![](https://content.edgar-online.com/edgar_conv_img/2023/06/22/0001104659-23-073587_tm2317535d81_424b2img001.jpg) |
Filed
Pursuant to Rule 424(b)(2) |
Registration
No. 333-257113 |
|
Pricing
Supplement dated June 21, 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 Contingent Yield
Notes (with Daily Coupon Observation)
$26,000,000 Notes Linked to the Least Performing of the S&P 500®
Index, the Russell 2000® Index and the Nasdaq-100 Index® due on June 25, 2026
Investment
Description |
These Trigger Callable Contingent Yield Notes
(with Daily Coupon Observation) (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, the Russell
2000® Index and the Nasdaq-100 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 quarterly Contingent Coupon if the Closing Level of each Underlying on each Trading Day during the applicable
quarterly Observation Period is equal to or greater than its Coupon Barrier. Otherwise, no coupon will be paid for the quarter. CIBC
has the right to call the Notes at its election on any quarterly Call Payment Date beginning on September 25, 2023, regardless of
the levels of the Underlyings. If the Notes are called, CIBC will pay you the principal amount of your Notes plus the Contingent
Coupon otherwise due for the applicable quarter, and no further amounts will be owed to you under the Notes. The Underlying with
the lowest Underlying Return is the “Least Performing Underlying.” If the Notes are not called prior to maturity and
the Final 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 any final Contingent Coupon otherwise due at maturity. 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. CIBC may not pay any Contingent Coupons on the Notes. If the Notes are not called by CIBC at its election, you may lose some
or all of your principal amount. You will be exposed to the market risk of each Underlying 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 Contingent Coupon Rate on a Note, the greater the risk of loss on that Note. The contingent
repayment of principal only applies if you hold the Notes to maturity or optional issuer call. Any payments on the Notes, including
any repayment of principal, are subject to the creditworthiness of CIBC. If CIBC were to default on its payment obligations, you
may not receive any amounts owed to you under the Notes and you could lose your entire investment. |
Features |
q |
Contingent
Coupon: CIBC will pay a quarterly Contingent Coupon
payment if the Closing Level of each Underlying on each Trading Day during the applicable
quarterly Observation Period is equal to or greater than its Coupon Barrier. Otherwise, no
coupon will be paid for the quarter.
|
q
|
Issuer Call: CIBC
may, at its election, call the Notes on any Call Payment Date commencing on September 25, 2023 and pay you the principal amount of
your Notes plus any Contingent Coupon otherwise due for that applicable quarter. If the Notes are not called, investors will potentially
lose a portion of their principal amount at maturity. |
q |
Contingent Repayment of Principal
Amount at Maturity: If the Notes have not been previously called 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 any final Contingent Coupon otherwise due at maturity. 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. Any payments on the Notes, including any
repayment of principal, are subject to the creditworthiness of CIBC. |
Key Dates |
Trade
Date |
June 21, 2023 |
Settlement
Date |
June 26, 2023 |
Observation
Period End Dates1 |
Quarterly, commencing on September
21, 2023 |
Call Payment
Dates1 |
Quarterly, commencing on September
25, 2023 |
Final Valuation
Date1 |
June 22, 2026 |
Maturity
Date1 |
June 25, 2026 |
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-7 AND THE MORE DETAILED ‘‘RISK FACTORS’’
BEGINNING ON PAGE S-1 OF THE ACCOMPANYING UNDERLYING SUPPLEMENT, BEGINNING ON PAGE S-1 OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT
AND PAGE 1 OF THE ACCOMPANYING PROSPECTUS BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND
UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES. |
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) |
Contingent
Coupon Rate |
Initial
Levels |
Downside
Thresholds |
Coupon
Barriers |
CUSIP |
ISIN |
The
S&P 500® Index (“SPX”) |
11.36%
per annum |
4,365.69 |
2,401.13,
which is 55.00% of its Initial
Level* |
3,055.98,
which is 70.00% of its Initial
Level* |
13608M795 |
US13608M7956 |
The
Russell 2000® Index (“RTY”) |
1,863.015 |
1,024.658,
which is 55.00% of its Initial
Level** |
1,304.111,
which is 70.00% of its Initial
Level** |
The
Nasdaq-100 Index® (“NDX”) |
14,867.45 |
8,177.10,
which is 55.00% of its Initial
Level* |
10,407.22,
which is 70.00% 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 7 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 $9.764 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-9 of this pricing supplement and “The Bank’s Estimated Value of the
Notes” on page PS-18 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, the Russell 2000® Index and the Nasdaq-100 Index® |
$26,000,000.00 |
$10.00 |
$260,000.00 |
$0.10 |
$25,740,000.00 |
$9.90 |
(1) CIBC World Markets Corp. (“CIBCWM”),
our affiliate, will purchase the Notes and, as part of the distribution of the Notes, will sell all of the Notes to UBS Financial Services
Inc. (“UBS”) at the discount specified in the table above. See “Supplemental Plan of Distribution (Conflicts of Interest)”
on page PS-18 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 Coupon
Barrier on each Trading Day during most or all of the quarterly Observation Periods, and
equal to or greater than its Downside Threshold on the Final Valuation Date. |
| ♦ | You
are willing to make an investment where you could lose some or all of your initial investment
and are willing to make an investment that may have the same downside market risk as the
Least Performing Underlying. |
| ♦ | You
are willing to accept the individual market risk of each Underlying and understand that any
decline in the 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 Contingent Coupon payments. |
| ♦ | You
are willing to invest in the Notes based on the Coupon Barriers, the Downside Thresholds
and the Contingent Coupon 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 Coupon Barrier on at least one Trading Day during most or
all of the quarterly Observation Periods and below its Downside Threshold on the Final Valuation
Date. |
| ♦ | You
are not willing to make an investment in which you could lose some or all of your initial
investment and you are not willing to make an investment that may have the same downside
market risk as the Least Performing Underlying. |
| ♦ | You
are not willing to accept the individual market risk of each Underlying or are not willing
to accept the risk that any decline in the 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 Coupon Barriers, the Downside Thresholds
or the Contingent Coupon Rate indicated on the cover hereof. |
| ♦ | You
are unable or unwilling 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 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 any payments on the Notes, including any repayment of principal. |
The
suitability considerations identified above are not exhaustive. Whether or not the Notes are a suitable investment for you will depend
on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting
and other advisors have carefully considered the suitability of an investment in the Notes in light of your particular circumstances.
For more information about the Underlyings, see “Information About the Underlyings” in this pricing supplement, and “Index
Descriptions— The S&P U.S. Indices” beginning on page S-45, “—The Russell Indices” beginning on
page S-31 and “—The Nasdaq-100® Index” beginning on page S-26 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: |
$10.00
per Note (subject to a minimum investment of $1,000). |
Term: |
Approximately
3 years, unless earlier called |
Trade
Date: |
June 21,
2023 |
Settlement
Date: |
June 26,
2023 |
Final
Valuation Date¹: |
June 22,
2026 |
Maturity
Date¹: |
June 25,
2026 |
Reference
Asset: |
The
least performing of the S&P 500® Index (Ticker: “SPX”), the Russell 2000® Index (Ticker:
“RTY”) and the Nasdaq-100 Index® (Ticker: “NDX”) (each, an “Underlying” and together,
the “Underlyings”) |
Optional
Issuer Call: |
The
Notes may be called by CIBC at its election on any quarterly Call Payment Date beginning
on September 25, 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 Coupon Payment Date (which will also be the “Call Payment Date”) a cash
payment per Note equal to your principal amount plus the Contingent Coupon otherwise due on that date. No further amounts will be
owed to you under the Notes. |
Observation
Period: |
Each
Observation Period will consist of each Trading Day from, but excluding, an Observation Period End Date to, and including, the following
Observation Period End Date; provided that the first Observation Period will consist of each Trading Day from, but excluding, the
Trade Date to, and including, the first Observation Period End Date. Each Observation Period is subject to adjustments as described
in "Certain Terms of the Notes—Observation Periods—For Notes Where the Reference Asset Consists of Multiple Indices"
in the accompanying underlying supplement. |
Coupon
Payment Dates: |
2
Business Days following the applicable Observation Period End Date, except that as to the final Observation Period End Date, the
Coupon Payment Date will be the Maturity Date. The Observation Period End Dates and the Coupon Payment Dates are set forth in the
table below. |
Contingent
Coupon Rate: |
11.36%
per annum (or 2.84% per quarter). |
Contingent
Coupon: |
If
the Closing Level of each Underlying on each Trading Day during the applicable Observation
Period is equal to or greater than its Coupon Barrier, CIBC will pay you the Contingent
Coupon with respect to that Observation Period on the related Coupon Payment Date.
If
the Closing Level of any Underlying on any Trading Day during the applicable Observation
Period is less than its Coupon Barrier, the Contingent Coupon applicable to that Observation
Period will not be payable and CIBC will not make any payment to you on the relevant Coupon
Payment Date.
The
Contingent Coupon is $0.284 per quarter per Note. The following table sets forth the Observation
Period End Dates and the Coupon Payment Dates. |
|
|
Observation
Period End Dates |
Coupon
Payment Dates |
|
|
|
September
21, 2023 |
September
25, 2023 |
|
|
|
December
21, 2023 |
December
26, 2023 |
|
|
|
March
21, 2024 |
March
25, 2024 |
|
|
|
June
21, 2024 |
June
25, 2024 |
|
|
|
September
23, 2024 |
September
25, 2024 |
|
|
|
December
23, 2024 |
December
26, 2024 |
|
|
|
March
21, 2025 |
March
25, 2025 |
|
|
|
June
23, 2025 |
June
25, 2025 |
|
|
|
September
22, 2025 |
September
24, 2025 |
|
|
|
December
22, 2025 |
December
24, 2025 |
|
|
|
March
23, 2026 |
March
25, 2026 |
|
|
|
June
22, 2026 |
June
25, 2026 |
|
|
Contingent
Coupon payments on the Notes are not guaranteed. CIBC will not pay you the Contingent Coupon for any Observation Period in which
the Closing Level of any Underlying on any Trading Day is less than its Coupon Barrier. |
Payment
at Maturity (per $10 Note): |
If
the Notes have not been called by CIBC at its election, for each $10 principal amount of
the Notes, 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
+ final Contingent Coupon (if payable)
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 any Contingent Coupons, the return
on the Notes may be negative. |
Least
Performing Underlying: |
The
Underlying with the lowest Underlying Return. |
Underlying
Return: |
For
each Underlying, calculated as follows:
Final
Level - Initial Level
Initial
Level |
Coupon
Barrier: |
For
each Underlying, 70.00% of its Initial Level, as indicated on the cover hereof. |
Downside
Threshold: |
For
each Underlying, 55.00% 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/2023/06/22/0001104659-23-073587_tm2317535d81_424b2img002.jpg) |
The Initial
Level of each Underlying was observed and the terms of the Notes were determined.
|
If the Closing
Level of each Underlying on each Trading Day during the applicable Observation Period is equal to or greater than its Coupon Barrier,
CIBC will pay you a Contingent Coupon with respect to that Observation Period on the related Coupon Payment Date. However, if the
Closing Level of any Underlying on any Trading Day during the applicable Observation Period is less than its Coupon Barrier, no Contingent
Coupon will be payable on the related Coupon Payment Date.
CIBC may,
at its election, call the Notes prior to maturity on any quarterly Call Payment Date beginning on September 25, 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
Contingent Coupon otherwise due on that date. |
If the Notes
have not been called by CIBC at its election, the Final Level and the Underlying Return of each Underlying are determined on the
Final Valuation Date.
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 plus the final Contingent Coupon, if payable.
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 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
Contingent Coupon Rate on a Note, the greater the risk of loss on that Note.
An
investment in the Notes involves significant risks. Some of the risks that apply to the Notes are summarized here. However, CIBC urges
you to read the more detailed explanation of risks relating to the Notes in the “Risk Factors” section of the accompanying
underlying supplement and the accompanying prospectus supplement. CIBC also urges you to consult your investment, legal, tax, accounting
and other advisors before you invest in the Notes.
Structure
Risks
| ♦ | Risk
of Loss at Maturity — The Notes differ from ordinary debt securities in that CIBC
will not necessarily pay the full principal amount of the Notes. If the Notes are not called
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 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. |
| ♦ | You
Will Not Receive the Contingent Coupon for Any Observation Period in Which the Closing Level
of Any Underlying on Any Trading Day Is Less Than Its Coupon Barrier — CIBC will
not necessarily make periodic coupon payments on the Notes. If the Closing Level of any Underlying
on any Trading Day during an Observation Period is less than its Coupon Barrier, CIBC will
not pay you the Contingent Coupon applicable to that Observation Period. If the Closing Level
of any Underlying is less than its Coupon Barrier on at least one Trading Day during each
Observation Period, CIBC will not pay you any Contingent Coupons during the term of, and
you will not receive a positive return on, your Notes. Generally, this non-payment of the
Contingent Coupon coincides with a period of greater risk of principal loss on your Notes. |
| ♦ | Your
Potential Return on the Notes Is Limited to Any Contingent Coupons and You Will Not Participate
in Any Appreciation of Any Underlying Or Underlying Constituents — The return potential
of the Notes is limited to the Contingent Coupon Rate regardless of any appreciation of any
Underlying. In addition, your total return on the Notes will vary based on the number of
Observation Periods for which the Contingent Coupons are payable and may be less than the
Contingent Coupon Rate, or even zero. Further, the return potential of the Notes is limited
by the 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 Contingent Coupons are likely to be payable on most or all of the Coupon Payment
Dates during the term of the Notes. Your Notes could be called by CIBC at its election as
early as September 25, 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 Contingent Coupons Not Being Paid and of You Sustaining a Significant Loss on Your Investment
— The risk that you will not receive any Contingent Coupons and lose some or all
of your initial investment in the Notes at maturity is greater if you invest in the Notes
as opposed to substantially similar notes that are linked to the performance of only one
Underlying. With multiple Underlyings, it is more likely that the Closing Level of at least
one Underlying will be less than its Coupon Barrier on at least one Trading Day during an
Observation Period or less than its Downside Threshold on the Final Valuation Date. Therefore,
it is more likely that you will not receive any Contingent Coupons and that you will suffer
a significant loss on your investment at maturity. |
| | In addition,
movements in the 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). With three
Underlyings, it is more likely that the performance of one pair of Underlyings will not be correlated, or will be negatively
correlated. |
| | The lower
(or more negative) the correlation among the Underlyings, the less likely it is that those Underlyings will move in the same
direction and, therefore, the greater the potential for one of those Underlyings to close below its Coupon Barrier on any Trading
Day during an Observation Period or 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 Contingent Coupon not to be paid during the term of the Notes and for a loss of principal at maturity.
However, even if the Underlyings have a higher positive correlation, one or more of those Underlyings might close below its Coupon
Barrier on any Trading Day during an Observation Period or Downside Threshold on the Final Valuation Date, as the Underlyings may
decrease in value together. |
| | CIBC determined
the Contingent Coupon Rate for the Notes based, in part, on the correlation among the Underlyings, calculated using internal models
at the time the terms of the Notes were set. As discussed above, increased risk resulting from lower correlation will be reflected
in a higher Contingent Coupon Rate than would be payable on notes that have a higher degree of correlation. |
| ♦ | Your
Return Will Be Based on the Individual Return of Each Underlying — Unlike notes
linked to a basket of underlyings, the Notes will be linked to the individual performance
of each Underlying. Because the Notes are not linked to a basket, in which case the risk
is mitigated and diversified among all of the components of a basket, you will be exposed
to the risk of fluctuations in the 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
Contingent Coupons or Lower Downside Thresholds Are Generally Associated with the Underlying
with Greater Expected Volatility and Therefore Can Indicate a Greater Risk of Loss —
”Volatility” refers to the frequency and magnitude of changes in the 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 (i) the Closing Level
of at least one Underlying will be less than its Coupon Barrier on at least one Trading Day
during one or more Observation Periods, such that you will not |
| | receive
one or more, or any, Contingent Coupons during the term of the Notes and that (ii) the
Closing Level of the Least Performing Underlying will be less than its Downside Threshold
on the Final Valuation Date, resulting in the loss of some or all of your principal amount
at maturity. This greater expected risk will generally be reflected in a higher Contingent
Coupon than the yield payable on our conventional debt securities with a similar maturity,
or in more favorable terms (such as a lower Downside Threshold or a higher Contingent Coupon)
than for similar securities linked to the performance of an Underlying with a lower expected
volatility as of the Trade Date. You should therefore understand that a relatively higher
Contingent Coupon may indicate an increased risk of loss. Further, a relatively lower Downside
Threshold may not necessarily indicate that the Notes have a greater likelihood of a repayment
of principal at maturity. The volatility of an Underlying can change significantly over the
term of the Notes. The level of an Underlying for your Notes could fall sharply, which could
result in a significant loss of principal, and the non-payment of one or more Contingent
Coupons. You should be willing to accept the downside market risk of the Least Performing
Underlying and the potential to lose some or all of your principal at maturity. |
Underlying
Risks
| ♦ | 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. |
| ♦ | There
Are Risks Associated With Investments in Securities Linked to the Value of Non-U.S. Equity
Securities — Some of the equity securities composing the NDX are issued by non-U.S.
companies. Investments in securities linked to the value of such non-U.S. equity securities,
such as the Notes, involve risks associated with the home countries of the issuers of those
non-U.S. equity securities. The prices of securities in non-U.S. markets may be affected
by political, economic, financial and social factors in those countries or global regions,
including changes in government, economic and fiscal policies and currency exchange laws. |
| ♦ | Owning
the Notes Is Not the Same as Owning 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 a Market Disruption Event
exists or continues for five or more consecutive scheduled Trading Days during an Observation
Period or the 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-18 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-18
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-18 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 4 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 during the term of the Notes. 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: |
Approximately 3 years (unless
earlier called) |
Hypothetical Initial Levels: |
1,000 for each Underlying |
Contingent Coupon Rate: |
11.36 per annum (or 2.84% per quarter) |
Contingent Coupon: |
$0.284 per quarter |
Observation Periods: |
Quarterly |
Call Payment Dates: |
Quarterly, commencing on September 25, 2023 |
Hypothetical Coupon Barriers: |
700.00 for each Underlying (70.00% of its
hypothetical Initial Level) |
Hypothetical Downside Thresholds: |
550.00 for each Underlying (55.00% of its hypothetical Initial
Level) |
Example
1 — Notes Are Called on the Second Call Payment Date, Which Corresponds to the Second Coupon Payment Date
Observation
Period |
Lowest
Closing Level During Applicable Observation Period |
Payment
(per Note) |
First
Observation Period |
SPX:
700 (at or above Coupon Barrier)
RTY: 1,050 (at or above Coupon Barrier)
NDX: 1,100 (at or above Coupon Barrier) |
$0.284
(Contingent Coupon) – Issuer does NOT elect to call the Notes on the first Call Payment Date |
Second
Observation Period |
SPX:
1,200 (at or above Coupon Barrier)
RTY: 1,150 (at or above Coupon Barrier)
NDX: 1,300 (at or above Coupon Barrier) |
$10.284
(Settlement Amount) – Issuer elects to call the Notes on the second Call Payment Date |
|
Total
Payment: |
$10.568
(5.68% return) |
Since
the Issuer elects to call the Notes on the Coupon Payment Date related to the second Observation Period (which is the second Call Payment
Date) and the Closing Level of each Underlying on each Trading Day during that Observation Period was equal to or greater than its Coupon
Barrier, CIBC will pay you on the Call Payment Date a total of $10.284 per Note, reflecting your principal amount plus the applicable
Contingent Coupon payment. When added to the Contingent Coupon payment of $0.284 received in respect of the first Observation Period,
CIBC will have paid you a total of $10.568 per Note, for a 5.68% 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 the Least Performing Underlying Is at or Above Its Downside Threshold
Observation
Period / Final
Valuation Date |
Lowest
Closing Level During Applicable Observation Period / Final Level |
Payment
(per Note) |
First
Observation Period |
SPX: 850
(at or above Coupon Barrier)
RTY: 850 (at or above Coupon Barrier)
NDX: 850 (at or above Coupon Barrier) |
$0.284
(Contingent Coupon) – Issuer does NOT elect to call the Notes on the first Call Payment Date |
Second
through Final Observation Periods |
Various
(lowest Closing Level of at least one Underlying below its Coupon Barrier) |
$0.00
– Issuer does NOT elect to call the Notes on any Call Payment Date |
Final
Valuation Date |
SPX:
650 (at or above Downside Threshold)
RTY: 1,050 (at or above Downside Threshold)
NDX: 1,100 (at or above Downside Threshold) |
$10.00
(Payment at Maturity) |
|
Total
Payment: |
$10.284
(2.84% return) |
Because the
Closing Level of each Underlying on each Trading Day during the first Observation Period was equal to or greater than its Coupon Barrier,
we will pay you the applicable Contingent Coupon of $0.284 per Note on the first Coupon Payment Date. However, because the Closing Level
of at least one Underlying was below its Coupon Barrier on at least one Trading Day during the second through the final Observation Periods,
you will not receive any Contingent Coupon on any of the related Coupon Payment Dates.
Since the Issuer
does not elect to call the Notes prior to maturity and the Final Level of the Least Performing Underlying is equal to or greater than
its Downside Threshold, we will pay you the principal amount at maturity. When added to the Contingent Coupon payment of $0.284 received
in respect of the first Observation Period, CIBC will have paid you a total of $10.284 per Note, for a 2.84% 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
Observation
Period / Final
Valuation Date |
Lowest
Closing Level During Applicable Observation Period / Final Level |
Payment
(per Note) |
First
Observation Period |
SPX:
900 (at or above Coupon Barrier)
RTY: 1,100 (at or above Coupon Barrier)
NDX: 1,200 (at or above Coupon Barrier) |
$0.284
(Contingent Coupon) – Issuer does NOT elect to call the Notes on the first Call Payment Date |
Second
through Final Observation Periods |
Various
(lowest Closing Level of at least one Underlying below Coupon Barrier) |
$0.00
– Issuer does NOT elect to call the Notes on any Call Payment Date |
Final
Valuation Date |
SPX:
300 (below Downside Threshold)
RTY: 1,050 (at or above Downside Threshold)
NDX: 1,100 (at or above Downside Threshold) |
$10.00
× (1 + Underlying Return of the Least Performing Underlying)
= $10.00 × (1 + -70%)
= $10.00 - $7.00
= $3.00 (Payment at Maturity) |
|
Total
Payment: |
$3.284
(-67.16% return) |
Because the
Closing Level of each Underlying on each Trading Day during the first Observation Period was equal to or greater than its Coupon Barrier,
we will pay you the applicable Contingent Coupon of $0.284 per Note on the first Coupon Payment Date. However, because the Closing Level
of at least one Underlying was below its Coupon Barrier on at least one Trading Day during the second through the final Observation Periods,
you will not receive any Contingent Coupon on any of the related Coupon Payment Dates.
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 $3.00 per Note. When added to the Contingent Coupon payment of $0.284 received in respect of the first
Observation Period, CIBC will have paid you $3.284 per Note, for a -67.16% 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 21, 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 21, 2023, the Closing Level of the SPX was 4,365.69,
which is its Initial Level. The green line indicates its Coupon Barrier of 3,055.98, which is equal to 70.00% of its Initial Level and
the blue line indicates its Downside Threshold of 2,401.13, which is equal to 55.00% 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. 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
|
|
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 21, 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 21, 2023, the Closing Level of the RTY was 1,863.015, which is its Initial Level.
The green line indicates its Coupon Barrier of 1,304.111, which is equal to 70.00% of its Initial Level and the blue line indicates its
Downside Threshold of 1,024.658, which is equal to 55.00% 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. 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
|
|
Source:
Bloomberg |
The
Nasdaq-100 Index®
The
Nasdaq-100 Index® (Bloomberg ticker: “NDX <Index>”) is calculated, maintained and published by Nasdaq, Inc.
The NDX includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market
capitalization. The NDX reflects companies across major industry groups including computer hardware and software, telecommunications,
retail/wholesale trade and biotechnology. See “Index Descriptions—The Nasdaq-100® Index” beginning on
page S-26 of the accompanying underlying supplement for additional information about the NDX.
In
addition, information about the NDX may be obtained from other sources, including, but not limited to, the index sponsor's website (including
information regarding the NDX’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 NDX is accurate or complete.
Historical
Performance of the NDX
The
graph below illustrates the performance of the NDX from January 1, 2018 to June 21, 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 21, 2023, the Closing Level of the NDX was 14,867.45, which is its Initial Level.
The green line indicates its Coupon Barrier of 10,407.22, which is equal to 70.00% of its Initial Level and the blue line indicates its
Downside Threshold of 8,177.10, which is equal to 55.00% of its Initial Level. The historical performance of the NDX should not be taken
as an indication of its future performance, and no assurances can be given as to the level of the NDX at any time during the term of
the Notes. We cannot give you assurance that the performance of the NDX will result in the return of any of your investment.
Historical
Performance of the Nasdaq-100 Index®
|
|
Source:
Bloomberg |
Correlation
of the Underlyings |
The
graph below illustrates the daily performance of the Underlyings from January 1, 2018
through June 21, 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 one of those Underlyings to close below its
Coupon Barrier on any Trading Day during an Observation Period or 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, one or more of those Underlyings
might close below its Coupon Barrier on any Trading Day during an Observation Period or 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 Contingent Coupon Rate is generally associated with lower correlation of the Underlyings,
which reflects a greater potential for a loss on your investment at maturity. See “Key
Risks — Structure Risks — Because the Notes Are Linked to the Performance of
More Than One Underlying, There Is a Greater Risk of Contingent Coupons Not Being Paid and
of You Sustaining a Significant Loss on Your Investment,” “ — Your Return
Will Be Based on the Individual Return of Each Underlying,” and “— Higher
Contingent Coupons or Lower Downside Thresholds Are Generally Associated with the Underlying
with Greater Expected Volatility and Therefore Can Indicate a Greater Risk of Loss“
herein.
Past
performance of the Underlyings is not indicative of the future performance of the Underlyings. |
Historical
Performance of the S&P 500® Index, the Russell
2000® Index and the Nasdaq-100 Index®
Source:
Bloomberg
United
States Federal Income Tax Considerations |
The following discussion is a brief summary of
the material U.S. federal income tax considerations relating to an investment in the Notes. The following summary is not complete and
is both qualified and supplemented by (although to the extent inconsistent supersedes) the discussion entitled “Material U.S. Federal
Income Tax Consequences” in the underlying supplement, which you should carefully review prior to investing in the Notes. Except
with respect to the section below under “Non-U.S. Holders,” it applies only to those U.S. Holders who are not excluded from
the discussion of United States Taxation in the accompanying prospectus.
The U.S. federal income tax considerations of your
investment in the Notes are uncertain. No statutory, judicial or administrative authority directly discusses how the Notes should be
treated for U.S. federal income tax purposes. In the opinion of our tax counsel, Mayer Brown LLP, it would generally be reasonable to
treat the Notes as prepaid derivative contracts. Pursuant to the terms of the Notes, you agree to treat the Notes in this manner for
all U.S. federal income tax purposes. If this treatment is respected, you should generally recognize capital gain or loss upon the sale,
exchange, redemption or payment upon maturity in an amount equal to the difference between the amount you receive in such transaction
and the amount that you paid for your Notes. Such gain or loss should generally be treated as long-term capital gain or loss if you have
held your Notes for more than one year. Although the tax treatment of the Contingent Coupon payments is unclear, we intend to treat any
Contingent Coupon payments, including on the Maturity Date or upon an optional issuer call, as ordinary income includible in income by
you at the time it accrues or is received in accordance with your normal method of accounting for U.S. federal income tax purposes.
The expected characterization of the Notes is not
binding on the U.S. Internal Revenue Service (the “IRS”) or the courts. It is possible that the IRS would seek to characterize
the Notes in a manner that results in tax consequences to you that are different from those described above or in the accompanying underlying
supplement. For a more detailed discussion of certain alternative characterizations with respect to the Notes and certain other considerations
with respect to an investment in the Notes, you should consider the discussion set forth in “Material U.S. Federal Income Tax Consequences”
of the underlying supplement. We are not responsible for any adverse consequences that you may experience as a result of any alternative
characterization of the Notes for U.S. federal income tax or other tax purposes.
Non U.S.-Holders. A “dividend equivalent”
payment is treated as a dividend from sources within the United States and such payments generally would be subject to a 30% U.S. withholding
tax if paid to a Non-U.S. Holder. Under Treasury regulations, payments (including deemed payments) with respect to equity-linked instruments
(“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an
interest in an “underlying security,” which is generally any interest in an entity taxable as a corporation for U.S. federal
income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend. However, Internal Revenue Service
guidance provides that withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments
and that are issued before January 1, 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.
Please see the discussion under the section
entitled “Material U.S. Federal Income Tax Consequences” in the underlying supplement for a further discussion of the U.S.
federal income tax consequences of an investment in the Notes. You should consult your tax advisor as to the tax consequences of such
characterization and any possible alternative characterizations of the Notes for U.S. federal income tax purposes. You should also consult
your tax advisor concerning the U.S. federal income tax and other tax consequences of your investment in the Notes in your particular
circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax
laws.
Certain
Canadian Federal Income Tax Considerations |
In the opinion of Blake, Cassels & Graydon
LLP, our Canadian tax counsel, the following summary describes the principal Canadian federal income tax considerations under the
Income Tax Act (Canada) and the regulations thereto (the “Canadian Tax Act”) generally applicable at the date hereof
to a purchaser who acquires beneficial ownership of a Note pursuant to this pricing supplement and who for the purposes of the Canadian
Tax Act and at all relevant times: (a) is neither resident nor deemed to be resident in Canada; (b) deals at arm’s length with
the Issuer and any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of the Note; (c) does
not use or hold and is not deemed to use or hold the Note in, or in the course of, carrying on a business in Canada; (d) is entitled
to receive all payments (including any interest and principal) made on the Note; (e) is not a, and deals at arm’s length with
any, “specified shareholder” of the Issuer for purposes of the thin capitalization rules in the Canadian Tax Act; and
(f) is not an entity in respect of which the Issuer 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.
Based on Canadian tax counsel’s understanding
of the Canada Revenue Agency’s administrative policies, and having regard to the terms of the Notes, interest payable on the
Notes should not be considered to be “participating debt interest” as defined in the Canadian Tax Act and accordingly,
a Non-Resident Holder should not be subject to Canadian non-resident withholding tax in respect of amounts paid or credited or deemed
to have been paid or credited by the Issuer on a Note as, on account of or in lieu of payment of, or in satisfaction of, interest.
Non-Resident Holders should consult their own
advisors regarding the consequences to them of a disposition of the Notes to a person with whom they are not dealing at arm’s
length for purposes of the Canadian Tax Act. |
Supplemental
Plan of Distribution (Conflicts of Interest) |
Pursuant to the terms of a distribution agreement,
CIBCWM will purchase the Notes from CIBC for distribution to UBS (the “Agent”). CIBCWM has agreed to sell to the Agent, and
the Agent has agreed to purchase, all of the Notes at the price to public less the underwriting discount set forth on the cover hereof.
The Agent may allow a concession to its affiliates not in excess of the underwriting discount set forth on the cover hereof.
CIBCWM is our affiliate, and is deemed to have
a conflict of interest under FINRA Rule 5121. In accordance with FINRA Rule 5121, CIBCWM may not make sales in this offering to any of
its discretionary accounts without the prior written approval of the customer.
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 selling commissions paid to CIBCWM and other affiliated or
unaffiliated dealers, the projected profits that our hedge counterparties, which may include our affiliates, expect to realize for assuming
risks inherent in hedging our obligations under the Notes and the estimated cost of hedging our obligations under the Notes. Because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging may result in a profit that
is more or less than expected, or it may result in a loss. We or one or more of our affiliates will retain any profits realized in hedging
our obligations under the Notes. See “Key Risks—The Bank’s Initial Estimated Value of the Notes 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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