Filed Pursuant to Rule 424(b)(2)
Registration No. 333-272447
Pricing Supplement dated January 22, 2025
(To Equity Index Underlying Supplement dated September 5, 2023,
Prospectus Supplement dated September 5, 2023, and Prospectus dated September 5, 2023) |
 |
Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
$9,257,000
Capped Leveraged Buffered Notes Linked to the S&P 500® Index due February 25, 2026
| · | The Capped Leveraged Buffered Notes (the “notes”) provide a 1.5-to-1 upside exposure to
any increases in the S&P 500® Index (the “Index”), subject to a Maximum Return of 11.20%. If the level
of the Index decreases, investors will be subject to 1-to-1 downside exposure to any decrease in the level of the Index beyond a 10% decline.
Accordingly, you may lose up to 90% of the principal amount. |
| · | For each $1,000 in principal amount of the notes, the Payment at Maturity will be a cash amount equal
to: |
| o | If the Final Level is greater than the Initial Level, the lesser of: |
(1)
$1,000 + ($1,000 × Percentage Change × 150%); and
(2) $1,000 + ($1,000 × Maximum Return)
| o | If the Final Level is equal to or less than the Initial Level but greater than or equal to the Buffer
Level: |
$1,000
| o | If the Final Level is less than the Buffer Level: |
$1,000
+ [$1,000 × (Percentage Change + 10%)]
| · | The notes do not pay interest. |
| · | The notes will not be listed on any securities exchange. |
| · | The notes will be issued in minimum denomination of $1,000 and integral multiples of $1,000. |
The notes are unsecured obligations of the Bank and any payment
on the notes is subject to the credit risk of the Bank. 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).
Neither the Securities and Exchange Commission (the “SEC”)
nor any state or provincial securities commission has approved or disapproved of these 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.
Investing
in the notes involves risks not associated with an investment in ordinary debt securities. See “Additional Risk Factors”
beginning on page PS-7 of this pricing supplement, and “Risk Factors” beginning on page S-1 of the accompanying underlying
supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.
| |
Price to Public (Initial Issue Price)(1) |
Underwriting Discount (1)(2) |
Proceeds to Issuer |
| Per Note |
$1,000.00 |
$6.00 |
$994.00 |
| Total |
$9,257,000.00 |
$55,542.00 |
$9,201,458.00 |
| (1) | Because certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo
some or all of their commissions or selling concessions, the price to public for investors purchasing the notes in these accounts will
be $994.00 per note. |
| (2) | CIBC World Markets Corp. (“CIBCWM”), acting as agent for the Bank, will receive a commission
of $6.00 (0.60%) per $1,000 principal amount of the notes. CIBCWM may use a portion or all of its commission to allow selling concessions
to other dealers in connection with the distribution of the notes. The other dealers may forgo, in their sole discretion, some or all
of their selling concessions. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-13 of this pricing
supplement. |
The initial estimated value of the notes on the Trade Date as determined
by the Bank is $994.40 per $1,000 principal amount of the notes, which is less than the price to public. See “The Bank’s Estimated
Value of the Notes” in this pricing supplement.
We will deliver the notes in book-entry form through the facilities
of The Depository Trust Company (“DTC”) on January 27, 2025 against payment in immediately available funds.
CIBC Capital Markets
ADDITIONAL
TERMS OF THE NOTES
You should read this pricing supplement together with the prospectus
dated September 5, 2023 (the “prospectus”), the prospectus supplement dated September 5, 2023 (the “prospectus supplement”)
and the Equity Index Underlying Supplement dated September 5, 2023 (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, CIBCWM and our other 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 and CIBCWM 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 or 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 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):
SUMMARY
The
information in this “Summary” section is qualified by the more detailed information set forth in the underlying supplement,
the prospectus supplement and the prospectus. See “Additional Terms of the Notes” in this pricing supplement.
| Issuer: |
Canadian Imperial Bank of Commerce |
| Reference Asset: |
The S&P 500® Index (Bloomberg ticker: SPX) |
| Principal Amount: |
$1,000 per note |
| Aggregate Principal Amount: |
$9,257,000 |
| Term: |
Approximately 13 months |
| Strike Date: |
January 21, 2025 |
| Trade Date: |
January 22, 2025 |
| Original Issue Date: |
January 27, 2025 |
| Valuation Period: |
February 6, 2026, February 9, 2026, February 10, 2026, February 11, 2026, February 12, 2026, February 13, 2026, February 17, 2026, February 18, 2026, February 19, 2026 and February 20, 2026 (each, a “Valuation Date”), subject to postponement as described under “Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset Is a Single Index” in the underlying supplement. |
| Maturity Date: |
February 25, 2026, subject to postponement as described under “Certain Terms of the Notes— Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the underlying supplement. |
| Payment at Maturity: |
For each $1,000 in principal amount of the notes, the Payment at Maturity
will be a cash amount equal to:
·
If the Final Level is greater than the Initial Level, the lesser of:
(1)
$1,000 + ($1,000 × Percentage Change × Upside Participation Rate); and
(2)
$1,000 + ($1,000 × Maximum Return)
·
If the Final Level is equal to or less than the Initial Level but greater than or equal to the Buffer
Level:
$1,000
·
If the Final Level is less than the Buffer Level:
$1,000 + [$1,000 × (Percentage Change + Buffer Amount)]
In this case, you will lose 1% of the principal amount
for each 1% decrease in the level of the Index by more than 10%. Accordingly, you may lose up to 90% of the principal amount. |
| Upside Participation Rate: |
150% |
| Maximum Return: |
11.20% |
| Buffer Amount: |
10% |
| Buffer Level: |
5,444.32, which is 90% of the Initial Level (rounded to two decimal places). |
| Percentage Change: |
Final
Level – Initial Level, expressed as a percentage.
Initial Level |
| Initial Level: |
6,049.24, which was the Closing Level of the Index on the Strike Date. |
| Final Level: |
The arithmetic average of the Closing Levels of the Index on each of the Valuation Dates. |
| Calculation Agent: |
Canadian Imperial Bank of Commerce. |
| CUSIP/ISIN: |
13607XVJ3 / US13607XVJ35 |
| Fees and Expenses: |
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. |
HYPOTHETICAL
PAYMENT AT MATURITY
The following table and examples are provided for illustrative purposes
only and are hypothetical. They do not purport to be representative of every possible scenario concerning increases or decreases in the
Final Level relative to the Initial Level. We cannot predict the Closing Level of the Index at any time during the term of the notes,
including the Valuation Dates. The assumptions we have made in connection with the illustrations set forth below may not reflect actual
events. You should not take this illustration or these examples as an indication or assurance of the expected performance of the Index
or return on the notes. The numbers appearing in the table below and following examples have been rounded for ease of analysis.
The table below illustrates the Payment at Maturity on a $1,000 investment
in the notes for a hypothetical range of Percentage Changes of the Index from -100% to +100%. The following results are based solely on
the assumptions outlined below. The “Hypothetical Return on the Notes” as used below is the number, expressed as a percentage,
that results from comparing the Payment at Maturity per $1,000 principal amount to $1,000. The potential returns described below assume
that the notes are held to maturity. The following table and examples are based on the following terms:
| Principal Amount: |
$1,000 |
| |
|
| Upside Participation Rate: |
150% |
| |
|
| Maximum Return: |
11.20% |
| |
|
| Buffer Amount: |
10% |
| |
|
| Hypothetical Initial Level: |
1,000 |
| |
|
| Hypothetical Buffer Level: |
900 (90% of the Initial Level) |
Hypothetical Final
Level |
Hypothetical
Percentage Change |
Hypothetical Payment at
Maturity |
Hypothetical Return on
the Notes |
| 2,000.00 |
100.00% |
$1,112.00 |
11.20% |
| 1,750.00 |
75.00% |
$1,112.00 |
11.20% |
| 1,500.00 |
50.00% |
$1,112.00 |
11.20% |
| 1,250.00 |
25.00% |
$1,112.00 |
11.20% |
| 1,200.00 |
20.00% |
$1,112.00 |
11.20% |
| 1,074.70 |
7.47% |
$1,112.00 |
11.20%(1) |
| 1,050.00 |
5.00% |
$1,075.00 |
7.50% |
| 1,020.00 |
2.00% |
$1,030.00 |
3.00% |
| 1,000.00(2) |
0.00% |
$1,000.00 |
0.00% |
| $950.00 |
-5.00% |
$1,000.00 |
0.00% |
| 900.00(3) |
-10.00% |
$1,000.00 |
0.00% |
| 850.00 |
-15.00% |
$950.00 |
-5.00% |
| 800.00 |
-20.00% |
$900.00 |
-10.00% |
| 700.00 |
-30.00% |
$800.00 |
-20.00% |
| 500.00 |
-50.00% |
$600.00 |
-40.00% |
| 250.00 |
-75.00% |
$350.00 |
-65.00% |
| 0.00 |
-100.00% |
$100.00 |
-90.00% |
| (1) | The return on the notes cannot exceed the Maximum Return. |
| (2) | The hypothetical Initial Level of 1,000 used in these examples has been chosen for illustrative
purposes only. The actual Initial Level is set forth on page PS-3 of this pricing supplement. |
| (3) | This is the hypothetical Buffer Level. |
The following examples indicate how the Payment at Maturity would be
calculated with respect to a hypothetical $1,000 investment in the notes.
Example
1: The Percentage Change Is 50.00%.
The Final Level is 1,500.00, resulting in a Percentage Change of 50.00%.
In this example, the Final Level is greater than the Initial Level, and the positive Percentage Change multiplied by the Upside Participation
Rate of 150% exceeds the Maximum Return of 11.20%, the Payment at Maturity would be $1,112.00 per $1,000 principal amount, calculated
as follows:
$1,000 + ($1,000 × Maximum Return)
=
$1,000 + ($1,000 × 11.20%)
= $1,112.00
Example 1 shows that the return on the notes will not exceed the Maximum
Return, regardless of the extent to which the level of the Index increases.
Example
2: The Percentage Change Is 2.00%.
The Final Level is 1,020.00, resulting in a Percentage Change of 2.00%.
In this example, the Final Level is greater than the Initial Level, and the positive Percentage Change multiplied by the Upside Participation
Rate of 150% does not exceed the Maximum Return of 11.20%, the Payment at Maturity would be $1,030.00 per $1,000 principal amount, calculated
as follows:
$1,000 + ($1,000 × Percentage Change ×
Upside Participation Rate)
=
$1,000 + ($1,000 × 2.00% × 150%)
=
$1,030.00
Example 2 shows that the notes provide a leveraged return if the positive
Percentage Change multiplied by the Upside Participation Rate does not exceed the Maximum Return.
Example
3: The Percentage Change Is -5.00%.
The Final
Level is 950.00, resulting in a Percentage Change of -5.00%. In this example, the Final Level is equal to or less than the Initial
Level but greater than or equal to the Buffer Level.
Payment at Maturity = $1,000
Example 3
shows that the Payment at Maturity will equal the principal amount if the Final Level is at or below the Initial Level but at or
above the Buffer Level, although the level of the Index has decreased moderately.
Example 4: The Percentage Change Is -75.00%.
The Final Level is 250.00, resulting in a Percentage Change of -75.00%.
Because the Final Level is less than the Buffer Level, the Payment at Maturity would be $350.00 per $1,000 principal amount, calculated
as follows:
$1,000 + [$1,000 × (Percentage Change + Buffer Amount)]
=
$1,000 + [$1,000 × (-75.00% + 10.00%)]
=
$350.00
Example 4 shows that you are exposed on a 1-to-1 basis to any decrease
in the level of the Index from the Initial Level by more than the Buffer Amount. You may lose up to 90% of the principal amount.
INVESTOR
CONSIDERATIONS
The notes are not appropriate for all investors. The notes may be
an appropriate investment for you if:
| · | You believe that the level of the Index will increase moderately from the Initial Level to the Final
Level. |
| · | You are willing to make an investment that is exposed to the negative performance of the Index on a
1-to-1 basis for each percentage point that the Final Level is less than the Buffer Level. |
| · | You are willing to accept that the return on the notes will be limited to the Maximum Return. |
| · | You do not seek current income over the term of the notes. |
| · | You are willing to forgo dividends or other distributions paid on the securities included in the Index. |
| · | You are willing to hold the notes to maturity and you do not seek an investment for which there will
be an active secondary market. |
| · | You are willing to assume the credit risk of the Bank for any payment under the notes. |
The notes may not be an appropriate investment for you if:
| · | You believe that the level of the Index will decrease from the Initial Level to the Final Level or
that it will not increase sufficiently to provide you with your desired return. |
| · | You are unwilling to make an investment that is exposed to the negative performance of the Index on
a 1-to-1 basis for each percentage point that the Final Level is less than the Buffer Level. |
| · | You seek full payment of the principal amount of the notes at maturity. |
| · | You seek an uncapped return on your investment. |
| · | You seek current income over the term of the notes. |
| · | You want to receive dividends or other distributions paid on the securities included in the Index. |
| · | You are unable or unwilling to hold the notes to maturity or you seek an investment for which there
will be an active secondary market. |
| · | You are not willing to assume the credit risk of the Bank for any payment under the notes. |
The investor 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. You should also review ‘‘Additional Risk Factors’’
below for risks related to the notes.
ADDITIONAL
RISK FACTORS
An investment in the notes involves significant risks. In addition
to the following risks included in this pricing supplement, we urge you to read “Risk Factors” beginning on page S-1 of the
accompanying underlying supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.
You should understand the risks of investing in the notes and should
reach an investment decision only after careful consideration, with your advisers, of the suitability of the notes in light of your particular
financial circumstances and the information set forth in this pricing supplement and the accompanying underlying supplement, the prospectus
supplement and the prospectus.
Structure Risks
You may lose some or a substantial portion of the principal amount
of your notes.
The notes
do not guarantee full return of principal. The repayment of any principal on the notes at maturity depends on the Final Level of
the Index. The Bank will only repay you the full principal amount of your notes if the Final Level is equal to or greater than the Buffer
Level. If the Final Level is less than the Buffer Level, you will be exposed on a 1-to-1 basis to any decrease in the level of the Index
by more than 10%. You may lose up to 90% of your principal amount.
The potential return on your notes will be limited by the Maximum
Return.
Your ability to participate in any increase in the level of the Index
will be limited because of the Maximum Return. The Maximum Return will limit the payment you may receive at maturity, no matter how much
the level of the Index may rise by more than approximately 7.47% of the Initial Level over the term of the notes.
The payment on the notes is not linked to the levels of the Index
at any time other than the Valuation Dates.
The payment on the notes will be based on the Closing Levels of the
Index on the Valuation Dates. Therefore, if the Closing Levels of the Index declined substantially as of the Valuation Dates compared
to the Initial Level, the Payment at Maturity may be significantly less than it would otherwise have been had the Payment at Maturity
been linked to the Closing Levels of the Index on dates other than the Valuation Dates. Although the actual levels of the Index at other
times during the term of the notes may be higher than its Closing Levels on the Valuation Dates, the payment on the notes will not benefit
from the Closing Levels of the Index at any time other than the Valuation Dates.
The notes do not bear interest, and the return on the notes may
be less than the return on a conventional debt security of comparable maturity.
You will not receive any interest payments on the notes. As a result,
even if the Payment at Maturity exceeds the principal amount of your notes, the overall return 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.
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 Index or any securities included in
the Index 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 Index. 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 adversely affect the level of the Index or secondary trading in your notes, could be adverse to your
interests as a beneficial owner of the notes.
Moreover,
we, the agent and our other 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 Index 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 determine, among other things, the amount of payment 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
the Index has occurred on a scheduled Valuation Date and determine the Closing Level for a scheduled Valuation Date if such scheduled
Valuation Date is postponed to the last possible day. See “Certain Terms of the Notes— Valuation Dates—For
Notes Where the Reference Asset Is a Single Index” 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
Payment on the notes is 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. Any payment to be made on the notes depends 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 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” in 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 level of the Index, the Bank’s creditworthiness, interest rate movements and other relevant factors, which
may impact the price at which the agent 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 the agent 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” in
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” 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.
INFORMATION
REGARDING THE INDEX
The information below is a brief description of
the Index. We have derived the following information from publicly available documents. We have not independently verified the accuracy
or completeness of the following information.
The Index is calculated, maintained and published
by S&P Dow Jones Indices LLC. The Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S.
equity markets. See “Index Descriptions—The S&P U.S. Indices” beginning on page S-43 of the accompanying underlying
supplement for additional information about the Index.
In addition, information about the Index may be
obtained from other sources, including, but not limited to, the Index sponsor’s website (including information regarding the Index’s
sector 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 this publicly available information regarding the Index is accurate
or complete.
Historical Performance of the Index
The following
graph sets forth daily Closing Levels of the Index for the period from January 1, 2020 to January 22, 2025. On January 22, 2025, the Closing
Level of the Index was 6,086.37. We obtained the Closing Levels below from Bloomberg L.P. (“Bloomberg”)
without independent verification. The historical performance of the Index should not be taken as an indication of its future performance,
and no assurances can be given as to the level of the Index at any time during the term of the notes, including the Valuation Dates. We
cannot give you assurance that the performance of the Index will result in the return of any of your investment.
Historical Performance
of the Index
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.
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.
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.
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 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.
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 or any
transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of, loans or otherwise transfers the note is a
“specified entity”, and is not a “specified entity” in respect of such a transferee, in each case, for purposes
of the Hybrid Mismatch Rules, as defined below (a “Non-Resident Holder”). Special rules which apply to non-resident insurers
carrying on business in Canada and elsewhere are not discussed in this summary.
This
summary assumes that no amount paid or payable to a holder described herein will be the deduction component of a “hybrid mismatch
arrangement” under which the payment arises within the meaning of the rules in the Canadian Tax Act with respect to “hybrid
mismatch arrangements” (the “Hybrid Mismatch Rules”). Investors should note that the Hybrid Mismatch Rules are
highly complex and there remains significant uncertainty as to their interpretation and application.
This summary is supplemental to and should be read together with the
description of material Canadian federal income tax considerations relevant to a Non-Resident Holder owning notes under “Material
Income Tax Consequences—Canadian Taxation” in the accompanying prospectus and a Non-Resident Holder should carefully read
that description as well.
This summary is of a general nature only and is not intended to
be, nor should it be construed to be, legal or tax advice to any particular Non-Resident Holder. Non-Resident Holders are advised to consult
with their own tax advisors with respect to their particular circumstances.
Based on Canadian tax counsel’s understanding of the Canada Revenue
Agency’s administrative policies, and having regard to the terms of the notes, interest payable on the notes should not be considered
to be “participating debt interest” as defined in the Canadian Tax Act and accordingly, a Non-Resident Holder should not be
subject to Canadian non-resident withholding tax in respect of amounts paid or credited or deemed to have been paid or credited by 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)
CIBCWM will purchase the notes from CIBC at the price to public less
the underwriting discount set forth on the cover page of this pricing supplement for distribution to other registered broker-dealers,
or will offer the notes directly to investors. CIBCWM or other registered broker-dealers will offer the notes at the price to public set
forth on the cover page of this pricing supplement. CIBCWM may receive a commission of up to $6.00 (0.60%) per $1,000 principal amount
of the notes and may use a portion or all of that commission to allow selling concessions to other dealers in connection with the distribution
of the notes. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. The price to public for
notes purchased by certain fee-based advisory accounts may vary between 99.40% and 100.00% of the principal amount of the notes. Any sale
of a note to a fee-based advisory account at a price to public below 100.00% of the principal amount will reduce the agent’s commission
specified on the cover page of this pricing supplement with respect to such note. The price to public paid by any fee-based advisory account
will be reduced by the amount of any fees assessed by the dealers involved in the sale of the notes to such advisory account but not by
more than 0.60% of the principal amount of the notes.
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 one 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 one business day, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to one business day 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. The price that it makes available from time to time after the Original 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 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. 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 Original Issue 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 “Additional Risk Factors—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 “Additional Risk Factors—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 “Additional Risk Factors—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.
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 6,
2023, which has been filed as Exhibit 5.2 to the Bank’s Registration Statement on Form F-3 filed with the SEC on June 6, 2023.
In the opinion of Mayer Brown LLP, when the notes have been duly completed
in accordance with the indenture and issued and sold as contemplated by this 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 6, 2023, which has been filed as Exhibit 5.1 to the Bank’s Registration Statement
on Form F-3 filed with the SEC on June 6, 2023.
F-3
424B2
EX-FILING FEES
333-272447
0001045520
CANADIAN IMPERIAL BANK OF COMMERCE /CAN/
0001045520
2025-01-22
2025-01-22
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CANADIAN IMPERIAL BANK OF COMMERCE /CAN/
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The maximum aggregate offering price of the securities to which the prospectus relates is $9,257,000. The prospectus is a final prospectus for the related offering.
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