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Filed
Pursuant to Rule 424(b)(2)
Registration Statement No. 333-272447
(To Prospectus dated September 5, 2023,
Prospectus Supplement dated September 5, 2023 and
Product Supplement STOCK ARN-1 dated September 6, 2023) |
500,000
Units $10 principal amount per unit CUSIP No. 13608Q374 |
Pricing Date
Settlement Date
Maturity Date |
August
15, 2024 August 22, 2024 October 31,
2025 |
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Accelerated Return Notes® Linked
to a Basket of Three Financial Sector Stocks
§
Maturity of approximately 14 months
§
3-to-1 upside exposure to increases in the Basket, subject to a capped return of 22.23%
§
1-to-1 downside exposure to decreases in the Basket, with up to 100% of your investment at risk
§ The
Basket is comprised of the common stock of each of The Goldman Sachs Group, Inc., JPMorgan Chase & Co., and Morgan Stanley (the
“Basket Stocks”). Each Basket Stock was given an approximately equal weight
§
All payments occur at maturity and are subject to the credit risk of Canadian Imperial Bank of Commerce
§
No periodic interest payments
§
In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See “Structuring
the Notes”
§
Limited secondary market liquidity, with no exchange listing
§
The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed
by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United
States, Canada, or any other jurisdiction
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The notes are being issued by Canadian Imperial Bank of Commerce (“CIBC”).
There are important differences between the notes and a conventional debt security, including different investment risks and certain additional
costs. See “Risk Factors” and “Additional Risk Factors” beginning on page TS-6 of this term sheet and “Risk
Factors” beginning on page PS-6 of product supplement STOCK ARN-1.
The initial estimated value of the notes as of the pricing date is $9.685 per unit, which is less than the public offering price
listed below. See “Summary” on the following page, “Risk Factors” beginning on page TS-6 of this
term sheet and “Structuring the Notes” on page TS-15 of this term sheet for additional information. The actual value
of your notes at any time will reflect many factors and cannot be predicted with accuracy.
None of the Securities and Exchange Commission (the “SEC”),
any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if this Note
Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense.
|
Per Unit |
Total |
Public
offering price(1) |
$ 9.950 |
$4,975,000.00 |
Underwriting
discount(1) |
$ 0.125 |
$ 62,500.00 |
Proceeds, before expenses, to CIBC |
$ 9.825 |
$4,912,500.00 |
| (1) | All the notes (an aggregate of 500,000 units) are purchased by a single investor. The public offering price and the underwriting discount purchased in a single transaction of 300,000 units or more by an individual
investor are $9.95 per unit and $0.125 per unit, respectively. See “Supplement to the Plan of Distribution”
below. |
The notes:
Are Not FDIC Insured |
Are Not Bank Guaranteed |
May Lose Value |
BofA Securities
August 15, 2024
Accelerated
Return Notes® Linked to a Basket of Three Financial Sector Stocks, due
October 31, 2025 |
|
Summary
The Accelerated Return Notes® Linked to a Basket
of Three Financial Sector Stocks, due October 31, 2025 (the “notes”) are our senior unsecured debt securities. The
notes are not guaranteed or insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or
any other governmental agency of the United States, Canada or any other jurisdiction or secured by collateral. The notes are not
bail-inable debt securities (as defined on page 6 of the prospectus). The notes will rank equally with all of our other
unsecured and unsubordinated debt. Any payments due on the notes, including any repayment of principal, will be subject to the
credit risk of CIBC. The notes provide you a leveraged return, subject to a cap, if the Ending Value of the Market Measure,
which is the basket of three financial sector stocks described below (the “Basket”), is greater than the Starting Value.
If the Ending Value is less than the Starting Value, you will lose all or a portion of the principal amount of your notes. Any
payments on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance of the
Basket, subject to our credit risk. See “Terms of the Notes” below.
The Basket is comprised of the common stocks of The Goldman Sachs
Group, Inc., JPMorgan Chase & Co., and Morgan Stanley (the “Underlying Companies”). On the pricing date,
the common stock of The Goldman Sachs Group, Inc. was given an initial weight of 33.34%, and the common stock of each of
JPMorgan Chase & Co. and Morgan Stanley was given an initial weight of 33.33%.
The economic terms of the notes (including the Capped Value) are based
on our internal funding rate, which is the rate we would pay to borrow funds through the issuance of market-linked notes, and the economic
terms of certain related hedging arrangements. Our internal funding rate is typically lower than the rate we would pay when we issue conventional
fixed rate debt securities. This difference in funding rate, as well as the underwriting discount and the hedging-related charge and certain
service fee described below, reduced the economic terms of the notes to you and the initial estimated value of the notes on the pricing
date. Due to these factors, the public offering price you pay to purchase the notes is greater than the initial estimated value of the
notes.
On the cover page of this term sheet, we have provided the initial estimated value for the notes. This initial estimated
value was determined based on our pricing models, and was based on our internal funding rate on the pricing date, market conditions and
other relevant factors existing at that time, and our assumptions about market parameters. For more information about the initial estimated
value and the structuring of the notes, see “Structuring the Notes” on page TS-15.
Terms of the Notes |
Redemption Amount Determination |
Issuer: |
Canadian Imperial Bank of Commerce (“CIBC”) |
On the maturity date, you will receive a cash payment per unit determined as follows: |
Principal Amount: |
$10.00 per unit |
|
Term: |
Approximately 14 months |
Market Measure: |
An approximately equally weighted basket of three financial sector stocks comprised of the common stock of each of The Goldman Sachs Group, Inc. (NYSE symbol: “GS”), JPMorgan Chase & Co. (NYSE symbol: “JPM”), and Morgan Stanley (NYSE symbol: “MS) (each, a “Basket Stock”). |
Starting Value: |
100.00 |
Ending Value: |
The value of the Basket
on the calculation day, calculated as specified in “The Basket” on page TS-8 and “Description of
ARNs—Basket Market Measures—Ending Value of the Basket" on page PS-27 of product supplement STOCK ARN-1. The
scheduled calculation day is subject to postponement in the event of Market Disruption Events, as described on
page PS-27 of product supplement STOCK ARN-1. |
Participation Rate: |
300% |
Capped Value: |
$12.223 per unit, which represents a return of 22.23% over the principal amount. |
Calculation Day: |
October 24, 2025 |
Price Multiplier: |
1, for each Basket Stock, subject to adjustment for certain corporate events relating to the Basket Stocks described beginning on page PS-20 of product supplement STOCK ARN-1. |
Fees and Charges: |
The underwriting discount of $0.125 per unit listed on the cover page and the hedging-related charge of $0.05 per unit described in “Structuring the Notes” on page TS-15. |
Calculation Agent: |
BofA Securities, Inc. (“BofAS”). |
Accelerated Return Notes® | TS-2 |
Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due October 31, 2025 |
|
The terms and risks of the notes are contained in this term sheet and
in the following:
§ |
These documents (together, the “Note Prospectus”) have been filed as part of a registration statement with the SEC, which
may, without cost, be accessed on the SEC website as indicated above or obtained from Merrill Lynch, Pierce, Fenner & Smith
Incorporated (“MLPF&S”) or BofAS by calling 1-800-294-1322. Before you invest, you should read the Note Prospectus, including
this term sheet, for information about us and this offering. Any prior or contemporaneous oral statements and any other written materials
you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings
set forth in product supplement STOCK ARN-1. Unless otherwise indicated or unless the context requires otherwise, all references in this
document to “we,” “us,” “our,” or similar references are to CIBC. |
Investor Considerations
You may wish to consider an investment in the notes if:
| § | You anticipate that the value of the Basket will increase moderately from the Starting Value to the Ending Value. |
| § | You are willing to risk a loss of principal if the value of the Basket decreases from the Starting Value to the Ending Value. |
| § | You accept that the return on the notes will be capped. |
| § | You are willing to forgo the interest payments that are paid on conventional interest bearing debt securities. |
| § | You are willing to forgo dividends or other benefits of owning the Basket Stocks. |
| § | You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes,
if any, will be affected by various factors, including our actual and perceived creditworthiness, our internal funding rate and fees and
charges on the notes. |
| § | You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption Amount. |
The notes may not be an appropriate investment for you if:
| § | You believe that the value of the Basket will decrease from the Starting Value to the Ending Value or that it will not increase sufficiently
over the term of the notes to provide you with your desired return. |
| § | You seek principal repayment or preservation of capital. |
| § | You seek an uncapped return on your investment. |
| § | You seek interest payments or other current income on your investment. |
| § | You want to receive dividends or other distributions paid on the Basket Stocks. |
| § | You seek an investment for which there will be a liquid secondary market. |
| § | You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes. |
We urge you to consult your investment, legal, tax, accounting, and other
advisors before you invest in the notes.
Accelerated Return Notes® | TS-3 |
Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due October 31, 2025 |
|
Hypothetical Payout Profile and Examples of Payments
at Maturity
Accelerated Return Notes®
|
This graph reflects the returns on the notes, based on the Participation
Rate of 300% and the Capped Value of $12.223 per unit. The green line reflects the returns on the notes, while the dotted gray line reflects
the returns of a direct investment in the Basket Stocks, excluding dividends.
This graph has been prepared for purposes
of illustration only. |
The following table and examples are for purposes of illustration only. They are based
on hypothetical values and show hypothetical returns on the notes. They illustrate the calculation of the Redemption Amount
and total rate of return based on the Starting Value of 100.00, the Participation Rate of 300%, the Capped Value of $12.223 per unit and
a range of hypothetical Ending Values. The actual amount you receive and the resulting total rate of return will depend on the actual
Ending Value and whether you hold the notes to maturity. The following examples do not take into account any tax consequences from
investing in the notes.
For hypothetical historical values of the Basket, see “The
Basket” section below. For recent actual prices of the Basket Stocks, see “The Basket Stocks” section below. The Ending
Value will not include any income generated by dividends paid on the Basket Stocks, which you would otherwise be entitled to receive if
you invested in those stocks directly. In addition, all payments on the notes are subject to issuer credit risk.
Ending Value |
Percentage Change
from the
Starting Value to the Ending Value |
Redemption Amount
per Unit |
Total Rate of
Return on the
Notes |
0.00 |
-100.00% |
$0.000 |
-100.00% |
50.00 |
-50.00% |
$5.000 |
-50.00% |
80.00 |
-20.00% |
$8.000 |
-20.00% |
90.00 |
-10.00% |
$9.000 |
-10.00% |
94.00 |
-6.00% |
$9.400 |
-6.00% |
97.00 |
-3.00% |
$9.700 |
-3.00% |
100.00(1) |
0.00% |
$10.000 |
0.00% |
103.00 |
3.00% |
$10.900 |
9.00% |
105.00 |
5.00% |
$11.500 |
15.00% |
107.41 |
7.41% |
$12.223(2) |
22.23% |
110.00 |
10.00% |
$12.223 |
22.23% |
130.00 |
30.00% |
$12.223 |
22.23% |
150.00 |
50.00% |
$12.223 |
22.23% |
200.00 |
100.00% |
$12.223 |
22.23% |
| (1) | The Starting Value was set to 100.00 on the pricing date. |
| (2) | The Redemption Amount per unit cannot exceed the Capped Value. |
Accelerated Return Notes® | TS-4 |
Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due October 31, 2025 |
|
Redemption Amount Calculation Examples
Example 1 |
The Ending Value is 50.00, or 50.00% of the Starting Value: |
Starting Value: 100.00 |
Ending Value: 50.00 |
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= $5.000 Redemption Amount per unit |
Example 2 |
The Ending Value is 103.00, or 103.00% of the Starting Value: |
Starting Value: 100.00 |
Ending Value: 103.00 |
|
= $10.900 Redemption Amount per unit |
Example 3 |
The Ending Value is 130.00, or 130.00% of the Starting Value: |
Starting Value: 100.00 |
Ending Value: 130.00 |
|
=
$19.000, however, because the Redemption Amount for the notes cannot exceed the Capped Value, the Redemption Amount will be $12.223
per unit |
Accelerated Return Notes® | TS-5 |
Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due October 31, 2025 |
|
Risk Factors
There are important differences between the notes and a conventional
debt security. An investment in the notes involves significant risks, including those listed below. You should carefully review the more
detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page PS-6 of product
supplement STOCK ARN-1, page S-1 of the prospectus supplement, and page 1 of the prospectus identified above. We also urge you
to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
Structure-related Risks
| § | Depending on the performance of the Basket as measured shortly before the
maturity date, you may lose up to 100% of the principal amount. |
| § | Your investment return is limited to the return represented by the Capped
Value and may be less than a comparable investment directly in the Basket Stocks. |
| § | Changes in the prices of one or more of the Basket Stocks may be offset by
changes in the prices of one or more of the other Basket Stocks. |
| § | Your return on the notes may be less than the yield you could earn by owning
a conventional fixed or floating rate debt security of comparable maturity. |
| § | Payments on the notes are subject to our credit risk, and actual or perceived
changes in our creditworthiness are expected to affect the value of the notes. If we become insolvent or are unable to pay our obligations,
you may lose your entire investment. |
Valuation- and Market-related Risks
| § | Our initial estimated value of the notes is lower than the public
offering price of the notes. The public offering price of the notes exceeds our initial estimated value because costs associated
with selling and structuring the notes, as well as hedging the notes, all as further described in “Structuring the
Notes” on page TS-15, are included in the public offering price of the notes. |
| § | Our initial estimated value does not represent future values of the notes
and may differ from others’ estimates. Our initial estimated value is only an estimate, which was determined by reference to
our internal pricing models when the terms of the notes were set. This estimated value was based on market conditions and other relevant
factors existing at that time, our internal funding rate on the pricing date and our assumptions about market parameters, which can include
volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for the
notes that are greater or less than our initial estimated value. In addition, market conditions and other relevant factors in the future
may change, and any assumptions may prove to be incorrect. On future dates, the market value of the notes could change significantly based
on, among other things, changes in market conditions, including the value of the Market Measure, our creditworthiness, interest rate movements
and other relevant factors, which may impact the price at which MLPF&S, BofAS or any other party would be willing to buy notes from
you in any secondary market transactions. Our estimated value does not represent a minimum price at which MLPF&S, BofAS or any other
party would be willing to buy your notes in any secondary market (if any exists) at any time. |
| § | Our initial estimated value of the notes was not determined by reference
to credit spreads for our conventional fixed-rate debt. The internal funding rate that was used in the determination of our initial
estimated value of the notes generally represents a discount from the credit spreads for our conventional fixed-rate debt. The
discount is based on, among other things, our view of the funding value of the notes as well as the higher issuance, operational and
ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt. If we were to
have used the interest rate implied by our conventional fixed-rate debt, we would expect the economic terms of the notes to be more
favorable to you. Consequently, our use of an internal funding rate for market-linked notes had an adverse effect on the economic
terms of the notes and the initial estimated value of the notes on the pricing date, and could have an adverse effect on any
secondary market prices of the notes. |
| § | A trading market is not expected to develop for the notes. None of us, MLPF&S
or BofAS is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase
your notes at any price in any secondary market. |
Conflict-related Risks
| § | Our business, hedging and trading activities, and those of MLPF&S, BofAS
and our respective affiliates (including trading in shares of the Basket Stocks), and any hedging and trading activities we, MLPF&S,
BofAS or our respective affiliates engage in for our clients’ accounts, may affect the market value and return of the notes and
may create conflicts of interest with you. |
| § | There may be potential conflicts of interest involving the calculation agent,
which is BofAS. We have the right to appoint and remove the calculation agent. |
Market Measure-related Risks
| § | An Underlying Company will have no obligations relating to the notes, and
none of us, MLPF&S, BofAS or our respective affiliates will perform any due diligence procedures with respect to any Underlying Company
in connection with this offering. |
Accelerated Return Notes® | TS-6 |
Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due October 31, 2025 |
|
| § | As a noteholder, you will have no rights of a holder of any Basket Stock,
and you will not be entitled to receive any shares of a Basket Stock or dividends or other distributions by any Underlying Company. |
| § | While we, MLPF&S, BofAS or our respective affiliates may from time to
time own securities of the Underlying Companies, we, MLPF&S, BofAS and our respective affiliates do not control any Underlying Company,
and have not verified any disclosure made by any Underlying Company. |
| § | The Redemption Amount will not be adjusted for all corporate events that could
affect a Basket Stock. See “Description of ARNs—Anti-Dilution Adjustments” beginning on page PS-20 of product supplement
STOCK ARN-1. |
Tax-related Risks
| § | The U.S. federal income tax consequences of the notes are uncertain, and may
be adverse to a holder of the notes. See “Summary of U.S. Federal Income Tax Consequences” below and “U.S. Federal Income
Tax Summary” beginning on page PS-33 of product supplement STOCK ARN-1. For a discussion of the Canadian federal income tax
consequences of investing in the notes, see “Material Income Tax Consequences—Canadian Taxation” in the prospectus,
as supplemented by the discussion under “Summary of Canadian Federal Income Tax Considerations” herein. |
Additional Risk Factors
The Basket Stocks are concentrated in one sector. All of the Basket
Stocks are issued by companies in the financial sector. Although an investment in the notes will not give holders any ownership or other
direct interests in the Basket Stocks, the return on an investment in the notes will be subject to certain risks associated with a direct
equity investment in companies in the financial sector, including those discussed below. Accordingly, by investing in the notes, you will
not benefit from the diversification which could result from an investment linked to companies that operate in multiple sectors. In addition,
because the Basket Stocks are concentrated in one sector, they may be more susceptible to economic, market, political or regulatory occurrences
affecting their relevant industrial sector. As a result, their prices may increase or decrease at similar times and by similar magnitudes,
and they may perform similarly over the term of the notes.
Adverse conditions in the financial sector may reduce your return
on the notes. All of the Basket Stocks are issued by companies whose primary lines of business are directly associated with the financial
sector. The profitability of these companies is largely dependent on the availability and cost of capital funds, and can fluctuate significantly,
particularly when market interest rates change. Credit losses resulting from financial difficulties of these companies’ customers
can negatively impact the sector. In addition, adverse international economic, business, or political developments, including with respect
to the insurance sector, or to real estate and loans secured by real estate, could have a major effect on the value of the Basket. As
a result of these factors, the value of the notes may be subject to greater volatility and be more adversely affected by economic, political,
or regulatory events relating to the financial sector.
Economic conditions have adversely impacted the stock prices of many
companies in the financial sector, and may do so during the term of the notes. In recent years, international economic conditions
have resulted, and may continue to result, in significant losses among many companies that operate in the financial sector. These conditions
have also resulted, and may continue to result, in a high degree of volatility in the stock prices of financial institutions, and substantial
fluctuations in the profitability of these companies. Numerous financial services companies have experienced substantial decreases in
the value of their assets, taken action to raise capital (including the issuance of debt or equity securities), or even ceased operations.
Further, companies in the financial sector have been subject to unprecedented government actions and regulation, which may limit the scope
of their operations and, in turn, result in a decrease in value of these companies. Any of these factors may have an adverse impact on
the performance of the Basket. As a result, the value of the Basket may be adversely affected by economic, political, or regulatory events
affecting the financial sector or one of the sub-sectors of the financial sector. This in turn could adversely impact the market value
of the notes and decrease the Redemption Amount.
Accelerated Return Notes® | TS-7 |
Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due October 31, 2025 |
|
The Basket
The Basket is designed to allow investors to participate in the percentage
changes of the Basket from the Starting Value to the Ending Value. The Basket Stocks are described in the section entitled “The
Basket Stocks” below. Each Basket Stock was assigned an initial weight on the pricing date, as set forth in the table below.
For more information on the calculation of the value of the Basket, please
see the section entitled “Description of ARNs—Basket Market Measures” beginning on page PS-25 of product supplement
STOCK ARN-1.
On the pricing date, for each Basket Stock, the Initial Component Weight, the Closing Market Price, the Component Ratio and the initial contribution to the Basket value
were as follows:
Basket Stock |
|
Bloomberg
Symbol |
|
Initial
Component
Weight |
|
Closing
Market
Price(1) |
|
Component
Ratio(2) |
|
Initial Basket
Value
Contribution |
The Goldman Sachs Group, Inc. |
|
GS |
|
33.34% |
|
$499.02 |
|
0.06681095 |
|
33.34 |
JPMorgan Chase & Co. |
|
JPM |
|
33.33% |
|
$211.55 |
|
0.15755141 |
|
33.33 |
Morgan Stanley |
|
MS |
|
33.33% |
|
$100.64 |
|
0.33118045 |
|
33.33 |
|
|
|
|
|
|
|
|
Starting Value |
|
100.00 |
| (1) | These were the Closing Market Prices of the Basket Stocks on the pricing date. |
| (2) | Each Component Ratio equals the Initial Component Weight of the relevant Basket Stock (as a percentage) multiplied by 100, and then divided by the Closing Market Price of that Basket Stock on the pricing date and rounded to eight decimal places. |
The calculation agent will calculate the Ending Value of the Basket by
summing the products of the Closing Market Price for each Basket Stock (multiplied by its Price Multiplier) on the calculation day and
the Component Ratio applicable to that Basket Stock. The Price Multiplier for each Basket Stock will initially be 1, and is subject to
adjustment as described in product supplement STOCK ARN-1. If a Market Disruption Event occurs as to any Basket Stock on the scheduled
calculation day, the Closing Market Price of that Basket Stock will be determined as more fully described in the section entitled “Description
of ARNs–Basket Market Measures—Ending Value of the Basket” on page PS-27 of product supplement STOCK
ARN-1.
Accelerated Return Notes® | TS-8 |
Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due October 31, 2025 |
|
While actual historical information on the Basket did not exist
before the pricing date, the following graph sets forth the hypothetical historical daily performance of the Basket from January 1,
2014 through August 15, 2024. The graph is based upon actual daily historical prices of the Basket Stocks, hypothetical Component
Ratios based on the Closing Market Prices of the Basket Stocks as of December 31, 2013, and a Basket value of 100.00 as of that date.
This hypothetical historical data on the Basket is not necessarily indicative of its future performance or what the value of the notes
may be. Any hypothetical historical upward or downward trend in the value of the Basket during any period set forth below is not an indication
that the value of the Basket is more or less likely to increase or decrease at any time over the term of the notes.
Hypothetical Historical Performance of the Basket
Accelerated Return Notes® | TS-9 |
Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due October 31, 2025 |
|
The Basket Stocks
We have derived the following information about the Underlying Companies
from publicly available documents. We have not independently verified the accuracy or completeness of the following information.
Because each Basket Stock is registered under the Securities Exchange
Act of 1934, each Underlying Company is required to file periodically certain financial and other information specified by the SEC. Information
provided to or filed with the SEC by the Underlying Companies can be located through the SEC’s website at http://www.sec.gov by
reference to the applicable CIK number set forth below.
This term sheet relates only to the notes and does not relate to any
securities of the Underlying Companies. None of us, MLPF&S, BofAS or any of our respective affiliates has participated or will participate
in the preparation of the Underlying Companies’ publicly available documents. None of us, MLPF&S, BofAS or any of our respective
affiliates have made any due diligence inquiry with respect to the Underlying Companies in connection with the offering of the notes.
None of us, MLPF&S, BofAS or any of our respective affiliates makes any representation that the publicly available documents or any
other publicly available information regarding the Underlying Companies are accurate or complete. Furthermore, there can be no assurance
that all events occurring prior to the date of this term sheet, including events that would affect the accuracy or completeness of these
publicly available documents that would affect the trading price of the Basket Stocks, have been or will be publicly disclosed. Subsequent
disclosure of any events or the disclosure of or failure to disclose material future events concerning the Underlying Companies could
affect the value of the Basket Stocks and therefore could affect your return on the notes. Information from outside sources is not incorporated
by reference in, and should not be considered part of, this term sheet or any accompanying prospectus, prospectus supplement or product
supplement. The selection of the Basket Stocks is not a recommendation to buy or sell shares of the Basket Stocks.
Accelerated Return Notes® | TS-10 |
Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due October 31, 2025 |
|
The Goldman Sachs Group, Inc.
The Goldman Sachs Group, Inc. a bank holding company, is a global
investment banking and securities firm specializing in investment banking, trading and principal investments, asset management and securities
services. The company provides services to corporations, financial institutions, governments, and high-net worth individuals.
This Basket Stock trades on the New York Stock Exchange (the “NYSE”)
under the symbol “GS.” The company’s CIK number is 886982.
The following graph shows the daily historical performance of GS
on its primary exchange in the period from January 1, 2014 through August 15, 2024. We obtained this historical data from Bloomberg
L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the pricing date, the Closing Market Price of GS was $499.02. The graph below may have been adjusted to reflect certain corporate actions such as
stock splits and reverse stock splits.
Historical Performance of GS
This historical data on GS is not necessarily indicative of its
future performance or what the value of the notes may be. Any historical upward or downward trend in the price per share of GS during
any period set forth above is not an indication that the price per share of GS is more or less likely to increase or decrease at any time
over the term of the notes.
Before investing in the notes, you should consult publicly available
sources for the prices and trading pattern of GS.
Accelerated Return Notes® | TS-11 |
Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due October 31, 2025 |
|
JPMorgan Chase & Co.
JPMorgan Chase & Co. provides financial services and retail
banking. The company provides services such as investment banking, treasury and securities services, asset management, private banking,
card member services, commercial banking, and home finance. The company serves business enterprises, institutions, and individuals. This
Basket Stock trades on the NYSE under the symbol “JPM.” The company’s CIK number is 19617.
The following graph shows the daily historical performance of JPM
on its primary exchange in the period from January 1, 2014 through August 15, 2024. We obtained this historical data from Bloomberg
L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the pricing date, the Closing Market Price of JPM was $211.55. The graph below may have been adjusted to reflect certain corporate actions such as
stock splits and reverse stock splits.
Historical Performance of JPM
This historical data on JPM is not necessarily indicative of its
future performance or what the value of the notes may be. Any historical upward or downward trend in the price per share of JPM during
any period set forth above is not an indication that the price per share of JPM is more or less likely to increase or decrease at any
time over the term of the notes.
Before investing in the notes, you should consult publicly available
sources for the prices and trading pattern of JPM.
Accelerated Return Notes® | TS-12 |
Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due October 31, 2025 |
|
Morgan Stanley
Morgan Stanley is a financial services firm. The company serves corporations,
governments, financial institutions and individuals in the areas of institutional securities, wealth management and investment management.
The company also operates an asset management business. This Basket Stock trades on the NYSE under the symbol “MS.” The company’s
CIK number is 895421.
The following graph shows the daily historical performance of MS
on its primary exchange in the period from January 1, 2014 through August 15, 2024. We obtained this historical data from Bloomberg
L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the pricing date, the Closing Market Price of MS was $100.64. The graph below may have been adjusted to reflect certain corporate actions such as stock
splits and reverse stock splits.
Historical Performance of MS
This historical data on MS is not necessarily indicative of its
future performance or what the value of the notes may be. Any historical upward or downward trend in the price per share of MS during
any period set forth above is not an indication that the price per share of MS is more or less likely to increase or decrease at any time
over the term of the notes.
Before investing in the notes, you should consult publicly available
sources for the prices and trading pattern of MS.
Accelerated Return Notes® | TS-13 |
Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due October 31, 2025 |
|
Supplement to the Plan of Distribution
Under our distribution agreement with BofAS, BofAS will purchase the
notes from us as principal at the public offering price indicated on the cover of this term sheet, less the indicated underwriting discount.
MLPF&S will in turn purchase the notes from BofAS for resale, and it will receive a selling concession in connection with the sale
of the notes in an amount up to the full amount of the underwriting discount set forth on the cover of this term sheet.
We will pay a fee to a broker dealer in which an affiliate of BofAS has
an ownership interest for providing certain services with respect to this offering, which will reduce the economic terms of the notes
to you.
We will deliver the notes against payment therefor in New York, New York
on a date that is greater than one business day following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934,
trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade the notes more than one business day prior to the original issue date will be required
to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange. In the original
offering of the notes, the notes will be sold in minimum investment amounts of 100 units. If you place an order to purchase the notes,
you are consenting to MLPF&S and/or one of its affiliates acting as a principal in effecting the transaction for your account.
MLPF&S and BofAS may repurchase and resell the notes, with repurchases
and resales being made at prices related to then-prevailing market prices or at negotiated prices, and these prices will include MLPF&S’s
and BofAS’s trading commissions and mark-ups or mark-downs. MLPF&S and BofAS may act as principal or agent in these market-making
transactions; however, neither is obligated to engage in any such transactions. At their discretion, for a short, undetermined initial
period after the issuance of the notes, MLPF&S and BofAS may offer to buy the notes in the secondary market at a price that may exceed
the initial estimated value of the notes. Any price offered by MLPF&S or BofAS for the notes will be based on then-prevailing market
conditions and other considerations, including the performance of the Basket and the remaining term of the notes. However, none of us,
MLPF&S, BofAS or any of our respective affiliates is obligated to purchase your notes at any price or at any time, and we cannot assure
you that we, MLPF&S, BofAS or any of our respective affiliates will purchase your notes at a price that equals or exceeds the initial
estimated value of the notes.
The value of the notes shown on your account statement will be based
on BofAS’s estimate of the value of the notes if BofAS or another of its affiliates were to make a market in the notes, which it
is not obligated to do. That estimate will be based upon the price that BofAS may pay for the notes in light of then-prevailing market
conditions, and other considerations, as mentioned above, and will include transaction costs. At certain times, this price may be higher
than or lower than the initial estimated value of the notes.
The distribution of the Note Prospectus in connection with these offers
or sales will be solely for the purpose of providing investors with the description of the terms of the notes that was made available
to investors in connection with their initial offering. Secondary market investors should not, and will not be authorized to, rely on
the Note Prospectus for information regarding CIBC or for any purpose other than that described in the immediately preceding sentence.
Accelerated Return Notes® | TS-14 |
Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due October 31, 2025 |
|
Structuring the Notes
The notes are our debt securities, the return on which is linked to the
performance of the Basket. As is the case for all of our debt securities, including our market-linked notes, the economic terms of the
notes reflect our actual or perceived creditworthiness at the time of pricing. The internal funding rate we use in pricing the market-linked
notes is typically lower than the rate we would pay when we issue conventional fixed-rate debt securities of comparable maturity. This
difference is based on, among other things, our view of the funding value of the notes as well as the higher issuance, operational and
ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt. This generally relatively
lower internal funding rate, which is reflected in the economic terms of the notes, along with the fees and charges associated with market-linked
notes, resulted in the initial estimated value of the notes on the pricing date being less than their public offering price.
At maturity, we are required to pay the Redemption Amount to holders
of the notes, which will be calculated based on the performance of the Basket and the $10 per unit principal amount. In order to meet
these payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include
call options, put options or other derivatives) with BofAS or one of its affiliates. The terms of these hedging arrangements are determined
by seeking bids from market participants, including BofAS and its affiliates, and take into account a number of factors, including our
creditworthiness, interest rate movements, the volatility of the Basket Stocks, the tenor of the notes and the tenor of the hedging arrangements.
The economic terms of the notes and their initial estimated value depend in part on the terms of these hedging arrangements.
BofAS has advised us that the hedging arrangements will include a hedging-related
charge of approximately $0.05 per unit, reflecting an estimated profit to be credited to BofAS from these transactions. Since hedging
entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be
realized by BofAS or any third party hedge providers.
For further information, see “Risk Factors—Valuation- and
Market-related Risks” beginning on page PS-7 of product supplement STOCK ARN-1 and “Use of Proceeds” on page S-14
of prospectus supplement.
Accelerated Return Notes® | TS-15 |
Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due October 31, 2025 |
|
Summary of Canadian Federal Income Tax Considerations
In the opinion of Blake, Cassels & Graydon LLP, our Canadian
tax counsel, the following summary describes the principal Canadian federal income tax considerations under the Income Tax Act
(Canada) and the regulations thereto (the “Canadian Tax Act”) generally applicable at the date hereof to a purchaser who acquires
beneficial ownership of a note pursuant to this term sheet and who for the purposes of the Canadian Tax Act and at all relevant times:
(a) is neither resident nor deemed to be resident in Canada; (b) deals at arm’s length with CIBC and any transferee resident
(or deemed to be resident) in Canada to whom the purchaser disposes of the note; (c) does not use or hold and is not deemed to use
or hold the note in, or in the course of, carrying on a business in Canada; (d) is entitled to receive all payments (including any
interest and principal) made on the note; (e) is not a, and deals at arm’s length with any, “specified shareholder”
of CIBC for purposes of the thin capitalization rules in the Canadian Tax Act; and (f) is not an entity in respect of which
CIBC or any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of, loans or otherwise transfers the
note is a “specified entity”, and is not a “specified entity” in respect of such a transferee, in each case, for
purposes of the Hybrid Mismatch Rules, as defined below (a “Non-Resident Holder”). Special rules which apply to non-resident
insurers carrying on business in Canada and elsewhere are not discussed in this summary.
This summary assumes that no amount paid or payable to a holder described
herein will be the deduction component of a “hybrid mismatch arrangement” under which the payment arises within the meaning
of the rules in the Canadian Tax Act with respect to “hybrid mismatch arrangements” (the “Hybrid Mismatch Rules”).
Investors should note that the Hybrid Mismatch Rules are highly complex and there remains significant uncertainty as to their interpretation
and application.
This summary is supplemental to and should be read together with the
description of material Canadian federal income tax considerations relevant to a Non-Resident Holder owning notes under “Material
Income Tax Consequences—Canadian Taxation” in the accompanying prospectus and a Non-Resident Holder should carefully read
that description as well.
This summary is of a general nature only and is not intended to be,
nor should it be construed to be, legal or tax advice to any particular Non-Resident Holder. Non-Resident Holders are advised to consult
with their own tax advisors with respect to their particular circumstances.
Based on Canadian tax counsel’s understanding of the Canada Revenue
Agency’s administrative policies and having regard to the terms of the notes, interest payable on the notes should not be considered
to be “participating debt interest” as defined in the Canadian Tax Act and accordingly, a Non-Resident Holder should not be
subject to Canadian non-resident withholding tax in respect of amounts paid or credited or deemed to have been paid or credited by CIBC
on a note as, on account of or in lieu of payment of, or in satisfaction of, interest.
Non-Resident Holders should consult their own advisors regarding the
consequences to them of a disposition of the notes to a person with whom they are not dealing at arm’s length for purposes of the
Canadian Tax Act.
Summary of U.S. Federal Income Tax Consequences
The following discussion is a brief summary of the material U.S. federal
income tax considerations relating to an investment in the notes. The following summary is not complete and is both qualified and supplemented
by, or in some cases supplements, the discussion entitled “U.S. Federal Income Tax Summary” in product supplement STOCK ARN-1,
which you should carefully review prior to investing in the notes.
The U.S. federal income tax considerations of your investment in the
notes are uncertain. No statutory, judicial or administrative authority directly discusses how the notes should be treated for U.S. federal
income tax purposes. In the opinion of our tax counsel, Mayer Brown LLP, it would generally be reasonable to treat the notes as prepaid
cash-settled derivative contracts. Pursuant to the terms of the notes, you agree to treat the notes in this manner for all U.S. federal
income tax purposes. If this treatment is respected, you should generally recognize capital gain or loss upon the sale, exchange, redemption
or payment on maturity in an amount equal to the difference between the amount you receive at such time and the amount that you paid for
your notes. Such gain or loss should generally be long-term capital gain or loss if you have held your notes for more than one year. Non-U.S.
holders should consult the section entitled “U.S. Federal Income Tax Summary – Non-U.S. Holders” in product supplement
STOCK ARN-1.
The expected characterization of the notes is not binding on the U.S.
Internal Revenue Service (the “IRS”) or the courts. Thus, it is possible that the IRS would seek to characterize your notes
in a manner that results in tax consequences to you that are different from those described above or in the accompanying product supplement.
Such alternate treatments could include a requirement that a holder accrue ordinary income over the life of the notes or treat all gain
or loss at maturity as ordinary gain or loss. For a more detailed discussion of certain alternative characterizations with respect to
your notes and certain other considerations with respect to your investment in the notes, you should consider the discussion set forth
in “U.S. Federal Income Tax Summary” of the product supplement. We are not responsible for any adverse consequences that you
may experience as a result of any alternative characterization of the notes for U.S. federal income tax or other tax purposes.
With respect to the discussion in the product supplement regarding “dividend
equivalent” payments, the IRS has issued a notice that 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.
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
Accelerated Return Notes® | TS-16 |
Accelerated Return Notes®
Linked to a Basket of Three Financial Sector Stocks, due October 31, 2025 |
|
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.
Validity of the Notes
In the opinion
of Blake, Cassels & Graydon LLP, as Canadian counsel to CIBC, the issue and sale of the notes has been
duly authorized by all necessary corporate action of CIBC in conformity with the indenture, and when the notes have been duly executed,
authenticated and issued in accordance with the indenture, the notes will be validly issued and, to the extent validity of the notes
is a matter governed by the laws of the Province of Ontario or the federal laws of Canada applicable therein, will be valid obligations
of CIBC, subject to applicable bankruptcy, insolvency and other laws of general application affecting creditors’ rights, equitable
principles, and subject to limitations as to the currency in which judgments in Canada may be rendered, as prescribed by the Currency
Act (Canada). This opinion is given as of the date hereof and is limited to the laws of the Province of Ontario and the federal laws
of Canada applicable therein. In addition, this opinion is subject to customary assumptions about the Trustee’s authorization,
execution and delivery of the indenture and the genuineness of signature, and to such counsel’s reliance on CIBC and other sources
as to certain factual matters, all as stated in the opinion letter of such counsel dated June 6, 2023, which has been filed as Exhibit
5.2 to CIBC’s Registration Statement on Form F-3 filed with the SEC on June 6, 2023.
In the opinion of Mayer Brown LLP, when the notes have been duly completed
in accordance with the indenture and issued and sold as contemplated by this term sheet and the accompanying product supplement, prospectus
supplement and prospectus, the notes will constitute valid and binding obligations of CIBC, entitled to the benefits of the indenture,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors’ rights and to general equity principles. This opinion is given as of the date hereof and is limited to
the laws of the State of New York. This opinion is subject to customary assumptions about the Trustee’s authorization, execution
and delivery of the indenture and such counsel’s reliance on CIBC and other sources as to certain factual matters, all as stated
in the legal opinion dated June 6, 2023, which has been filed as Exhibit 5.1 to CIBC’s Registration Statement on Form F-3 filed
with the SEC on June 6, 2023.
Where You Can Find More Information
We have filed a registration statement (including a product supplement,
a prospectus supplement, and a prospectus) with the SEC for the offering to which this term sheet relates. Before you invest, you should
read the Note Prospectus, including this term sheet, and the other documents that we have filed with the SEC, for more complete information
about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
we, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S
or BofAS toll-free at 1-800-294-1322.
“Accelerated Return Notes®” and “ARNs®”
are registered service marks of Bank of America Corporation, the parent company of MLPF&S and BofAS.
Accelerated Return Notes® | TS-17 |
F-3
424B2
EX-FILING FEES
333-272447
0001045520
CANADIAN IMPERIAL BANK OF COMMERCE /CAN/
0001045520
2024-08-15
2024-08-15
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
|
F-3
|
CANADIAN IMPERIAL BANK OF COMMERCE /CAN/
|
The maximum aggregate offering price of the securities to which the prospectus relates is $4,975,000. The prospectus is a final prospectus for the related offering.
|
|
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