Filed Pursuant to Rule 424(b)(2)
Registration No. 333-257113
![](https://content.edgar-online.com/edgar_conv_img/2023/06/08/0001104659-23-069219_tm2317535d27_424b2img001.jpg) |
Pricing Supplement dated June 7, 2023
(To Equity Index Underlying Supplement
dated September 2, 2021, Prospectus Supplement dated September 2, 2021,
and Prospectus dated September 2, 2021)
|
Canadian Imperial Bank of Commerce Trigger Callable Yield Notes
$7,268,710 Notes Linked to the Least Performing of the S&P 500®
Index and the Russell 2000® Index due on September 12, 2024
Investment
Description |
These
Trigger Callable 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 S&P 500® Index and the Russell 2000®
Index (each, an “Underlying” and together, the “Underlyings”).
The Notes will rank equally with all of our other unsecured and unsubordinated debt obligations.
Unless the Notes have been previously called, CIBC will pay a monthly interest payment at
a fixed rate regardless of the performance of the Underlyings. CIBC has the right to call
the Notes at its election on any monthly Call Payment Date beginning on September 11, 2023,
regardless of the levels of the Underlyings at that time. If the Notes are called, CIBC will
pay you the principal amount of your Notes plus the interest payment for the applicable month,
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 Level 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 interest payment. If the Final Level
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. If the Notes
are not called by CIBC, you may lose some or all of your principal amount. You will be exposed to the market risk of each Underlying
on the Final Valuation Date and any decline in the level of one Underlying may negatively affect your return and will not be offset or
mitigated by a lesser decline or any increase in the level of any other Underlying. Generally, the higher the Interest 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 optional
issuer call. All 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. |
Features |
|
Key
Dates |
|
❑ Monthly
Interest Payments: Regardless
of the performance of the Underlyings, CIBC will pay a monthly interest payment at a fixed rate, unless the Notes have been previously
called.
❑ Issuer
Call: CIBC may, at its election, call the Notes on any Call Payment Date commencing on September 11, 2023 and pay you the
principal amount of your Notes plus the interest payment due for that applicable month. If the Notes are not called, investors will
potentially lose a portion of their principal amount at maturity.
❑ Contingent
Repayment of Principal Amount at Maturity: If the Notes have not been previously called by CIBC at its election and the Final
Level 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 interest payment. If the Final Level 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 Level 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 optional issuer call. All payments on the
Notes, including any repayment of principal, are subject to the creditworthiness of CIBC. |
|
Trade
Date |
June 7,
2023 |
|
Settlement
Date |
June 12,
2023 |
|
Interest
Payment Dates1 |
Monthly,
commencing on July 11, 2023 |
|
Call
Payment Dates1 |
Monthly,
commencing on September 11, 2023 |
|
Final
Valuation Date1 |
September 9,
2024 |
|
Maturity
Date1 |
September 12,
2024 |
|
1
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-6 AND THE MORE DETAILED ‘‘RISK FACTORS’’ BEGINNING ON PAGE S-1 OF THE
ACCOMPANYING UNDERLYING SUPPLEMENT, BEGINNING ON PAGE S-1 OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PAGE 1 OF THE ACCOMPANYING PROSPECTUS
BEFORE PURCHASING ANY 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. |
Note
Offering |
The Notes are offered
at a minimum investment of $1,000 in denominations of $10 and integral multiples of $10 in excess thereof.
|
Underlyings
(Least
Performing of) |
Interest
Rate |
Initial
Levels |
Downside
Thresholds |
CUSIP |
ISIN |
The
S&P 500® Index (“SPX”) |
9.66%
per annum |
4,267.52 |
2,560.51, which is 60.00% of its Initial Level* |
13608M878 |
US13608M8780 |
The
Russell 2000® Index (“RTY”) |
1,888.447 |
1,133.068, which is 60.00% of its Initial Level** |
|
* Rounded to two
decimal places.
** Rounded to three
decimal places.
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 $9.942 per $10.00 principal amount of the Notes, which is less than the
price to public. See “Key Risks—General Risks” beginning on page PS-8 of this pricing supplement and “The Bank’s
Estimated Value of the Notes” on page PS-16 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 S&P 500®
Index and the Russell 2000® Index |
$7,268,710.00 |
$10.00 |
$0.00 |
$0.00 |
$7,268,710.00 |
$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 page PS-16 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 2, 2021 (the “prospectus”), the prospectus
supplement dated September 2, 2021 (the “prospectus supplement”) and the Equity Index Underlying Supplement dated September
2, 2021 (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 “Index” in the underlying supplement will be references to “Underlying.”
You
may access the underlying supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such
address has changed, by reviewing our filing for the relevant date on the SEC website):
| ¨ | Underlying
supplement dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112442/tm2123981d23_424b5.htm
| ¨ | Prospectus
supplement dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112440/tm2123981d29_424b5.htm
| ¨ | Prospectus
dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112558/tm2123981d24_424b3.htm
|
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 Level of each Underlying will be 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 level of one Underlying
will not be offset or mitigated by a lesser decline or any increase in the level of any other Underlying.
¨ You
understand and accept that you will not participate in any appreciation in the level of any Underlying, and your potential return
is limited to the interest payments.
¨ You
are willing to invest in the Notes based on the Downside Thresholds and the Interest Rate indicated on the cover hereof.
¨ You
are willing to hold the Notes that may be called early at the election of CIBC regardless of the performance of the Underlyings,
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 the stocks included in 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 level of at least one Underlying will decline during the term of the Notes and is likely to close 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 level of one Underlying will not be offset or mitigated by a lesser decline or any increase in the level of any other Underlying.
¨ You
seek an investment that participates in the appreciation in the level of any Underlying or that has unlimited return potential.
¨ You
are unwilling to invest in the Notes based on the Downside Thresholds or the Interest Rate indicated on the cover hereof.
¨ You
are unable or unwilling to hold the Notes that will be called early at the election of CIBC regardless of the performance of the
Underlyings, 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 the stocks included in 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 all 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 “Index Descriptions—The S&P U.S. Indices” beginning
on page S-45 and “—The Russell Indices” beginning on page S-31 of the accompanying underlying supplement.
You should also review carefully the “Key Risks” herein and the more detailed “Risk Factors” beginning on page S-1
of the underlying supplement and beginning on page S-1 of the accompanying prospectus supplement.
Final
Terms |
Issuer: |
Canadian
Imperial Bank of Commerce |
Principal
Amount: |
$10
per Note (subject to a minimum investment of $1,000). |
Term: |
15
months, unless earlier called. |
Trade
Date: |
June 7,
2023 |
Settlement
Date: |
June 12,
2023 |
Final
Valuation Date1: |
September 9,
2024 |
Maturity
Date1: |
September 12,
2024 |
Reference
Asset: |
The
least performing of the S&P 500® Index (Ticker: “SPX”) and the Russell 2000® Index
(Ticker: “RTY”) (each, an “Underlying” and together, the “Underlyings”) |
Issuer
Call: |
The Notes may be called by CIBC at its election on any monthly Call
Payment Date beginning on September 11, 2023 regardless of the performance of any Underlying, upon prior notice to DTC through
the trustee at least 3 Business Days and no more than 20 Business Days before the applicable Call Payment Date. CIBC will have no
independent obligation to notify you directly.
If the Notes are called, CIBC will pay you on the applicable Interest
Payment Date (which will also be the “Call Payment Date”) a cash payment per Note equal to your principal amount plus
the interest payment due on that date. No further amounts will be owed to you under the Notes. |
Interest
Rate: |
9.66% per annum (or 0.805% per month) |
Interest Payment Dates and Call
Payment Dates: |
|
Interest Payment
Dates |
|
|
|
July
11, 2023 |
|
|
|
August
9, 2023 |
|
|
|
September
11, 2023* |
|
|
|
October
12, 2023* |
|
|
|
November
9, 2023* |
|
|
|
December
11, 2023* |
|
|
|
January
10, 2024* |
|
|
|
February
9, 2024* |
|
|
|
March
11, 2024* |
|
|
|
April
10, 2024* |
|
|
|
May
9, 2024* |
|
|
|
June
11, 2024* |
|
|
|
July
10, 2024*
August 9, 2024* |
|
|
|
September
12, 2024 |
|
|
*These Interest Payment Dates are also
Call Payment Dates. |
Payment at Maturity (per $10 Note):
|
If the Notes have not previously been called by CIBC at its election,
for each $10 principal amount of the Notes, in addition to the final interest payment, you will receive a cash payment on the Maturity
Date calculated as follows:
If the Final Level of the Least Performing Underlying is equal
to or greater than its Downside Threshold:
$10
If the Final Level of the Least Performing Underlying is less
than its Downside Threshold:
$10 × (1 + Underlying Return of the Least Performing Underlying).
In this case, you will have a loss of principal that is proportionate
to the decline in the Final Level of the Least Performing Underlying as compared to its Initial Level, and you will lose some or
all of your principal amount. Even with all interest payments, 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 Level - Initial Level |
Initial
Level |
Downside
Threshold: |
For each Underlying,
60.00% of its Initial Level, as indicated on the cover hereof. |
Initial
Level: |
For each Underlying,
its Closing Level on the Trade Date, as indicated on the cover hereof. |
Final Level: |
For each Underlying,
its Closing Level on the Final Valuation Date. |
Calculation
Agent: |
Canadian Imperial
Bank of Commerce |
1 The Final Valuation Date and the Maturity Date are subject to postponement in the event of a Market Disruption Event or non-trading day, as described under "Certain Terms of the Notes-Valuation Dates-For Notes Where the Reference Asset Consists of Multiple Indices" and "-Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date" in the accompanying underlying supplement.
![](https://content.edgar-online.com/edgar_conv_img/2023/06/08/0001104659-23-069219_tm2317535d27_424b2img002.jpg) |
|
The
Initial Level of each Underlying was observed and the terms of the Notes were determined.
|
Regardless of the performance
of the Underlyings, CIBC will pay you an interest payment on the applicable Interest Payment Date.
CIBC may, at its election, call the
Notes prior to maturity on any monthly Call Payment Date beginning on September 11, 2023 regardless of the performance of the Underlyings.
If the Notes are called, CIBC will pay you a cash payment per Note equal to $10.00 plus the interest payment due on that date.
|
The Final Level and the Underlying
Return of each Underlying are determined on the Final Valuation Date.
If the Notes have not been
called by CIBC at its election, in addition to the final interest payment:
If the Final Level 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.
If the Final Level 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 the
Final Valuation Date and any decline in the level of one Underlying may negatively affect your return and will not be offset or mitigated
by a lesser decline or any increase in the level of any other Underlying. Generally, the higher the Interest 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
by CIBC at its election, CIBC will only pay you the principal amount of your Notes in cash
at maturity if the Final Level of the Least Performing Underlying is greater than or equal
to its Downside Threshold. If the Notes are not called by CIBC at its election and the Final
Level 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
Level of the Least Performing Underlying from its Initial Level. You may lose some or all
of your principal amount at maturity. |
| |
¨ | The
Contingent Repayment of Principal Applies Only Upon an Optional Issuer Call or at Maturity
— You should be willing to hold your Notes to an optional issuer call or maturity.
If you are able to sell your Notes prior to an optional issuer call or maturity in the secondary
market, you may have to sell them at a loss relative to your investment even if the level
of each Underlying at that time is above its Downside Threshold. |
| |
¨ | 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 level of any Underlying
will rise or fall. There can be no assurance that the Final Level of the Least Performing
Underlying will be equal to or greater than its Downside Threshold. The level of an Underlying
will be influenced by complex and interrelated political, economic, financial and other factors
that affect issuers of the securities included in that Underlying. You should be willing
to accept the risk of losing a significant portion or all of your initial investment. |
| |
¨ | Your
Potential Return on the Notes Is Limited to All Interest Payments and You Will Not Participate
in Any Appreciation of Any Underlying Or Underlying Constituents — The return potential
of the Notes is limited to the Interest Rate regardless of any appreciation of any Underlying.
Further, the return potential of the Notes is limited by the issuer call feature in that
you will not receive any further payments after the Notes are called. It is more likely that
we will call the Notes prior to maturity to the extent that the Interest Rate is higher than
the yield payable on our conventional debt securities with a similar maturity. Your Notes
could be called as early as September 11, 2023, and your return could be minimal. If the
Notes are not called, you may be exposed to the decline in the level of the Least Performing
Underlying even though you cannot participate in any potential appreciation in the level
of any Underlying. 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 optional issuer 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 approximately 3 months after issuance. |
| |
¨ | Because
the Notes Are Linked to the Performance of More Than One Underlying, There Is a Greater Risk
of You Sustaining a Significant Loss on Your Investment — The risk that you will
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 Level
of at least one Underlying will be less than its Downside Threshold on the Final Valuation
Date. Therefore, it is more likely that you will suffer a significant loss on your investment
at maturity. |
| |
In
addition, movements in the levels 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 levels 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 level of one Underlying increases, the level 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 Downside Threshold on the Final Valuation Date.
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 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 Downside Threshold on the Final Valuation Date, as the Underlyings
may decrease in value together.
CIBC
determined the Interest 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 were set. As discussed above, increased risk resulting from lower correlation will be reflected in
a higher Interest 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 levels 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
Interest Rates 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 level 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 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 Interest Rate 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 Interest Rate) 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 Interest Rate 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 level of an Underlying
for your Notes could fall sharply, which could result in a significant loss of principal.
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
¨ | The
Notes Are Subject to Small-Capitalization Risk — The RTY tracks companies that
may be considered small-capitalization companies. These companies often have greater stock
price volatility, lower trading volume and less liquidity than large-capitalization companies
and therefore, the relevant index level may be more volatile than an investment in stocks
issued by larger companies. Stock prices of small-capitalization companies may also be more
vulnerable than those of larger companies to adverse business and economic developments,
and the stocks of small-capitalization companies may be thinly traded, making it difficult
for the RTY to track them. In addition, small-capitalization companies are often less stable
financially than large-capitalization companies and may depend on a small number of key personnel,
making them more vulnerable to loss of personnel. Small-capitalization companies are often
subject to less analyst coverage and may be in early, and less predictable, periods of their
corporate existences. These companies tend to have smaller revenues, less diverse product
lines, smaller shares of their product or service markets, fewer financial resources and
competitive strengths than large-capitalization companies, and are more susceptible to adverse
developments related to their products. All these factors may adversely affect the level
of the RTY and consequently, the return on the Notes. |
| |
¨ | Owning
the Notes Is Not the Same as Owning the Stocks Included in an Underlying — The
return on your Notes may not reflect the return you would realize if you actually owned the
stocks included in 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 the
stocks included in any Underlying would have. Furthermore, an Underlying and the stocks included
in an Underlying may appreciate substantially during the term of your Notes, and you will
not participate in such appreciation. |
| |
¨ | Changes
Affecting an Underlying May Adversely Affect the Level of that Underlying — The
policies of an Underlying’s sponsor concerning additions, deletions and substitutions
of the stocks included in that Underlying and the manner in which the Underlying’s
sponsor takes account of certain changes affecting those stocks included in that Underlying
may adversely affect the level of that Underlying. The policies of an Underlying’s
sponsor with respect to the calculation of that Underlying could also adversely affect the
level of that Underlying. An Underlying’s sponsor may discontinue or suspend calculation
or dissemination of that Underlying. Any such actions could have an adverse effect on the
level of an Underlying and consequently, the value of 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 included in 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 level of an Underlying, and therefore,
the market value of the Notes. These trading and other business activities, if they affect
the level 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 were 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 level 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 Level of that Underlying if the scheduled Final Valuation
Date is postponed to the last possible day with respect to an Underlying. See “Certain
Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset Consists
of Multiple Indices” 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 Is Lower Than the Initial Issue Price (Price
to Public) of the Notes — The initial issue price of the Notes exceeds 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 page PS-16 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 was determined by reference to the Bank’s 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, 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 levels 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 page PS-16
of this pricing supplement. |
| |
¨ | The
Bank’s Initial Estimated Value of the Notes Was Not Determined by Reference to Credit
Spreads for Our Conventional Fixed-Rate Debt — The internal funding rate used in
the determination of the Bank’s initial estimated value of the 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 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 Trade Date, and could have an adverse effect on any secondary market prices of the Notes. See “The
Bank’s Estimated Value of the Notes” on page PS-16 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 levels of the Underlyings; the volatility of the Underlyings; the dividend rate paid
on stocks included in 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 optional issuer call. This may affect the price you receive upon such sale. Consequently, you should be willing
to hold the Notes to maturity or optional issuer 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 level of any Underlying relative to its Initial Level. The hypothetical terms used below are
not the actual terms. The actual terms are indicated on the cover of this pricing supplement. We cannot predict the Final Level or
the Closing Level of any Underlying on the Final Valuation 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 optional issuer call per $10.00 Note
on a hypothetical offering of the Notes, based on the following terms:
Investment
Term: | |
15
months (unless earlier called) |
Hypothetical
Initial Levels: | |
1,000
for each Underlying |
Interest
Rate: | |
9.66%
per annum (or 0.805% per month) |
Interest: | |
$0.0805
per month |
Call
Payment Dates: | |
Monthly,
commencing on September 11, 2023 |
Hypothetical
Downside Thresholds: | |
600.00
for each Underlying (60.00% of its hypothetical Initial Level) |
Example 1 — Notes Are Called on the First Call Payment Date,
Which Corresponds to the Third Interest Payment Date
Date |
Closing
Level |
Payment
(per Note) |
First
and Second Interest Payment Dates |
Any
|
$0.0805
x 2 = $0.161 (Interest) |
Third
Interest Payment Date (and First Call Payment Date) |
Any
|
$10.0805
(Settlement Amount) |
|
Total
Payment: $10.2415 (2.415% return) |
Since the
Issuer elects to call the Notes on the first Call Payment Date (which is the third Interest Payment Date), CIBC will pay you on the Call
Payment Date a total of $10.0805 per Note, reflecting your principal amount plus the applicable interest payment. When added to the interest
payments of $0.161 received in respect of the previous Interest Payment Dates, CIBC will have paid you a total of $10.2415 per Note,
for a 2.415% 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 Level of Each Underlying Is at or Above Its Downside Threshold
Date |
Closing
Level |
Payment
(per Note) |
First
through Fourteenth Interest Payment Dates |
Any |
Issuer
does NOT elect to call the Notes on any Call Payment Date.
$0.0805
x 14 = $1.127 (Interest)
|
Final
Valuation Date |
SPX:
850 (at or above Downside Threshold,
below
Initial Level)
RTY:
1,100 (at or above Downside Threshold
and
Initial Level) |
$10.0805
(Payment at Maturity) |
|
Total
Payment: $11.2075 (12.075% return) |
Since the
Issuer does not elect to call the Notes prior to maturity and the Final Level of the Least Performing Underlying is at or above its Downside
Threshold, CIBC will pay you at maturity a total of $10.0805 per Note, reflecting your principal amount plus the applicable interest
payment. When added to the interest payments of $1.127 received in respect of the Interest Payment Dates prior to the Final Valuation
Date, CIBC will have paid you a total of $11.2075 per Note, for a 12.075% total return on the Notes.
Example 3 — Notes Are NOT Called and the Final Level of the
Least Performing Underlying Is Below Its Downside Threshold
Date |
Closing
Level |
Payment
(per Note) |
First
through Fourteenth Interest Payment Dates |
Any |
Issuer
does NOT elect to call the Notes on any Call Payment Date.
$0.0805
x 14 = $1.127 (Interest)
|
Final
Valuation Date |
SPX:
400 (below Downside Threshold and Initial Level)
RTY:
1,100 (at or above Downside Threshold and Initial Level) |
$10.00
× (1 + Underlying Return of the Least Performing Underlying) + Final Interest Payment
=$10.00
× (1 + -60%) + $0.0805
=$10.00
- $6.00 + $0.0805
=$4.0805
(Payment at Maturity) |
|
Total
Payment: $5.2075 (-47.925% return) |
Since the Issuer does not elect to call the Notes prior to maturity
and the Final Level of the Least Performing Underlying is below its Downside Threshold, CIBC will pay you at maturity $4.0805 per Note.
When added to the interest payments of $1.127 received in respect of the Interest Payment Dates prior to the Final Valuation Date, CIBC
will have paid you $5.2075 per Note, for a -47.925% total return on the Notes.
Information
About the Underlyings |
The
S&P 500® Index
The S&P
500® Index (Bloomberg ticker: “SPX <Index>”) is calculated, maintained and published by S&P Dow
Jones Indices LLC. The SPX includes 500 leading companies and covers approximately 80% of market capitalization of the U.S. equity markets.
See “Index Descriptions—The S&P U.S. Indices” beginning on page S-45 of the accompanying underlying supplement
for additional information about the SPX.
In addition,
information about the SPX may be obtained from other sources including, but not limited to, the index sponsor’s website (including
information regarding the SPX’s sector weightings). We are not incorporating by reference into this pricing supplement the website
or any material it includes. None of us, UBS or any of our respective affiliates makes any representation that such publicly available
information regarding the SPX is accurate or complete.
Historical
Performance of the SPX
The
graph below illustrates the performance of the SPX from January 1, 2018 to June 7, 2023, based on the daily Closing Levels as reported
by Bloomberg L.P. (“Bloomberg”), without independent verification. We have not conducted any independent review or due diligence
of the publicly available information from Bloomberg. On June 7, 2023, the Closing Level of the SPX was 4,267.52, which is its Initial
Level. The green line indicates its Downside Threshold of 2,560.51, which is equal to 60.00% of its Initial Level. The historical performance
of the SPX should not be taken as an indication of its future performance, and no assurances can be given as to the level of the SPX
at any time during the term of the Notes, including the Final Valuation Date. We cannot give you assurance that the performance of the
SPX will result in the return of any of your investment.
Historical
Performance of the S&P 500® Index
![](https://content.edgar-online.com/edgar_conv_img/2023/06/08/0001104659-23-069219_tm2317535d27_424b2img003.jpg)
Source: Bloomberg
The
Russell 2000® Index
The Russell
2000® Index (Bloomberg ticker: “RTY <Index>”) is calculated, maintained and published by FTSE Russell.
The RTY is designed to track the performance of the small capitalization segment of the U.S. equity market. The RTY is a subset of the
Russell 3000® Index and represents approximately 10% of the total market capitalization of that index. The RTY includes
approximately 2,000 of the smallest securities in the U.S. equity market. See “Index Descriptions—The Russell Indices”
beginning on page S-31 of the accompanying underlying supplement for additional information about the RTY.
In addition,
information about the RTY may be obtained from other sources including, but not limited to, the index sponsor’s website (including
information regarding the RTY’s sector weightings). We are not incorporating by reference into this pricing supplement the website
or any material it includes. None of us, UBS or any of our respective affiliates makes any representation that such publicly available
information regarding the RTY is accurate or complete.
Historical
Performance of the RTY
The
graph below illustrates the performance of the RTY from January 1, 2018 to June 7, 2023, based on the daily Closing Levels 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 June 7, 2023, the Closing Level of the RTY was 1,888.447, which is its Initial Level. The green line indicates
its Downside Threshold of 1,133.068, which is equal to 60.00% of its Initial Level. The historical performance of the RTY should not
be taken as an indication of its future performance, and no assurances can be given as to the level of the RTY at any time during the
term of the Notes, including the Final Valuation Date. We cannot give you assurance that the performance of the RTY will result in the
return of any of your investment.
Historical
Performance of the Russell 2000® Index
![](https://content.edgar-online.com/edgar_conv_img/2023/06/08/0001104659-23-069219_tm2317535d27_424b2img004.jpg)
Source: Bloomberg
Correlation
of the Underlyings |
The graph
below illustrates the daily performance of the Underlyings from January 1, 2018 through June 7, 2023. For comparison purposes, each Underlying
has been normalized to have a Closing Level of 100.00 on January 1, 2018 by dividing the Closing Level of that Underlying on each Trading
Day by the Closing Level of that Underlying on January 1, 2018 and multiplying by 100.00. We obtained the Closing Levels used to determine
the normalized Closing Levels 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 Final Level of one of those Underlyings to be less than its Downside Threshold on the
Final Valuation Date. 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 Final Level of one
or more of the Underlyings might be less than its Downside Threshold on the Final Valuation Date, 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 were calculated using CIBC’ internal models at the time when the terms of the Notes
were set and were not derived from the daily returns of the Underlyings over the period set forth below. A higher Interest 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 You Sustaining a Significant Loss on Your Investment,” “— Your Return Will Be Based on the Individual
Return of Each Underlying,” and “— Higher Interest Rates 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 S&P 500® Index and the Russell 2000® Index
![](https://content.edgar-online.com/edgar_conv_img/2023/06/08/0001104659-23-069219_tm2317535d27_424b2img005.jpg)
Source: Bloomberg
United
States Federal Income Tax Considerations |
The following
discussion is a brief summary of the material U.S. federal income tax considerations relating to an investment in the Notes. The following
summary is not complete and is both qualified and supplemented by (although to the extent inconsistent supersedes) the discussion entitled
“Material U.S. Federal Income Tax Consequences” in the underlying supplement, which you should carefully review prior to
investing in the Notes. Except with respect to the section below under “Non-U.S. Holders,” it applies only to those U.S.
Holders who are not excluded from the discussion of United States Taxation in the accompanying prospectus.
The U.S.
federal income tax considerations of your investment in the Notes are uncertain. No statutory, judicial or administrative authority directly
discusses how the Notes should be treated for U.S. federal income tax purposes. Under one approach (which is different than the approach
discussed in the underlying supplement), each Note should be treated as an investment unit consisting of a put option written by you
(the “Put Option”) and a non-contingent debt instrument issued by us to you (the “Debt Portion”). In the opinion
of our tax counsel, Mayer Brown LLP, it would generally be reasonable to treat a Note as consisting of the Debt Portion and the Put Option
for all U.S. federal income tax purposes. 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 include the portion of the stated interest payments on the Note
that is treated as interest in income in accordance with your regular method of accounting for interest for U.S. federal income tax purposes.
The portion of the stated interest payments that are treated as payments on the Put Option (the “Put Premium”) should not
generally be taxable to you upon its receipt. For purposes of dividing the Interest Rate of 9.66% on the Notes among interest on the
Debt Portion and Put Premium, 5.63% constitutes interest on the Debt Portion and 4.03% constitutes Put Premium.
If you were
to receive a cash payment of the full principal amount of the Notes upon the redemption or maturity of the Notes, such payment would
likely be treated as (i) payment in full of the principal amount of the Debt Portion (which would not result in the recognition of gain
or loss if you are an initial purchaser of the Notes) and (ii) the lapse of the Put Option which would likely result in your recognition
of short-term capital gain in an amount equal to the amount paid to you for the Put Option and deferred as described above. If you were
to receive a cash payment upon the redemption or maturity of the Notes (excluding cash received as a coupon) of less than the full principal
amount of the Notes, such payment would likely be treated as (i) payment in full of the principal amount of the Debt Portion (which would
not result in the recognition of gain or loss if you are an initial purchaser of the Notes) and (ii) the cash settlement of the Put Option
pursuant to which you paid to us an amount equal to the excess of the principal amount of the Notes over the amount that you received
upon the maturity of the Notes (excluding cash received as a coupon) in order to settle the Put Option. If the aggregate amount paid
to you for the Put Option and deferred as described above is greater than the amount you are deemed to have paid to us to settle the
Put Option, you will likely recognize short-term capital gain in an amount that is equal to such excess. Conversely, if the amount paid
to you for the Put Option and deferred as described above is less than the amount you are deemed to have paid to us to settle the Put
Option, you will likely recognize short-term capital loss in an amount that is equal to such difference.
Upon a sale,
or other taxable disposition of a Note for cash, you should allocate the cash received between the Debt Portion and the Put Option on
the basis of their respective values on the date of sale. You should generally recognize gain or loss with respect to the Debt Portion
in an amount equal to the difference between the amount of the sales proceeds allocable to the Debt Portion (less accrued and unpaid
“qualified stated interest” or accrued acquisition discount that you have not included in income, which will be treated as
ordinary interest income) and your adjusted tax basis in the Debt Portion (which will generally equal the initial purchase price of the
Notes increased by any accrued acquisition discount or original issue discount previously included in income on the Debt Portion and
decreased by the amount of any payment (other than an interest payment that is treated as qualified stated interest) received on the
Debt Portion). Such gain or loss should be capital gain or loss and should be long-term capital gain or loss if you have held the Debt
Portion for more than one year at the time of such disposition. The ability to use capital losses to offset ordinary income is limited.
If the Put Option has a positive value on the date of a sale of a Note, you should recognize short-term capital gain equal to the portion
of the sale proceeds allocable to the Put Option plus any previously received Put Premium. If the Put Option has a negative value on
the date of sale, you should be treated as having paid the buyer an amount equal to the negative value in order to assume your rights
and obligations under the Put Option. In such a case, you should recognize a short-term capital gain or loss in an amount equal to the
difference between the total Put Premium previously received and the amount of the payment deemed made by you with respect to the assumption
of the Put Option. The amount of the deemed payment will be added to the sales price allocated to the Debt Portion in determining the
gain or loss in respect of the Debt Portion. The ability to use capital losses to offset ordinary income is limited.
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 the manner described in the accompanying underlying supplement, or 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, 2025. 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.
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 is a “specified entity” for purposes of
the Hybrid Mismatch Proposals, as defined below (a “Non-Resident Holder”). For these purposes, a “specified shareholder”
generally includes a person who (either alone or together with persons with whom that person is not dealing at arm’s length
for the purposes of the Canadian Tax Act) owns or has the right to acquire or control or is otherwise deemed to own 25% or more of
the Issuer’s shares determined on a votes or fair market value basis, and an entity in respect of which the Issuer is a ”specified
entity” generally includes (i) an entity that is a specified shareholder of the Issuer (as defined above), (ii) an entity in
which the Issuer (either alone or together with entities with whom the Issuer is not dealing at arm’s length for purposes of
the Canadian Tax Act) owns or has the right to acquire or control or is otherwise deemed to own a 25% or greater equity interest,
and (iii) an entity in which an entity described in (i) (either alone or together with entities with whom such entity is not dealing
at arm’s length for purposes of the Canadian Tax Act) owns or has the right to acquire or control or is otherwise deemed to
own a 25% or greater equity interest. Special rules which apply to non-resident insurers carrying on business in Canada and elsewhere
are not discussed in this summary.
For greater
certainty, this summary takes into account all specific proposals to amend the Canadian Tax Act publicly announced by or on behalf
of the Minister of Finance (Canada) prior to the date hereof, including the proposals released on April 29, 2022 with respect to
“hybrid mismatch arrangements” (the “Hybrid Mismatch Proposals”). 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 proposed paragraph 18.4(3)(b) of the Canadian Tax Act contained in the Hybrid Mismatch Proposals.
Investors should note that the Hybrid Mismatch Proposals are in consultation form, are highly complex, and there remains significant
uncertainty as to their interpretation and application. There can be no assurance that the Hybrid Mismatch Proposals will be enacted
in their current form, or at all.
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.
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 has agreed to sell to the Agent, and the Agent has agreed 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.
We
will deliver the Notes against payment therefor in New York, New York on a date that is more than two business days following the Trade
Date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two
business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on
any date prior to two business days before delivery will be required to specify alternative settlement arrangements to prevent a failed
settlement.
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.
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 Was Not Determined by Reference to Credit Spreads for Our Conventional Fixed-Rate Debt”
in this pricing supplement. The value of the derivative or derivatives underlying the economic terms of the 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 was determined when the terms of the Notes were set based on market
conditions and other relevant factors and assumptions existing at that time. See “Key Risks—The Bank’s Initial Estimated
Value Does Not Represent Future Values of the Notes and May Differ From Others’ Estimates” in this pricing supplement.
The Bank’s
initial estimated value of the Notes is 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 Is Lower Than the Initial Issue Price (Price to Public) of the Notes” in this
pricing supplement.
In
the opinion of Blake, Cassels & Graydon LLP, as Canadian counsel to the Bank, the issue and sale of the Notes has been duly authorized
by all necessary corporate action of the Bank 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 the Bank, subject
to applicable bankruptcy, insolvency and other laws of general application affecting creditors’ rights, equitable principles, and
subject to limitations as to the currency in which judgments in Canada may be rendered, as prescribed by the Currency Act (Canada). This
opinion is given as of the date hereof and is limited to the laws of the Province of Ontario and the federal laws of Canada applicable
therein. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery
of the indenture and the genuineness of signature, and to such counsel’s reliance on the Bank and other sources as to certain factual
matters, all as stated in the opinion letter of such counsel dated June 15, 2021, which has been filed as Exhibit 5.2 to the Bank’s
Registration Statement on Form F-3 filed with the SEC on June 15, 2021.
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 pricing supplement and the accompanying underlying supplement, prospectus supplement and prospectus, the Notes will constitute
valid and binding obligations of the Bank, entitled to the benefits of the indenture, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles. This opinion is given as of the date hereof and is limited to the laws of the State of New York. This opinion is subject
to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and such counsel’s reliance
on the Bank and other sources as to certain factual matters, all as stated in the legal opinion dated June 15, 2021, which has been filed
as Exhibit 5.1 to the Bank’s Registration Statement on Form F-3 filed with the SEC on June 15, 2021.
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