| |
|
Filed
Pursuant to Rule 424(b)(2)
Registration Statement No. 333-257113
(To Prospectus dated September 2, 2021,
Prospectus Supplement dated September 2, 2021 and
Product Supplement STOCK ACCN-1 dated December 16, 2021) |
580,813
Units
$10 principal amount per unit
CUSIP No. 13607Y519
|
Pricing Date
Settlement Date
Maturity Date |
June
15, 2023
June 23, 2023
December 30, 2024 |
|
| |
|
|
|
Autocallable
Contingent Coupon (with Memory) Notes Linked to the Common Stock of Amazon.com, Inc.
§ Contingent
Coupon Payments (with Memory) payable on the applicable Coupon Payment Date if the Observation Value of the Underlying Stock on the applicable
quarterly Coupon Observation Date is greater than or equal to 90% of the Starting Value.
§ The
Contingent Coupon Payment (with Memory) payable on any Coupon Payment Date will be calculated according to the following formula: (i)
the product of the Contingent Coupon Payment (with Memory) applicable to a single Coupon Payment Date times the number
of Coupon Payment Dates that have occurred up to the relevant Coupon Payment Date (inclusive of the relevant Coupon Payment Date) minus
(ii) the sum of all Contingent Coupon Payments (with Memory) previously paid. The Contingent Coupon Payment (with Memory)
applicable to a single Coupon Payment Date is $0.36525 per unit.
§ Automatically
callable if the Observation Value of the Underlying Stock on any quarterly Call Observation Date beginning approximately six months after
the pricing date, is at or above the Starting Value. If the notes are called, you will receive the principal amount of your notes plus
the Contingent Coupon Payment (with Memory) otherwise due on the applicable Call Settlement Date.
§ If
not called on any of the Call Observation Dates, a maturity of approximately 18 months.
§ If
not called, at maturity, 1-to-1 downside exposure to decreases in the Underlying Stock beyond a 10% decline, with up to 90% of the principal
amount at risk.
§ All
payments are subject to the credit risk of Canadian Imperial Bank of Commerce
§ 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 |
| |
|
|
|
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” beginning on page TS-6 of this term sheet and beginning on page PS-7 of product supplement
STOCK ACCN-1.
The initial estimated value of the notes as of the pricing date
is $9.808 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-9
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 |
$ 10.000 |
$ 5,808,130.00 |
| Underwriting discount |
$ 0.125 |
$ 72,601.62 |
| Proceeds, before expenses, to CIBC |
$ 9.875 |
$ 5,735,528.38 |
The notes:
| Are Not FDIC Insured |
Are Not Bank Guaranteed |
May Lose Value |
BofA Securities
June 15, 2023
Autocallable
Contingent Coupon (with Memory) Notes
Linked to the Common Stock of Amazon.com, Inc.,
due December 30, 2024 |
|
Summary
The Autocallable Contingent Coupon (with Memory) Notes Linked to the
Common Stock of Amazon.com, Inc., due December 30, 2024 (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
will pay a Contingent Coupon Payment (with Memory) on the applicable Coupon Payment Date if the Observation Value of the Market Measure,
which is the common stock of Amazon.com, Inc. (the “Underlying Stock”), on the applicable quarterly Coupon Observation
Date is greater than or equal to the Coupon Value. The notes will be automatically called at the Call Amount if the Observation Value
of the Market Measure on any Call Observation Date is equal to or greater than its Call Value. You will not receive any notice from us
if the notes are automatically called. If your notes are not called, at maturity, if the Ending Value of the Market Measure is greater
than or equal to the Threshold Value, you will receive the principal amount plus the final Contingent Coupon Payment (with Memory); otherwise,
you are subject to 1-to-1 downside exposure to decreases in the Market Measure beyond a 10% decline, with up to 90% of the principal
amount at risk. All payments on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance
of the Underlying Stock, subject to our credit risk. See “Terms of the Notes” below.
The economic terms of the notes (including the Contingent Coupon Payment
(with Memory)) 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 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-9.
| Terms of the Notes |
| Issuer: |
Canadian Imperial Bank of Commerce (“CIBC”) |
| Principal Amount: |
$10.00 per unit |
| Term: |
Approximately 18 months, if not called |
| Market Measure: |
The common stock of Amazon.com, Inc. (the “Underlying Company”) (Nasdaq symbol: “AMZN”). |
| Coupon Feature: |
Contingent Coupon Payments (with Memory) |
| Coupon Value: |
113.81 (90% of the Starting
Value, rounded to two decimal places) |
| Threshold Value: |
113.81 (90% of the Starting
Value, rounded to two decimal places) |
| Call Value: |
126.46 (100% of the Starting
Value) |
| Contingent Coupon Payments (with Memory): |
The notes will pay a Contingent
Coupon Payment (with Memory) on the applicable Coupon Payment Date if the Observation Value of the Market Measure on the applicable quarterly
Coupon Observation Date is greater than or equal to the Coupon Value. The Contingent Coupon Payment (with Memory) payable on any Coupon
Payment Date will be calculated according to the following formula: (i) the product of the Contingent Coupon Payment (with Memory)
applicable to a single Coupon Payment Date times the number of Coupon Payment Dates that have occurred up to the relevant Coupon
Payment Date (inclusive of the relevant Coupon Payment Date) minus (ii) the sum of all Contingent Coupon Payments (with
Memory) previously paid. The Contingent Coupon Payment (with Memory) applicable to a single Coupon Payment Date is $0.36525 per unit. |
| Call Amount: |
The principal amount plus the Contingent Coupon Payment (with Memory) otherwise due on the applicable Call Settlement Date. |
| Starting Value: |
126.46, which was the Volume Weighted Average Price on the pricing
date. |
| Ending Value: |
The Closing Market Price of the Underlying Stock on the calculation day multiplied by the Price Multiplier on that day. The scheduled calculation day is subject to postponement in the event of Market Disruption Events or non-trading day, as described beginning on page PS-21 of product supplement STOCK ACCN-1. |
| Observation Value: |
The Closing Market Price of the Underlying Stock on the relevant Coupon Observation Date or Call Observation Date multiplied by the Price Multiplier on that day. |
| Coupon Observation Dates: |
Quarterly. September 22, 2023, December 22, 2023, March 22, 2024, June
21, 2024, September 20, 2024, and December 20, 2024 (the final Coupon Observation Date). The scheduled Coupon Observation Dates are subject
to postponement in the event of Market Disruption Events or non-trading day, as described on page PS-20 of product supplement STOCK ACCN-1. |
| Call Observation Dates: |
The Coupon Observation Dates beginning on December 22, 2023 and ending on September 20, 2024. |
| Calculation Day: |
The final Coupon Observation Date |
| Coupon Payment Dates: |
Approximately the fifth business day following the applicable Coupon Observation Date, subject to postponement as described on page PS-20 of product supplement STOCK ACCN-1; provided however, that the Coupon Payment Date related to the final Coupon Observation Date will be the maturity date. |
| Call Settlement Dates: |
The relevant Coupon Payment Date |
| Volume Weighted Average Price: |
The volume weighted average price (rounded to two decimal places) shown on page “AQR” on Bloomberg L.P. for trading in shares of the Underlying Stock taking place from approximately 9:30 a.m. to 4:05 p.m. on all U.S. exchanges. |
| Price Multiplier: |
1, subject to adjustment for certain corporate events relating to the Underlying Stock described beginning on page PS-23 of product supplement STOCK ACCN-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-9. |
| Calculation Agent: |
BofA Securities, Inc. (“BofAS”). |
| Autocallable Contingent Coupon (with Memory) Notes | TS-2 |
Autocallable
Contingent Coupon (with Memory) Notes
Linked to the Common Stock of Amazon.com, Inc.,
due December 30, 2024 |
|
Determining Payments on the Notes
Contingent Coupon Payments (with Memory)
The notes will pay a Contingent Coupon Payment (with Memory) on the applicable
Coupon Payment Date if the Observation Value of the Market Measure on the applicable quarterly Coupon Observation Date is greater than
or equal to the Coupon Value.
In addition to the Redemption Amount, you will also receive the final
Contingent Coupon Payment (with Memory) at maturity if the Ending Value is greater than or equal to the Coupon Value. If the Ending Value
is less than the Threshold Value, you will receive a payment that is less, and possibly significantly less, than the principal amount
per unit. Even with any Contingent Coupon Payments (with Memory), the return on the notes could be negative. The terms and risks of
the notes are contained in this term sheet and in the following:
| Autocallable Contingent Coupon (with Memory) Notes | TS-3 |
Autocallable
Contingent Coupon (with Memory) Notes
Linked to the Common Stock of Amazon.com, Inc.,
due December 30, 2024 |
|
The terms and risks of the notes are contained in this term sheet and in the following:
| § | Prospectus dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112558/tm2123981d24_424b3.htm
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 ACCN-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 Observation Value of the Market Measure will be greater than or equal to its Coupon Value on most or all of the Coupon
Observation Dates, especially close to the end of the term of the notes. |
| § | You
anticipate that the notes will be automatically called, in which case you accept an early exit from your investment, or that the Market
Measure will not decrease from the Starting Value to an Ending Value that is below the Threshold Value. |
| § | You
accept that the return on the notes will be limited to the return represented by the Contingent Coupon Payments (with Memory) even if
the percentage change in the value of the Market Measure is significantly greater than such return. |
| § | You
are willing to lose up to 90% of the principal amount if the notes are not called and the Ending Value is less than the Threshold Value. |
| § | You
are willing to forgo dividends or other benefits of owning shares of the Underlying Stock. |
| § | 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 Contingent Coupon Payments
(with Memory) and the Call Amount or the Redemption Amount. |
The notes may not be an appropriate investment for you if:
| § | You
anticipate that the Observation Value of the Market Measure will be less than its Coupon Value on most or all of the Coupon Observation
Date, especially close to the end of the term of the notes. |
| § | You
want to hold your notes for the full term. |
| § | You
seek an uncapped return on your investment or seek participation in the Market Measure. |
| § | You
believe that the notes will not be automatically called and the Ending Value will be below the Threshold Value. |
| § | You
seek 100% principal repayment or preservation of capital. |
| § | You
want to receive dividends or other distributions paid on the Underlying Stock. |
| § | 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.
| Autocallable Contingent Coupon (with Memory) Notes | TS-4 |
Autocallable
Contingent Coupon (with Memory) Notes
Linked to the Common Stock of Amazon.com, Inc.,
due December 30, 2024 |
|
Examples of Hypothetical Payments
The following 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 Contingent
Coupon Payment (with Memory), the Call Amount or the Redemption Amount, as applicable, based on the hypothetical terms set forth below.
The actual amount you receive and the resulting return will depend on the actual Starting Value, Call Value, Coupon Value, Threshold
Value, Observation Values, Ending Value and term of your investment. The following examples
do not take into account any tax consequences from investing in the notes. These examples are based on:
| 1) | a
hypothetical Starting Value of 100.00; |
| 2) | a
hypothetical Call Value of 100.00; |
| 3) | a
hypothetical Coupon Value of 90.00; |
| 4) | a
hypothetical Threshold Value of 90.00; |
| 5) | the
term of the notes from June 23, 2023 to December 30, 2024, if the notes are not called on
any Call Observation Date; |
| 6) | the
Contingent Coupon Payment (with Memory) applicable to a single Coupon Payment Date of $0.36525
per unit; |
| 7) | the
Coupon Observation Dates occurring quarterly during the term of the notes; and |
| 8) | the
Call Observation Dates occurring quarterly beginning approximately six months after the pricing
date. |
Example 1 - The Observation Value of the Market Measure on the
first Coupon Observation Date is 50.00. Therefore, no Contingent Coupon Payment (with Memory) will be paid on the first Coupon Payment
Date, and the notes are not subject to automatic call on that day.
Example 2 - The Observation Value of the Market Measure on the
first Coupon Observation Date is below the Coupon Value. Therefore, no Contingent Coupon Payment (with Memory) is paid on the first Coupon
Payment Date. The Observation Value of the Market Measure on the second Coupon Observation Date (which is also the first Call Observation
Date) is 105.00. Therefore, the notes will be called at $10.00 plus the Contingent Coupon Payment (with Memory) otherwise due on the applicable
Call Settlement Date, calculated as follows:
the product of the Contingent Coupon Payment (with Memory)
applicable to a single Coupon Payment Date times the number of Coupon Payment Dates that have occurred up to the relevant Coupon
Payment Date (inclusive of the relevant Coupon Payment Date) minus (ii) the sum of all Contingent Coupon Payments (with
Memory) previously paid.
= (i) $0.36525 x 2 - (ii) $0.00 = $0.7305
Call Amount on the first Call Settlement Date = $10.7305 per unit.
Example
3 - The Observation Value of the Market Measure on the first Coupon Observation Date is below the Coupon Value. Therefore,
no Contingent Coupon Payment (with Memory) is paid on the first Coupon Payment Date. The Observation Value of the Market Measure on the
second Coupon Observation Date (which is also the first Call Observation Date) is above the Coupon Value but below the Call Value. Therefore,
a Contingent Coupon Payment (with Memory) of $0.7305 ($0.36525 x 2 - $0) is paid and the notes are not called. The Observation Value of
the Market Measure on the third Coupon Observation Date (which is also the second Call Observation Date) is 95.00. Therefore, the notes
will not be called on that day but a Contingent Coupon Payment (with Memory) will be payable on the applicable Coupon Payment Date, calculated
as follows:
the product of the Contingent Coupon Payment (with Memory)
applicable to a single Coupon Payment Date times the number of Coupon Payment Dates that have occurred up to the relevant Coupon
Payment Date (inclusive of the relevant Coupon Payment Date) minus (ii) the sum of all Contingent Coupon Payments (with
Memory) previously paid.
= (i) $0.36525 x 3 - (ii) $0.7305 = $0.36525
Contingent Coupon Payment (with Memory) payable on the third Coupon Payment
Date = $0.36525 per unit.
Example
4 - The Observation Value of the Market Measure on each of the first five Coupon Observation Dates is above the Coupon Value
but below the Call Value. Therefore, the notes are not called on any Call Observation Date but a Contingent Coupon Payment (with Memory)
of $0.36525 per unit is paid on each of the first five Coupon Payment Dates. The Ending Value of the Market Measure is 95.00, which is
greater than the Coupon Value and the Threshold Value. The Redemption Amount per unit will be:
$10.00
In addition, because the Ending Value is greater than or equal to the
Coupon Value, the final Contingent Coupon Payment (with Memory) of $0.36525 is also payable.
The total payment at maturity = $10.00 + $0.36525 = $10.36525 per unit.
Example 5 - The Observation Value of the Market Measure on each
of the first five Coupon Observation Dates is below the Coupon Value and the Call Value. Therefore, the notes are not called and no Contingent
Coupon Payment (with Memory) is paid on the first five Coupon Payment Dates. If the Ending Value of the Market Measure is less than the
Coupon Value and the Threshold Value, the Redemption Amount will be less, and possibly significantly less, than the principal amount and
no final Contingent Coupon Payment (with Memory) will be payable at maturity. For example, if the Ending Value of the Market Measure is
50.00, the Redemption Amount per unit will be:
For recent actual prices of the Underlying Stock, see “The Underlying
Stock” section below. In addition, all payments on the notes are subject to issuer credit risk.
| Autocallable Contingent Coupon (with Memory) Notes | TS-5 |
Autocallable
Contingent Coupon (with Memory) Notes
Linked to the Common Stock of Amazon.com, Inc.,
due December 30, 2024 |
|
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-7 of product
supplement STOCK ACCN-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 Underlying Stock as measured shortly before
the maturity date, you may lose up to 90% of the principal amount. |
| § | Your investment return is limited to the return represented by the Contingent
Coupon Payments (with Memory) and may be less than a comparable investment directly in the Underlying Stock. You will not be able to participate
in any increase in the Underlying Stock. |
| § | You may not receive any Contingent Coupon Payments (with Memory). |
| § | If the notes are called, you will be subject to reinvestment risk, and your
ability to receive Contingent Coupon Payments (with Memory) over the term of the notes will be limited. |
| § | 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-9, 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 Underlying Stock), 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. |
| Autocallable Contingent Coupon (with Memory) Notes | TS-6 |
Autocallable
Contingent Coupon (with Memory) Notes
Linked to the Common Stock of Amazon.com, Inc.,
due December 30, 2024 |
|
Market Measure-related Risks
| § | The Underlying Company will have no obligations relating to the notes, and
none of us, MLPF&S or BofAS will perform any due diligence procedures with respect to the Underlying Company in connection with this
offering. |
| § | As a noteholder, you will have no rights of a holder of the Underlying Stock,
and you will not be entitled to receive any shares of the Underlying Stock or dividends or other distributions by the Underlying Company. |
| § | While we, MLPF&S, BofAS or our respective affiliates may from time to
time own securities of the Underlying Company, we, MLPF&S, BofAS and our respective affiliates do not control the Underlying Company,
and have not verified any disclosure made by the Underlying Company. |
| § | The Observation Value or the Ending Value and other terms of the notes will
not be adjusted for all corporate events that could affect the Underlying Stock. See “Description of the Notes—Anti-Dilution
Adjustments” beginning on page PS-23 of product supplement STOCK ACCN-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-34 of product supplement STOCK ACCN-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. |
| Autocallable Contingent Coupon (with Memory) Notes | TS-7 |
Autocallable
Contingent Coupon (with Memory) Notes
Linked to the Common Stock of Amazon.com, Inc.,
due December 30, 2024 |
|
The Underlying Stock
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. Amazon.com, Inc.
is an online retailer that offers a range of products. The company’s products include books, music, videotapes, computers, electronics,
home and garden, and other products. The company offers personalized shopping services, web-based credit card payment, and direct shipping
to customers.
Because the Underlying Stock is registered under the Securities Exchange
Act of 1934, the 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 Company can be located through the SEC’s website at http://www.sec.gov by reference
to SEC CIK number 1018724.
This term sheet relates only to the notes and does not relate to the
Underlying Stock or to any other securities of the Underlying Company. None of us, MLPF&S, BofAS or any of our respective affiliates
has participated or will participate in the preparation of the Underlying Company’s publicly available documents. None of us, MLPF&S,
BofAS or any of our respective affiliates has made any due diligence inquiry with respect to the Underlying Company 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 Company 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 Underlying Stock, 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 Company could affect the price of the Underlying Stock 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 Underlying Stock is not a recommendation to buy or sell the Underlying
Stock.
The Underlying Stock trades on the Nasdaq Global Select Market under
the symbol “AMZN.”
Historical Data
The following graph shows the daily
historical performance of the Underlying Stock on its primary exchange in the period from January 1, 2013 through June
15, 2023. 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 the Underlying Stock was $127.11. The graph
below may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.
Historical Performance of the Underlying Stock
This historical data on the Underlying Stock 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 the Underlying Stock during any period set forth above is not an indication that the price per share of the Underlying Stock 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 the Underlying Stock.
| Autocallable Contingent Coupon (with Memory) Notes | TS-8 |
Autocallable Contingent Coupon (with Memory) Notes
Linked to the Common Stock of Amazon.com, Inc., due December 30, 2024 |
|
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 deliver the notes against payment therefor in New York, New York
on a date that is greater than two business days 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 two business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade the notes more than two business days 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 Underlying Stock 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.
Structuring the Notes
The notes are our debt securities, the return on which is linked to the
performance of the Underlying Stock. 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.
We are required to pay any Contingent Coupon Payments (with Memory) and
the Call Amount or the Redemption Amount, as applicable to holders of the notes, which will be calculated based on the performance of
the Underlying Stock 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 Underlying Stock, 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-9 of product supplement STOCK ACCN-1 and “Use of Proceeds” on page S-16
of prospectus supplement.
| Autocallable Contingent Coupon (with Memory) Notes | TS-9 |
Autocallable Contingent Coupon (with Memory) Notes
Linked to the Common Stock of Amazon.com, Inc., due December 30, 2024 |
|
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 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 CIBC’s shares determined on a votes or fair market value basis, and an entity in respect
of which CIBC is a “specified entity” generally includes (i) an entity that is a specified shareholder of CIBC (as defined
above), (ii) an entity in which CIBC (either alone or together with entities with whom CIBC 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.
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.
| Autocallable Contingent Coupon (with Memory) Notes | TS-10 |
Autocallable Contingent Coupon (with Memory) Notes
Linked to the Common Stock of Amazon.com, Inc., due December 30, 2024 |
|
Summary of U.S. Federal Income Tax Consequences
The following discussion is a brief summary of the material U.S. federal
income tax consequences 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 ACCN-1,
which you should carefully review prior to investing in the notes.
The U.S. federal income tax consequences of your investment in the notes
are uncertain. No statutory, judicial or administrative authority directly discusses how the notes should be treated for U.S. federal
income tax purposes. In the opinion of our tax counsel Mayer Brown LLP, it would generally be reasonable to treat the notes as prepaid
derivative contracts. Pursuant to the terms of the notes, you agree to treat the notes in this manner for all U.S. federal income tax
purposes. If your notes are so treated, you should generally recognize capital gain or loss upon the sale, exchange, redemption or payment
at 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.
If you are a U.S. Holder, although the treatment of the Contingent Coupon
Payments (with Memory) is unclear, we intend to treat the Contingent Coupon Payments (with Memory), including on the maturity date, as
ordinary income includible by you at the time such payments accrue or are received in accordance with your normal method of accounting
for U.S. federal income tax purposes. If you are an accrual method taxpayer who keeps an applicable financial statement, you may be required
to include Contingent Coupon Payments (with Memory) in income earlier than under your regular method of tax accounting if the income is
recognized earlier on such applicable financial statement.
The characterization described above 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. 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, 2025.
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.
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 15, 2021, which has been filed as Exhibit 5.2 to CIBC’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 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 15, 2021, which has been filed as Exhibit 5.1 to CIBC’s
Registration Statement on Form F-3 filed with the SEC on June 15, 2021.
| Autocallable Contingent Coupon (with Memory) Notes | TS-11 |
Autocallable Contingent Coupon (with Memory) Notes
Linked to the Common Stock of Amazon.com, Inc., due December 30, 2024 |
|
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.
| Autocallable Contingent Coupon (with Memory) Notes | TS-12 |
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