Filed Pursuant to Rule 424(b)(2)
Registration No. 333-272447
The information in this preliminary pricing supplement
is not complete and may be changed. This preliminary pricing supplement and the accompanying underlying supplement, prospectus supplement
and prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
|
Subject to Completion, Dated August 19, 2024 |
Pricing Supplement dated , 2024 |
(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 Trigger GEARS
$ Notes Linked to the S&P
500® Index due on or about August 31, 2029
These Trigger 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 greater than zero, CIBC will pay the principal amount at maturity plus a return equal to the Upside Gearing multiplied
by the Underlying Return. If the Underlying Return is equal to or less than zero but greater than or equal to -25% (the “Trigger
Amount”), CIBC will pay the full principal amount at maturity. However, if the Underlying Return is less than the Trigger Amount,
CIBC will pay less than the full principal amount at maturity, if anything, resulting in a loss of principal that is proportionate to
the negative Underlying Return. Investing in the Notes involves significant risks. The Notes do not pay any interest. You may lose
some or all 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.
| q | Enhanced Growth Potential: At maturity, the Notes enhance any positive Underlying Return. If the Underlying Return is negative,
investors may be exposed to the downside market risk of the negative Underlying Return at maturity. |
| q | Contingent Repayment of
Principal at Maturity: If the Underlying Return is equal to or less than zero but greater
than or equal to the Trigger Amount, CIBC will repay the principal amount at maturity. However,
if the Underlying Return is less than the Trigger Amount, investors will be exposed to the
full downside performance of the Underlying and CIBC will pay less than the full principal
amount at maturity, resulting in a loss of principal that is proportionate to the negative
Underlying Return. Accordingly, you could lose some or all of the principal amount. Any payment
on the Notes, including any repayment of principal, is subject to the creditworthiness of
CIBC. |
Key Dates¹ |
Trade Date |
August 27, 2024 |
Settlement Date |
August 30, 2024 |
Final Valuation Date2 |
August 28, 2029 |
Maturity Date2 |
August 31, 2029 |
1 Expected. In the event we make any change to the expected Trade Date and Settlement Date, the Final Valuation Date and the Maturity Date will be changed so that the stated term of the Notes remains the same.
2 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 SOME OR ALL OF THE PRINCIPAL AMOUNT AT MATURITY. THIS MARKET RISK
IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF CIBC. YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND
OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.
YOU SHOULD CAREFULLY
CONSIDER THE RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE PS-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. The final terms of the Notes will be determined on the Trade Date.
Underlying |
Initial Level |
Downside
Threshold |
Trigger Amount |
Upside Gearing |
CUSIP/ISIN |
The S&P 500® Index (“SPX”) |
• |
75% of the Initial Level |
-25% |
1.08 – 1.13, to be determined on the Trade Date. |
13608Q317 / US13608Q3175 |
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 expected to be between $9.267 and $9.581 per $10.00 principal amount of the Notes, which is expected
to be 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 the last page 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 |
• |
$10.00 |
• |
$0.35 |
• |
$9.65 |
(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 the last page 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
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, UBS and our respective affiliates have not authorized any other person to provide you with different or additional information.
If anyone provides you with different or additional information, you should not rely on it.
We, CIBCWM and UBS
are not making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the
information contained in or incorporated by reference in this pricing supplement or the accompanying underlying supplement, the prospectus
supplement or the prospectus is accurate as of any date other than the date of the applicable document. Our business, financial condition,
results of operations and prospects may have changed since that date. Neither this pricing supplement nor the accompanying underlying
supplement, the prospectus supplement or the prospectus constitutes an offer, or an invitation on behalf of us, CIBCWM or UBS, to subscribe
for and purchase any of the Notes and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction
in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
References to “CIBC,”
“the Issuer,” “the Bank,” “we,” “us” and “our” in this pricing supplement
are references to Canadian Imperial Bank of Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise
requires. References to “Index” in the underlying supplement will be references to “Underlying.”
You may access
the underlying supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such address
has changed, by reviewing our filing for the relevant date on the SEC website):
| ¨ | Underlying
supplement dated September 5, 2023: |
| ¨ | Prospectus
supplement dated September 5, 2023: |
| ¨ | Prospectus
dated September 5, 2023: |
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 some or all 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. |
| ¨ | You would be willing to invest in the Notes if the Upside Gearing was set
equal to the bottom of the range indicated on the cover hereof (the actual Upside Gearing will be set on the Trade Date). |
| ¨ | 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 some or
all 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. |
| ¨ | You are not willing to invest in the Notes if the Upside Gearing is set equal
to the bottom of the range indicated on the cover hereof (the actual Upside Gearing will be set on the Trade Date). |
| ¨ | 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-43 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.
Indicative Terms |
Issuer: |
Canadian Imperial Bank of Commerce |
Principal Amount: |
$10.00 per Note (subject to a minimum investment of $1,000). |
Term: |
Approximately 5 years |
Trade Date¹: |
August 27, 2024 |
Settlement Date¹: |
August 30, 2024 |
Final Valuation Date¹: |
August 28, 2029 |
Maturity Date¹: |
August 31, 2029 |
Reference Asset: |
The S&P 500® Index (Ticker: “SPX”) (the “Underlying”) |
Upside Gearing: |
1.08 – 1.13, to be determined on the Trade Date. |
Trigger Amount: |
-25% |
Downside Threshold: |
75.00% of the Initial Level |
Payment at Maturity (per $10 Note): |
You will receive a cash payment on the Maturity
Date calculated as follows:
If the Underlying Return is greater than
zero:
$10 + ($10 × Underlying
Return × Upside Gearing)
If the Underlying Return is equal to or
less than zero but greater than or equal to the Trigger Amount:
$10
If the Underlying Return is less than the
Trigger Amount:
$10 + ($10 × Underlying
Return)
In this case, you will have a loss of principal
that is proportionate to the negative Underlying Return, and you will lose some or all of your principal amount. |
Underlying Return: |
Final Level – Initial Level
Initial Level
|
Initial Level: |
The Closing Level of the Underlying on the Trade Date. |
Final Level: |
The Closing Level of the Underlying on the Final Valuation Date. |
Calculation Agent: |
Canadian Imperial Bank of Commerce |
CUSIP/ISIN: |
13608Q317 / US13608Q3175 |
INVESTING IN THE NOTES INVOLVES SIGNIFICANT RISKS. YOU MAY
LOSE SOME OR ALL 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
Expected. In the event CIBC makes any changes to the expected Trade Date and Settlement Date, the Final Valuation Date and the
Maturity Date will be changed so that the stated term of the Notes remains the same. 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.
Investment Timeline |
|
|
|
Trade Date |
The Initial Level and the Downside Threshold are determined and the terms of the Notes are set. |
|
|
Maturity Date |
The Final Level and the Underlying Return are
determined on the Final Valuation Date.
If the Underlying Return is greater than zero,
CIBC will pay you a cash payment per Note equal to:
$10 + ($10 × Underlying
Return × Upside Gearing)
If the Underlying Return is equal to or less
than zero but greater than or equal to the Trigger Amount, CIBC will pay you the $10 principal amount per Note.
If the Underlying Return is less than the Trigger
Amount, 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).
In this case, you could lose up to 100%
of the principal amount of the Notes. |
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. The return on the Notes at maturity is linked to the performance
of the Underlying and will depend on whether, and to the extent which, the Underlying Return is positive or negative and if the Underlying
Return is negative, whether the Underlying Return is below the Trigger Amount. If the Underlying Return is below the Trigger Amount, CIBC
will pay you less than the principal amount at maturity, resulting in a loss of principal equal to the negative Underlying Return. Accordingly,
you could lose up to 100% of the principal amount of the Notes. |
| ¨ | The Contingent Repayment of Principal 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. You can receive the full benefit of the Upside Gearing
only if you hold your Notes to maturity. |
| ¨ | The Notes Are Riskier Than Notes With a Shorter Term – The Notes are relatively long-dated.
Therefore, many of the risks of the Notes are heightened as compared to notes with a shorter term, as you will be subject to those risks
for a longer period of time. In addition, the value of a longer-dated note is typically less than the value of an otherwise comparable
note with a shorter term. |
| ¨ | 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 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 the 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 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 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 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 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 12 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 will be set on the Trade Date and will be indicated on the cover of the applicable 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 assumptions:
Investment Term: |
Approximately 5 years |
Hypothetical Upside Gearing: |
1.08 |
Trigger Amount: |
-25% |
Hypothetical Initial Level: |
1,000.00 |
Hypothetical Downside Threshold: |
750.00 (75.00% 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 1,100.00.
Because the Underlying Return of 10.00% is greater
than zero, the Payment at Maturity for each $10 principal amount of Notes is equal to:
$10.00 + ($10.00 × 10.00% × 1.08)
Payment at Maturity = $11.08
Example 1 shows that the Notes provide a leveraged
return if the Underlying Return is positive.
Example 2— The level of the Underlying
decreases from an Initial Level of 1,000.00 to a Final Level of 800.00.
Payment at Maturity = $10.00
Because the Underlying Return is -20.00%, which
is equal to or less than zero but greater than or equal to the Trigger Amount, the Payment at Maturity is equal to the $10.00 principal
amount per Note (a return of 0%).
Example 3— 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%)
= $5.00
Because the Underlying Return of -50.00% is less
than the Trigger Amount, the Notes will be fully exposed to any decline in the level of the Underlying on the Final Valuation Date. In
this case, you would incur a loss of 50.00% of the principal amount.
Example 3 shows that you are exposed on a 1-to-1
basis to any decrease in the level of the Underlying if the Underlying Return is less than the Trigger Amount. In this case, you
will lose some or all 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% |
$20.80 |
108.00% |
1,750.00 |
75.00% |
$18.10 |
81.00% |
1,500.00 |
50.00% |
$15.40 |
54.00% |
1,250.00 |
25.00% |
$12.70 |
27.00% |
1,200.00 |
20.00% |
$12.16 |
21.60% |
1,100.00 |
10.00% |
$11.08 |
10.80% |
1,050.00 |
5.00% |
$10.54 |
5.40% |
1,000.00 |
0.00% |
$10.00 |
0.00% |
900.00 |
-10.00% |
$10.00 |
0.00% |
800.00 |
-20.00% |
$10.00 |
0.00% |
750.00 |
-25.00% |
$10.00 |
0.00% |
740.00 |
-26.00% |
$7.40 |
-26.00% |
500.00 |
-50.00% |
$5.00 |
-50.00% |
250.00 |
-75.00% |
$2.50 |
-75.00% |
0.00 |
-100.00% |
$0.00 |
-100.00% |
* 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-43 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, 2019 to August 16, 2024, 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 August 16, 2024, the Closing Level of the Underlying was 5,554.25 (the “Hypothetical Initial Level”). The
blue line indicates a hypothetical Downside Threshold of 4,165.69, which is equal to 75.00% of the Hypothetical 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
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, 2027. 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 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 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 will agree to sell to the Agent, and
the Agent will agree 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 expect to 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. 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 Will Not Be 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 will be determined when the terms of the Notes are 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 will be 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 Will Be Lower
Than the Initial Issue Price (Price to Public) of the Notes” in this pricing supplement.
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