| ¨ | Certain
Business, Trading and Hedging Activities of Us, UBS, and Our Respective Affiliates May Create
Conflicts With Your Interests and Could Potentially Adversely Affect the Value of the Notes
— We, UBS, and our respective affiliates may engage in trading and other business
activities related to an Underlying or any securities included in an Underlying that are
not for your account or on your behalf. We, UBS, and our respective affiliates also may issue
or underwrite other financial instruments with returns based upon an Underlying. These activities
may present a conflict of interest between your interest in the Notes and the interests that
we, UBS, and our respective affiliates may have in our or their proprietary accounts, in
facilitating transactions, including block trades, for our or their other customers, and
in accounts under our or their management. In addition, we, UBS, and our respective affiliates
may publish research, express opinions or provide recommendations that are inconsistent with
investing in or holding the Notes, and which may be revised at any time. Any such research,
opinions or recommendations could adversely affect the level of an Underlying, and therefore,
the market value of the Notes. These trading and other business activities, if they affect
the level of an Underlying or secondary trading in your Notes, could be adverse to your interests
as a beneficial owner of the Notes. |
| | Moreover,
we, UBS, and our respective affiliates play a variety of roles in connection with the issuance
of the Notes, including hedging our obligations under the Notes and making the assumptions
and inputs used to determine the pricing of the Notes and the initial estimated value of
the Notes when the terms of the Notes are set. We expect to hedge our obligations under the
Notes through CIBCWM, UBS, one of our or its affiliates, and/or another unaffiliated counterparty,
which may include any dealer from which you purchase the Notes. Any of these hedging activities
may adversely affect the level of an Underlying and therefore the market value of the Notes
and the amount you will receive, if any, on the Notes. In connection with such activities,
the economic interests of us, UBS, and our respective affiliates may be adverse to your interests
as an investor in the Notes. Any of these activities may adversely affect the value of the
Notes. In addition, because hedging our obligations entails risk and may be influenced by
market forces beyond our control, this hedging activity may result in a profit that is more
or less than expected, or it may result in a loss. We, UBS, one or more of our respective
affiliates or any unaffiliated counterparty will retain any profits realized in hedging our
obligations under the Notes even if investors do not receive a favorable investment return
under the terms of the Notes or in any secondary market transaction. Any profit in connection
with such hedging activities will be in addition to any other compensation that we, UBS,
our respective affiliates or any unaffiliated counterparty receive for the sale of the Notes,
which creates an additional incentive to sell the Notes to you. We, UBS, our respective affiliates
or any unaffiliated counterparty will have no obligation to take, refrain from taking or
cease taking any action with respect to these transactions based on the potential effect
on an investor in the Notes. |
| ¨ | There
Are Potential Conflicts of Interest Between You and the Calculation Agent — The
calculation agent will determine, among other things, the amount of payments on the Notes.
The calculation agent will exercise its judgment when performing its functions. For example,
the calculation agent will determine whether a Market Disruption Event affecting an Underlying
has occurred, and determine the Closing Level of that Underlying if a Market Disruption Event
exists or continues for five or more consecutive scheduled Trading Days during an Observation
Period or the Final Valuation Date is postponed to the last possible day with respect to
an Underlying. See “Certain Terms of the Notes—Valuation Dates—For Notes
Where the Reference Asset Consists of Multiple Indices” in the underlying supplement.
This determination may, in turn, depend on the calculation agent’s judgment as to whether
the event has materially interfered with our ability or the ability of one of our affiliates
to unwind our hedge positions. The calculation agent will be required to carry out its duties
in good faith and use its reasonable judgment. However, because we will be the calculation
agent, potential conflicts of interest could arise. None of us, CIBCWM or any of our other
affiliates will have any obligation to consider your interests as a holder of the Notes in
taking any action that might affect the value of your Notes. |
| ¨ | Payments
on the Notes Are Subject to Our Credit Risk, and Actual or Perceived Changes in Our Creditworthiness
Are Expected to Affect the Value of the Notes — The Notes are our senior unsecured
debt obligations and are not, either directly or indirectly, an obligation of any third party.
As further described in the accompanying prospectus and prospectus supplement, the Notes
will rank on par with all of our other unsecured and unsubordinated debt obligations, except
such obligations as may be preferred by operation of law. All payments to be made on the
Notes depend on our ability to satisfy our obligations as they come due. As a result, the
actual and perceived creditworthiness of us may affect the market value of the Notes and,
in the event we were to default on our obligations, you may not receive the amounts owed
to you under the terms of the Notes. If we default on our obligations under the Notes, your
investment would be at risk and you could lose some or all of your investment. See “Description
of Senior Debt Securities—Events of Default” in the accompanying prospectus. |
| ¨ | The
Notes Will Be Subject to Risks Under Canadian Bank Resolution Powers — Under Canadian
bank resolution powers, the CDIC may, in circumstances where the Bank has ceased, or is about
to cease, to be viable, assume temporary control or ownership of the Bank and may be granted
broad powers by one or more orders of the Governor in Council (Canada), each of which we
refer to as an “Order,” including the power to sell or dispose of all or a part
of the assets of the Bank, and the power to carry out or cause the Bank to carry out a transaction
or a series of transactions the purpose of which is to restructure the business of the Bank.
If the CDIC were to take action under the Canadian bank resolution powers with respect to
the Bank, this could result in holders or beneficial owners of the Notes being exposed to
losses. |
| ¨ | The
Bank’s Initial Estimated Value of the Notes Will Be Lower Than the Initial Issue Price
(Price to Public) of the Notes — The initial issue price of the Notes will exceed
the Bank’s initial estimated value because costs associated with selling and structuring
the Notes, as well as hedging the Notes, are included in the initial issue price of the Notes.
See “The Bank’s Estimated Value of the Notes” on the last page of this
pricing supplement. |
| ¨ | The
Bank’s Initial Estimated Value Does Not Represent Future Values of the Notes and May
Differ From Others’ Estimates — The Bank’s initial estimated value
of the Notes is only an estimate, which will be determined by reference to the Bank’s
internal pricing models when the terms of the Notes are set. This estimated value will be
based on market conditions and other relevant factors existing at that time, the Bank’s
internal funding rate on the Trade Date and the Bank’s assumptions about market parameters,
which can include volatility, dividend rates, interest rates and other factors. Different
pricing models and assumptions could provide valuations for the Notes that are greater or
less than the Bank’s initial estimated value. In addition, market conditions and other
relevant factors in the future may change, and any assumptions may prove to be incorrect.
On future dates, the market value of the Notes could change significantly based on, among
other things, changes in market conditions, including the levels of the Underlyings, the
Bank’s creditworthiness, interest rate movements and other relevant factors, which
may impact the price at which CIBCWM or any other party would be willing to buy the Notes
from you in any secondary market transactions. The Bank’s initial estimated value does
not represent a minimum price at which CIBCWM or any other party would be willing to buy
the Notes in any secondary market (if any exists) at any time. See “The Bank’s
Estimated Value of the Notes” on the last page of this pricing supplement. |
| ¨ | The
Bank’s Initial Estimated Value of the Notes Will Not Be Determined by Reference to
Credit Spreads for Our Conventional Fixed-Rate Debt — The internal funding rate
to be 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 use 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 would have an adverse effect on the economic terms of
the Notes, the initial estimated value of the Notes on the Trade Date, and any secondary
market prices of the Notes. See “The Bank’s Estimated Value of the Notes”
on the last page of this pricing supplement. |
| ¨ | If
CIBCWM Were to Repurchase Your Notes After the Settlement Date, the Price May Be Higher Than
the Then-Current Estimated Value of the Notes for a Limited Time Period — While
CIBCWM may make markets in the Notes, it is under no obligation to do so and may discontinue
any market-making activities at any time without notice. The price that it makes available
from time to time after the Settlement Date at which it would be willing to repurchase the
Notes will generally reflect its estimate of their value. That estimated value will be based
upon a variety of factors, including then prevailing market conditions, our creditworthiness
and transaction costs. However, for a period of approximately 4 months after the Trade Date,
the price at which CIBCWM may repurchase the Notes is expected to be higher than their estimated
value at that time. This is because, at the beginning of this period, that price will not
include certain costs that were included in the initial issue price, particularly our hedging
costs and profits. As the period continues, these costs are expected to be gradually included
in the price that CIBCWM would be willing to pay, and the difference between that price and
CIBCWM’s estimate of the value of the Notes will decrease over time until the end of
this period. After this period, if CIBCWM continues to make a market in the Notes, the prices
that it would pay for them are expected to reflect its estimated value, as well as customary
bid-ask spreads for similar trades. In addition, the value of the Notes shown on your account
statement may not be identical to the price at which CIBCWM would be willing to purchase
the Notes at that time, and could be lower than CIBCWM’s price. |
| ¨ | Economic
and Market Factors May Adversely Affect the Terms and Market Price of the Notes Prior to
Maturity or Call — Because structured notes, including the Notes, can be thought
of as having a debt and derivative component, factors that influence the values of debt instruments
and options and other derivatives will also affect the terms and features of the Notes at
issuance and the market price of the Notes prior to maturity or call. These factors include
the levels of the Underlyings; the volatility of the Underlyings; the dividend rate paid
on stocks included in an Underlying; the time remaining to the maturity or call of the Notes;
interest rates in the markets in general; geopolitical conditions and economic, financial,
political, regulatory, judicial or other events; and the creditworthiness of CIBC. These
and other factors are unpredictable and interrelated and may offset or magnify each other. |
| ¨ | The
Notes Will Not Be Listed on Any Securities Exchange and We Do Not Expect a Trading Market
for the Notes to Develop — The Notes will not be listed on any securities exchange.
Although CIBCWM and/or its affiliates intend to purchase the Notes from holders, they are
not obligated to do so and are not required to make a market for the Notes. There can be
no assurance that a secondary market will develop for the Notes. Because we do not expect
that any market makers will participate in a secondary market for the Notes, the price at
which you may be able to sell your Notes is likely to depend on the price, if any, at which
CIBCWM and/or its affiliates are willing to buy your Notes. |
| | If
a secondary market does exist, it may be limited. Accordingly, there may be a limited number
of buyers if you decide to sell your Notes prior to maturity or optional issuer call. This
may affect the price you receive upon such sale. Consequently, you should be willing to hold
the Notes to maturity or optional issuer call. |
Example
2 — Notes Are NOT Called and the Final Level of the Least Performing Underlying Is at or Above Its Downside Threshold
Observation
Period / Final Valuation Date |
Lowest
Closing Level During Applicable Observation Period / Final Level |
Payment
(per Note) |
First
Observation Period |
SPX: 850
(at or above Coupon Barrier)
RTY: 850 (at or above Coupon Barrier)
NDX: 850 (at or above Coupon Barrier) |
$0.28125
(Contingent Coupon) – Issuer does NOT elect to call the Notes on the first Call Payment Date |
Second
through Final Observation Periods |
Various
(lowest Closing Level of at least one Underlying below its Coupon Barrier) |
$0.00
– Issuer does NOT elect to call the Notes on any Call Payment Date |
Final
Valuation Date |
SPX:
650 (at or above Downside Threshold)
RTY: 1,050 (at or above Downside Threshold)
NDX: 1,100 (at or above Downside Threshold) |
$10.00
(Payment at Maturity) |
|
Total
Payment: |
$10.28125
(2.8125% return) |
Because
the Closing Level of each Underlying on each Trading Day during the first Observation Period was equal to or greater than its Coupon
Barrier, we will pay you the applicable Contingent Coupon of $0.28125 per Note on the first Coupon Payment Date. However, because the
Closing Level of at least one Underlying was below its Coupon Barrier on at least one Trading Day during the second through the final
Observation Periods, you will not receive any Contingent Coupon on any of the related Coupon Payment Dates.
Since the Issuer does not elect to call the Notes prior to maturity and the Final Level of the Least Performing Underlying is equal to
or greater than its Downside Threshold, we will pay you the principal amount at maturity. When added to the Contingent Coupon payment
of $0.28125 received in respect of the first Observation Period, CIBC will have paid you a total of $10.28125 per Note, for a 2.8125%
total return on the Notes.
Example
3 — Notes Are NOT Called and the Final Level of the Least Performing Underlying Is Below Its Downside Threshold
Observation
Period / Final Valuation Date |
Lowest
Closing Level During Applicable Observation Period / Final Level |
Payment
(per Note) |
First
Observation Period |
SPX:
900 (at or above Coupon Barrier)
RTY: 1,100 (at or above Coupon Barrier)
NDX: 1,200 (at or above Coupon Barrier) |
$0.28125
(Contingent Coupon) – Issuer does NOT elect to call the Notes on the first Call Payment Date |
Second
through Final Observation Periods |
Various
(lowest Closing Level of at least one Underlying below Coupon Barrier) |
$0.00
– Issuer does NOT elect to call the Notes on any Call Payment Date |
Final
Valuation Date |
SPX:
300 (below Downside Threshold)
RTY: 1,050 (at or above Downside Threshold)
NDX: 1,100 (at or above Downside Threshold) |
$10.00
× (1 + Underlying Return of the Least Performing Underlying)
= $10.00 × (1 + -70%)
= $10.00 - $7.00
= $3.00 (Payment at Maturity) |
|
Total
Payment: |
$3.28125
(-67.1875% return) |
Because
the Closing Level of each Underlying on each Trading Day during the first Observation Period was equal to or greater than its Coupon
Barrier, we will pay you the applicable Contingent Coupon of $0.28125 per Note on the first Coupon Payment Date. However, because the
Closing Level of at least one Underlying was below its Coupon Barrier on at least one Trading Day during the second through the final
Observation Periods, you will not receive any Contingent Coupon on any of the related Coupon Payment Dates.
Since the Issuer does not elect to call the Notes prior to maturity and the Final Level of the Least Performing Underlying is below its
Downside Threshold, CIBC will pay you at maturity $3.00 per Note. When added to the Contingent Coupon payment of $0.28125 received in
respect of the first Observation Period, CIBC will have paid you $3.28125 per Note, for a -67.1875% total return on the Notes.
Information
About the Underlyings |
The
S&P 500® Index
The
S&P 500® Index (Bloomberg ticker: “SPX <Index>”) is calculated, maintained and published by S&P
Dow Jones Indices LLC. The SPX includes 500 leading companies and covers approximately 80% of market capitalization of the U.S. equity
markets. See “Index Descriptions—The S&P U.S. Indices” beginning on page S-45 of the accompanying underlying supplement
for additional information about the SPX.
In
addition, information about the SPX may be obtained from other sources, including, but not limited to, the index sponsor's website (including
information regarding the SPX’s sector weightings). We are not incorporating by reference into this pricing supplement the website
or any material it includes. None of us, UBS or any of our respective affiliates makes any representation that such publicly available
information regarding the SPX is accurate or complete.
Historical
Performance of the SPX
The
graph below illustrates the performance of the SPX from January 1, 2018 to June 14, 2023, based on the daily Closing Levels as reported
by Bloomberg L.P. ("Bloomberg"), without independent verification. We have not conducted any independent review or due diligence
of the publicly available information from Bloomberg. On June 14, 2023, the Closing Level of the SPX was 4,372.59 (the “Hypothetical
Initial Level”). The green line indicates a hypothetical Coupon Barrier of 3,060.81, which is equal to 70.00% of its Hypothetical
Initial Level and the blue line indicates a hypothetical Downside Threshold of 2,404.92, which is equal to 55.00% of its Hypothetical
Initial Level. The historical performance of the SPX should not be taken as an indication of its future performance, and no assurances
can be given as to the level of the SPX at any time during the term of the Notes. We cannot give you assurance that the performance of
the SPX will result in the return of any of your investment.
Historical
Performance of the S&P 500® Index
![](https://content.edgar-online.com/edgar_conv_img/2023/06/16/0001104659-23-072051_tm2317535d49_424b2img003.jpg) |
Source:
Bloomberg |
The
Russell 2000® Index
The
Russell 2000® Index (Bloomberg ticker: “RTY <Index>”) is calculated, maintained and published by FTSE
Russell. The RTY is designed to track the performance of the small capitalization segment of the U.S. equity market. The RTY is a subset
of the Russell 3000® Index and represents approximately 10% of the total market capitalization of that index. The RTY
includes approximately 2,000 of the smallest securities in the U.S. equity market. See “Index Descriptions—The Russell Indices”
beginning on page S-31 of the accompanying underlying supplement for additional information about the RTY.
In
addition, information about the RTY may be obtained from other sources, including, but not limited to, the index sponsor's website (including
information regarding the RTY’s sector weightings). We are not incorporating by reference into this pricing supplement the website
or any material it includes. None of us, UBS or any of our respective affiliates makes any representation that such publicly available
information regarding the RTY is accurate or complete.
Historical
Performance of the RTY
The
graph below illustrates the performance of the RTY from January 1, 2018 to June 14, 2023, based on the daily Closing Levels as reported
by Bloomberg, without independent verification. We have not conducted any independent review or due diligence of the publicly available
information from Bloomberg. On June 14, 2023, the Closing Level of the RTY was 1,874.098 (the “Hypothetical Initial Level”).
The green line indicates a hypothetical Coupon Barrier of 1,311.869, which is equal to 70.00% of its Hypothetical Initial Level and the
blue line indicates a hypothetical Downside Threshold of 1,030.754, which is equal to 55.00% of its Hypothetical Initial Level. The historical
performance of the RTY should not be taken as an indication of its future performance, and no assurances can be given as to the level
of the RTY at any time during the term of the Notes. We cannot give you assurance that the performance of the RTY will result in the
return of any of your investment.
Historical
Performance of the Russell 2000® Index
![](https://content.edgar-online.com/edgar_conv_img/2023/06/16/0001104659-23-072051_tm2317535d49_424b2img004.jpg) |
Source:
Bloomberg |
The
Nasdaq-100 Index®
The
Nasdaq-100 Index® (Bloomberg ticker: “NDX <Index>”) is calculated, maintained and published by Nasdaq,
Inc. The NDX includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on
market capitalization. The NDX reflects companies across major industry groups including computer hardware and software, telecommunications,
retail/wholesale trade and biotechnology. See “Index Descriptions—The Nasdaq-100® Index” beginning on
page S-26 of the accompanying underlying supplement for additional information about the NDX.
In
addition, information about the NDX may be obtained from other sources, including, but not limited to, the index sponsor's website (including
information regarding the NDX’s sector weightings). We are not incorporating by reference into this pricing supplement the website
or any material it includes. None of us, UBS or any of our respective affiliates makes any representation that such publicly available
information regarding the NDX is accurate or complete.
Historical
Performance of the NDX
The
graph below illustrates the performance of the NDX from January 1, 2018 to June 14, 2023, based on the daily Closing Levels as reported
by Bloomberg, without independent verification. We have not conducted any independent review or due diligence of the publicly available
information from Bloomberg. On June 14, 2023, the Closing Level of the NDX was 15,005.69 (the “Hypothetical Initial Level”).
The green line indicates a hypothetical Coupon Barrier of 10,503.98, which is equal to 70.00% of its Hypothetical Initial Level and the
blue line indicates a hypothetical Downside Threshold of 8,253.13, which is equal to 55.00% of its Hypothetical Initial Level. The historical
performance of the NDX should not be taken as an indication of its future performance, and no assurances can be given as to the level
of the NDX at any time during the term of the Notes. We cannot give you assurance that the performance of the NDX will result in the
return of any of your investment.
Historical
Performance of the Nasdaq-100 Index®
![](https://content.edgar-online.com/edgar_conv_img/2023/06/16/0001104659-23-072051_tm2317535d49_424b2img005.jpg) |
Source:
Bloomberg |
Correlation
of the Underlyings |
The
graph below illustrates the daily performance of the Underlyings from January 1, 2018 through June 14, 2023. For comparison purposes,
each Underlying has been normalized to have a Closing Level of 100.00 on January 1, 2018 by dividing the Closing Level of that Underlying
on each Trading Day by the Closing Level of that Underlying on January 1, 2018 and multiplying by 100.00. We obtained the Closing
Levels used to determine the normalized Closing Levels set forth below from Bloomberg, without independent verification.
The
closer the relationship of the daily returns of the Underlyings over a given period, the more positively correlated those Underlyings
are. The lower (or more negative) the correlation of the Underlyings, the less likely it is that those Underlyings will move in the
same direction and therefore, the greater the potential for one of those Underlyings to close below its Coupon Barrier on any Trading
Day during an Observation Period or Downside Threshold on the Final Valuation Date. This is because the less positively correlated
the Underlyings are, the greater the likelihood that at least one of the Underlyings will decrease in value. However, even if the
Underlyings have a higher positive correlation, one or more of those Underlyings might close below its Coupon Barrier on any Trading
Day during an Observation Period or Downside Threshold on the Final Valuation Date, as the Underlyings may decrease in value together.
Although the correlation of the Underlyings’ performance may change over the term of the Notes, the correlations referenced
in setting the terms of the Notes are calculated using CIBC’ internal models at the time when the terms of the Notes are set
and are not derived from the daily returns of the Underlyings over the period set forth below. A higher Contingent Coupon Rate is
generally associated with lower correlation of the Underlyings, which reflects a greater potential for a loss on your investment
at maturity. See “Key Risks — Structure Risks — Because the Notes Are Linked to the Performance of More Than One
Underlying, There Is a Greater Risk of Contingent Coupons Not Being Paid and of You Sustaining a Significant Loss on Your Investment,”
“ — Your Return Will Be Based on the Individual Return of Each Underlying,” and “— Higher Contingent
Coupons or Lower Downside Thresholds Are Generally Associated with the Underlying with Greater Expected Volatility and Therefore
Can Indicate a Greater Risk of Loss“ herein.
Past
performance of the Underlyings is not indicative of the future performance of the Underlyings. |
Historical Performance of the S&P 500® Index, the Russell
2000® Index and the Nasdaq-100 Index®
|
Source: Bloomberg |