Filed
Pursuant to Rule 424(b)(2)
Registration
No. 333-257113
PRICING
SUPPLEMENT dated June 20, 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
$ 16,820,000
Senior
Global Medium-Term Notes
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24,
2025 |
The
notes do not bear interest. The amount that you will be paid on your notes on the stated maturity date (June 24, 2025, subject
to adjustment) is based on the performance of the EURO STOXX 50® Index (the “underlier”) as measured from
the trade date to and including the determination date (June 20, 2025, subject to adjustment). If the final underlier level on the
determination date is greater than the initial underlier level (4,343.14, which was the closing level of the underlier on the
trade date), the return on your notes will be positive and will equal the upside participation rate of 1.7631 times the underlier return.
If the final underlier level is less than the initial underlier level, the return on your notes will be negative. You could lose your
entire investment in the notes.
To
determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in the final
underlier level from the initial underlier level. On the stated maturity date, for each $1,000 principal amount of your notes, you will
receive an amount in cash equal to:
| · | if
the underlier return is positive (i.e. the final underlier level is greater than
the initial underlier level), the sum of (i) $1,000 plus (ii) the
product of (a) $1,000 times (b) the upside participation rate of
1.7631 times (c) the underlier return; or |
| · | if
the underlier return is zero or negative (i.e. the final underlier level is
equal to or less than the initial underlier level), the sum of (i) $1,000
plus (ii) the product of (a) the underlier return times (b) $1,000.
If the underlier return is negative, this amount will be less than $1,000 and may be zero. |
The
notes have complex features and investing in the notes involves risks not associated with an investment in conventional debt securities.
See “Additional Risk Factors Specific to Your Notes” beginning on page PRS-8 of this Pricing Supplement and “Risk
Factors” beginning on page S-1 of the accompanying Underlying Supplement.
Our
estimated value of the notes on the trade date, based on our internal pricing models, is $973.30 per note. The estimated value is less
than the initial issue price of the notes. See “The Bank’s Estimated Value of the Notes” in this Pricing Supplement.
|
Initial
Issue Price |
Price
to Public |
Agent’s
Commission |
Proceeds
to Issuer |
Per
Note |
$1,000.00 |
100.00% |
2.00% |
98.00% |
Total |
$16,820,000.00 |
$16,820,000.00 |
$336,400.00 |
$16,483,600.00 |
The
notes are unsecured obligations of Canadian Imperial Bank of Commerce and all payments on the notes are subject to the credit risk of
Canadian Imperial Bank of Commerce. The notes will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S.
Federal Deposit Insurance Corporation or any other government agency or instrumentality of Canada, the United States or any other jurisdiction.
The notes are not bail-inable debt securities (as defined on page 6 of the Prospectus). The notes will not be listed on any U.S.
securities exchange.
Neither
the United States Securities and Exchange Commission (the “SEC”) nor any state or provincial securities commission has approved
or disapproved of these securities 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
issue price, agent’s commission and net proceeds listed above relate to the notes we will sell initially. We may decide to sell
additional notes after the trade date, at issue prices and with agent’s commissions and net proceeds that differ from the amounts
set forth above. The return (whether positive or negative) on your investment will depend in part on the issue price you pay for your
notes.
CIBC
World Markets Corp. or one of our other affiliates may use this Pricing Supplement in a market-making transaction in a note after its
initial sale. Unless we or our agent informs the purchaser otherwise in the confirmation of sale, this Pricing Supplement is being used
in a market-making transaction.
We
will deliver the notes in book-entry form through the facilities of The Depository Trust Company (“DTC”) on June 27,
2023 against payment in immediately available funds.
CIBC
Capital Markets
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
ABOUT
THIS PRICING SUPPLEMENT
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”), each relating to our Senior Global Medium-Term Notes, for additional information about
the notes. Information in this Pricing Supplement supersedes information in the accompanying Underlying Supplement, Prospectus Supplement
and Prospectus to the extent it is different from that information. Certain defined terms used but not defined herein have the meanings
set forth in the accompanying Underlying Supplement, Prospectus Supplement or Prospectus.
You
should rely only on the information contained in or incorporated by reference in this Pricing Supplement and the accompanying Underlying
Supplement, Prospectus Supplement and 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,
Prospectus Supplement and Prospectus, and in the documents referred to in these documents and which are made available to the public.
We have not, and CIBC World Markets Corp. (“CIBCWM”) has 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
are not, and CIBCWM is 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,
Prospectus Supplement or 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, Prospectus Supplement or Prospectus constitutes an offer, or an invitation on our behalf or on behalf of CIBCWM,
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.
You
may access the accompanying Underlying Supplement, Prospectus Supplement and 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
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
SUMMARY
INFORMATION
We
refer to the notes we are offering by this Pricing Supplement as the “offered notes” or the “notes”. Each
of the offered notes has the terms described below. Terms used but not defined in this Pricing Supplement have the meanings set forth
in the accompanying Underlying Supplement, Prospectus Supplement or Prospectus. This section is meant as a summary and should be
read in conjunction with the accompanying Prospectus, Prospectus Supplement and Underlying Supplement. This Pricing Supplement supersedes
any conflicting provisions of the documents listed above. |
Key
Terms
Issuer:
Canadian Imperial Bank of Commerce
Underlier:
The EURO STOXX 50® Index (Bloomberg symbol, “SX5E
Index”), as published by STOXX Limited
Specified
currency: U.S. dollars (“$”)
Principal
amount: Each note will have a principal amount of $1,000; $16,820,000
in the aggregate for all the offered notes; the aggregate principal amount of the offered notes may be increased if the Issuer, at its
sole option, decides to sell an additional amount of the offered notes on a date subsequent to the trade date.
Minimum
investment: $1,000 (one note)
Denominations:
$1,000 and integral multiples of $1,000 in excess thereof
Purchase
at amount other than principal amount: The amount we will pay you on
the stated maturity date for your notes will not be adjusted based on the issue price you pay for your notes, so if you acquire notes
at a premium (or a discount) to principal amount and hold them to the stated maturity date, it could affect your investment in a number
of ways. The return on your investment in such notes will be lower (or higher) than it would have been had you purchased the notes at
principal amount. See “Additional Risk Factors Specific to Your Notes — If You Purchase Your Notes at a Premium to Principal
Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Principal Amount and the Impact of Certain
Key Terms of the Notes Will Be Negatively Affected” in this Pricing Supplement.
Cash
settlement amount (on the stated maturity date): For each $1,000 principal
amount of your notes, we will pay you on the stated maturity date an amount in cash equal to:
| · | if
the final underlier level is greater than the initial underlier level, the sum
of (i) $1,000 plus (ii) the product of (a) $1,000 times
(b) the upside participation rate times (c) the underlier return; or |
| · | if
the final underlier level is equal to or less than the initial underlier level,
the sum of (i) $1,000 plus (ii) the product of (a) the
underlier return times (b) $1,000. If the final underlier level is less than
the initial underlier level, the cash settlement amount will be less than the principal amount
of the notes, and you will lose some or all of the principal amount. |
Upside
participation rate: 176.31%
Initial
underlier level: 4,343.14, which was the closing level of the underlier
on the trade date
Final
underlier level: The closing level of the underlier on the determination
date
Underlier
return: The quotient of (1) the final underlier level minus
the initial underlier level divided by (2) the initial underlier level, expressed as a positive or negative percentage
Trade
date: June 20, 2023
Original
issue date (settlement date): June 27, 2023
Determination
date: June 20, 2025, subject to adjustment as described under
“Certain Terms of the Notes—Valuation Dates” in the accompanying Underlying Supplement.
Stated
maturity date: June 24, 2025, subject to adjustment as described
under “Certain Terms of the Notes—Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date”
in the accompanying Underlying Supplement.
Market
disruption event: With respect to any given trading day, any of the
following will be a market disruption event with respect to the underlier:
| · | a
suspension, absence or material limitation of trading in underlier stocks (as defined below)
constituting 20% or more, by weight, of the underlier on their respective primary markets,
in each case for more than two consecutive hours of trading or during the one-half hour before
the close of trading in that market, as determined by the |
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
| | calculation
agent in its sole discretion, |
| | |
| · | a
suspension, absence or material limitation of trading in option or futures contracts, if
available, relating to the underlier or to underlier stocks constituting 20% or more, by
weight, of the underlier in their respective primary markets for those contracts, in each
case for more than two consecutive hours of trading or during the one-half hour before the
close of trading in that market, as determined by the calculation agent in its sole discretion,
or |
| · | underlier
stocks constituting 20% or more, by weight, of the underlier, or option or futures contracts,
if available, relating to the underlier or to underlier stocks constituting 20% or more,
by weight, of the underlier do not trade on what were the respective primary markets for
those underlier stocks or contracts, as determined by the calculation agent in its sole discretion, |
and,
in the case of any of these events, the calculation agent determines in its sole discretion that the event could materially interfere
with the ability of us or any of our affiliates or a similarly situated party to unwind all or a material portion of a hedge that could
be effected with respect to the notes. For more information about hedging by us and/or any of our affiliates, see “Use of Proceeds
and Hedging” in the accompanying Underlying Supplement.
The
following events will not be market disruption events with respect to the underlier:
| · | a
limitation on the hours or numbers of days of trading, but only if the limitation results
from an announced change in the regular business hours of the relevant market, and |
| · | a
decision to permanently discontinue trading in the option or futures contracts relating to
the underlier or to any underlier stock. |
For
this purpose, an “absence of trading” in the primary securities market on which an underlier stock, or on which option or
futures contracts, if available, relating to the underlier or to any underlier stock are traded will not include any time when that market
is itself closed for trading under ordinary circumstances. In contrast, a suspension or limitation of trading in an underlier stock or
in option or futures contracts, if available, relating to the underlier or to any underlier stock in the primary market for that stock
or those contracts, by reason of:
| · | a
price change exceeding limits set by that market, |
| · | an
imbalance of orders relating to that underlier stock or those contracts, or |
| · | a
disparity in bid and ask quotes relating to that underlier stock or those contracts, |
will
constitute a suspension or material limitation of trading in that underlier stock or those contracts in that market.
Closing
level: As described under “Certain Terms of the Notes ––
Certain Definitions –– Closing Level” in the accompanying Underlying Supplement
No
listing: The offered notes will not be listed on any securities exchange
Calculation
agent: Canadian Imperial Bank of Commerce. We may appoint a different
calculation agent without your consent and without notifying you
CUSIP
/ ISIN: 13607XJX6 / US13607XJX66
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
SUPPLEMENTAL
TERMS OF THE NOTES
For
purposes of the notes offered by this Pricing Supplement, all references to each of the following terms used in the accompanying Underlying
Supplement will be deemed to refer to the corresponding term used in this Pricing Supplement, as set forth in the table below:
Underlying
Supplement Term |
Pricing
Supplement Term |
|
|
Final
Valuation Date |
determination
date |
|
|
maturity
date |
stated
maturity date |
|
|
Reference
Asset |
underlier |
|
|
Index
Sponsor |
underlier
sponsor |
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
HYPOTHETICAL
EXAMPLES
The
following table and chart are provided for purposes of illustration only. They should not be taken as an indication or prediction of
future investment results and merely are intended to illustrate the impact that the various hypothetical final underlier levels on the
determination date could have on the cash settlement amount at maturity assuming all other variables remain constant.
The
examples below are based on a range of final underlier levels that are entirely hypothetical; the underlier level on any day throughout
the life of the notes, including the final underlier level on the determination date, cannot be predicted. The underlier has been highly
volatile in the past — meaning that the underlier level has changed considerably in relatively short periods — and its performance
cannot be predicted for any future period.
The
information in the following examples reflects hypothetical rates of return on the offered notes assuming that they are purchased on
the original issue date at the principal amount and held to the stated maturity date. If you sell your notes in a secondary market prior
to the stated maturity date, your return will depend upon the market value of your notes at the time of sale, which may be affected by
a number of factors that are not reflected in the table below, such as interest rates, the volatility of the underlier and the creditworthiness
of CIBC. In addition, the estimated value of your notes at the time the terms of your notes were set on the trade date (as determined
by reference to pricing models used by CIBC) is less than the original issue price of your notes. For more information on the estimated
value of your notes, see “Additional Risk Factors Specific to Your Notes — The Bank’s Estimated Value of the Notes
Is Lower Than the Original Issue Price (Price to Public) of the Notes” in this Pricing Supplement and “The Bank’s Estimated
Value of the Notes” in this Pricing Supplement. The information in the following hypothetical examples also reflects the key terms
and assumptions in the box below.
Key
Terms and Assumptions |
Principal
amount |
$1,000 |
Upside
participation rate |
176.31% |
Neither a market disruption event nor a non-trading day occurs
on the originally scheduled determination date
No change in or affecting any of the underlier
stocks or the method by which the underlier sponsor calculates the underlier
Notes purchased on original issue date at
the principal amount and held to the stated maturity date |
The
actual performance of the underlier over the life of your notes, as well as the cash settlement amount payable at maturity, if any, may
bear little relation to the hypothetical examples shown below or to the historical underlier levels shown elsewhere in this Pricing Supplement.
For information about the historical levels of the underlier during recent periods, see “The Underlier — Historical Closing
Levels of the Underlier” below. Before investing in the offered notes, you should consult publicly available information to determine
the levels of the underlier between the date of this Pricing Supplement and the date of your purchase of the offered notes.
Also,
the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S. tax treatment applicable
to your notes, tax liabilities could affect the after-tax rate of return on your notes to a comparatively greater extent than the after-tax
return on the underlier stocks.
The
levels in the left column of the table below represent hypothetical final underlier levels and are expressed as percentages of the initial
underlier level. The amounts in the right column represent the hypothetical cash settlement amounts, based on the corresponding hypothetical
final underlier level, and are expressed as percentages of the principal amount of a note (rounded to the nearest one-thousandth of a
percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash payment that we would deliver for
each $1,000 of the outstanding principal amount of the offered notes on the stated maturity date would equal 100.000% of the principal
amount of a note, based on the corresponding hypothetical final underlier level and the assumptions noted above.
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
Hypothetical Final Underlier Level
(as Percentage of Initial Underlier Level)
|
Hypothetical Cash Settlement Amount
(as Percentage of Principal Amount)
|
200.000% |
276.310% |
175.000% |
232.233% |
150.000% |
188.155% |
125.000% |
144.078% |
120.000% |
135.262% |
110.000% |
117.631% |
105.000% |
108.816% |
100.000% |
100.000% |
90.000% |
90.000% |
75.000% |
75.000% |
60.000% |
60.000% |
50.000% |
50.000% |
25.000% |
25.000% |
10.000% |
10.000% |
0.000% |
0.000% |
If,
for example, the final underlier level were determined to be 25.000% of the initial underlier level, the cash settlement amount that
we would deliver on your notes at maturity would be 25.000% of the principal amount of your notes, as shown in the table above. As a
result, if you purchased your notes on the original issue date at the principal amount and held them to the stated maturity date, you
would lose 75.000% of your investment (if you purchased your notes at a premium to principal amount you would lose a correspondingly
higher percentage of your investment). If the final underlier level were determined to be 0.000% of the initial underlier level, you
would lose your entire investment in the notes.
The
following chart shows a graphical illustration of the hypothetical cash settlement amounts that we would pay on your notes on the stated
maturity date, if the final underlier level were any of the hypothetical levels shown on the horizontal axis. The hypothetical cash settlement
amounts in the chart are expressed as percentages of the principal amount of your notes and the hypothetical final underlier levels are
expressed as percentages of the initial underlier level. The chart shows that any hypothetical final underlier level of less than 100.000%
(the section left of the 100.000% marker on the horizontal axis) would result in a hypothetical cash settlement amount of less than 100.000%
of the principal amount of your notes (the section below the 100.000% marker on the vertical axis) and, accordingly, in a loss of principal
to the holder of the notes.
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
|
![](https://content.edgar-online.com/edgar_conv_img/2023/06/22/0001104659-23-073721_tm2317535d71_424b2img02.jpg)
![](https://content.edgar-online.com/edgar_conv_img/2023/06/22/0001104659-23-073721_tm2317535d71_424b2img03.jpg)
|
The
cash settlement amounts at maturity shown above are entirely hypothetical; they are based on market prices for the underlier stocks that
may not be achieved on the determination date and on assumptions that may prove to be erroneous. The actual market value of your notes
on the stated maturity date or at any other time, including any time you may wish to sell your notes, may bear little relation to the
hypothetical cash settlement amounts at maturity shown above, and these amounts should not be viewed as an indication of the financial
return on an investment in the offered notes. The hypothetical cash settlement amounts on notes held to the stated maturity date in the
examples above assume you purchased your notes at their principal amount and have not been adjusted to reflect the actual issue price
you pay for your notes. The return on your investment (whether positive or negative) in your notes will be affected by the amount you
pay for your notes. If you purchase your notes for a price other than the principal amount, the return on your investment will differ
from, and may be significantly lower than, the hypothetical returns suggested by the above examples. Please read “Risk Factors—
Market Valuation Risks— The market value of the notes will be affected by various factors that interrelate in complex ways, and
their market value may be less than the principal amount” in the accompanying Underlying Supplement.
Payments
on the notes are economically equivalent to the amounts that would be paid on a combination of other instruments. For example, payments
on the notes are economically equivalent to a combination of an interest-bearing bond bought by the holder and one or more options entered
into between the holder and us (with one or more implicit option premiums paid over time). The discussion in this paragraph does not
modify or affect the terms of the notes or the U.S. federal income tax treatment of the notes, as described elsewhere in this Pricing
Supplement.
We
cannot predict the actual final underlier level or what the market value of your notes will be on any particular trading day, nor
can we predict the relationship between the underlier level and the market value of your notes at any time prior to the stated maturity
date. The actual amount that you will receive, if any, at maturity and the rate of return on the offered notes will depend on the
actual final underlier level determined by the calculation agent as described above. Moreover, the assumptions on which the hypothetical
returns are based may turn out to be inaccurate. Consequently, the amount of cash to be paid in respect of your notes, if any, on
the stated maturity date may be very different from the information reflected in the table and chart above. |
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
ADDITIONAL
RISK FACTORS SPECIFIC TO YOUR NOTES
An
investment in your notes is subject to the risks described below, as well as the risks and considerations described under “Risk
Factors” in the accompanying Prospectus, Prospectus Supplement and Underlying Supplement. You should carefully review these
risks and considerations as well as the terms of the notes described herein and in the accompanying Prospectus, Prospectus Supplement
and Underlying Supplement. Your notes are a riskier investment than ordinary debt securities. Also, your notes are not equivalent
to investing directly in the underlier stocks, i.e., the stocks comprising the underlier to which your notes are linked. You should
carefully consider whether the offered notes are suited to your particular circumstances. |
Structure
Risks
You
May Lose Your Entire Investment in the Notes
You
may lose your entire investment in the notes. The cash payment on your notes, if any, on the stated maturity date will be based on the
performance of the underlier as measured from the initial underlier level to the closing level on the determination date. If the final
underlier level is less than the initial underlier level, you will lose, for each $1,000 of the principal amount of your notes, an amount
equal to the product of (i) the underlier return times (ii) $1,000. Thus, you may lose your entire investment in the notes,
which would include any premium to principal amount you paid when you purchased the notes.
Also,
the market price of your notes prior to the stated maturity date may be significantly lower than the purchase price you pay for your
notes. Consequently, if you sell your notes before the stated maturity date, you may receive significantly less than the amount of your
investment in the notes.
The
Amount Payable on Your Notes Is Not Linked to the Level of the Underlier at Any Time Other than the Determination Date
The
final underlier level will be the closing level of the underlier on the determination date (subject to adjustment as described in the
accompanying Underlying Supplement). Therefore, if the closing level of the underlier dropped precipitously on the determination date,
the cash settlement amount for your notes may be significantly less than it would have been had the cash settlement amount been linked
to the closing level of the underlier prior to such drop in the level of the underlier. Although the actual level of the underlier on
the stated maturity date or at other times during the life of your notes may be higher than the final underlier level, you will not benefit
from the closing level of the underlier at any time other than on the determination date.
Your
Notes Do Not Bear Interest
You
will not receive any interest payments on your notes. As a result, even if the cash settlement amount payable for your notes on the stated
maturity date exceeds the principal amount of your notes, the overall return you earn on your notes may be less than you would have earned
by investing in a non-index-linked debt security of comparable maturity that bears interest at a prevailing market rate.
Underlier
Risks
An
Investment in the Notes Is Subject to Risks Associated with Foreign Securities
The
value of your notes is linked to an underlier that is comprised of stocks from one or more foreign securities markets. Investments linked
to the value of foreign equity securities involve particular risks. Any foreign securities market may be less liquid, more volatile and
affected by global or domestic market developments in a different way than are the U.S. securities market or other foreign securities
markets. Both government intervention in a foreign securities market, either directly or indirectly, and cross-shareholdings in foreign
companies, may affect trading prices and volumes in that market. Also, there is generally less publicly available information about foreign
companies than about those U.S. companies that are subject to the reporting requirements of the SEC. Further, foreign companies are subject
to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies.
The
prices of securities in a foreign country are subject to political, economic, financial and social factors that are unique to such foreign
country's geographical region. These factors include: recent changes, or the possibility of future changes, in the applicable foreign
government's economic and fiscal policies; the possible implementation of, or changes in, currency exchange laws or other laws or restrictions
applicable to foreign companies or investments in foreign equity securities;
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
fluctuations,
or the possibility of fluctuations, in currency exchange rates; and the possibility of outbreaks of hostility, political instability,
natural disaster or adverse public health developments. The United Kingdom ceased to be a member of the European Union on January 31,
2020 (an event commonly referred to as “Brexit”). The effects of Brexit are uncertain, and, among other things, Brexit has
contributed, and may continue to contribute, to volatility in the prices of securities of companies located in Europe (or elsewhere)
and currency exchange rates, including the valuation of the euro and British pound in particular. Any one of these factors, or the combination
of more than one of these factors, could negatively affect such foreign securities market and the price of securities therein. Further,
geographical regions may react to global factors in different ways, which may cause the prices of securities in a foreign securities
market to fluctuate in a way that differs from those of securities in the U.S. securities market or other foreign securities markets.
Foreign economies may also differ from the U.S. economy in important respects, including growth of gross national product, rate of inflation,
capital reinvestment, resources and self-sufficiency, which may have a positive or negative effect on foreign securities prices.
You
Have No Shareholder Rights or Rights to Receive Any Underlier Stock
Investing
in the notes will not make you a holder of any of the underlier stocks. Neither you nor any other holder or owner of the notes will have
any rights with respect to the underlier stocks, including any voting rights, any right to receive dividends or other distributions,
any rights to make a claim against the underlier stocks or any other rights of a holder of the underlier stocks. Your notes will be paid
in cash and you will have no right to receive delivery of any underlier stocks.
We
Cannot Control Actions By Any of the Unaffiliated Companies Whose Securities Are Included in the Underlier
Actions
by any company whose securities are included in the underlier may have an adverse effect on the price of its security, the final underlier
level and the value of the notes. These companies will not be involved in the offering of the notes and will have no obligations with
respect to the notes, including any obligation to take our or your interests into consideration for any reason. These companies will
not receive any of the proceeds of the offering of the notes and will not be responsible for, and will not have participated in, the
determination of the timing of, prices for, or quantities of, the notes to be issued. These companies will not be involved with the administration,
marketing or trading of the notes and will have no obligations with respect to the cash settlement amount to be paid to you at maturity.
We
and Our Respective Affiliates Have No Affiliation with the Underlier Sponsor and Have Not Independently Verified Its Public Disclosure
of Information
We
and our respective affiliates are not affiliated in any way with the underlier sponsor and have no ability to control or predict its
actions, including any errors in or discontinuation of disclosure regarding the methods or policies relating to the calculation of the
underlier. We have derived the information about the underlier sponsor and the underlier contained herein from publicly available information,
without independent verification. You, as an investor in the notes, should make your own investigation into the underlier and the underlier
sponsor. The underlier sponsor is not involved in the offering of the notes made hereby in any way and has no obligation to consider
your interest as an owner of notes in taking any actions that might affect the value of the notes.
The
Historical Performance of the Underlier Should Not Be Taken as an Indication of Its Future Performance
The
final underlier level will determine the amount to be paid on the notes at maturity. The historical performance of the underlier does
not necessarily give an indication of its future performance. As a result, it is impossible to predict whether the level of the underlier
will rise or fall during the term of the notes. The level of the underlier will be influenced by complex and interrelated political,
economic, financial and other factors.
Conflicts
of Interest
Certain
Business, Trading and Hedging Activities of Us, the Agent, and Our Other Affiliates May Create Conflicts with Your Interests and
Could Potentially Adversely Affect the Value of the Notes
We,
the agent, and our other affiliates may engage in trading and other business activities related to the underlier or any securities included
in the underlier that are not for your account or on your behalf. We, the agent, and our other affiliates also may issue or underwrite
other financial instruments with returns based upon the underlier. These activities may present a conflict of interest between your interest
in the notes and the interests that we, the agent, and our other 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. These trading
and other business activities, if they affect the level of the underlier or secondary trading in your notes, could be adverse to your
interests as a beneficial owner of the notes.
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
Moreover,
we and our affiliates play a variety of roles in connection with the issuance of the notes, including hedging our obligations under the
notes and making the assumptions and inputs used to determine the pricing of the notes and the initial estimated value of the notes when
the terms of the notes are set. We expect to hedge our obligations under the notes through the agent, one of our other 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 the underlier 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, the agent, and our other 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, the agent, one or more of our other 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, the agent, our other affiliates or any unaffiliated counterparty receive for the sale of
the notes, which creates an additional incentive to sell the notes to you. We, the agent, our other 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, among other things, determine the cash settlement amount payable at maturity of the notes. We will serve as the
calculation agent. We may appoint a different calculation agent without your consent and without notifying you. The calculation agent
will exercise its judgment when performing its functions. For example, the calculation agent may have to determine whether a market disruption
event affecting the underlier has occurred. 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 or a similarly situated party to unwind
our hedge positions. Since this determination by the calculation agent will affect the payment at maturity on the notes, the calculation
agent may have a conflict of interest if it needs to make a determination of this kind. See “Certain Terms of the Notes —
Role of the Calculation Agent” in the accompanying Underlying Supplement.
Tax
Risks
The
U.S. Federal Tax Consequences of An Investment in the Notes Are Unclear
There
is no direct legal authority regarding the proper U.S. federal tax treatment of the notes, and we do not plan to request a ruling from
the U.S. Internal Revenue Service (the “IRS”). Consequently, significant aspects of the tax treatment of the notes are uncertain,
and the IRS or a court might not agree with the treatment of the notes as prepaid cash-settled derivative contracts. If the IRS were
successful in asserting an alternative treatment of the notes, the tax consequences of the ownership and disposition of the notes might
be materially and adversely affected. The U.S. Treasury Department and the IRS released a notice requesting comments on various issues
regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. See “Material
U.S. Federal Income Tax Consequences” in the accompanying Underlying Supplement. Any Treasury regulations or other guidance promulgated
after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, including
the character and timing of income or loss and the degree, if any, to which income realized by non-U.S. persons should be subject to
withholding tax, possibly with retroactive effect. Both U.S. and non-U.S. persons considering an investment in the notes should review
carefully the section of the accompanying Underlying Supplement entitled “Material U.S. Federal Income Tax Consequences”
and consult their tax advisers regarding the U.S. federal tax consequences of an investment in the notes (including possible alternative
treatments and the issues presented by the notice), as well as tax consequences arising under the laws of any state, local or non-U.S.
taxing jurisdiction.
There
Can Be No Assurance that the Canadian Federal Income Tax Consequences of an Investment in the Notes Will Not Change in the Future
There
can be no assurance that Canadian federal income tax laws, the judicial interpretation thereof, or the administrative policies and assessing
practices of the Canada Revenue Agency will not be changed in a manner that adversely affects investors. For a discussion of the Canadian
federal income tax consequences of investing in the notes, please read the section of this Pricing Supplement entitled “Certain
Canadian Federal Income Tax Considerations” as well as the section entitled “Material Income Tax Consequences — Canadian
Taxation” in the accompanying Prospectus. You should consult your tax advisor with respect to your own particular situation.
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
General
Risks
The
Notes Are Subject to the Credit Risk of the Bank
Although
the return on the notes will be based on the performance of the underlier, the payment of any amount due on the notes is subject to the
credit risk of the Bank, as issuer of the notes. The notes are our unsecured obligations. As further described in the accompanying Prospectus
and Prospectus Supplement, the notes will rank on par with all of the other unsecured and unsubordinated debt obligations of the Bank,
except such obligations as may be preferred by operation of law. Investors are dependent on our ability to pay all amounts due on the
notes, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. See
“Description of Senior Debt Securities — Ranking” in the accompanying Prospectus.
The
Bank’s Estimated Value of the Notes Is Lower Than the Original Issue Price (Price to Public) of the Notes
The
Bank’s estimated value is only an estimate using several factors. The original issue price of the notes exceeds the Bank’s
estimated value because costs associated with selling and structuring the notes, as well as hedging the notes, are included in the original
issue price of the notes. See “The Bank’s Estimated Value of the Notes” in this Pricing Supplement.
The
Bank’s Estimated Value Does Not Represent Future Values of the Notes and May Differ from Others’ Estimates
The
Bank’s estimated value of the notes 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 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 than or less than the Bank’s 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 value of the notes could change significantly based on, among other things, changes in market conditions, our creditworthiness,
interest rate movements and other relevant factors, which may impact the price, if any, at which CIBCWM or any other person would be
willing to buy notes from you in secondary market transactions. See “The Bank’s Estimated Value of the Notes” in this
Pricing Supplement.
The
Bank’s Estimated Value 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 estimated value generally represents a discount from the credit spreads
for our conventional fixed-rate debt. If the Bank were to have used the interest rate implied by our conventional fixed-rate credit spreads,
we would expect the economic terms of the notes to be more favorable to you. Consequently, our use of an internal funding rate had an
adverse effect on the terms of the notes and could have an adverse effect on any secondary market prices of the notes. See “The
Bank’s Estimated Value of the Notes” in this Pricing Supplement.
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 may 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. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the notes to maturity.
We
May Sell an Additional Aggregate Principal Amount of the Notes at a Different Issue Price
At
our sole option, we may decide to sell an additional aggregate principal amount of the notes subsequent to the trade date. The issue
price of the notes in the subsequent sale may differ substantially (higher or lower) from the original issue price you paid as provided
on the cover of this Pricing Supplement.
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
If
You Purchase Your Notes at a Premium to Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased
at Principal Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected
The
cash settlement amount will not be adjusted based on the issue price you pay for the notes. If you purchase notes at a price that differs
from the principal amount of the notes, then the return on your investment in such notes held to the stated maturity date will differ
from, and may be substantially less than, the return on notes purchased at principal amount. If you purchase your notes at a premium
to principal amount and hold them to the stated maturity date, the return on your investment in the notes will be lower than it would
have been had you purchased the notes at principal amount or a discount to principal amount.
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
THE
UNDERLIER
The
EURO STOXX 50® Index
The
underlier consists of 50 component stocks of market sector leaders from within the Eurozone. The underlier and STOXX®
are the intellectual property (including registered trademarks) of STOXX Limited, Zurich, Switzerland and/or its licensors (the “Licensors”),
which are used under license. The notes based on the underlier are in no way sponsored, endorsed, sold or promoted by STOXX Limited and
its Licensors and neither STOXX Limited nor any of its Licensors shall have any liability with respect thereto. For additional information
about the underlier, see the information set forth under “Index Descriptions—The EURO STOXX 50® Index”
beginning on page S-12 of the accompanying Underlying Supplement.
In
addition, information about the underlier may be obtained from other sources including, but not limited to, the underlier sponsor’s
website (including information regarding the underlier’s (i) top ten constituents and their weightings, (ii) sector weightings
and (iii) country weightings). We are not incorporating by reference into this pricing supplement the website or any material it
includes. None of us, CIBCWM or any of our other affiliates makes any representation that such publicly available information regarding
the underlier is accurate or complete.
Historical
Closing Levels of the Underlier
The
closing level of the underlier has fluctuated in the past and may, in the future, experience significant fluctuations. Any historical
upward or downward trend in the closing level of the underlier during the period shown below is not an indication that the underlier
is more or less likely to increase or decrease at any time during the life of your notes.
You
should not take the historical levels of the underlier as an indication of the future performance of the underlier. We
cannot give you any assurance that the future performance of the underlier or the underlier stocks will result in your receiving an amount
greater than the outstanding principal amount of your notes on the stated maturity date.
None
of us, CIBCWM or any of our other affiliates makes any representation to you as to the performance of the underlier. Before investing
in the offered notes, you should consult publicly available information to determine the levels of the underlier between the date of
this Pricing Supplement and the date of your purchase of the offered notes. The actual performance of the underlier over the life of
the offered notes, as well as the cash settlement amount at maturity, may bear little relation to the historical closing levels shown
below.
The
graph below shows the daily historical closing levels of the underlier from June 20, 2013 through June 20, 2023. On June 20,
2023, the closing level of the underlier was 4,343.14. We obtained the closing levels in the graph below from Bloomberg Financial Services,
without independent verification.
Historical
Performance of the EURO STOXX 50® Index
|
![](https://content.edgar-online.com/edgar_conv_img/2023/06/22/0001104659-23-073721_tm2317535d71_424b2img04.jpg) |
Source: Bloomberg
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
THE
BANK’S ESTIMATED VALUE OF THE NOTES
The
Bank’s 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 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 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 “Additional Risk
Factors Specific to Your Notes — The Bank’s Estimated Value 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 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 “Additional Risk Factors Specific to
Your Notes — The Bank’s Estimated Value Does Not Represent Future Values of the Notes and May Differ from Others’
Estimates” in this Pricing Supplement.
The
Bank’s estimated value of the notes is lower than the original issue price of the notes because costs associated with selling,
structuring and hedging the notes are included in the original 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 “Additional Risk Factors Specific to Your Notes
— The Bank’s Estimated Value of the Notes Is Lower Than the Original Issue Price (Price to Public) of the Notes” in
this Pricing Supplement.
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
SUPPLEMENTAL
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
Pursuant
to the terms of a distribution agreement, the Bank will sell to CIBCWM, and CIBCWM will purchase from the Bank, the aggregate principal
amount of the offered notes specified on the front cover of this Pricing Supplement. CIBCWM proposes initially to offer the notes to
the public at the price to public set forth on the cover page of this Pricing Supplement, and to certain unaffiliated securities
dealers at such price less a concession not in excess of 2.00% of the principal amount. A fee will also be paid to SIMON Markets LLC
(“SIMON”), a broker-dealer with no affiliation with us, for providing certain electronic platform services with respect to
this offering. An affiliate of Goldman Sachs & Co. LLC, who is acting as a dealer in connection with the distribution of the
notes, holds an indirect minority equity interest in SIMON.
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 June 27, 2023, which is the fifth scheduled business day
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 notes on any date prior to two business days before delivery will be required, by virtue of the fact that the notes will
settle in five business days (T + 5), to specify alternative settlement arrangements to prevent a failed settlement.
While
CIBCWM may make markets in the notes, it is under no obligation to do so and may discontinue any market-making activities at any time
without notice. The price that it makes available from time to time after the issue 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 three 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 original 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. 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, as set forth above. These costs and profits
will likely reduce the secondary market price, if any secondary market develops, for the notes.
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
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 the discussion entitled “Material U.S. Federal
Income Tax Consequences” in the accompanying Underlying Supplement, which you should carefully review prior to investing in the
notes.
The
U.S. federal income tax considerations of your investment in the notes are uncertain. No statutory, judicial or administrative authority
directly discusses how the notes should be treated for U.S. federal income tax purposes. In the opinion of our tax counsel, Mayer Brown
LLP, it would generally be reasonable to treat the notes as prepaid cash-settled derivative contracts. Pursuant to the terms of the notes,
you agree to treat the notes in this manner for all U.S. federal income tax purposes. If this treatment is respected, you should generally
recognize capital gain or loss upon the sale, exchange 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.
The
expected characterization of the notes is not binding on 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. Such alternate treatments could include a requirement that a holder accrue ordinary income over the life of the notes or
treat all gain or loss at maturity as ordinary gain or loss. For a more detailed discussion of certain alternative characterizations
with respect to 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 accompanying 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.
With
respect to the discussion in the Underlying Supplement regarding “dividend equivalent” payments, the Internal Revenue Service
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.
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
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 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.
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
VALIDITY
OF THE NOTES
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.
Leveraged
EURO STOXX 50® Index-Linked Notes due June 24, 2025
We
have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference
in this Pricing Supplement or the accompanying Underlying Supplement, Prospectus Supplement or Prospectus. We take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither this Pricing Supplement
nor the accompanying Underlying Supplement, Prospectus Supplement or Prospectus is an offer to sell only the notes offered hereby, but
only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this Pricing Supplement and the
accompanying Underlying Supplement, Prospectus Supplement and Prospectus is current only as of the respective dates of such documents.
TABLE
OF CONTENTS
|
|
|
|
Pricing
Supplement |
|
|
|
|
Page |
About
this Pricing Supplement |
PRS-1 |
Summary
Information |
PRS-2 |
Supplemental
Terms of the Notes |
PRS-4 |
Hypothetical
Examples |
PRS-5 |
Additional
Risk Factors Specific to Your Notes |
PRS-8 |
The
Underlier |
PRS-13 |
The
Bank’s Estimated Value of the Notes |
PRS-14 |
Supplemental
Plan of Distribution (Conflicts of Interest) |
PRS-15 |
United
States Federal Income Tax Considerations |
PRS-16 |
Certain
Canadian Federal Income Tax Considerations |
PRS-17 |
Validity
of the Notes |
PRS-18 |
|
|
Equity
Index Underlying Supplement dated September 2, 2021 |
|
|
|
Risk
Factors |
S-1 |
Use
of Proceeds and Hedging |
S-9 |
Index
Descriptions |
S-10 |
The
Dow Jones Industrial Average® |
S-10 |
The
EURO STOXX 50® Index |
S-12 |
The
EURO STOXX® Banks Index |
S-14 |
The
FTSE® 100 Index |
S-15 |
The
Hang Seng® Index |
S-17 |
The
JPX-Nikkei Index 400 |
S-19 |
The
MSCI Indices |
S-21 |
The
Nasdaq-100® Index |
S-26 |
The
Nikkei Stock Average Index |
S-29 |
The
Russell Indices |
S-31 |
The
S&P®/ASX 200 Index |
S-35 |
The
S&P Select Industry Indices |
S-38 |
The
S&P Select Sector Indices |
S-41 |
The
S&P U.S. Indices |
S-45 |
The
Swiss Market Index® |
S-50 |
The
TOPIX® Index |
S-52 |
Certain
Terms of the Notes |
S-54 |
The
Bank’s Estimated Value of the Notes |
S-60 |
Material
Canadian Federal Income Tax Consequences |
S-61 |
Material
U.S. Federal Income Tax Consequences |
S-61 |
|
|
Prospectus
Supplement dated September 2, 2021 |
|
|
|
About
this Prospectus Supplement |
S-1 |
Risk
Factors |
S-1 |
Use
of Proceeds |
S-16 |
Description
of the Notes We May Offer |
S-17 |
Supplemental
Plan of Distribution (Conflicts of Interest) |
S-48 |
|
|
Prospectus
dated September 2, 2021 |
|
|
|
About
this Prospectus |
i |
Forward-Looking
Statements |
i |
Available
Information |
iii |
Documents
Incorporated by Reference |
iii |
Presentation
of Financial Information |
iv |
Canadian
Imperial Bank of Commerce |
iv |
Risk
Factors |
1 |
Use
of Proceeds |
1 |
Description
of Senior Debt Securities |
1 |
Material
Income Tax Consequences |
23 |
Plan
of Distribution (Conflicts of Interest) |
33 |
Certain
Considerations for U.S. Plan Investors |
37 |
Limitations
on Enforcement of U.S. Laws Against CIBC, Its Management and Others |
38 |
Validity
of Securities |
39 |
Experts |
39 |
$16,820,000
Canadian Imperial Bank of
Commerce
Senior Global Medium-Term
Notes
Leveraged EURO STOXX
50® Index-Linked Notes
due June 24,
2025 |
![](https://content.edgar-online.com/edgar_conv_img/2023/06/22/0001104659-23-073721_tm2317535d71_424b2img05.jpg)
CIBC
Capital Markets
Canadian Imperial Bank (PK) (USOTC:CNDIF)
Historical Stock Chart
From Jul 2024 to Aug 2024
Canadian Imperial Bank (PK) (USOTC:CNDIF)
Historical Stock Chart
From Aug 2023 to Aug 2024