Filed Pursuant to Rule 424(b)(2)
Registration No. 333-257113
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Pricing
Supplement dated June 15, 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 Capped Buffer GEARS
$6,255,500 Notes Linked to the S&P 500® Index due
on June 20, 2025
These Capped Buffer GEARS (the “Notes”)
are senior unsecured debt securities issued by Canadian Imperial Bank of Commerce (“CIBC”) with returns linked to the S&P
500® Index (the “Underlying”). The Notes will rank equally with all of our other unsecured and unsubordinated
debt obligations. If the Underlying Return is positive, CIBC will pay the principal amount at maturity plus a return equal to 2.00 (the
“Upside Gearing”) multiplied by the Underlying Return, up to the Maximum Gain. If the Underlying Return is zero or negative,
but the Final Level is greater than or equal to the Downside Threshold, CIBC will pay the full principal amount at maturity. However,
if the Underlying Return is negative and the Final Level is less than the Downside Threshold, CIBC will pay less than the full principal
amount at maturity and you will lose 1% of the principal amount of your Notes for every 1% decline in the level of the Underlying in
excess of the Buffer. Investing in the Notes involves significant risks. The Notes do not pay any interest. You may lose up to 85%
of your principal amount. Any payment on the Notes, including any repayment of principal at maturity, is subject to the creditworthiness
of CIBC. If CIBC were to default on its payment obligations, you may not receive any amounts owed to you under the Notes and you could
lose your entire investment.
¨ | Enhanced Growth Potential Up to the Maximum Gain: At
maturity, the Notes enhance any positive Underlying Return up to the Maximum Gain. If the Underlying Return is negative, investors
may be exposed to the downside market risk of the negative Underlying Return at maturity. |
¨ | Buffered
Downside Market Exposure: If the Underlying Return
is zero or negative but the Final Level is greater than or equal to the Downside Threshold,
CIBC will repay the principal amount at maturity. However, if the Underlying Return is negative
and the Final Level is less than the Downside Threshold, CIBC will pay less than the full
principal amount at maturity, resulting in a loss of the principal amount that is proportionate
to the percentage decline in the Underlying in excess of the Buffer. Accordingly, you could
lose up to 85% of the principal amount of the Notes. The downside exposure to the Underlying
is subject to the Buffer only if you hold the Notes to maturity. Any payment on the Notes,
including any repayment of principal, is subject to the creditworthiness of CIBC. |
Trade Date |
June 15, 2023 |
Settlement Date |
June 21, 2023 |
Final Valuation Date1 |
June 16, 2025 |
Maturity Date1 |
June 20, 2025 |
|
|
1. See page PS-4 for additional details. |
THE NOTES ARE
SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE NOTES MAY NOT OBLIGATE CIBC TO REPAY THE FULL PRINCIPAL AMOUNT
OF THE NOTES. THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING, WHICH CAN RESULT IN A LOSS OF UP TO 85%OF THE PRINCIPAL
AMOUNT AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF CIBC. YOU SHOULD NOT
PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.
YOU SHOULD CAREFULLY CONSIDER
THE RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE PS-6 AND THE MORE DETAILED ‘‘RISK FACTORS’’
BEGINNING ON PAGE S-1 OF THE ACCOMPANYING UNDERLYING SUPPLEMENT, BEGINNING ON PAGE S-1 OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND
PAGE 1 OF THE ACCOMPANYING PROSPECTUS BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES,
COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES.
The Notes are offered at a minimum investment of $1,000
in denominations of $10 and integral multiples of $10 in excess thereof.
Underlying |
Initial
Level |
Downside
Threshold |
Buffer
|
Maximum Gain |
Upside
Gearing |
CUSIP/ISIN |
The
S&P 500® Index (“SPX”) |
4,425.84 |
3,761.96,
which is 85% of the Initial Level* |
15% |
21.70%
|
2.00 |
13608M886
/ US13608M8863 |
* Rounded to two decimal places.
See “Additional Information about the Notes” on
page PS-2. The Notes offered will have the terms specified in the accompanying prospectus, prospectus supplement and underlying supplement,
and the terms set forth herein.
Neither the U.S. Securities and Exchange Commission (the
“SEC”) nor any state or provincial securities commission has approved or disapproved of the Notes or determined if this pricing
supplement or the accompanying underlying supplement, prospectus supplement or prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
The Notes will not constitute deposits insured by the Canada
Deposit Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation, or any other government agency
or instrumentality of Canada, the United States or any other jurisdiction. The Notes are not bail-inable debt securities (as defined on
page 6 of the prospectus). The Notes will not be listed on any securities exchange.
The initial estimated value of the Notes on the Trade
Date as determined by CIBC is $9.763 per $10.00 principal amount of the Notes, which is less than the price to public. See “Key Risks—General
Risks” beginning on page PS-7 of this pricing supplement and “The Bank’s Estimated Value of the Notes” on page
PS-14 of this pricing supplement for additional information.
|
Price to Public |
|
Underwriting Discount(1) |
|
Proceeds to Us |
Notes Linked to: |
Total |
Per Note |
|
Total |
Per Note |
|
Total |
Per Note |
The S&P 500® Index |
$6,255,500.00 |
$10.00 |
|
$125,110.00 |
$0.20 |
|
$6,130,390.00 |
$9.80 |
(1) CIBC World Markets Corp. (“CIBCWM”),
our affiliate, will purchase the Notes and, as part of the distribution of the Notes, will sell all of the Notes to UBS Financial Services
Inc. (“UBS”) at the discount specified in the table above. See “Supplemental Plan of Distribution (Conflicts of Interest)”
on page PS-14 of this pricing supplement for additional information.
UBS Financial Services Inc. |
CIBC Capital Markets |
Additional
Information About the Notes |
You should read this pricing supplement
together with the prospectus dated September 2, 2021 (the “prospectus”), the prospectus supplement dated September 2, 2021
(the “prospectus supplement”) and the Equity Index Underlying Supplement dated September 2, 2021 (the “underlying supplement”).
Information in this pricing supplement supersedes information in the underlying supplement, the prospectus supplement and the prospectus
to the extent it is different from that information. Certain terms used but not defined herein will have the meanings set forth in the
underlying supplement, the prospectus supplement or the prospectus.
You should rely only on the information
contained in or incorporated by reference in this pricing supplement and the accompanying underlying supplement, the prospectus supplement
and the prospectus. This pricing supplement may be used only for the purpose for which it has been prepared. No one is authorized to give
information other than that contained in this pricing supplement and the accompanying underlying supplement, the prospectus supplement
and the prospectus, and in the documents referred to in those documents and which are made available to the public. We, UBS and our respective
affiliates have not authorized any other person to provide you with different or additional information. If anyone provides you with different
or additional information, you should not rely on it.
We, CIBCWM and UBS are not making
an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained
in or incorporated by reference in this pricing supplement or the accompanying underlying supplement, the prospectus supplement or the
prospectus is accurate as of any date other than the date of the applicable document. Our business, financial condition, results of operations
and prospects may have changed since that date. Neither this pricing supplement nor the accompanying underlying supplement, the prospectus
supplement or the prospectus constitutes an offer, or an invitation on behalf of us, CIBCWM or UBS, to subscribe for and purchase any
of the Notes and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such an offer
or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
References to “CIBC,”
“the Issuer,” “the Bank,” “we,” “us” and “our” in this pricing supplement
are references to Canadian Imperial Bank of Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise
requires. References to “Index” in the underlying supplement will be references to “Underlying.”
You may access the underlying
supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by
reviewing our filing for the relevant date on the SEC website):
The Notes may be suitable for you if:
¨ | You
fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment. |
¨ | You
are willing to make an investment where you could lose up to 85% of your initial investment and are willing to make an investment that
may be exposed to similar downside market risk as the Underlying. |
¨ | You
believe that the Underlying will appreciate over the term of the Notes, but will not appreciate by more than the Maximum Gain. |
¨ | You
understand and accept that your potential return is limited by the Maximum Gain, and you would be willing to invest in the Notes based
on the Maximum Gain indicated on the cover hereof. |
¨ | You
understand and accept the risks associated with the Underlying. |
¨ | You
can tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in the
level of the Underlying. |
¨ | You
are willing to hold the Notes to maturity and do not seek an investment for which there is an active secondary market. |
¨ | You
are willing to accept the risk and return profile of the Notes versus a conventional debt security with a comparable maturity issued
by CIBC or another issuer with a similar credit rating. |
¨ | You
do not seek current income from your investment and are willing to forgo dividends paid on the stocks included in the Underlying. |
¨ | You
are willing to assume the credit risk of CIBC, as Issuer of the Notes, and understand that if CIBC defaults on its obligations, you may
not receive any amounts due to you, including any repayment of principal. |
The Notes may not be suitable for you if:
¨ | You
do not fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment. |
¨ | You
seek an investment that is designed to return your full principal amount at maturity. |
¨ | You
are not willing to make an investment in which you could lose up to 85% of your principal amount and you are not willing to make an investment
that may be exposed to similar downside market risk as the Underlying. |
¨ | You
believe that the level of the Underlying will decrease during the term of the Notes, or will increase by more than the Maximum Gain. |
¨ | You
seek an investment that participates in the full appreciation in the Underlying or that has unlimited return potential. |
¨ | You
are not willing to invest in the Notes based on the Maximum Gain indicated on the cover hereof. |
¨ | You
do not understand or accept the risks associated with the Underlying. |
¨ | You
cannot tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in
the level of the Underlying. |
¨ | You
are unable or unwilling to hold the Notes to maturity and seek an investment for which there will be an active secondary market. |
¨ | You
prefer the lower risk, and therefore accept the potentially lower returns, of conventional debt securities with comparable maturities
issued by CIBC or another issuer with a similar credit rating. |
¨ | You
seek current income from your investment or prefer to receive the dividends paid on the stocks included in the Underlying. |
¨ | You
are not willing or are unable to assume the credit risk of CIBC, as Issuer of the Notes, including any repayment of principal. |
The suitability considerations identified above are not exhaustive.
Whether or not the Notes are a suitable investment for you will depend on your individual circumstances, and you should reach an investment
decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an
investment in the Notes in light of your particular circumstances. For more information about the Underlying, see “Information
About the Underlying” in this pricing supplement, and “Index Descriptions—The S&P U.S. Indices” beginning
on page S-45 of the accompanying underlying supplement. You should also review carefully the “Key Risks” herein and
the more detailed “Risk Factors” beginning on page S-1 of the underlying supplement and beginning on page S-1 of
the accompanying prospectus supplement.
Issuer: |
Canadian
Imperial Bank of Commerce |
Principal
Amount: |
$10.00
per Note (subject to a minimum investment of $1,000). |
Term: |
Approximately
2 years |
Trade
Date: |
June 15,
2023 |
Settlement
Date: |
June 21,
2023 |
Final
Valuation Date1: |
June 16,
2025 |
Maturity
Date1: |
June 20,
2025 |
Reference
Asset: |
The
S&P 500® Index (Ticker: “SPX”) (the “Underlying”) |
Upside
Gearing: |
2.00 |
Maximum
Gain: |
21.70%
|
Buffer: |
15% |
Downside
Threshold: |
85.00%
of the Initial Level, as indicated on the cover hereof. |
Payment
at Maturity (per $10 Note): |
You will receive a cash payment on the Maturity Date calculated
as follows:
If the Underlying Return is positive, the lesser of:
(A) $10 + ($10 × Underlying Return
× Upside Gearing); and
(B) $10 + ($10 × Maximum Gain).
If the Underlying Return is zero or negative but the Final Level
is greater than or equal to the Downside Threshold:
$10
If the Underlying Return is negative and the Final Level is less
than the Downside Threshold:
$10 + [$10 × (Underlying Return + Buffer)]
In this case, you will lose 1% of the principal amount for each
1% decrease in the level of the Underlying by more than the Buffer. Accordingly, you will lose up to 85% of your principal amount. |
Underlying
Return: |
Final Level – Initial Level
Initial Level |
Initial
Level: |
The
Closing Level of the Underlying on the Trade Date, as indicated on the cover hereof. |
Final
Level: |
The
Closing Level of the Underlying on the Final Valuation Date. |
Calculation
Agent: |
Canadian
Imperial Bank of Commerce |
CUSIP/ISIN: |
13608M886
/ US13608M8863 |
INVESTING IN THE NOTES
INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE UP TO 85%OF YOUR PRINCIPAL AMOUNT AT MATURITY. ANY PAYMENT ON THE NOTES, INCLUDING
ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF CIBC. IF CIBC WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS, YOU
MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE NOTES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
1 The Final Valuation Date and the Maturity Date are subject
to postponement in the event of a Market Disruption Event or non-trading day, as described under “Certain Terms of the Notes—Valuation
Dates—For Notes Where the Reference Asset Is a Single Index” and “—Interest Payment Dates, Coupon Payment Dates,
Call Payment Dates and Maturity Date” in the accompanying underlying supplement.
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|
The Initial Level and the Downside Threshold were determined and
the terms of the Notes were set.
|
The Final Level and the Underlying Return are determined on the
Final Valuation Date.
If the Underlying Return is positive, CIBC will pay you a cash payment
per Note equal to the lesser of:
(A) $10 + ($10 × Underlying Return
× Upside Gearing); and
(B) $10 + ($10 × the Maximum
Gain)
If the Underlying Return is zero or negative but the Final Level
is greater than or equal to the Downside Threshold, CIBC will pay you the $10 principal amount per Note.
If the Underlying Return is negative and the Final Level is less
than the Downside Threshold, CIBC will pay you a cash payment at maturity that will be less than the principal amount of $10 per
Note, resulting in a loss of principal that is proportionate to the negative Underlying Return, equal to:
$10 + [$10 × (Underlying Return + Buffer)]
In this case, you will lose 1% of the principal amount for each
1% decrease in the level of the Underlying by more than the Buffer. Accordingly, you will lose up to 85% of your principal amount. |
An investment in the Notes involves significant risks. Some of the risks
that apply to the Notes are summarized here. However, CIBC urges you to read the more detailed explanation of risks relating to the Notes
in the “Risk Factors” section of the accompanying underlying supplement and the accompanying prospectus supplement. CIBC
also urges you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.
Structure Risks
¨ | Risk
of Loss at Maturity – The Notes differ from ordinary debt securities in that CIBC
will not necessarily pay the full principal amount of the Notes at maturity. CIBC will repay
you the full principal amount of your Notes only if the Final Level is equal to or greater
than the Downside Threshold. If the Final Level is less than the Downside Threshold, you
will be exposed on a 1-to-1 basis to any decrease in the level of the Underlying by more
than the Buffer. Accordingly, you could lose up to 85% of the principal amount of the Notes. |
¨ | Limited
Return on the Notes –Your return on the Notes will be limited by the Maximum Gain,
regardless of any increase in the level of the Underlying, which may be significant. Therefore,
you will not benefit from any appreciation of the Underlying in excess of an amount that,
when multiplied by the Upside Gearing, exceeds the Maximum Gain and your return on the Notes
may be less than your return would be on a hypothetical direct investment in the Underlying
or in the stocks included in the Underlying. |
¨ | The
Buffered Downside Market Exposure Applies Only if You Hold the Notes to Maturity –
You should be willing to hold your Notes to maturity. If you are able to sell your Notes
prior to maturity in the secondary market, you may have to sell them at a loss even if the
level of the Underlying is above the Downside Threshold. |
¨ | The
Upside Gearing Applies Only if You Hold the Notes to Maturity – You should be willing
to hold your Notes to maturity. If you are able to sell your Notes prior to maturity in the
secondary market, the price you receive will likely not reflect the full economic value of
the Upside Gearing or the Notes themselves, and the return you realize may be less than the
Upside Gearing times the Underlying Return, even if that return is positive and, when multiplied
by the Upside Gearing, does not exceed the Maximum Gain. You can receive the full benefit
of the Upside Gearing, subject to the Maximum Gain, only if you hold your Notes to maturity. |
¨ | No
Interest Payments – CIBC will not make any interest payments with respect to the
Notes. |
Underlying Risks
¨ | Owning
the Notes Is Not the Same as Owning the Stocks Included in the Underlying — The
return on your Notes may not reflect the return you would realize if you actually owned the
stocks included in the Underlying. As a holder of the Notes, you will not have voting rights
or rights to receive dividends or other distributions or other rights that holders of the
stocks included in the Underlying would have. Furthermore, the Underlying and the stocks
included in the Underlying may appreciate substantially during the term of your Notes, and
you will not participate in such appreciation. |
¨ | Changes
Affecting the Underlying May Adversely Affect the Level of the Underlying —
The policies of the Underlying sponsor concerning additions, deletions and substitutions
of the stocks included in the Underlying and the manner in which the Underlying sponsor takes
account of certain changes affecting those stocks included in the Underlying may adversely
affect the level of the Underlying. The policies of the Underlying sponsor with respect to
the calculation of the Underlying could also adversely affect the level of the Underlying.
The Underlying sponsor may discontinue or suspend calculation or dissemination of the Underlying.
Any such actions could have an adverse effect on the level of the Underlying and consequently,
the value of the Notes. |
Conflicts of Interest
¨ | Certain
Business, Trading and Hedging Activities of Us, UBS, and Our Respective Affiliates May Create
Conflicts With Your Interests and Could Potentially Adversely Affect the Value of the Notes
— We, UBS, and our respective affiliates may engage in trading and other business
activities related to the Underlying or any securities included in the 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 the 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 the Underlying, and therefore,
the market value of the Notes. These trading and other business activities, if they affect
the level of the Underlying or secondary trading in your Notes, could be adverse to your
interests as a beneficial owner of the Notes. |
| Moreover, we, UBS, and our respective affiliates play a variety of roles in connection with the
issuance of the Notes, including hedging our obligations under the Notes and making the assumptions and inputs used to determine the
pricing of the Notes and the initial estimated value of the Notes when the terms of the Notes were set. We expect to hedge our
obligations under the Notes through CIBCWM, UBS, one of our or its affiliates, and/or another unaffiliated counterparty, which may
include any dealer from which you purchase the Notes. Any of these hedging activities may adversely affect the level of the
Underlying and therefore the market value of the Notes and the amount you will receive 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 the Underlying
has occurred, and determine the Closing Level of the Underlying if the scheduled Final 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
¨ | Payments
on the Notes Are Subject to Our Credit Risk, and Actual or Perceived Changes in Our Creditworthiness
Are Expected to Affect the Value of the Notes — The Notes are our senior unsecured
debt obligations and are not, either directly or indirectly, an obligation of any third party.
As further described in the accompanying prospectus and prospectus supplement, the Notes
will rank on par with all of our other unsecured and unsubordinated debt obligations, except
such obligations as may be preferred by operation of law. All payments to be made on the
Notes depend on our ability to satisfy our obligations as they come due. As a result, the
actual and perceived creditworthiness of us may affect the market value of the Notes and,
in the event we were to default on our obligations, you may not receive the amounts owed
to you under the terms of the Notes. If we default on our obligations under the Notes, your
investment would be at risk and you could lose some or all of your investment. See “Description
of Senior Debt Securities—Events of Default” in the accompanying prospectus. |
¨ | The
Notes Will Be Subject to Risks Under Canadian Bank Resolution Powers — Under Canadian
bank resolution powers, the CDIC may, in circumstances where the Bank has ceased, or is about
to cease, to be viable, assume temporary control or ownership of the Bank and may be granted
broad powers by one or more orders of the Governor in Council (Canada), each of which we
refer to as an “Order,” including the power to sell or dispose of all or a part
of the assets of the Bank, and the power to carry out or cause the Bank to carry out a transaction
or a series of transactions the purpose of which is to restructure the business of the Bank.
If the CDIC were to take action under the Canadian bank resolution powers with respect to
the Bank, this could result in holders or beneficial owners of the Notes being exposed to
losses. |
¨ | The
Bank’s Initial Estimated Value of the Notes Is Lower Than the Initial Issue Price (Price
to Public) of the Notes — The initial issue price of the Notes exceeds the Bank’s
initial estimated value because costs associated with selling and structuring the Notes,
as well as hedging the Notes, are included in the initial issue price of the Notes. See “The
Bank’s Estimated Value of the Notes” on page PS-14 of this pricing supplement. |
¨ | The
Bank’s Initial Estimated Value Does Not Represent Future Values of the Notes and May Differ
From Others’ Estimates — The Bank’s initial estimated value of the
Notes is only an estimate, which was determined by reference to the Bank’s internal
pricing models when the terms of the Notes were set. This estimated value was based on market
conditions and other relevant factors existing at that time, the Bank’s internal funding
rate on the Trade Date and the Bank’s assumptions about market parameters, which can
include volatility, dividend rates, interest rates and other factors. Different pricing models
and assumptions could provide valuations for the Notes that are greater or less than the
Bank’s initial estimated value. In addition, market conditions and other relevant factors
in the future may change, and any assumptions may prove to be incorrect. On future dates,
the market value of the Notes could change significantly based on, among other things, changes
in market conditions, including the level of the Underlying, the Bank’s creditworthiness,
interest rate movements and other relevant factors, which may impact the price at which CIBCWM
or any other party would be willing to buy the Notes from you in any secondary market transactions.
The Bank’s initial estimated value does not represent a minimum price at which CIBCWM
or any other party would be willing to buy the Notes in any secondary market (if any exists)
at any time. See “The Bank’s Estimated Value of the Notes” on page PS-14
of this pricing supplement. |
¨ | The
Bank’s Initial Estimated Value of the Notes Was Not Determined by Reference to Credit
Spreads for Our Conventional Fixed-Rate Debt — The internal funding rate used in
the determination of the Bank’s initial estimated value of the Notes generally represents
a discount from the credit spreads for our conventional fixed-rate debt. The discount is
based on, among other things, our view of the funding value of the Notes as well as the higher
issuance, operational and ongoing liability management costs of the Notes in comparison to
those costs for our conventional fixed-rate debt. If the Bank were to have used the interest
rate implied by our conventional fixed-rate debt, we would expect the economic terms of the
Notes to be more favorable to you. Consequently, our use of an internal funding rate for
market-linked Notes had an adverse effect on the economic terms of the Notes and the initial
estimated value of the Notes on the Trade Date, and could have an adverse effect on any secondary
market prices of the Notes. See “The Bank’s Estimated Value of the Notes” on page PS-14 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 7 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 — 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. These factors include the level
of the Underlying; the volatility of the Underlying; the dividend rate paid on stocks included
in the Underlying; the time remaining to the maturity 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. This may affect the price you receive upon
such sale. Consequently, you should be willing to hold the Notes to maturity. |
Hypothetical
Scenario Analysis and Examples |
The scenario analysis and examples below are hypothetical and provided
for illustrative purposes only. They do not purport to be representative of every possible scenario concerning increases or decreases
in the level of the Underlying relative to the Initial Level. The hypothetical terms used below are not the actual terms. The actual
terms are indicated on the cover of this pricing supplement. We cannot predict the Final Level. You should not take the scenario
analysis and these examples as an indication or assurance of the expected performance of the Underlying. The numbers appearing in the
examples below may have been rounded for ease of analysis. The following scenario analysis and examples illustrate the Payment at Maturity
per $10.00 Note on a hypothetical offering of the Notes, based on the following terms:
Investment Term: |
Approximately 2 years |
Upside Gearing: |
2.00 |
Maximum Gain: |
21.70% |
Buffer: |
15% |
Hypothetical Initial Level: |
1,000.00 |
Hypothetical Downside Threshold: |
850.00 (85.00% of the hypothetical Initial Level) |
Example 1— The level of the Underlying
increases from an Initial Level of 1,000.00 to a Final Level of 1,025.00.
Because the Underlying Return of 2.50%
is greater than zero, the Payment at Maturity for each $10 principal amount of Notes is equal to
the lesser of:
(A) $10.00 + ($10.00 ×
2.50% × 2.00), and
(B) $10.00 + ($10.00
×21.70%)
Payment at Maturity =$10.50
Example 1 shows that the Notes provide a leveraged return
if the positive Underlying Return multiplied by the Upside Gearing does not exceed the Maximum Gain.
Example 2— The level of the Underlying
increases from an Initial Level of 1,000.00 to a Final Level of 1,200.00.
Because the Underlying Return of 20.00%
is greater than zero, the Payment at Maturity for each $10 principal amount of Notes is equal to
the lesser of:
(A) $10.00 + ($10.00 ×
20.00% × 2.00), and
(B) $10.00 + ($10.00
×21.70%)
Payment at Maturity =$12.17
Example 2 shows that when the Underlying Return multiplied
by the Upside Gearing exceeds the Maximum Gain, the return on the Notes will be limited to the Maximum Gain.
Example 3— The level of the Underlying
increases from an Initial Level of 1,000.00 to a Final Level of 1,500.00.
Because the Underlying Return of 50.00%
is greater than zero, the Payment at Maturity for each $10 principal amount of Notes is equal to
the lesser of:
(A) $10.00 + ($10.00 ×
50.00% × 2.00), and
(B) $10.00 + ($10.00
×21.70%)
Payment at Maturity =$12.17
Example 3 shows that the return on the Notes will not
exceed the Maximum Gain, regardless of the extent to which the level of the Underlying increases.
Example 4— The level of the Underlying
decreases from an Initial Level of 1,000.00 to a Final Level of 900.00.
Payment at Maturity = $10.00
Because the Underlying Return is negative but the Final
Level is greater than the Downside Threshold, the Payment at Maturity is equal to the $10.000 principal amount per Note (a return of
0%).
Example 5— The level of the Underlying
decreases from an Initial Level of 1,000.00 to a Final Level of 500.00.
Payment at Maturity
= $10 + [$10 × (-50.00% + 15%)] = $6.50
Because the Underlying Return is negative
and the Final Level is less than the Downside Threshold, the Notes will be fully exposed to any decline in the level of the Underlying
on the Final Valuation Date by more than the Buffer. In this case, you would incur a loss of 35.00% of the principal amount.
Example 5 shows that you are exposed on a 1-to-1 basis
to any decrease in the level of the Underlying by more than the Buffer. In this case, you will lose up to 85% of your principal
amount at maturity.
Scenario Analysis – Hypothetical
Payment at Maturity for each $10.00 principal amount of the Notes.
Hypothetical
Final
Level |
|
Hypothetical
Underlying
Return* |
|
Payment at
Maturity |
|
Return on
Notes at
Maturity** |
2,000.00 |
|
100.00% |
|
$12.17
|
|
21.70% |
1,500.00 |
|
50.00% |
|
$12.17 |
|
21.70% |
1,200.00 |
|
20.00% |
|
$12.17
|
|
21.70% |
1,108.50 |
|
10.85% |
|
$12.17 |
|
21.70% |
1,100.00 |
|
10.00% |
|
$12.00 |
|
20.00% |
1,050.00 |
|
5.00% |
|
$11.00 |
|
10.00% |
1,025.00 |
|
2.50% |
|
$10.50 |
|
5.00% |
1,000.00 |
|
0.00% |
|
$10.00 |
|
0.00% |
950.00 |
|
-5.00% |
|
$10.00 |
|
0.00% |
900.00 |
|
-10.00% |
|
$10.00 |
|
0.00% |
850.00 |
|
-15.00% |
|
$10.00 |
|
0.00% |
840.00 |
|
-16.00% |
|
$9.90 |
|
-1.00% |
500.00 |
|
-50.00% |
|
$6.50 |
|
-35.00% |
250.00 |
|
-75.00% |
|
$4.00 |
|
-60.00% |
0.00 |
|
-100.00% |
|
$1.50 |
|
-85.00% |
* The Underlying Return excludes cash dividend payments
on the stocks included in the Underlying.
** This “Return on Notes” is the number,
expressed as a percentage, that results from comparing the Payment at Maturity per $10 principal amount of the Notes to the purchase
price of $10 per Note.
Information
About the Underlying |
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 Underlying 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 Underlying.
In addition, information about the Underlying may be obtained from other
sources, including, but not limited to, the index sponsor’s website (including information regarding the Underlying’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 Underlying is
accurate or complete.
Historical Performance of the Underlying
The graph below illustrates the performance of the Underlying from January 1,
2018 to June 15, 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 15, 2023, the Closing Level of the Underlying was 4,425.84, which is the Initial Level. The blue line indicates the Downside
Threshold of 3,761.96, which is equal to 85.00% of the Initial Level. The historical performance of the Underlying should not be taken
as an indication of its future performance, and no assurances can be given as to the level of the Underlying at any time during the term
of the Notes, including the Final Valuation Date. We cannot give you assurance that the performance of the Underlying 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/2023/06/16/0001104659-23-072128_tm2317535d52_424b2img03.jpg)
Source: Bloomberg
United
States Federal Income Tax Considerations |
The following discussion is a brief summary of the material U.S. federal
income tax considerations relating to an investment in the Notes. The following summary is not complete and is both qualified and supplemented
by (although to the extent inconsistent supersedes) the discussion entitled “Material U.S. Federal Income Tax Consequences”
in the underlying supplement, which you should carefully review prior to investing in the Notes. Except with respect to the section below
under “Non-U.S. Holders,” it applies only to those U.S. Holders who are not excluded from the discussion of United States
Taxation in the accompanying prospectus.
The U.S. federal income tax considerations of your investment in the
Notes are uncertain. No statutory, judicial or administrative authority directly discusses how the Notes should be treated for U.S. federal
income tax purposes. In the opinion of our tax counsel, Mayer Brown LLP, it would generally be reasonable to treat the Notes as prepaid
derivative contracts. Pursuant to the terms of the Notes, you agree to treat the Notes in this manner for all U.S. federal income tax
purposes. If this treatment is respected, you should generally recognize capital gain or loss upon the sale, exchange, redemption or
payment upon maturity in an amount equal to the difference between the amount you receive in such transaction and the amount that you
paid for your Notes. Such gain or loss should generally be treated as long-term capital gain or loss if you have held your Notes for
more than one year.
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 treatment 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.
Non U.S.-Holders. A “dividend equivalent” payment
is treated as a dividend from sources within the United States and such payments generally would be subject to a 30% U.S. withholding
tax if paid to a Non-U.S. Holder. Under Treasury regulations, payments (including deemed payments) with respect to equity-linked instruments
(“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an
interest in an “underlying security,” which is generally any interest in an entity taxable as a corporation for U.S. federal
income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend. However, Internal Revenue
Service guidance provides that withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments
and that are issued before January 1, 2025. We expect that the delta of the Notes will not be one, and therefore, we expect that
Non-U.S. Holder should not be subject to withholding on dividend equivalent payments, if any, under the Notes. However, it is possible
that the Notes could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain events affecting
the Underlying or the Notes, and following such occurrence the Notes could be treated as subject to withholding on dividend equivalent
payments. Non-U.S. Holders that enter, or have entered, into other transactions in respect of the Underlying or the Notes should consult
their tax advisors as to the application of the dividend equivalent withholding tax in the context of the Notes and their other transactions.
If any payments are treated as dividend equivalents subject to withholding, we (or the applicable paying agent) would be entitled to
withhold taxes without being required to pay any additional amounts with respect to amounts so withheld.
Please see the discussion under the section entitled “Material
U.S. Federal Income Tax Consequences” in the underlying supplement for a further discussion of the U.S. federal income tax consequences
of an investment in the Notes. You should consult your tax advisor as to the tax consequences of such characterization and any possible
alternative characterizations of the Notes for U.S. federal income tax purposes. You should also consult your tax advisor concerning
the U.S. federal income tax and other tax consequences of your investment in the Notes in your particular circumstances, including the
application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
Certain
Canadian Federal Income Tax Considerations |
In the opinion of Blake, Cassels & Graydon LLP, our Canadian tax
counsel, the following summary describes the principal Canadian federal income tax considerations under the Income Tax Act (Canada)
and the regulations thereto (the “Canadian Tax Act”) generally applicable at the date hereof to a purchaser who acquires beneficial
ownership of a Note pursuant to this pricing supplement and who for the purposes of the Canadian Tax Act and at all relevant times: (a)
is neither resident nor deemed to be resident in Canada; (b) deals at arm’s length with 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.
Supplemental
Plan of Distribution (Conflicts of Interest) |
Pursuant to the terms of a distribution agreement, CIBCWM will purchase
the Notes from CIBC for distribution to UBS (the “Agent”). CIBCWM has agreed to sell to the Agent, and the Agent has agreed
to purchase, all of the Notes at the price to public less the underwriting discount set forth on the cover hereof. The Agent may allow
a concession to its affiliates not in excess of the underwriting discount set forth on the cover hereof.
CIBCWM is our affiliate, and is deemed to have a conflict of interest
under FINRA Rule 5121. In accordance with FINRA Rule 5121, CIBCWM may not make sales in this offering to any of its discretionary
accounts without the prior written approval of the customer.
We will deliver the Notes against payment therefor in New York, New
York on a date that is more than two business days following the Trade Date. Under Rule 15c6-1 of the Securities Exchange Act of
1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to two business days before delivery will be required
to specify alternative settlement arrangements to prevent a failed settlement.
The Bank may use this pricing supplement in the initial sale of the
Notes. In addition, CIBCWM or another of the Bank’s affiliates may use this pricing supplement in market-making transactions in
any Notes after their initial sale. Unless CIBCWM or we inform you otherwise in the confirmation of sale, this pricing supplement is
being used by CIBCWM in a market-making transaction.
While CIBCWM may make markets in the Notes, it is under no obligation
to do so and may discontinue any market-making activities at any time without notice. See the section titled “Supplemental Plan
of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement.
The price at which you purchase the Notes includes costs that the Bank
or its affiliates expect to incur and profits that the Bank or its affiliates expect to realize in connection with hedging activities
related to the Notes. These costs and profits will likely reduce the secondary market price, if any secondary market develops, for the
Notes. As a result, you may experience an immediate and substantial decline in the market value of your Notes on the Settlement Date.
The
Bank’s Estimated Value of the Notes |
The Bank’s initial estimated value of the Notes set forth on the
cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income
debt component with the same maturity as the Notes, valued using our internal funding rate for structured debt described below, and (2) the
derivative or derivatives underlying the economic terms of the Notes. The Bank’s initial estimated value does not represent a minimum
price at which CIBCWM or any other person would be willing to buy your Notes in any secondary market (if any exists) at any time. The
internal funding rate used in the determination of the Bank’s initial estimated value generally represents a discount from the
credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the
Notes as well as the higher issuance, operational and ongoing liability management costs of the Notes in comparison to those costs for
our conventional fixed-rate debt. For additional information, see “Key Risks—The Bank’s Initial Estimated Value of
the Notes Was Not Determined by Reference to Credit Spreads for Our Conventional Fixed-Rate Debt” in this pricing supplement. The
value of the derivative or derivatives underlying the economic terms of the Notes is derived from the Bank’s or a third party hedge
provider’s internal pricing models. These models are dependent on inputs such as the traded market prices of comparable derivative
instruments and on various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest
rates and other factors, as well as assumptions about future market events and/or environments. Accordingly, the Bank’s initial
estimated value of the Notes was determined when the terms of the Notes were set based on market conditions and other relevant factors
and assumptions existing at that time. See “Key Risks—The Bank’s Initial Estimated Value Does Not Represent Future
Values of the Notes and May Differ From Others’ Estimates” in this pricing supplement.
The Bank’s initial estimated value of the Notes is lower than
the initial issue price of the Notes because costs associated with selling, structuring and hedging the Notes are included in the initial
issue price of the Notes. These costs include the selling commissions paid to CIBCWM and other affiliated or unaffiliated dealers, the
projected profits that our hedge counterparties, which may include our affiliates, expect to realize for assuming risks inherent in hedging
our obligations under the Notes and the estimated cost of hedging our obligations under the Notes. Because hedging our obligations entails
risk and may be influenced by market forces beyond our control, this hedging may result in a profit that is more or less than expected,
or it may result in a loss. We or one or more of our affiliates will retain any profits realized in hedging our obligations under the
Notes. See “Key Risks—The Bank’s Initial Estimated Value of the Notes Is Lower Than the Initial Issue Price (Price
to Public) of the Notes” in this pricing supplement.
In the opinion of Blake, Cassels & Graydon LLP, as Canadian
counsel to the Bank, the issue and sale of the Notes has been duly authorized by all necessary corporate action of the Bank in conformity
with the indenture, and when the Notes have been duly executed, authenticated and issued in accordance with the indenture, the Notes
will be validly issued and, to the extent validity of the Notes is a matter governed by the laws of the Province of Ontario or the federal
laws of Canada applicable therein, will be valid obligations of the Bank, subject to applicable bankruptcy, insolvency and other laws
of general application affecting creditors’ rights, equitable principles, and subject to limitations as to the currency in which
judgments in Canada may be rendered, as prescribed by the Currency Act (Canada). This opinion is given as of the date hereof and
is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein. In addition, this opinion is subject
to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the genuineness of signature,
and to such counsel’s reliance on the Bank and other sources as to certain factual matters, all as stated in the opinion letter
of such counsel dated June 15, 2021, which has been filed as Exhibit 5.2 to the Bank’s Registration Statement on Form F-3
filed with the SEC on June 15, 2021.
In the opinion of Mayer Brown LLP, when the Notes have been duly completed
in accordance with the indenture and issued and sold as contemplated by this pricing supplement and the accompanying underlying supplement,
prospectus supplement and prospectus, the Notes will constitute valid and binding obligations of the Bank, entitled to the benefits of
the indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles. This opinion is given as of the date hereof and is
limited to the laws of the State of New York. This opinion is subject to customary assumptions about the trustee’s authorization,
execution and delivery of the indenture and such counsel’s reliance on the Bank and other sources as to certain factual matters,
all as stated in the legal opinion dated June 15, 2021, which has been filed as Exhibit 5.1 to the Bank’s Registration
Statement on Form F-3 filed with the SEC on June 15, 2021.
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