Filed
Pursuant to Rule 424(b)(2)
Registration
No. 333-272447
The
information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying
underlying supplement, prospectus supplement and prospectus are not an offer to sell these securities and we are not soliciting an offer
to buy these securities in any jurisdiction where the offer or sale is not permitted.
![](https://www.sec.gov/Archives/edgar/data/1045520/000110465924082970/tm2418636d39_424b2img004.jpg) |
Subject
to Completion, Dated July 26, 2024 Pricing
Supplement dated , 2024
(To
ETF Underlying Supplement dated September 5, 2023,
Prospectus
Supplement dated September 5, 2023, and Prospectus dated September 5, 2023)
|
Canadian Imperial
Bank of Commerce Trigger Autocallable Contingent Yield Notes
$ Notes
Linked to the Least Performing of the Invesco QQQTM Trust, Series 1 and the Invesco S&P 500® Equal
Weight ETF due on or about August 2, 2027
These Trigger
Autocallable Contingent Yield Notes (the ‘‘Notes’’) are senior unsecured debt securities issued by Canadian Imperial
Bank of Commerce (“CIBC”) with returns linked to the Least Performing of the Invesco QQQTM Trust, Series 1 and
the Invesco S&P 500® Equal Weight ETF (each, an “Underlying” and together, the “Underlyings”).
The Notes will rank equally with all of our other unsecured and unsubordinated debt obligations. CIBC will pay a quarterly Contingent
Coupon if the Closing Price of each Underlying on the applicable Coupon Determination Date (including the Final Valuation Date) is equal
to or greater than its Coupon Barrier. Otherwise, no coupon will be paid for the quarter. CIBC will automatically call the Notes if the
Closing Price of each Underlying on any quarterly Call Observation Date, commencing on January 29, 2025, is equal to or greater than
its Initial Price. If the Notes are called, CIBC will pay you the principal amount of your Notes plus the Contingent Coupon for the applicable
quarter, and no further amounts will be owed to you under the Notes. The Underlying with the lowest Underlying Return is the “Least
Performing Underlying.” If the Notes are not called prior to maturity and the Final Price of the Least Performing Underlying is
equal to or greater than its Downside Threshold, CIBC will pay you a cash payment at maturity equal to the principal amount of your Notes
plus the final Contingent Coupon. If the Final Price of the Least Performing Underlying is less than its Downside Threshold, CIBC will
pay you less than the full principal amount, if anything, resulting in a loss on your initial investment that is proportionate to the
negative performance of the Least Performing Underlying over the term of the Notes, and you may lose up to 100% of your principal amount.
Investing
in the Notes involves significant risks. CIBC may not pay any Contingent Coupons on the Notes. You may lose some or all of your principal
amount. You will be exposed to the market risk of each Underlying on each Coupon Determination Date and any decline in the price of one
Underlying may negatively affect your return and will not be offset or mitigated by a lesser decline or any increase in the price of
any other Underlying. Generally, the higher the Contingent Coupon Rate on a Note, the greater the risk of loss on that Note. The contingent
repayment of principal only applies if you hold the Notes to maturity or automatic call. Any payments on the Notes, including any repayment
of principal, are subject to the creditworthiness of CIBC. If CIBC were to default on its payment obligations, you may not receive any
amounts owed to you under the Notes and you could lose your entire investment.
q | Contingent
Coupon: CIBC will pay a quarterly Contingent Coupon payment if the Closing Price of each
Underlying on the applicable Coupon Determination Date is equal to or greater than its Coupon
Barrier. Otherwise, no coupon will be paid for the quarter. |
q | Automatically
Callable: CIBC will automatically call the Notes and pay you the principal amount of
your Notes plus the Contingent Coupon otherwise due for that applicable quarter if the Closing
Price of each Underlying on any quarterly Call Observation Date, commencing on January 29,
2025 is equal to or greater than its Initial Price. If the Notes are not called, investors
will potentially lose a portion of their principal amount at maturity. |
q | Contingent
Repayment of Principal Amount at Maturity: If the Notes have not been previously called
and the Final Price of the Least Performing Underlying is not less than its Downside Threshold
on the Final Valuation Date, CIBC will pay you the principal amount per Note at maturity
plus the final Contingent Coupon. If the Final Price of the Least Performing Underlying on
the Final Valuation Date is less than its Downside Threshold, CIBC will pay a cash amount
that is less than the principal amount, if anything, resulting in a loss on your initial
investment that is proportionate to the decline in the Closing Price of the Least Performing
Underlying from the Trade Date to the Final Valuation Date. The contingent repayment of principal
only applies if you hold the Notes until maturity or automatic call. Any payments on the
Notes, including any repayment of principal, are subject to the creditworthiness of CIBC. |
Trade
Date |
July
29, 2024 |
Settlement
Date |
July
31, 2024 |
Coupon
Determination Dates2 |
Quarterly, commencing on |
|
October
29, 2024 |
Call
Observation Dates2 |
Quarterly,
commencing on |
|
January
29, 2025 |
Final
Valuation Date2 |
July
29, 2027 |
Maturity
Date2 |
August
2, 2027 |
|
|
1
Expected |
2
See page PS-4 for additional details |
The
Notes are significantly riskier than conventional debt INSTRUMENTS. the terms of the Notes may not obligate CIBC TO REPAY THE FULL PRINCIPAL
AMOUNT OF THE NOTES. the Notes CAN have downside MARKET risk SIMILAR TO THE LEAST PERFORMING UNDERLYING, WHICH CAN RESULT IN A LOSS OF
SOME OR ALL OF the principal amount at maturity. This MARKET risk is in addition to the CREDIT risk INHERENT IN PURCHASING a DEBT OBLIGATION
OF CIBC. You should not PURCHASE the Notes if you do not understand or are not comfortable with the significant risks INVOLVED in INVESTING
IN the Notes.
YOU SHOULD CAREFULLY CONSIDER THE
RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE PS-7 AND THE MORE DETAILED ‘‘RISK FACTORS’’
BEGINNING ON PAGE S-1 OF THE ACCOMPANYING UNDERLYING SUPPLEMENT, BEGINNING ON PAGE S-1 OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND
PAGE 1 OF THE ACCOMPANYING PROSPECTUS BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES,
COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES.
The Notes
are offered at a minimum investment of $1,000 in denominations of $10 and integral multiples of $10 in excess thereof. The final terms
of the Notes will be determined on the Trade Date.
Underlyings
(Least
Performing of)
|
|
Contingent
Coupon
Rate |
|
Initial
Prices |
|
Downside
Thresholds |
|
Coupon
Barriers |
|
CUSIP |
|
ISIN |
The Invesco
QQQTM Trust, Series 1 (“QQQ”) |
|
7.00%
- 7.68%
per
annum |
|
• |
|
70.00%
of its Initial Price |
|
70.00%
of its Initial Price |
|
13608Q424 |
|
US13608Q4249 |
The Invesco
S&P 500® Equal Weight ETF (“RSP”) |
|
|
|
• |
|
70.00%
of its Initial Price |
|
70.00%
of its Initial Price |
|
|
|
|
See “Additional
Information about the Notes” on page PS-2. The Notes offered will have the terms specified in the accompanying prospectus,
prospectus supplement and underlying supplement, and the terms set forth herein.
Neither
the U.S. Securities and Exchange Commission (the “SEC”) nor any state or provincial securities commission has approved or
disapproved of the Notes or determined if this pricing supplement or the accompanying underlying supplement, prospectus supplement or
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Notes
will not constitute deposits insured by the Canada Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance
Corporation, or any other government agency or instrumentality of Canada, the United States or any other jurisdiction. The Notes are
not bail-inable debt securities (as defined on page 6 of the prospectus). The Notes will not be listed on any securities exchange.
The initial
estimated value of the Notes on the Trade Date as determined by CIBC is expected to be between $9.309 and $9.565 per $10.00 principal
amount of the Notes, which is expected to be less than the price to public. See “Key Risks—General Risks” beginning
on page PS-10 of this pricing supplement and “The Bank’s Estimated Value of the Notes” on the last page of this pricing
supplement for additional information.
|
Price
to Public |
|
Underwriting
Discount(1) |
|
Proceeds
to Us |
Notes
Linked to: |
Total |
Per
Note |
|
Total |
Per
Note |
|
Total |
Per
Note |
The
Least Performing of the Invesco QQQTM Trust, Series 1 and the Invesco S&P 500® Equal Weight ETF |
• |
$10.00 |
|
• |
$0.20 |
|
• |
$9.80 |
(1) CIBC
World Markets Corp. (“CIBCWM”), our affiliate, will purchase the Notes and, as part of the distribution of the Notes, will
sell all of the Notes to UBS Financial Services Inc. (“UBS”) at the discount specified in the table above. See “Supplemental
Plan of Distribution (Conflicts of Interest)” on the last page of this pricing supplement for additional information.
UBS
Financial Services Inc. | |
CIBC
Capital Markets |
Additional
Information About the Notes |
You
should read this pricing supplement together with the prospectus dated September 5, 2023 (the “prospectus”), the prospectus
supplement dated September 5, 2023 (the “prospectus supplement”) and the ETF 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 Notes in any jurisdiction where the offer or sale is not permitted. You should not
assume that the information contained in or incorporated by reference in this pricing supplement or the accompanying underlying supplement,
the prospectus supplement or the prospectus is accurate as of any date other than the date of the applicable document. Our business,
financial condition, results of operations and prospects may have changed since that date. Neither this pricing supplement nor the accompanying
underlying supplement, the prospectus supplement or the prospectus constitutes an offer, or an invitation on behalf of us, CIBCWM or
UBS, to subscribe for and purchase any of the Notes and may not be used for or in connection with an offer or solicitation by anyone
in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an
offer or solicitation.
References
to “CIBC,” “the Issuer,” “the Bank,” “we,” “us” and “our” in
this pricing supplement are references to Canadian Imperial Bank of Commerce and not to any of our subsidiaries, unless we state otherwise
or the context otherwise requires. References to “Fund” in the underlying supplement will be references to “Underlying.”
You
may access the underlying supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such
address has changed, by reviewing our filing for the relevant date on the SEC website):
The
Notes may be suitable for you if:
| ¨ | You
fully understand the risks inherent in an investment in the Notes, including the risk of
loss of your entire initial investment. |
| ¨ | You
believe the Closing Price of each Underlying will be equal to or greater than its Coupon
Barrier on most or all of the Coupon Determination Dates and equal to or greater than its
Downside Threshold on the Final Valuation Date. |
| ¨ | 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 have the same downside market risk as the
Least Performing Underlying. |
| ¨ | You
are willing to accept the individual market risk of each Underlying and understand that any
decline in the price of one Underlying will not be offset or mitigated by a lesser decline
or any increase in the price of any other Underlying. |
| ¨ | You
understand and accept that you will not participate in any appreciation in the price of any
Underlying, and your potential return is limited to the Contingent Coupon payments. |
| ¨ | You
are willing to invest in the Notes based on the Coupon Barriers and Downside Thresholds indicated
on the cover hereof and if the Contingent Coupon Rate was set to the minimum indicated on
the cover hereof (the actual Contingent Coupon Rate will be set on the Trade Date). |
| ¨ | You
are willing to hold the Notes that may be automatically called on any Call Observation Date,
commencing on January 29, 2025, on which the Closing Price of each Underlying is equal to
or greater than its Initial Price, or you are otherwise willing to hold the Notes to maturity
and do not seek an investment for which there is an active secondary market. |
| ¨ | You
understand and accept the risks associated with each Underlying. |
| ¨ | You
are willing to accept the risk and return profile of the Notes versus a conventional debt
security with a comparable maturity issued by CIBC or another issuer with a similar credit
rating. |
| ¨ | You
are willing to forgo dividends paid on an Underlying and the stocks held by an Underlying
and do not seek guaranteed current income from your investment. |
| ¨ | You
are willing to assume the credit risk associated with CIBC, as Issuer of the Notes, and understand
that if CIBC defaults on its obligations, you may not receive any amounts due to you, including
any repayment of principal. |
The Notes
may not be suitable for you if:
| ¨ | You
do not fully understand the risks inherent in an investment in the Notes, including the risk
of loss of your entire initial investment. |
| ¨ | You
believe that the price of at least one Underlying will decline during the term of the Notes
and is likely to close below its Coupon Barrier on most or all of the Coupon Determination
Dates and below its Downside Threshold on the Final Valuation Date. |
| ¨ | You
are not willing to make an investment in which you could lose some or all of your initial
investment and you are not willing to make an investment that may have the same downside
market risk as the Least Performing Underlying. |
| ¨ | You
are not willing to accept the individual market risk of each Underlying or are not willing
to accept the risk that any decline in the price of one Underlying will not be offset or
mitigated by a lesser decline or any increase in the price of any other Underlying. |
| ¨ | You
seek an investment that participates in the appreciation in the price of any Underlying or
that has unlimited return potential. |
| ¨ | You
are unwilling to invest in the Notes based on the Coupon Barriers and Downside Thresholds
indicated on the cover hereof or if the Contingent Coupon Rate was set to the minimum indicated
on the cover hereof (the actual Contingent Coupon Rate will be set on the Trade Date). |
| ¨ | You
are unable or unwilling to hold the Notes that will be automatically called on any Call Observation
Date, commencing on January 29, 2025, on which the Closing Price of each Underlying is equal
to or greater than its Initial Price, or you are otherwise unable or unwilling to hold the
Notes to maturity and seek an investment for which there will be an active secondary market. |
| ¨ | You
do not understand or accept the risks associated with any Underlying. |
| ¨ | 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
prefer to receive the dividends paid on an Underlying or the stocks held by an Underlying
and seek guaranteed current income from your investment. |
| ¨ | You
are not willing or are unable to assume the credit risk associated with CIBC, as Issuer of
the Notes, for any payments on the Notes, including any repayment of principal. |
The suitability
considerations identified above are not exhaustive. Whether or not the Notes are a suitable investment for you will depend on your individual
circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors
have carefully considered the suitability of an investment in the Notes in light of your particular circumstances. For more information
about the Underlyings, see “Information About the Underlyings” in this pricing supplement, and “Reference Sponsors
and Fund Descriptions —The Invesco QQQSM Trust, Series 1” beginning on page S-16 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.
Issuer: |
Canadian
Imperial Bank of Commerce |
Principal
Amount: |
$10
per Note (subject to a minimum investment of $1,000). |
Term: |
Approximately
3 years, unless earlier called. |
Trade
Date1: |
July 29,
2024 |
Settlement
Date1: |
July 31,
2024 |
Final
Valuation Date1: |
July 29,
2027 |
Maturity
Date1: |
August 2,
2027 |
Reference
Asset: |
The
least performing of the Invesco QQQTM Trust,
Series 1 (Ticker: QQQ) (the “QQQ”)
and the Invesco S&P 500® Equal Weight ETF (Ticker: “RSP”) (the “RSP”) (each, an “Underlying”
and together, the “Underlyings”) |
Automatic
Call Feature / Call Observation Dates / Call Payment Date: |
The Notes
will be automatically called if the Closing Price of each Underlying on any quarterly Call Observation Date, commencing on January 29,
2025, is equal to or greater than its Initial Price. Each Coupon Determination Date on and after January 29, 2025 will also
be a Call Observation Date. You will not receive any notice from us if the Notes are automatically called.
If the
Notes are called, CIBC will pay you on the applicable Coupon Payment Date (which will also be the “Call Payment Date”)
a cash payment per Note equal to your principal amount plus the Contingent Coupon otherwise due on that date. No further amounts
will be owed to you under the Notes. |
Coupon
Payment Dates: |
Two
business days following the applicable Coupon Determination Date, except that as to the final Coupon Determination Date, the Coupon
Payment Date will be the Maturity Date. The expected Coupon Determination Dates and Coupon Payment Dates are set forth in the table
below. |
Contingent
Coupon
Rate: |
7.00%
to 7.68% per annum (or 1.75% to 1.92% per quarter), to be determined on the Trade Date |
Contingent
Coupon: |
If the Closing
Price of each Underlying is equal to or greater than its Coupon Barrier on any Coupon Determination Date, CIBC will pay you the Contingent
Coupon applicable to that Coupon Determination Date. |
|
If
the Closing Price of any Underlying is less than its Coupon Barrier on any Coupon Determination Date, the Contingent Coupon applicable
to that Coupon Determination Date will not be payable and CIBC will not make any payment to you on the relevant Coupon Payment Date. |
|
The
Contingent Coupon will be between $0.175 and $0.192 per quarter per Note, to be determined on the Trade Date. The following table
sets forth the expected Coupon Determination Dates and Coupon Payment Dates. |
|
|
Expected
Coupon Determination Dates1 |
|
Expected
Coupon Payment Dates1 |
|
|
|
October
29, 2024 |
|
October
31, 2024 |
|
|
|
January
29, 2025 |
|
January
31, 2025 |
|
|
|
April
29, 2025 |
|
May
1, 2025 |
|
|
|
July
29, 2025 |
|
July
31, 2025 |
|
|
|
October
29, 2025 |
|
October
31, 2025 |
|
|
|
January
29, 2026 |
|
February
2, 2026 |
|
|
|
April
29, 2026 |
|
May
1, 2026 |
|
|
|
July
29, 2026 |
|
July
31, 2026 |
|
|
|
October
29, 2026 |
|
November
2, 2026 |
|
|
|
January
29, 2027 |
|
February
2, 2027 |
|
|
|
April
29, 2027 |
|
May
3, 2027 |
|
|
|
July
29, 2027 |
|
August
2, 2027 |
|
|
Contingent
Coupon payments on the Notes are not guaranteed. CIBC will not pay you the Contingent Coupon for any Coupon Determination Date on which
the Closing Price of any Underlying is less than its Coupon Barrier. |
Payment
at Maturity (per $10 Note):
|
If the
Notes are not called, for each $10 principal amount of the Notes, you will receive a cash payment on the Maturity Date calculated
as follows:
If
the Final Price of the Least Performing Underlying is equal to or greater than its Downside Threshold:
$10 +
final Contingent Coupon.
If
the Final Price of the Least Performing Underlying is less than its Downside Threshold:
$10 ×
(1 + Underlying Return of the Least Performing Underlying).
|
1
Expected. In the event CIBC makes any changes to the expected Trade Date and Settlement Date, the Final Valuation Date and the
Maturity Date will be changed so that the stated term of the Notes remains the same, and the Coupon Determination Dates and Call Observation
Dates may be adjusted in a similar manner. Each Coupon Determination Date, Call Observation Date and Coupon Payment Date, including the
Final Valuation Date and the Maturity Date, is 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” and “—Interest Payment Dates, Coupon Payment
Dates, Call Payment Dates and Maturity Date” in the accompanying underlying supplement.
|
In
this case, you will have a loss of principal that is proportionate to the decline in the Final Price of the Least Performing Underlying
as compared to its Initial Price, and you will lose some or all of your principal amount. Even with any Contingent Coupons, the return
on the Notes may be negative. |
Least Performing Underlying |
The Underlying
with the lowest Underlying Return. |
Underlying Return: |
For each
Underlying, calculated as follows: Final Price - Initial Price |
|
Initial
Price |
Downside Threshold: |
For each
Underlying, 70.00% of its Initial Price. |
Coupon Barrier: |
For each
Underlying, 70.00% of its Initial Price. |
Initial
Price: |
For each
Underlying, its Closing Price on the Trade Date. The Initial Price of an Underlying will be subject to adjustment by the calculation
agent as described under “Certain Terms of the Notes—Anti-Dilution Adjustments” in the accompanying underlying
supplement. |
Final Price: |
For each
Underlying, its Closing Price on the Final Valuation Date. |
Calculation Agent |
Canadian
Imperial Bank of Commerce |
|
The Initial
Price of each Underlying is observed and the terms of the Notes are determined.
|
If the Closing
Price of each Underlying is equal to or greater than its Coupon Barrier on any Coupon Determination Date, CIBC will pay you a Contingent
Coupon on the applicable Coupon Payment Date.
The Notes
will automatically be called if the Closing Price of each Underlying on any Call Observation Date, commencing on January 29,
2025, is equal to or greater than its Initial Price.
If the Notes
are called, CIBC will pay you a cash payment per Note equal to $10.00 plus the Contingent Coupon otherwise due on that date.
|
The Final
Price and the Underlying Return of each Underlying are determined on the Final Valuation Date.
If the Notes
have not been called and the Final Price of the Least Performing Underlying is equal to or greater than its Downside Threshold, CIBC
will repay the principal amount equal to $10.00 per Note plus the final Contingent Coupon.
If the Notes
have not been called and the Final Price of the Least Performing Underlying is below its Downside Threshold, CIBC will pay you a
cash payment at maturity that will be less than the principal amount, if anything, resulting in a loss of principal proportionate
to the decline of the Least Performing Underlying, equal to an amount of:
$10
× (1 + Underlying Return of the Least Performing Underlying) per Note
|
Investing
in the Notes involves significant risks. You may lose some or all of your principal amount AT MATURITY. Any paymentS on the Notes, including
any repayment of principal, ARE subject to the creditworthiness of CIBC. If CIBC were to default on its payment obligations, you may
not receive any amounts owed to you under the Notes and you could lose your entire investment.
You will
be exposed to the market risk of each Underlying on each Coupon Determination Date and any decline in the price of one Underlying may
negatively affect your return and will not be offset or mitigated by a lesser decline or any increase in the price of any other Underlying.
Generally, the higher the Contingent Coupon Rate on a Note, the greater the risk of loss on that Note.
An investment
in the Notes involves significant risks. Some of the risks that apply to the Notes are summarized here. However, CIBC urges you to read
the more detailed explanation of risks relating to the Notes in the “Risk Factors” section of the accompanying underlying
supplement and the accompanying prospectus supplement. CIBC also urges you to consult your investment, legal, tax, accounting and other
advisors before you invest in the Notes.
Structure
Risks
| ¨ | Risk
of Loss at Maturity — The Notes differ from ordinary debt securities in that CIBC
will not necessarily pay the full principal amount of the Notes. If the Notes are not called,
CIBC will only pay you the principal amount of your Notes in cash at maturity if the Final
Price of the Least Performing Underlying is greater than or equal to its Downside Threshold.
If the Notes are not called and the Final Price of the Least Performing Underlying is less
than its Downside Threshold, you will lose some or all of your initial investment in an amount
proportionate to the decline in the Final Price of the Least Performing Underlying from its
Initial Price. You may lose some or all of your principal amount at maturity. |
| ¨ | The
Contingent Repayment of Principal Applies Only Upon an Automatic Call or at Maturity
— You should be willing to hold your Notes to an automatic call or maturity. If you
are able to sell your Notes prior to an automatic call or maturity in the secondary market,
you may have to sell them at a loss relative to your investment even if the price of each
Underlying at that time is above its Downside Threshold. |
| ¨ | You
May Not Receive any Contingent Coupons — CIBC will not necessarily make periodic
coupon payments on the Notes. If the Closing Price of any Underlying on a Coupon Determination
Date is less than its Coupon Barrier, CIBC will not pay you the Contingent Coupon applicable
to that Coupon Determination Date. If the Closing Price of any Underlying is less than its
Coupon Barrier on each of the Coupon Determination Dates, CIBC will not pay you any Contingent
Coupons during the term of, and you will not receive a positive return on, your Notes. Generally,
this non-payment of the Contingent Coupon coincides with a period of greater risk of principal
loss on your Notes. |
| ¨ | There
Can Be No Assurance that the Investment View Implicit in the Notes Will Be Successful
— It is impossible to predict whether and the extent to which the price of any Underlying
will rise or fall. There can be no assurance that the Closing Price of any Underlying will
be equal to or greater than its Coupon Barrier on any Coupon Determination Date or, if the
Notes have not been called, that the Final Price of the Least Performing Underlying will
be equal to or greater than its Downside Threshold. The price of an Underlying will be influenced
by complex and interrelated political, economic, financial and other factors that affect
issuers of the securities held by that Underlying. You should be willing to accept the risk
of not receiving any Contingent Coupons and losing a significant portion or all of your initial
investment. |
| ¨ | Your
Potential Return on the Notes Is Limited to Any Contingent Coupons and You Will Not Participate
in Any Appreciation of Any Underlying Or Underlying Constituents — The return potential
of the Notes is limited to the Contingent Coupon Rate regardless of any appreciation of any
Underlying. In addition, your total return on the Notes will vary based on the number of
Coupon Determination Dates for which the Contingent Coupons are payable and may be less than
the Contingent Coupon Rate, or even zero. Further, the return potential of the Notes is limited
by the automatic call feature in that you will not receive any further payments after the
Notes are called. Your Notes could be called as early as January 29, 2025, and your
return could be minimal. If the Notes are not called, you may be exposed to the decline in
the price of the Least Performing Underlying even though you cannot participate in any potential
appreciation in the price of any Underlying. In addition, if the Notes have not been previously
called and if the price of the Least Performing Underlying is less than its Initial Price,
as the Maturity Date approaches and the remaining number of Coupon Determination Dates decreases,
the Notes are less likely to be automatically called, as there will be a shorter period of
time remaining for the price of the Least Performing Underlying to increase to its Initial
Price. As a result, the return on an investment in the Notes could be less than the return
on a direct investment in securities represented by any Underlying. |
| ¨ | Reinvestment
Risk — If your Notes are called early, the term of the Notes will be reduced and
you will not receive any payment on the Notes after the applicable Call Payment Date. There
is no guarantee that you would be able to reinvest the proceeds from an automatic call of
the Notes at a comparable rate of return for a similar level of risk. To the extent you are
able to reinvest such proceeds in an investment comparable to the Notes, you may incur transaction
costs. The Notes may be called as early as 6 months after issuance. |
| ¨ | Because
the Notes Are Linked to the Performance of More Than One Underlying, There Is a Greater Risk
of Contingent Coupons Not Being Paid and of You Sustaining a Significant Loss on Your Investment
— The risk that you will not receive any Contingent Coupons and lose some or all
of your initial investment in the Notes at maturity is greater if you invest in the Notes
as opposed to substantially similar notes that are linked to the performance of only one
Underlying. With multiple Underlyings, it is more likely that the Closing Price of at least
one Underlying will be less than its Coupon Barrier on a Coupon Determination Date or less
than its Downside Threshold on the Final Valuation Date. Therefore, it is more likely that
you will not receive any Contingent Coupons and that you will suffer a significant loss on
your investment at maturity. |
In
addition, movements in the prices of the Underlyings may be correlated or uncorrelated at different times during the term of the Notes,
and such correlation (or lack thereof) could have an adverse effect on your return on the Notes. The correlation of a pair of Underlyings
represents a statistical measurement of the degree to which the ratios of the returns of those Underlyings were similar to each other
over a given period of time. The correlation between a pair of Underlyings is scaled from 1.0 to -1.0, with 1.0 indicating perfect positive
correlation (i.e., the prices of two Underlyings are increasing together or decreasing together and the ratio of their daily returns
has been constant), 0 indicating no correlation (i.e., there is no statistical relationship between the daily returns of that pair of
Underlyings) and -1.0 indicating perfect negative correlation (i.e., as the price of one Underlying increases, the price of the other
Underlying decreases and the ratio of their daily returns has been constant).
The
lower (or more negative) the correlation among the Underlyings, the less likely it is that those Underlyings will move in the same direction
and, therefore, the greater the potential for one of those Underlyings to close below its Coupon Barrier or Downside Threshold on a Coupon
Determination Date or the Final Valuation Date, respectively. This is because the less positively correlated the Underlyings are, the
greater the likelihood that at least one of the Underlyings will decrease in value. This results in a greater potential for a Contingent
Coupon not to be paid during the term of the Notes and for a loss of principal at maturity. However, even if the Underlyings have a higher
positive correlation, one or more of those Underlyings might close below its Coupon Barrier or Downside Threshold on a Coupon Determination
Date or the Final Valuation Date, as the Underlyings may decrease in value together.
CIBC
determines the Contingent Coupon Rate for the Notes based, in part, on the correlation among the Underlyings, calculated using internal
models at the time the terms of the Notes are set. As discussed above, increased risk resulting from lower correlation will be reflected
in a higher Contingent Coupon Rate than would be payable on notes that have a higher degree of correlation.
| ¨ | Your
Return Will Be Based on the Individual Return of Each Underlying — Unlike notes
linked to a basket of underlyings, the Notes will be linked to the individual performance
of each Underlying. Because the Notes are not linked to a basket, in which case the risk
is mitigated and diversified among all of the components of a basket, you will be exposed
to the risk of fluctuations in the prices of the Underlyings to the same degree for each
Underlying. The amount payable on the Notes, if any, depends on the performance of the Least
Performing Underlying regardless of the performance of any other Underlying. You will bear
the risk that any of the Underlyings will perform poorly. |
| ¨ | Higher
Contingent Coupons or Lower Downside Thresholds Are Generally Associated with the Underlying
with Greater Expected Volatility and Therefore Can Indicate a Greater Risk of Loss —
”Volatility” refers to the frequency and magnitude of changes in the price of
an Underlying. The greater the expected volatility with respect to an Underlying on the Trade
Date, the higher the expectation as of the Trade Date that the Underlying could close below
its Coupon Barrier on a Coupon Determination Date, resulting in no Contingent Coupons payable
on the Notes, or below its Downside Threshold on the Final Valuation Date, resulting in the
loss of some or all of your investment. This greater expected risk will generally be reflected
in a higher Contingent Coupon than the yield payable on our conventional debt securities
with a similar maturity, or in more favorable terms (such as a lower Downside Threshold or
a higher Contingent Coupon) than for similar securities linked to the performance of an Underlying
with a lower expected volatility as of the Trade Date. You should therefore understand that
a relatively higher Contingent Coupon may indicate an increased risk of loss. Further, a
relatively lower Downside Threshold may not necessarily indicate that the Notes have a greater
likelihood of a repayment of principal at maturity. The volatility of an Underlying can change
significantly over the term of the Notes. The price of an Underlying for your Notes could
fall sharply, which could result in a significant loss of principal, and the non-payment
of one or more Contingent Coupons. You should be willing to accept the downside market risk
of the Least Performing Underlying and the potential to lose some or all of your principal
at maturity. |
Underlying
Risks
| ¨ | There
Are Risks Associated With Investments in Securities Linked to the Equity Securities of Non-U.S.
Companies — Some of the equity securities held by the QQQ are issued by non-U.S.
companies. Investments in securities linked to the value of such non-U.S. equity securities,
such as the Notes, involve risks associated with the home countries of the issuers of those
non-U.S. equity securities. The prices of securities in non-U.S. markets may be affected
by political, economic, financial and social factors in those countries or global regions,
including changes in government, economic and fiscal policies and currency exchange laws. |
| ¨ | Owning
the Notes Is Not the Same as Owning Shares of an Underlying or the Stocks Held by an Underlying
— The return on your Notes may not reflect the return you would realize if
you actually owned shares of an Underlying or the stocks held by an Underlying. As a holder
of the Notes, you will not have voting rights or rights to receive dividends or other distributions
or other rights that holders of shares of an Underlying or the stocks held by any Underlying
would have. Furthermore, an Underlying and the stocks held by an Underlying may appreciate
substantially during the term of your Notes, and you will not participate in such appreciation. |
| ¨ | Changes
Affecting an Underlying or Its Underlying Index May Adversely Affect the Value of that
Underlying — The policies of the sponsor of an Underlying or its Underlying Index
concerning additions, deletions and substitutions of the stocks included in that Underlying
or Underlying Index and the manner in which the sponsor takes account of certain changes
affecting those stocks included in that Underlying or Underlying Index may adversely affect
its value. The policies of such sponsor with respect to the calculation of that Underlying
or Underlying Index could also adversely affect its value. Such sponsor may discontinue or
suspend calculation or dissemination of that Underlying or Underlying Index. Any such actions
could have an adverse effect on the price of an Underlying and consequently, the value of
the Notes. |
| ¨ | The
Performance of a Fund May Not Correlate with the Performance of Its Underlying Index
as well as the Net Asset Value per Share of that Fund, Especially During Periods of Market
Volatility — Although a Fund is designed to track the performance of its Underlying
Index, the performance of that Fund and that of its Underlying Index generally will vary
due to, for example, transaction costs, management fees, certain corporate actions, and timing
variances. Moreover, it is also possible that the performance of a Fund may not fully replicate
or may, in certain circumstances, diverge significantly from the performance of its |
Underlying
Index. This could be due to, for example, a Fund not holding all or substantially all of
the underlying assets included in the Underlying Index and/or holding assets that are not
included in the Underlying Index, the temporary unavailability of certain securities in the
secondary market, the performance of any derivative instruments held by a Fund, differences
in trading hours between a Fund (or the underlying assets held by a Fund) and its Underlying
Index, or due to other circumstances. This variation in performance is called the “tracking
error,” and, at times, the tracking error may be significant.
In
addition, because the shares of a Fund are traded on a securities exchange and are subject to market supply and investor demand, the
market price of one share of that Fund may differ from its net asset value per share; shares of that Fund may trade at, above, or below
its net asset value per share.
During
periods of market volatility, securities held by a Fund may be unavailable in the secondary market, market participants may be unable
to calculate accurately the net asset value per share of that Fund and the liquidity of that Fund may be adversely affected. This
kind of market volatility may also disrupt the ability of market participants to create and redeem shares of a Fund. Further, market
volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of
a Fund. As a result, under these circumstances, the market value of shares of a Fund may vary substantially from the net asset value
per share of that Fund.
For
the foregoing reasons, the performance of a Fund may not match the performance of its Underlying Index over the same period. Because
of this variance, the return on the Notes, to the extent dependent on the performance of that Fund, may not be the same as an investment
directly in the securities or other assets included in the Underlying Index or the same as a debt security with a return linked to the
performance of the Underlying Index.
| ¨ | The
Funds are Subject to Management Risk — The Funds are not managed according to traditional
methods of “active” investment management, which involve the buying and selling
of securities based on economic, financial and market analysis and investment judgment. Instead,
The Fund, utilizing a “passive” or indexing investment approach, attempts to
approximate the investment performance of the Underlying Index by investing in a portfolio
of securities that generally replicate the Underlying Index. Therefore, unless a specific
security is removed from its Underlying Index, a Fund generally would not sell a security
because the security’s issuer was in financial trouble. In addition, a Fund is subject
to the risk that the investment strategy of its investment advisor may not produce the intended
results. All these factors may adversely affect the Closing Price of a Fund and consequently,
the return on the Notes. |
Conflicts
of Interest
| ¨ | Certain
Business, Trading and Hedging Activities of Us, UBS, and Our Respective Affiliates May Create
Conflicts With Your Interests and Could Potentially Adversely Affect the Value of the Notes
— We, UBS, and our respective affiliates may engage in trading and other business
activities related to an Underlying or any securities held by an 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 an Underlying. These activities
may present a conflict of interest between your interest in the Notes and the interests that
we, UBS, and our respective affiliates may have in our or their proprietary accounts, in
facilitating transactions, including block trades, for our or their other customers, and
in accounts under our or their management. In addition, we, UBS, and our respective affiliates
may publish research, express opinions or provide recommendations that are inconsistent with
investing in or holding the Notes, and which may be revised at any time. Any such research,
opinions or recommendations could adversely affect the price of an Underlying, and therefore,
the market value of the Notes. These trading and other business activities, if they affect
the price of an Underlying or secondary trading in your Notes, could be adverse to your interests
as a beneficial owner of the Notes. |
Moreover,
we, UBS, and our respective affiliates play a variety of roles in connection with the issuance of the Notes, including hedging our obligations
under the Notes and making the assumptions and inputs used to determine the pricing of the Notes and the initial estimated value of the
Notes when the terms of the Notes are set. We expect to hedge our obligations under the Notes through CIBCWM, UBS, one of our or its
affiliates, and/or another unaffiliated counterparty, which may include any dealer from which you purchase the Notes. Any of these hedging
activities may adversely affect the price of an Underlying and therefore the market value of the Notes and the amount you will receive,
if any, on the Notes. In connection with such activities, the economic interests of us, UBS, and our respective affiliates may be adverse
to your interests as an investor in the Notes. Any of these activities may adversely affect the value of the Notes. In addition, because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging activity may result in a
profit that is more or less than expected, or it may result in a loss. We, UBS, one or more of our respective affiliates or any unaffiliated
counterparty will retain any profits realized in hedging our obligations under the Notes even if investors do not receive a favorable
investment return under the terms of the Notes or in any secondary market transaction. 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 Notes, which creates an additional incentive to sell the Notes 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 Notes.
| ¨ | 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 Notes.
The calculation agent will exercise its judgment when performing its functions. For example,
the calculation agent will determine whether a Market Disruption Event affecting an Underlying
has occurred, and determine the Closing Price of that Underlying if a scheduled Call Observation
Date or the Final Valuation Date is postponed to the last possible day with respect to an
Underlying, and make certain anti-dilution adjustments to the Initial Price of a Fund if
certain corporate events occur. See “Certain Terms of the Notes—Valuation Dates”
and “—Anti-Dilution Adjustments” 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 Notes in taking any action that might affect the value of your Notes.
Tax
Risks
| ¨ | The
Tax Treatment of the Notes Is Uncertain — Significant aspects of the tax treatment
of the Notes are uncertain. You should consult your tax advisor about your own tax situation.
See “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 Notes Are Subject to Our Credit Risk, and Actual or Perceived Changes in Our Creditworthiness
Are Expected to Affect the Value of the Notes — The Notes are our senior unsecured
debt obligations and are not, either directly or indirectly, an obligation of any third party.
As further described in the accompanying prospectus and prospectus supplement, the Notes
will rank on par with all of our other unsecured and unsubordinated debt obligations, except
such obligations as may be preferred by operation of law. All payments to be made on the
Notes depend on our ability to satisfy our obligations as they come due. As a result, the
actual and perceived creditworthiness of us may affect the market value of the Notes and,
in the event we were to default on our obligations, you may not receive the amounts owed
to you under the terms of the Notes. If we default on our obligations under the Notes, your
investment would be at risk and you could lose some or all of your investment. See “Description
of Senior Debt Securities—Events of Default” in the accompanying prospectus. |
| ¨ | The
Notes 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 Notes being exposed to
losses. |
| ¨ | The
Bank’s Initial Estimated Value of the Notes Will Be Lower Than the Initial Issue Price
(Price to Public) of the Notes — The initial issue price of the Notes will exceed
the Bank’s initial estimated value because costs associated with selling and structuring
the Notes, as well as hedging the Notes, are included in the initial issue price of the Notes.
See “The Bank’s Estimated Value of the Notes” on the last page of
this pricing supplement. |
| ¨ | The
Bank’s Initial Estimated Value Does Not Represent Future Values of the Notes and May Differ
From Others’ Estimates — The Bank’s initial estimated value of the
Notes is only an estimate, which will be determined by reference to the Bank’s internal
pricing models when the terms of the Notes are set. This estimated value will be 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 Notes 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 Notes could change significantly based on, among
other things, changes in market conditions, including the prices of the Underlyings, 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 Notes
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 Notes in any secondary market (if any exists) at any time. See “The Bank’s
Estimated Value of the Notes” on the last page of this pricing supplement. |
| ¨ | The
Bank’s Initial Estimated Value of the Notes Will Not Be Determined by Reference to
Credit Spreads for Our Conventional Fixed-Rate Debt — The internal funding rate
to be used in the determination of the Bank’s 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 the Bank were
to use 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 would have an adverse effect on the economic terms of
the Notes, the initial estimated value of the Notes on the Trade Date, and any secondary
market prices of the Notes. See “The Bank’s Estimated Value of the Notes”
on the last page of this pricing supplement. |
| ¨ | If
CIBCWM Were to Repurchase Your Notes After the Settlement Date, the Price May Be Higher
Than the Then-Current Estimated Value of the Notes for a Limited Time Period —
While CIBCWM may make markets in the Notes, it is under no obligation to do so and may discontinue
any market-making activities at any time without notice. The price that it makes available
from time to time after the Settlement Date at which it would be willing to repurchase the
Notes will generally reflect its estimate of their value. That estimated value will be based
upon a variety of factors, including then prevailing market conditions, our creditworthiness
and transaction costs. However, for a period of approximately 7 months after the Trade Date,
the price at which CIBCWM may repurchase the Notes is expected to be higher than their estimated
value at that time. This is because, at the beginning of this period, that price will not
include certain costs that were included in the initial issue price, particularly our hedging
costs and profits. As the period continues, these costs are expected to be gradually included
in the price that CIBCWM would be willing to pay, and the difference between that price and
CIBCWM’s estimate of the value of the Notes will decrease over time until the end of
this period. After this period, if CIBCWM continues to make a market in the Notes, the prices
that it would pay for them are expected to reflect its estimated value, as well as customary
bid-ask spreads for similar trades. In addition, the value of the Notes shown on your |
account
statement may not be identical to the price at which CIBCWM would be willing to purchase the Notes at that time, and could be lower than
CIBCWM’s price.
| ¨ | Economic
and Market Factors May Adversely Affect the Terms and Market Price of the Notes Prior
to Maturity or Call — Because structured notes, including the Notes, can be thought
of as having a debt and derivative component, factors that influence the values of debt instruments
and options and other derivatives will also affect the terms and features of the Notes at
issuance and the market price of the Notes prior to maturity or call. These factors include
the prices of the Underlyings; the volatility of the Underlyings; the dividend rate paid
on an Underlying and the stocks held by an Underlying; the time remaining to the maturity
or call of the Notes; interest rates in the markets in general; geopolitical conditions and
economic, financial, political, regulatory, judicial or other events; and the creditworthiness
of CIBC. These and other factors are unpredictable and interrelated and may offset or magnify
each other. |
| ¨ | The
Notes Will Not Be Listed on Any Securities Exchange and We Do Not Expect a Trading Market
for the Notes to Develop — The Notes will not be listed on any securities exchange.
Although CIBCWM and/or its affiliates intend to purchase the Notes from holders, they are
not obligated
to do so and are not required to make a market for the Notes. There can be no assurance that a secondary market will develop for the
Notes. Because we do not expect that any market makers will participate in a secondary market for the Notes, the price at which you may
be able to sell your Notes is likely to depend on the price, if any, at which CIBCWM and/or its affiliates are willing to buy your Notes. |
If
a secondary market does exist, it may be limited. Accordingly, there may be a limited number of buyers if you decide to sell your Notes
prior to maturity or automatic call. This may affect the price you receive upon such sale. Consequently, you should be willing to hold
the Notes to maturity or automatic call.
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 price of any Underlying relative to its Initial Price. The hypothetical
terms used below are not the actual terms. The actual terms will be set on the Trade Date and will be indicated on the cover of the applicable
pricing supplement. We cannot predict the Final Price or the Closing Price of any Underlying on any Coupon Determination Date or
Call Observation Date. You should not take the scenario analysis and these examples as an indication or assurance of the expected performance
of any 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 or upon earlier automatic call per $10.00 Note on a hypothetical offering of the Notes,
based on the following assumptions:
Investment
Term: | |
Approximately
3 years (unless earlier called) |
Hypothetical
Initial Prices: | |
$100.00
for each Underlying |
Hypothetical
Contingent Coupon Rate: | |
7.00%
per annum (or 1.75% per quarter) |
Hypothetical
Contingent Coupon: | |
$0.175
per quarter |
Coupon
Determination Dates: | |
Quarterly |
Call
Observation Dates: | |
Quarterly,
commencing on January 29, 2025 |
Hypothetical
Coupon Barriers: | |
$70.00
for each Underlying (70.00% of its Initial Price) |
Hypothetical
Downside Thresholds: | |
$70.00
for each Underlying (70.00% of its Initial Price) |
Example
1 — Notes Are Called on the First Call Observation Date, Which Corresponds to the Second Coupon Determination Date
Date |
Closing
Price |
Payment
(per Note) |
First
Coupon Determination Date |
QQQ:
$80 (at or above Coupon Barrier; below Initial Price)
RSP:
$110 (at or above Coupon Barrier and Initial Price) |
$0.175
(Contingent Coupon) |
Second
Coupon Determination Date (and First Call Observation Date) |
QQQ:
$150 (at or above Coupon Barrier and Initial Price)
RSP:
$140 (at or above Coupon Barrier and Initial Price) |
$10.175
(Settlement Amount) |
|
Total
Payment: $10.35 (3.50% return) |
Since the
Notes are called on the fourth Coupon Determination Date (which is the first Call Observation Date), CIBC will pay you on the Call Payment
Date a total of $10.175 per Note. When added to the Contingent Coupon payments of $0.175 received in respect of the first Coupon Determination
Date, CIBC will have paid you a total of $10.35 per Note, for a 3.50% total return on the Notes. No further amount will be owed to you
under the Notes.
Example
2 — Notes Are NOT Called and the Final Price of Each Underlying Is at or Above Its Coupon Barrier and Downside Threshold
Date |
Closing
Price |
Payment
(per Note) |
First
Coupon Determination Date |
QQQ:
$90 (at or above Coupon Barrier; below Initial Price)
RSP:
$105 (at or above Coupon Barrier and Initial Price) |
$0.175
(Contingent Coupon) |
Second
through Eleventh Coupon Determination Dates (and First through Tenth Call Observation Date) |
Various (Closing Price
of at least one Underlying below Coupon Barrier; below Initial Price) |
$0.00 –
Notes are not automatically called |
Final
Valuation Date |
QQQ:
$85 (at or above Coupon Barrier and Downside Threshold; below Initial Price)
RSP:
$110 (at or above Coupon Barrier, Downside Threshold and Initial Price) |
$10.175
(Payment at Maturity) |
|
Total
Payment: $10.35 (3.50% return) |
At maturity,
CIBC will pay you a total of $10.175 per Note, reflecting your principal amount plus the applicable Contingent Coupon. When added to
the Contingent Coupon payments of $0.175 received in respect of the first Coupon Determination Date, CIBC will have paid you a total
of $10.35 per Note, for a 3.50% total return on the Notes.
Example
3 — Notes Are NOT Called and the Final Price of the Least Performing Underlying Is Below Its Coupon Barrier and Downside Threshold
Date |
Closing
Price |
Payment
(per Note) |
First
Coupon Determination Date |
QQQ:
$90 (at or above Coupon Barrier; below Initial Price)
RSP:
$120 (at or above Coupon Barrier and Initial Price) |
$0.175 (Contingent Coupon)
|
Second
through Eleventh Coupon Determination Dates (and First through Tenth Call Observation Date) |
Various (Closing Price
of at least one Underlying below Coupon Barrier; below Initial Price) |
$0.00 – Notes are
not automatically called |
Final
Valuation Date |
QQQ:
$40 (below Coupon Barrier, Downside Threshold and Initial Price)
RSP:
$110 (at or above Coupon Barrier, Downside Threshold and Initial Price) |
$10.00
× (1 + Underlying Return of the Least Performing Underlying)
=$10.00
× (1 + -60%)
=$10.00
- $6.00
=$4.00
(Payment at Maturity) |
|
Total
Payment: $4.175 (-58.25% return) |
Since the
Notes are not called and the Final Price of the Least Performing Underlying is below its Downside Threshold, CIBC will pay you at maturity
$4.00 per Note. In addition, the final Contingent Coupon will not be payable because the Final Price of the Least Performing Underlying
is also below its Coupon Barrier. When added to the Contingent Coupon payment of $0.175 received in respect of the first Coupon Determination
Date, CIBC will have paid you $4.175 per Note, for a -58.25% total return on the Notes.
Information
About the Underlyings |
The
Invesco QQQTM Trust, Series 1
The QQQ seeks
to track the investment results of the Nasdaq-100 Index®, which includes 100 of the largest domestic and international
nonfinancial companies listed on The Nasdaq Stock Market based on market capitalization. The QQQ trades on The Nasdaq Stock Market under
the ticker symbol “QQQ.” See “Reference Sponsors and Fund Descriptions—The Invesco QQQSM Trust, Series 1”
beginning on page S-16 of the accompanying underlying supplement for additional information about the QQQ.
In addition,
information provided to or filed with the SEC by the QQQ pursuant to the Exchange Act and the Investment Company Act can be located by
reference to SEC file numbers 333-61001 and 811-08947, respectively, through the SEC’s website at http://www.sec.gov. In addition,
information about the QQQ may be obtained from other sources including, but not limited to, the QQQ’s website. 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 QQQ is accurate or complete.
Historical
Performance of the QQQ
The graph
below illustrates the performance of the QQQ from January 1, 2019 to July 24, 2024, based on the daily Closing Prices 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 24, 2024, the Closing Price of the QQQ was $463.38 (the “Hypothetical
Initial Price”). The green line indicates a hypothetical Coupon Barrier and Downside Threshold of $324.37, which is equal to 70.00%
of its Hypothetical Initial Price. The historical performance of the QQQ should not be taken as an indication of its future performance,
and no assurances can be given as to the price of the QQQ at any time during the term of the Notes, including the Coupon Determination
Dates. We cannot give you assurance that the performance of the QQQ will result in the return of any of your investment.
Historical
Performance of the Invesco QQQTM Trust, Series 1
![](https://www.sec.gov/Archives/edgar/data/1045520/000110465924082970/tm2418636d39_424b2img001.jpg)
|
Source:
Bloomberg |
The
Invesco S&P 500® Equal Weight ETF
The shares
of the RSP are issued by Invesco Exchange-Traded Fund Trust (the “Invesco Trust”), a registered investment company. The RSP
seeks investment results that correspond generally to the performance, before fees and expenses, of the of the S&P 500®
Equal Weight Index (the “Underlying Index”). The Underlying Index is an equal-weighted version of the S&P 500®
Index (“SPX”). RSP is the successor to the investment performance of the Guggenheim S&P 500® Equal
Weight ETF (the “Predecessor Fund”) as a result of the reorganization of the Predecessor Fund into the Underlying Fund, which
was consummated after the close of business on April 6, 2018. The RSP trades on the NYSE Arca under the ticker symbol “RSP.”
In addition,
information provided to or filed with the SEC by the RSP pursuant to the Exchange Act and the Investment Company Act can be located by
reference to SEC file numbers 333-102228 and 811-21265, respectively, through the SEC’s website at http://www.sec.gov. In addition,
information about the RSP may be obtained from other sources including, but not limited to, the RSP’s website. 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 RSP is accurate or complete.
Investment
Approach
The RSP uses
an “indexing” investment approach to seek to track the investment results, before fees and expenses, of the Underlying Index.
The RSP employs a “full replication” methodology in seeking to track the Underlying Index, meaning that it generally invests
in all of the securities comprising the Underlying Index in proportion to their weightings in the Underlying Index. The RSP will generally
invest at least 90% of its total assets in the securities that comprise the Underlying Index. However, under various circumstances, it
may not be possible or practicable to purchase all of those securities in those same weightings. In those circumstances, the RSP may
purchase a sample of securities in the Underlying Index. A “sampling” methodology means that Invesco uses quantitative analysis
to select securities from the Underlying Index universe to obtain a representative sample of securities that have, in the aggregate,
investment characteristics similar to the Underlying Index in terms of key risk factors, performance attributes and other characteristics.
These include industry weightings, market capitalization, return variability, earnings valuation, yield and other financial characteristics
of securities. When employing a sampling methodology, Invesco bases the quantity of holdings in the RSP on a number of factors,
including asset size of the RSP, and generally expects the RSP to hold less than the total number of securities in the Underlying Index.
The RSP’s
return may not match the return of the Underlying Index for a number of reasons. For example, the RSP incurs operating expenses not applicable
to the Underlying Index and incurs costs in buying and selling securities, especially when rebalancing the RSP’s securities holdings
to reflect changes in the composition of the Underlying Index. In addition, the performance of the RSP and the Underlying Index may vary
due to asset valuation differences and differences between the RSP’s portfolio and the Underlying Index resulting from legal restrictions,
cost or liquidity constraints.
The S&P
500® Equal Weight Index
The Underlying
Index is the equal weight version of the SPX. The composition of the Underlying Index is the same as the SPX. Constituent changes are
incorporated in the Underlying Index as and when they are made in the SPX. When a company is added to the Underlying Index in the middle
of the quarter, it takes the weight of the company that it replaced. The one exception is when a company is removed from the Underlying
Index at a price of $0.00. In that case, the company’s replacement is added to the Underlying Index at the weight using the previous
day’s closing value, or the most immediate prior business day that the deleted company was not valued at $0.00.
The Underlying
Index is calculated and maintained in the same manner as the SPX, except that the constituents of the Underlying Index are equally weighted.
To calculate an equal-weighted index, the market capitalization for each stock used in the calculation of the index is redefined so that
each index constituent has an equal weight in the index at each rebalancing date. In addition to being the product of the stock price,
the stock’s shares outstanding and the stock’s investible weight factor (“IWF”), an additional weight factor
(“AWF”) is also introduced in the market capitalization calculation to establish equal weighting. The AWF of a stock is the
adjustment factor of that stock assigned at each index rebalancing date that makes all index constituents’ modified market capitalization
equal (and, therefore, equal weight), while maintaining the total market value of the overall index.
See “Reference
Sponsors and Fund Descriptions—The SPDR® S&P 500® ETF Trust—Description of the S&P
500® Index” beginning on page S-49 of the accompanying underlying supplement for additional information
about the SPX.
Historical
Performance of the RSP
The graph
below illustrates the performance of the RSP from January 1, 2019 to July 24, 2024, based on the daily Closing Prices as reported
by Bloomberg, without independent verification. We have not conducted any independent review or due diligence of the publicly available
information from Bloomberg. On July 24, 2024, the Closing Price of the RSP was $167.15 (the “Hypothetical Initial Price”).
The green line indicates a hypothetical Coupon Barrier and Downside Threshold of $117.01, which is equal to 70.00% of its Hypothetical
Initial Price. The historical performance of the RSP should not be taken as an indication of its future performance, and no assurances
can be given as to the price of the RSP at any time during the term of the Notes, including the Coupon Determination Dates. We cannot
give you assurance that the performance of the RSP will result in the return of any of your investment.
Historical
Performance of the Invesco S&P 500® Equal Weight ETF
![](https://www.sec.gov/Archives/edgar/data/1045520/000110465924082970/tm2418636d39_424b2img002.jpg)
Source:
Bloomberg
Correlation
of the Underlyings |
The graph
below illustrates the daily performance of the Underlyings from January 1, 2019 through July 24, 2024. For comparison purposes,
each Underlying has been normalized to have a Closing Price of 100.00 on January 1, 2019 by dividing the Closing Price of that Underlying
on each Trading Day by the Closing Price of that Underlying on January 1, 2019 and multiplying by 100.00. We obtained the Closing
Prices used to determine the normalized Closing Prices set forth below from Bloomberg, without independent verification.
The closer
the relationship of the daily returns of the Underlyings over a given period, the more positively correlated those Underlyings are. The
lower (or more negative) the correlation of the Underlyings, the less likely it is that those Underlyings will move in the same direction
and therefore, the greater the potential for the Closing Price or the Final Price of one of those Underlyings to be less than its Coupon
Barrier or Downside Threshold on a Coupon Determination Date or the Final Valuation Date, respectively. This is because the less positively
correlated the Underlyings are, the greater the likelihood that at least one of the Underlyings will decrease in value. However, even
if the Underlyings have a higher positive correlation, the Closing Price or the Final Price of one or more of the Underlyings might be
less than its Coupon Barrier or Downside Threshold on a Coupon Determination Date or the Final Valuation Date, respectively, as the Underlyings
may decrease in value together. Although the correlation of the Underlyings’ performance may change over the term of the Notes,
the correlations referenced in setting the terms of the Notes are calculated using CIBC’ internal models at the time when the terms
of the Notes are set and are not derived from the daily returns of the Underlyings over the period set forth below. A higher Contingent
Coupon Rate is generally associated with lower correlation of the Underlyings, which reflects a greater potential for a loss on your
investment at maturity. See “Key Risks — Structure Risks — Because the Notes Are Linked to the Performance of More
Than One Underlying, There Is a Greater Risk of Contingent Coupons Not Being Paid and of You Sustaining a Significant Loss on Your Investment,”
“ — Your Return Will Be Based on the Individual Return of Each Underlying,” and “— Higher Contingent Coupons
or Lower Downside Thresholds Are Generally Associated with the Underlying with Greater Expected Volatility and Therefore Can Indicate
a Greater Risk of Loss“ herein.
Past performance
of the Underlyings is not indicative of the future performance of the Underlyings.
Historical
Performance of the Invesco QQQTM Trust, Series 1
and the Invesco S&P 500® Equal Weight ETF
![](https://www.sec.gov/Archives/edgar/data/1045520/000110465924082970/tm2418636d39_424b2img003.jpg)
Source:
Bloomberg
United
States Federal Income Tax Considerations |
The following
discussion is a brief summary of the material U.S. federal income tax considerations relating to an investment in the Notes. The following
summary is not complete and is both qualified and supplemented by (although to the extent inconsistent supersedes) the discussion entitled
“Material U.S. Federal Income Tax Consequences” in the underlying supplement, which you should carefully review prior to
investing in the Notes. Except with respect to the section below under “Non-U.S. Holders,” it applies only to those U.S.
Holders who are not excluded from the discussion of United States Taxation in the accompanying prospectus.
The U.S.
federal income tax considerations of your investment in the Notes are uncertain. No statutory, judicial or administrative authority directly
discusses how the Notes should be treated for U.S. federal income tax purposes. In the opinion of our tax counsel, Mayer Brown LLP, it
would generally be reasonable to treat the Notes as prepaid derivative contracts. Pursuant to the terms of the Notes, you agree to treat
the Notes in this manner for all U.S. federal income tax purposes. If this treatment is respected, you should generally recognize capital
gain or loss upon the sale, exchange, redemption or payment upon maturity in an amount equal to the difference between the amount you
receive in such transaction and the amount that you paid for your Notes. Such gain or loss should generally be treated as long-term capital
gain or loss if you have held your Notes for more than one year. Although the tax treatment of the Contingent Coupon payments is unclear,
we intend to treat any Contingent Coupon payments, including on the Maturity Date or upon an automatic call, as ordinary income includible
in income by you at the time it accrues or is received in accordance with your normal method of accounting for U.S. federal income tax
purposes.
The expected
characterization of the Notes is not binding on the U.S. Internal Revenue Service (the “IRS”) or the courts. It is possible
that the IRS would seek to characterize the Notes in a manner that results in tax consequences to you that are different from those described
above or in the accompanying underlying supplement. For a more detailed discussion of certain alternative characterizations with respect
to the Notes and certain other considerations with respect to an investment in the Notes, you should consider the discussion set forth
in “Material U.S. Federal Income Tax Consequences” of the underlying supplement. We are not responsible for any adverse consequences
that you may experience as a result of any alternative characterization of the Notes for U.S. federal income tax or other tax purposes.
Non U.S.-Holders.
A “dividend equivalent” payment is treated as a dividend from sources within the United States and such payments generally
would be subject to a 30% U.S. withholding tax if paid to a Non-U.S. Holder. Under Treasury regulations, payments (including deemed payments)
with respect to equity-linked instruments (“ELIs”) that are “specified ELIs” may be treated as dividend equivalents
if such specified ELIs reference an interest in an “underlying security,” which is generally any interest in an entity taxable
as a corporation for U.S. federal income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend.
However, Internal Revenue Service guidance provides that withholding on dividend equivalent payments will not apply to specified
ELIs that are not delta-one instruments and that are issued before January 1, 2027. We expect that the delta of the Notes will not
be one, and therefore, we expect that Non-U.S. Holder should not be subject to withholding on dividend equivalent payments, if any, under
the Notes. However, it is possible that the Notes could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence
of certain events affecting the Underlyings or the Notes, and following such occurrence the Notes could be treated as subject to withholding
on dividend equivalent payments. Non-U.S. Holders that enter, or have entered, into other transactions in respect of any Underlying or
the Notes should consult their tax advisors as to the application of the dividend equivalent withholding tax in the context of the Notes
and their other transactions. If any payments are treated as dividend equivalents subject to withholding, we (or the applicable paying
agent) would be entitled to withhold taxes without being required to pay any additional amounts with respect to amounts so withheld.
Please
see the discussion under the section entitled “Material U.S. Federal Income Tax Consequences” in the underlying supplement
for a further discussion of the U.S. federal income tax consequences of an investment in the Notes. You should consult your tax advisor
as to the tax consequences of such characterization and any possible alternative characterizations of the Notes for U.S. federal income
tax purposes. You should also consult your tax advisor concerning the U.S. federal income tax and other tax consequences of your investment
in the Notes in your particular circumstances, including the application of state, local or other tax laws and the possible effects of
changes in federal or other tax laws.
Certain
Canadian Federal Income Tax Considerations |
In
the opinion of Blake, Cassels & Graydon LLP, our Canadian tax counsel, the following
summary describes the principal Canadian federal income tax considerations under the Income
Tax Act (Canada) and the regulations thereto (the “Canadian Tax Act”) generally
applicable at the date hereof to a purchaser who acquires beneficial ownership of a Note
pursuant to this pricing supplement and who for the purposes of the Canadian Tax Act and
at all relevant times: (a) is neither resident nor deemed to be resident in Canada;
(b) deals at arm’s length with the Issuer 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 the Issuer for purposes of the thin capitalization
rules in the Canadian Tax Act; and (f) is not an entity in respect of which the
Issuer or any transferee resident (or deemed to be resident) in Canada to whom the purchaser
disposes of, loans or otherwise transfers the Note is a “specified entity”, and
is not a “specified entity” in respect of such a transferee, in each case, for
purposes of the Hybrid Mismatch Rules, as defined below (a “Non-Resident Holder”).
Special rules which apply to non-resident insurers carrying on business in Canada and
elsewhere are not discussed in this summary.
This
summary assumes that no amount paid or payable to a holder described herein will be the deduction component of a “hybrid mismatch
arrangement” under which the payment arises within the meaning of the rules in the Canadian Tax Act with respect to “hybrid
mismatch arrangements” (the “Hybrid Mismatch Rules”). Investors should note that the Hybrid Mismatch Rules are
highly complex and there remains significant uncertainty as to their interpretation and application.
This
summary is supplemental to and should be read together with the description of material Canadian federal income tax considerations
relevant to a Non-Resident Holder owning Notes under “Material Income Tax Consequences — Canadian Taxation” in
the accompanying prospectus and a Non-Resident Holder should carefully read that description as well.
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 the Issuer on a Note as, on account of or in
lieu of payment of, or in satisfaction of, interest.
Non-Resident
Holders should consult their own advisors regarding the consequences to them of a disposition of the Notes to a person with whom
they are not dealing at arm’s length for purposes of the Canadian Tax Act. |
Supplemental
Plan of Distribution (Conflicts of Interest) |
Pursuant
to the terms of a distribution agreement, CIBCWM will purchase the Notes from CIBC for distribution to UBS (the “Agent”).
CIBCWM will agree to sell to the Agent, and the Agent will agree to purchase, all of the Notes at the price to public less the underwriting
discount set forth on the cover hereof. The Agent may allow a concession to its affiliates not in excess of the underwriting discount
set forth on the cover hereof.
CIBCWM is
our affiliate, and is deemed to have a conflict of interest under FINRA Rule 5121. In accordance with FINRA Rule 5121, CIBCWM
may not make sales in this offering to any of its discretionary accounts without the prior written approval of the customer.
The Bank
may use this pricing supplement in the initial sale of the Notes. In addition, CIBCWM or another of the Bank’s affiliates may use
this pricing supplement in market-making transactions in any Notes after their initial sale. Unless CIBCWM or we inform you otherwise
in the confirmation of sale, this pricing supplement is being used by CIBCWM in a market-making transaction.
We expect
to deliver the Notes 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 Exchange Act, 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 on any date prior
to one business day before delivery will be required to specify alternative settlement arrangements to prevent a failed settlement.
While CIBCWM
may make markets in the Notes, it is under no obligation to do so and may discontinue any market-making activities at any time without
notice. See the section titled “Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus
supplement.
The price
at which you purchase the Notes includes costs that the Bank or its affiliates expect to incur and profits that the Bank or its affiliates
expect to realize in connection with hedging activities related to the Notes. These costs and profits will likely reduce the secondary
market price, if any secondary market develops, for the Notes. As a result, you may experience an immediate and substantial decline in
the market value of your Notes on the Settlement Date.
The
Bank’s Estimated Value of the Notes |
The Bank’s
initial estimated value of the Notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the Notes, valued using our internal funding
rate for structured debt described below, and (2) the derivative or derivatives underlying the economic terms of the Notes. The
Bank’s initial estimated value does not represent a minimum price at which CIBCWM or any other person would be willing to buy your
Notes in any secondary market (if any exists) at any time. The internal funding rate used in the determination of the Bank’s initial
estimated value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on,
among other things, our view of the funding value of the Notes as well as the higher issuance, operational and ongoing liability management
costs of the Notes in comparison to those costs for our conventional fixed-rate debt. For additional information, see “Key Risks—The
Bank’s Initial Estimated Value of the Notes Will Not Be Determined by Reference to Credit Spreads for Our Conventional Fixed-Rate
Debt” in this pricing supplement. The value of the derivative or derivatives underlying the economic terms of the Notes is derived
from the Bank’s or a third party hedge provider’s internal pricing models. These models are dependent on inputs such as the
traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable, and which
can include volatility, dividend rates, interest rates and other factors, as well as assumptions about future market events and/or environments.
Accordingly, the Bank’s initial estimated value of the Notes will be determined when the terms of the Notes are set based on market
conditions and other relevant factors and assumptions existing at that time. See “Key Risks—The Bank’s Initial Estimated
Value Does Not Represent Future Values of the Notes and May Differ From Others’ Estimates” in this pricing supplement.
The Bank’s
initial estimated value of the Notes will be lower than the initial issue price of the Notes because costs associated with selling, structuring
and hedging the Notes are included in the initial issue price of the Notes. These costs include the selling commissions paid to CIBCWM
and other affiliated or unaffiliated dealers, the projected profits that our hedge counterparties, which may include our affiliates,
expect to realize for assuming risks inherent in hedging our obligations under the Notes and the estimated cost of hedging our obligations
under the Notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging
may result in a profit that is more or less than expected, or it may result in a loss. We or one or more of our affiliates will retain
any profits realized in hedging our obligations under the Notes. See “Key Risks—The Bank’s Initial Estimated Value
of the Notes Will Be Lower Than the Initial Issue Price (Price to Public) of the Notes” in this pricing supplement.
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