the Securities have been duly executed, authenticated and issued in accordance with the
indenture, the Securities will be validly issued and, to the extent validity of the Securities 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 6, 2023, which has been filed as Exhibit 5.2 to the Bank’s Registration
Statement on Form F-3 filed with the SEC on June 6, 2023.
In the opinion of Mayer Brown LLP, when the Securities
have been duly completed in accordance with the indenture and issued and sold as contemplated by this pricing supplement and the accompanying
underlying supplement, prospectus supplement and prospectus, the Securities 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 6, 2023, which has been filed as Exhibit 5.1 to the Bank’s
Registration Statement on Form F-3 filed with the SEC on June 6, 2023.
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 $7,559,850.
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