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/1045520/000110465924082971/tm2418636d40_424b2img001.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”) |
|
9.00% - 9.68%
per annum |
|
• |
|
70.00% of its Initial Price |
|
70.00% of its Initial Price |
|
13608Q416 |
|
US13608Q4165 |
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 $9.485 and $9.742 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 |
|
• |
$0.00 |
|
• |
$10.00 |
(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 no discount. 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: |
9.00% to 9.68% per annum (or 2.25% to 2.42% 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 $0.225 and $0.242
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 3 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: |
9.00% per annum (or 2.25% per quarter) |
Hypothetical Contingent Coupon: |
$0.225 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) |
$0.225 (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) |
$10.225 (Settlement Amount) |
|
Total Payment: $10.45 (4.50% 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 $10.225 per Note. When added to the Contingent
Coupon payments of $0.225 received in respect of the first Coupon Determination Date, CIBC will have paid you a total of $10.45 per Note,
for a 4.50% 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) |
$0.225 (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) |
$10.225 (Payment at Maturity) |
|
|
|
|
|
Total Payment: $10.45 (4.50% return) |
At maturity, CIBC will pay you a total of $10.225 per Note, reflecting
your principal amount plus the applicable Contingent Coupon. When added to the Contingent Coupon payments of $0.225 received in respect
of the first Coupon Determination Date, CIBC will have paid you a total of $10.45 per Note, for a 4.50% 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) |
$0.225 (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: $4.225 (-57.75% 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 $0.225 received in respect of the first Coupon Determination Date, CIBC will have paid you $4.225 per Note, for a -57.75%
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/1045520/000110465924082971/tm2418636d40_424b2img003.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/1045520/000110465924082971/tm2418636d40_424b2img004.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
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 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 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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