Filed
Pursuant to Rule 424(b)(2)
Registration No. 333-272447
Pricing Supplement dated May 8, 2024
(To Equity Index Underlying Supplement dated September
5, 2023,
Prospectus Supplement dated September 5, 2023, and
Prospectus dated September 5, 2023)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
$3,594,000 Contingent Income Auto-Callable Securities
due May 13, 2027
Based on the Worst Performing of the S&P 500®
Index, the Nasdaq-100 Index® and the Russell 2000® Index
Principal at Risk Securities
The Contingent Income Auto-Callable Securities (the “securities”)
are unsecured debt obligations of Canadian Imperial Bank of Commerce (“CIBC” or the “Bank”). The securities have
the terms described in the accompanying underlying supplement, prospectus supplement and prospectus, as supplemented or modified by this
document. The securities do not guarantee the payment of interest or the repayment of any principal. Instead, the securities will pay
a Contingent Quarterly Coupon at an annual rate of 8.60% but only if the Closing Level of each of the S&P 500®
Index, the Nasdaq-100 Index® and the Russell 2000® Index on the related Observation Date is at
or above 70.00% of its respective Initial Index Value, which we refer to as the respective Coupon Barrier Level. However,
if the Closing Level of any Underlying Index is less than its Coupon Barrier Level on any Observation Date, we will
pay no interest for the related quarterly period. In addition, the securities will be automatically redeemed if the Closing Level of
each Underlying Index is greater than or equal to its respective Initial Index Value on any quarterly Observation
Date, beginning on May 8, 2025 and ending on February 8, 2027, for the Early Redemption Payment equal to the sum of the Stated Principal
Amount plus the related Contingent Quarterly Coupon. No further payments will be made on the securities once they have been redeemed.
At maturity, if the securities have not previously been redeemed and the Final Index Value of each Underlying Index is greater
than or equal to 70.00% of its respective Initial Index Value, which we refer to as the respective Downside Threshold Level, the
Payment at Maturity will be the Stated Principal Amount and the related Contingent Quarterly Coupon. If, however, the Final Index Value
of any Underlying Index is less than its Downside Threshold Level, investors will be fully exposed to the decline in the
Worst Performing Underlying Index on a 1-to-1 basis and will receive a Payment at Maturity that is less than 70.00% of the Stated
Principal Amount of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk
of losing their entire initial investment based on the performance of the Worst Performing Underlying Index and also the risk of not
receiving any quarterly coupons during the entire term of the securities. Because all payments on the securities are based on the
worst performing of the Underlying Indices, a decline beyond the respective Coupon Barrier Level on any Observation Date and/or beyond
the respective Downside Threshold Level on the final Observation Date, as applicable, of any Underlying Index will result in the
forfeiture of Contingent Quarterly Coupons and/or a significant loss of your investment, as applicable, even if one or both of the other
Underlying Indices have appreciated or have not declined as much. Investors will not participate in any appreciation in any Underlying
Index. The securities are for investors who are willing to risk their principal based on the worst performing of three Underlying Indices
and who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no quarterly interest
if any Underlying Index closes below its Coupon Barrier Level on any Observation Date, and the risk of an early redemption of
the securities.
All payments are subject to our credit risk. If
we default on our obligations, you could lose some or all of your investment. These securities are not secured obligations and you will
not have any security interest in, or otherwise have any access to, any Underlying Index or any securities included in any Underlying
Index. The securities will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance
Corporation, or any other government agency or instrumentality of Canada, the United States or any other jurisdiction. The securities
are not bail-inable debt securities (as defined on page 6 of the prospectus).
Final Terms |
Issuer: |
Canadian Imperial Bank of Commerce |
Underlying Indices: |
The S&P 500® Index (Bloomberg symbol:
SPX) (the “SPX Index”), the Nasdaq-100 Index® (Bloomberg symbol: NDX) (the “NDX Index”),
and the Russell 2000® Index (Bloomberg symbol: RTY) (the “RTY Index”) |
Aggregate Principal Amount: |
$3,594,000 |
Stated Principal Amount: |
$1,000 per security |
Pricing Date: |
May 8, 2024 |
Original Issue Date: |
May 13, 2024 (3 Business Days after the Pricing Date) |
Final Observation Date: |
May 10, 2027, subject to postponement as described under
“Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset Consists of Multiple Indices”
in the accompanying underlying supplement. |
Maturity Date: |
May 13, 2027, subject to Automatic Early Redemption and
postponement as described under “Certain Terms of the Notes—Interest Payment Dates, Coupon Payment Dates, Call Payment
Dates and Maturity Date” in the underlying supplement. |
Automatic Early Redemption: |
If, on any quarterly Observation Date beginning on May 8,
2025 and ending on February 8, 2027, the Closing Level of each Underlying Index is greater than or equal to its Initial
Index Value, the securities will be automatically redeemed for an Early Redemption Payment on the related Coupon Payment Date. No
further payments will be made on the securities once they have been redeemed. |
Early Redemption Payment: |
The Early Redemption Payment will be an amount equal to
(i) the Stated Principal Amount plus (ii) the Contingent Quarterly Coupon with respect to the related Observation Date. |
CUSIP / ISIN: |
13607XRZ2 / US13607XRZ23 |
Listing: |
The securities will not be listed on any securities exchange. |
Commissions and Issue Price: |
|
Price to Public |
Agent’s
Commissions |
Proceeds to Issuer |
Per Security |
|
$1,000.00 |
$17.50(1) |
|
|
|
|
$3.90(2) |
$978.60 |
Total |
|
$3,594,000.00 |
$62,895.00 |
$3,517,088.40 |
|
|
|
$14,016.60 |
|
(1) CIBC World Markets Corp. (“CIBCWM”), acting as agent
for the Bank, will receive a fee of $21.40 per security and will pay Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”)
a fixed sales commission of $17.50 for each security they sell. See “Additional Information About the Securities — Supplemental
Plan of Distribution (Conflicts of Interest)” below.
(2) Of the $21.40 per security
received by CIBCWM, CIBCWM will pay Morgan Stanley Wealth Management a structuring fee of $3.90 for each security.
The initial estimated value of the securities on the Pricing Date as
determined by CIBC is $962.60 per security, which is less than the price to public. See “Risk Factors—General Risks” beginning
on page 13 of this pricing supplement and “Additional Information About the Securities—The Bank’s Estimated Value of
the Securities” beginning on page 25 of this pricing supplement for additional information.
Neither the U.S. Securities
and Exchange Commission (the “SEC”) nor any state or provincial securities commission has approved or disapproved the securities
or determined if this pricing supplement or the accompanying underlying supplement, prospectus supplement or prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
Investing in the securities involves risks not associated with
an investment in ordinary debt securities. See “Risk Factors” beginning on page 11 of this pricing supplement, and “Risk
Factors” beginning on page S-1 of the accompanying underlying supplement, page S-1 of the prospectus supplement and page 1 of the
prospectus.
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Terms continued from previous page:
Contingent
Quarterly Coupon: |
·
If, on any Observation Date, the Closing Level of each Underlying
Index is greater than or equal to its Coupon Barrier Level, we will pay a Contingent Quarterly Coupon of $21.50 per security
(equivalent to an annual rate of 8.60%) on the related Coupon Payment Date.
· If,
on any Observation Date, the Closing Level of any Underlying Index is less than its Coupon Barrier Level, no Contingent
Quarterly Coupon will be paid with respect to that Observation Date. |
Observation
Dates: |
Quarterly,
on August 8, 2024, November 8, 2024, February 10, 2025, May 8, 2025, August 8, 2025, November 10, 2025, February 9, 2026, May 8,
2026, August 10, 2026, November 9, 2026, February 8, 2027 and May 10, 2027 (the “final Observation Date”). Each Observation
Date is subject to postponement for non-Trading Days and certain Market Disruption Events as described under “Certain Terms
of the Notes—Valuation Dates—For Notes Where the Reference Asset Consists of Multiple Indices” in the underlying
supplement. |
Coupon
Payment Dates: |
With respect
to each Observation Date other than the final Observation Date, the third Business Day after the related Observation Date. The payment
of the Contingent Quarterly Coupon, if any, with respect to the final Observation Date will be made on the Maturity Date. Each Coupon
Payment Date is subject to postponement as described under “Certain Terms of the Notes—Interest Payment Dates, Coupon
Payment Dates, Call Payment Dates and Maturity Date” in the underlying supplement. |
Payment
at Maturity: |
If the
securities have not been previously redeemed, investors will receive on the Maturity Date a Payment at Maturity determined as follows: |
·
If the Final Index Value of each
Underlying Index is greater than or equal to its respective Downside Threshold Level: the Stated Principal Amount plus
the Contingent Quarterly Coupon with respect to the final Observation Date
·
If the Final Index Value of any
Underlying Index is less than its Downside Threshold Level: (i) the Stated Principal Amount multiplied by (ii) the
Index Performance Factor of the Worst Performing Underlying Index.
Under these circumstances, the
Payment at Maturity will be less than 70.00% of the Stated Principal Amount of the securities and could be zero. Even with any Contingent
Quarterly Coupons, the return on the securities could be negative. |
Coupon
Barrier Level: |
3,631.369
with respect to the SPX, 12,659.507 with respect to the NDX and 1,438.5945 with respect to the RTY, each of which is 70.00% of its
Initial Index Value |
Downside
Threshold Level: |
3,631.369
with respect to the SPX, 12,659.507 with respect to the NDX and 1,438.5945 with respect to the RTY, each of which is 70.00% of its
Initial Index Value |
Index
Performance Factor of the Worst Performing Underlying Index: |
With respect
to the Worst Performing Underlying Index, its Final Index Value divided by its Initial Index Value |
Worst
Performing Underlying Index: |
The Underlying
Index with the lowest Final Index Value as compared to the respective Initial Index Value |
Initial
Index Value: |
5,187.67
with respect to the SPX, 18,085.01 with respect to the NDX and 2,055.135 with respect to the RTY, each of which was its Closing Level
on the Pricing Date. |
Final
Index Value: |
With respect
to each Underlying Index, its Closing Level on the final Observation Date. |
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Investment Summary
Contingent Income Auto-Callable Securities
Principal at Risk Securities
Contingent Income Auto-Callable Securities due May 13,
2027 Based on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index (the “securities”) do not guarantee the repayment of any principal and do not provide for the regular payment
of interest. Instead, the securities will pay a Contingent Quarterly Coupon but only if the Closing Level of each Underlying
Index is at or above its respective Coupon Barrier Level on the related Observation Date. However, if the Closing Level
of any Underlying Index is less than its Coupon Barrier Level on any Observation Date, we will pay no interest for
the related quarterly period. If the Closing Level of at least one Underlying Index is less than its respective Coupon
Barrier Level on each Observation Date, you will not receive any Contingent Quarterly Coupon for the entire term of the securities.
In addition, if the Closing Level of each Underlying Index is greater than or equal to its Initial Index Value on any quarterly
Observation Date beginning on May 8, 2025 and ending on February 8, 2027, the securities will be automatically redeemed for an Early
Redemption Payment equal to the Stated Principal Amount plus the Contingent Quarterly Coupon with respect to the related Observation
Date. If the securities have not been automatically called prior to maturity and the Final Index Value of any Underlying Index
is less than its Downside Threshold Level, investors will be fully exposed to the decline in the Worst Performing Underlying Index
on a 1-to-1 basis, and will receive a Payment at Maturity that is less than 70.00% of the Stated Principal Amount of the securities and
could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment
based on the performance of the Worst Performing Underlying Index and also the risk of not receiving any quarterly coupons throughout
the entire term of the securities. In addition, investors will not participate in any appreciation of any Underlying Index.
Maturity: |
Three years,
unless redeemed earlier |
Contingent Quarterly Coupon: |
If the Closing Level of each Underlying Index
is greater than or equal to its respective Coupon Barrier Level on an Observation Date, we will pay a Contingent Quarterly
Coupon of $21.50 per security (equivalent to an annual rate of 8.60%) on the related Coupon Payment Date.
If the Closing Level of any Underlying Index
is less than its Coupon Barrier Level, no Contingent Quarterly Coupon will be paid with respect to that quarterly period.
It is possible that one or more Underlying Indices will close below the respective Coupon Barrier Level(s) on most or all of the
Observation Dates so that you will receive few or no Contingent Quarterly Coupons throughout the entire term of the securities. |
Automatic Early Redemption: |
If the Closing Level of each Underlying
Index is greater than or equal to its Initial Index Value on any quarterly Observation Date beginning on May 8, 2025 and ending
on February 8, 2027, the securities will be automatically redeemed for an Early Redemption Payment equal to the Stated Principal
Amount plus the Contingent Quarterly Coupon with respect to the related Observation Date. No further payments will be made on the
securities once they have been redeemed. |
Payment at Maturity: |
If the securities have not been automatically redeemed
prior to maturity, the Payment at Maturity will be determined as follows:
If the Final Index Value of each Underlying
Index is greater than or equal to its respective Downside Threshold Level: the Stated Principal Amount and the Contingent
Quarterly Coupon with respect to the final Observation Date.
If the Final Index Value of any Underlying
Index is less than its Downside Threshold Level: the Stated Principal Amount times the Index Performance Factor of
the Worst Performing Underlying Index. Under these circumstances, the Payment at Maturity will be less than 70.00% of the Stated
Principal Amount of the securities and could be zero. No quarterly coupon will be payable at maturity. Accordingly, investors
in the securities must be willing to accept the risk of losing their entire initial investment.
|
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Key Investment Rationale
The securities do not guarantee the repayment of any principal
at maturity and do not provide for the regular payment of interest. Instead, the securities will pay a Contingent Quarterly Coupon but
only if the Closing Level of each Underlying Index is at or above its respective Coupon Barrier Level on the
related Observation Date. However, if the Closing Level of any Underlying Index is less than its Coupon Barrier Level
on any Observation Date, we will pay no interest for the related quarterly period. These securities are for investors who are willing
to risk their principal and seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving
no quarterly interest if any Underlying Index closes below its Coupon Barrier Level on any Observation Date, and the risk of an
early redemption of the securities.
The following scenarios are for illustration purposes only to demonstrate
how the Contingent Quarterly Coupon and the Payment at Maturity (if the securities have not been previously redeemed) are determined,
and do not attempt to demonstrate every situation that may occur. Accordingly, the securities may or may not be redeemed prior to maturity,
the Contingent Quarterly Coupon may not be payable with respect to some or all of the quarterly periods during the term of the securities,
and the Payment at Maturity may be less than 70.00% of the Stated Principal Amount of the securities and may be zero. Investors will
not participate in any appreciation in any Underlying Index. Even with any Contingent Quarterly Coupons, the return on the securities
could be negative.
Scenario
1: The securities are redeemed prior to maturity |
This scenario assumes that, prior to early redemption,
each Underlying Index closes at or above its Coupon Barrier Level on some quarterly Observation Dates, but one or more
Underlying Indices close below the respective Coupon Barrier Level(s) on the others. Investors receive the Contingent Quarterly Coupon,
corresponding to a return of 8.60% per annum, for the quarterly periods for which the Closing Level of each Underlying
Index is at or above the respective Coupon Barrier Level on the related Observation Date, but not for the quarterly periods for which
the Closing Level of any Underlying Index is below its Coupon Barrier Level on the related Observation Date.
When each Underlying Index closes at or above
its respective Initial Index Value on a quarterly Observation Date, the securities will be automatically redeemed for the
Stated Principal Amount plus the Contingent Quarterly Coupon with respect to the related Observation Date.
|
Scenario
2: The securities are not redeemed prior to maturity, and investors receive principal
back at maturity |
This scenario assumes that each Underlying Index closes
at or above the respective Coupon Barrier Level on some quarterly Observation Dates, but one or more Underlying Indices close below
the respective Coupon Barrier Level(s) on the others, and each Underlying Index closes below its respective Initial Index Value on
every quarterly Observation Date. Consequently, the securities are not automatically redeemed, and investors receive the Contingent
Quarterly Coupon, corresponding to a return of 8.60% per annum, for the quarterly periods for which the Closing Level of each
Underlying Index is at or above the respective Coupon Barrier Level on the related Observation Date, but not for the quarterly
periods for which the Closing Level of any Underlying Index is below its Coupon Barrier Level on the related Observation Date.
On the final Observation Date, each
Underlying Index closes at or above its Downside Threshold Level. At maturity, investors will receive the Stated Principal Amount
and the Contingent Quarterly Coupon with respect to the final Observation Date.
|
Scenario
3: The securities are not redeemed prior to maturity, and investors suffer a substantial
loss of principal at maturity |
This scenario assumes that each Underlying Index closes at or above
its respective Coupon Barrier Level on some quarterly Observation Dates, but one or more Underlying Indices close below the respective
Coupon Barrier Level(s) on the others, and each Underlying Index closes below its respective Initial Index Value on every quarterly
Observation Date. Consequently, the securities are not automatically redeemed, and investors receive the Contingent Quarterly Coupon,
corresponding to a return of 8.60% per annum, for the quarterly periods for which the Closing Level of each Underlying
Index is at or above the respective Coupon Barrier Level on the related Observation Date, but not for the quarterly periods for which
the Closing Level of any Underlying Index is below its Coupon Barrier Level on the related Observation Date.
On the final Observation Date, one or more Underlying
Indices close below the respective Downside Threshold Level(s). At maturity, investors will receive an amount equal to the Stated
Principal Amount multiplied by the Index Performance Factor of the Worst Performing Underlying Index. Under these circumstances,
the Payment at Maturity will be less than 70.00% of the Stated Principal Amount and could be zero. No coupon will be paid at maturity
in this scenario.
|
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
How the Securities Work
The following diagrams illustrate the potential outcomes for the securities
depending on (1) the Closing Level of each Underlying Index on each quarterly Observation Date, and (2) the Final Index Value of each
Underlying Index. Please see “Hypothetical Examples” beginning on page 7 for illustration of hypothetical payouts on the
securities.
Diagram #1: Contingent Quarterly Coupons (Beginning
on the First Coupon Payment Date until Automatic Early Redemption or Maturity)
Diagram #2: Automatic Early Redemption
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Diagram #3: Payment at Maturity if No Automatic Early
Redemption Occurs
For more information about the payout upon an early redemption or
at maturity in different hypothetical scenarios, see “Hypothetical Examples” starting on page 7.
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Hypothetical Examples
The following hypothetical examples illustrate how to determine whether
a Contingent Quarterly Coupon is payable with respect to an Observation Date and how to calculate the Payment at Maturity, if any, if
the securities have not been automatically redeemed early. The following examples are for illustrative purposes only. Whether you receive
a Contingent Quarterly Coupon will be determined by reference to the Closing Level of each Underlying Index on each quarterly Observation
Date, and the amount you will receive at maturity, if any, will be determined by reference to the Final Index Value of the Worst Performing
Underlying Index on the final Observation Date. The actual Initial Index Value, Coupon Barrier Level and Downside Threshold Level for
each Underlying Index are set forth on page 2 of this pricing supplement. All payments on the securities, if any, are subject to our
credit risk. The numbers in the hypothetical examples below may have been rounded for the ease of analysis. The below examples are based
on the following terms:
Stated Principal Amount: |
$1,000 per security |
Hypothetical Initial Index Values: |
1,000 for each Underlying Index |
Contingent Quarterly Coupon: |
$21.50 per quarter (8.60% per annum or 2.15% per quarter) |
Observation Dates: |
Quarterly, commencing on August 8, 2024 |
Hypothetical Coupon Barrier Levels: |
700.00 for each Underlying Index (70.00% of its hypothetical Initial
Index Value) |
Hypothetical Downside Threshold Levels: |
700.00 for each Underlying Index (70.00% of its hypothetical Initial
Index Value) |
How to determine whether a Contingent Quarterly
Coupon is payable with respect to an Observation Date:
|
Closing
Level |
Contingent
Quarterly
Coupon |
|
SPX
Index |
NDX
Index |
RTY
Index |
|
Hypothetical
Observation Date 1 |
800 (at or above Coupon
Barrier Level)
|
950 (at or above Coupon
Barrier Level) |
1,050 (at or above Coupon
Barrier Level) |
$21.50 |
Hypothetical Observation
Date 2 |
800
(at or above Coupon
Barrier Level) |
1,200 (at or above Coupon
Barrier Level) |
500 (below Coupon Barrier
Level) |
$0 |
Hypothetical Observation
Date 3 |
600
(below Coupon Barrier
Level) |
500 (below Coupon Barrier
Level) |
1,150 (at or above Coupon
Barrier Level) |
$0 |
Hypothetical Observation
Date 4 |
500
(below Coupon Barrier
Level) |
400
(below Coupon
Barrier Level) |
550 (below Coupon
Barrier Level) |
$0 |
On hypothetical Observation Date 1, each Underlying Index closes at
or above its respective Coupon Barrier Level. Therefore, a Contingent Quarterly Coupon of $21.50 is paid on the relevant Coupon Payment
Date.
On each of hypothetical Observation Dates 2 and 3, at least one Underlying
Index closes at or above its respective Coupon Barrier Level, but one or both of the other Underlying Indices close below their respective
Coupon Barrier Levels. Therefore, no Contingent Quarterly Coupon is paid on the relevant Coupon Payment Date.
On hypothetical Observation Date 4, each Underlying Index closes below
its respective Coupon Barrier Level, and, accordingly, no Contingent Quarterly Coupon is paid on the relevant Coupon Payment Date.
If the Closing Level of at least one Underlying Index is less than
its Coupon Barrier Level on each Observation Date, you will not receive any Contingent Quarterly Coupons for the entire term of the securities.
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
How to calculate the Payment at Maturity (if the securities
have not been automatically redeemed):
If the Closing Level of each Underlying Index is greater than
or equal to its Initial Index Value on any quarterly Observation Date beginning on May 8, 2025 and ending on February 8, 2027, the securities
will be automatically redeemed for an Early Redemption Payment equal to the Stated Principal Amount for each security you hold plus
the Contingent Quarterly Coupon with respect to the related Observation Date.
The examples below illustrate how to calculate the Payment
at Maturity if the securities have not been automatically redeemed prior to maturity.
|
Final
Index Value |
Payment
at Maturity |
|
SPX
Index |
NDX
Index |
RTY
Index |
Example
1: |
400
(below the Downside Threshold Level) |
500
(below the Downside Threshold Level) |
750
(at or above the Downside Threshold Level) |
$1,000 × Index Performance Factor of the
Worst Performing Underlying Index =
$1,000 × (400 / 1,000) = $400 |
Example
2: |
800
(at or above the Downside Threshold Level) |
750
(at or above the Downside Threshold Level) |
500
(below the Downside Threshold Level) |
$1,000
× (500 / 1,000) = $500 |
Example
3: |
400
(below the Downside Threshold Level) |
300
(below the Downside Threshold Level) |
450
(below the Downside Threshold Level) |
$1,000 × (300
/ 1,000) = $300 |
Example
4: |
400
(below the Downside Threshold Level) |
400
(below the Downside Threshold Level) |
300
(below the Downside Threshold Level) |
$1,000 × (300
/ 1,000) = $300 |
Example
5: |
1,100
(at or above the
Downside Threshold Level) |
800
(at or above the Downside Threshold Level) |
750
(at or above the Downside Threshold Level) |
The Stated Principal Amount + the Contingent Quarterly Coupon with
respect to the final Observation Date.
|
Example
6: |
1,300
(at or above the
Downside Threshold Level) |
1,200
(at or above the Downside Threshold Level) |
1,600
(at or above the Downside Threshold Level) |
The Stated Principal Amount + the Contingent Quarterly Coupon with
respect to the final Observation Date.
For more information, please see above under “How to determine
whether a Contingent Quarterly Coupon is payable with respect to an Observation Date.” |
In examples 1 and 2, the Final Index Value(s) of one or two
of the Underlying Indices are at or above the respective Downside Threshold Level(s), but the Final Index Value(s) of one or both of
the other Underlying Indices are below the respective Downside Threshold Level(s). Therefore, investors are exposed to the downside performance
of the Worst Performing Underlying Index at maturity and receive at maturity an amount equal to the Stated Principal Amount multiplied
by the Index Performance Factor of the Worst Performing Underlying Index. Moreover, investors do not receive any Contingent Quarterly
Coupon for the final quarterly period.
Similarly, in examples 3 and 4, the Final Index Value of
each Underlying Index is below its respective Downside Threshold Level, and investors receive at maturity an amount equal to the Stated
Principal Amount times the Index Performance Factor of the Worst Performing Underlying Index. In example 3, the SPX Index has
declined 60% from its Initial Index Value to its Final Index Value, the NDX Index has declined 70% from its Initial Index Value to its
Final Index Value, and the RTY Index has declined 55% from its Initial Index Value to its Final Index Value. Therefore, the Payment at
Maturity equals the Stated Principal Amount multiplied by the Index Performance Factor of the NDX Index, which is the Worst Performing
Underlying Index in this example. In example 4, the SPX Index has declined 60% from its Initial Index Value to its Final Index Value,
the NDX Index has declined 60% from its Initial Index Value, and the RTY Index has declined 70% from its Initial Index Value to its Final
Index Value. Therefore, the Payment at Maturity equals the Stated Principal Amount times the Index Performance Factor of the RTY
Index, which is the Worst Performing Underlying Index in this example. Moreover, investors do not receive the Contingent Quarterly Coupon
for the final quarterly period.
In examples 5 and 6, the Final Index Value of each Underlying
Index is at or above its respective Downside Threshold Level and its respective Coupon Barrier Level. Therefore, investors receive at
maturity the Stated Principal Amount of the securities plus the
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Contingent Quarterly Coupon with respect to the final Observation
Date. However, investors do not participate in any appreciation of the Underlying Indices.
If the securities have not been redeemed prior to maturity
and the Final Index Value of ANY Underlying Index is below its Downside Threshold Level, you will be exposed to the downside performance
of the Worst Performing Underlying Index at maturity, and your Payment at Maturity will be less than 70% of the stated principal amount
per security and could be zero.
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Supplemental Terms of the Securities
For purposes of the securities offered by this pricing supplement, all
references to each of the following terms used in the accompanying underlying supplement will be deemed to refer to the corresponding
term used in this pricing supplement, as set forth in the table below:
Underlying Supplement Term
Coupon Determination Date/ Call Observation Date
Final Valuation Date
Reference Asset / Index
|
Pricing Supplement Term
Observation Date
final Observation Date
Underlying Index
|
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Risk Factors
An investment in the securities involves significant risks. This
section describes the material risks relating to the securities. For further discussion of these and other risks, you should read the
section entitled “Risk Factors” beginning on page S-1 of the accompanying underlying supplement, page S-1 of the prospectus
supplement and page 1 of the prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers
in connection with your investment in the securities.
Risks Relating to the Structure of the Securities
| · | The securities do not
guarantee the return of any principal. The terms of the securities differ from those
of ordinary debt securities in that the securities do not provide the regular interest payments
or guarantee the return of any of the Stated Principal Amount at maturity. Instead, if the
securities have not been automatically redeemed prior to maturity and if the Final Index
Value of the Worst Performing Underlying Index is less than its Downside Threshold Level,
you will lose 1% for every 1% decline in the Final Index Value of the Worst Performing Underlying
Index from its Initial Index Value. In this case, the Payment at Maturity will be less than
70.00% of the Stated Principal Amount and could be zero. |
| · | The securities do not
provide for regular interest payments, and you may receive no Contingent Quarterly Coupons
on most or all of the Coupon Payment Dates. The terms of the securities differ from those
of conventional debt securities in that they do not provide for the regular interest payments.
Instead, the securities will pay a Contingent Quarterly Coupon only if the Closing
Level of each Underlying Index on the related Observation Date is at or above
its respective Coupon Barrier Level. If the Closing Level of any Underlying Index
is below its Coupon Barrier Level on each Observation Date, you will not receive any
Contingent Quarterly Coupons over the entire term of the securities, and you will not receive
a positive return on your securities. Generally, this non-payment of the Contingent Quarterly
Coupons coincides with a period of greater risk of principal loss on your securities. If
you do not earn sufficient Contingent Quarterly Coupons over the term of the securities,
the overall return on the securities may be less than the return on a conventional debt security
of ours with comparable maturity. |
| · | The Automatic Early
Redemption feature limits your potential return. If the securities are redeemed, the
Early Redemption Payment is limited to the Stated Principal Amount plus the applicable Contingent
Quarterly Coupon. If the securities are redeemed, you will lose the opportunity to continue
to receive any Contingent Quarterly Coupons from the relevant early redemption date to the
Maturity Date, and the total return on the securities could be minimal. Because of the Automatic
Early Redemption feature, the term of your investment in the securities may be limited to
a period that is shorter than the original term of the securities and may be as short as
approximately 12 months. There is no guarantee that you would be able to reinvest the proceeds
from an investment in the securities at a comparable return for a similar level of risk in
the event the securities are automatically redeemed prior to the Maturity Date. |
| · | Investors will not participate
in any appreciation in the level of any Underlying Index and the return on the securities
will be limited to any Contingent Quarterly Coupons paid on the securities. Payments
on the securities, whether at maturity or upon an early redemption, will not exceed the Stated
Principal Amount plus any Contingent Quarterly Coupons, and any positive return you receive
on the securities will be composed solely of any Contingent Quarterly Coupons. You will not
participate in any appreciation of any Underlying Index. Therefore, if the appreciation of
any Underlying Index exceeds any Contingent Quarterly Coupons paid to you, the securities
will underperform an investment in the securities included in that Underlying Index or the
securities linked to that Underlying Index providing a full participation in the appreciation. |
| · | Higher Contingent Quarterly
Coupon or lower Coupon Barrier Level or Downside Threshold Level are generally associated
with a reference asset with greater expected volatility and therefore can indicate a greater
risk of loss. “Volatility” refers to the frequency and magnitude of changes
in the value of a reference asset. The greater the expected volatility with respect to a
reference asset on the Pricing Date, the higher the expectation as of the Pricing Date that
the value of that reference asset could close below its Downside Threshold Level on the final
Observation Date, indicating a higher expected risk of loss on the securities. This greater
expected risk will generally be reflected in a higher Contingent Quarterly Coupon than the
yield payable on our conventional debt securities with a similar maturity, or in more favorable
terms (such as a lower Coupon Barrier Level or Downside Threshold Level or a higher Contingent
Quarterly Coupon) than for similar securities linked to the performance of a reference asset
with a lower expected volatility as of the Pricing Date. You should therefore understand
that a relatively higher Contingent Quarterly Coupon may indicate an increased risk of loss.
Further, a relatively lower Coupon Barrier Level or Downside Threshold Level may not necessarily
indicate that the securities have a greater likelihood of payments of Contingent Quarterly
Coupons or a repayment of principal at maturity. The volatility of an Underlying Index can
change significantly over the term of the securities. The level of an Underlying Index could
fall sharply, which could result in few or no payment of Contingent Quarterly Coupons during
the term of the securities and a significant or even complete loss of principal at maturity. |
| · | The payments on the
securities are based only on the Closing Levels of the Underlying Indices on the Observation
Dates. The payments on the securities will be based on the Closing Levels of the Underlying
Indices on the Observation Dates, including the final Observation Date. Therefore, for example,
if the Closing Level of any Underlying Index has declined as of each Observation Date below
its Initial Index Value or its Coupon Barrier Level, as applicable, the securities will not
be redeemed and the Contingent Quarterly Coupons will not be payable during the term of the
securities. |
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Similarly, if the Final Index Value of any Underlying Index
has declined as of the final Observation Date below its Downside Threshold Level, the Payment at Maturity may be significantly less than
it would otherwise have been had the Payment at Maturity been linked to the Closing Levels of the Underlying Indices other than on the
final Observation Date. Although the actual level of an Underlying Index at other times during the term of the securities may be higher
than its Closing Levels on the Observation Dates, the payments on the securities will not benefit from the Closing Level of any Underlying
Index at any time other than the Observation Dates.
| · | You
are exposed to the price risk of each Underlying Index, with respect to both the Contingent
Quarterly Coupons, if any, and the Payment at Maturity, if any. Your return on the securities
is not linked to a basket consisting of the Underlying Indices. Rather, it will be contingent
upon the independent performance of each Underlying Index. Unlike an instrument with a return
linked to a basket of underlying assets, in which risk is mitigated and diversified among
all the components of the basket, you will be exposed to the risks related to each Underlying
Index. Poor performance by any Underlying Index over the term of the securities may
negatively affect your return and will not be offset or mitigated by any positive performance
by the other Underlying Indices. To receive any Contingent Quarterly Coupons, each Underlying
Index must close at or above its respective Coupon Barrier Level on the applicable Observation
Date. In addition, if any Underlying Index has
declined below its respective Downside Threshold Level as of the final Observation Date,
you will be fully exposed to the decline in the Worst Performing Underlying Index
over the term of the securities on a 1-to-1 basis, even if the other Underlying Indices have
appreciated or not declined as much. Under this scenario, the value of any such payment will
be less than 70.00% of the Stated Principal Amount and could be zero. Accordingly, your investment
is subject to the price risk of each Underlying Index. |
| · | Because
the securities are linked to the performance of the Worst Performing Underlying Index, you
are exposed to greater risks of receiving no Contingent Quarterly Coupons and sustaining
a significant loss on your investment than if the securities were linked to just one index.
The risk that you will not receive any Contingent Quarterly Coupons, or that you will
suffer a significant loss on your investment, is greater if you invest in the securities
as opposed to substantially similar securities that are linked to the performance of just
one Underlying Index. With three Underlying Indices, it is more likely that any Underlying
Index will close below its Coupon Barrier Level on an Observation Date, or below its Downside
Threshold Level on the final Observation Date, than if the securities were linked to only
one Underlying Index. Therefore, it is more likely that you will not receive any Contingent
Quarterly Coupons during the terms of the securities and that you will suffer a significant
loss on your investment at maturity. In addition, because each Underlying Index must close
above its Initial Index Value on an Observation Date in order for the securities to be called
prior to maturity, the securities are less likely to be called on any early redemption date
than if the securities were linked to just one Underlying Index. |
Risks Relating to the Underlying Indices
| · | The
securities are subject to small-capitalization risk. The RTY Index tracks companies that
may be considered small-capitalization companies. These companies often have greater stock
price volatility, lower trading volume and less liquidity than large-capitalization companies
and therefore, the relevant index level may be more volatile than an investment in stocks
issued by larger companies. Stock prices of small-capitalization companies may also be more
vulnerable than those of larger companies to adverse business and economic developments,
and the stocks of small-capitalization companies may be thinly traded, making it difficult
for the RTY Index to track them. In addition, small-capitalization companies are often less
stable financially than large-capitalization companies and may depend on a small number of
key personnel, making them more vulnerable to loss of personnel. Small-capitalization companies
are often subject to less analyst coverage and may be in early, and less predictable, periods
of their corporate existences. These companies tend to have smaller revenues, less diverse
product lines, smaller shares of their product or service markets, fewer financial resources
and competitive strengths than large-capitalization companies, and are more susceptible to
adverse developments related to their products. All these factors may adversely affect the
level of the RTY Index and consequently, the return on the securities. |
| · | There
are risks associated with investments in securities linked to the value of non-U.S. equity
securities. Some of the equity securities composing the NDX Index are issued by non-U.S.
companies. Investments in securities linked to the value of such non-U.S. equity securities,
such as the securities, involve risks associated with the home countries of the issuers of
those non-U.S. equity securities. The prices of securities in non-U.S. markets may be affected
by political, economic, financial and social factors in those countries or global regions,
including changes in government, economic and fiscal policies and currency exchange laws. |
| · | Governmental
regulatory actions, such as sanctions, could adversely affect your investment in the securities.
Governmental regulatory actions, including, without limitation, sanctions-related actions
by the U.S. or a foreign government, could prohibit or otherwise restrict persons from holding
the securities or any securities included in an Underlying Index, or engaging in transactions
therein, and any such action could adversely affect the level of an Underlying Index or the
securities. These regulatory actions could result in restrictions on the securities and could
result in the loss of a significant portion or all of your initial investment in the securities,
including if you are forced to divest the securities due to the government mandates, especially
if such divestment must be made at a time when the value of the securities has declined. |
| · | Adjustments
to the Underlying Indices could adversely affect the value of the securities. The publisher
of each Underlying Index can add, delete or substitute the stocks constituting such Underlying
Index, and can make other methodological changes that could change the value of such Underlying
Index. Any of these actions could adversely affect the value of the securities. The publisher
of each Underlying Index may discontinue or suspend calculation or publication of such Underlying
Index at any time. In these |
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
circumstances, we, as the calculation agent, will have the
sole discretion to substitute a successor index that is comparable to the discontinued index. We could have an economic interest that
is different than that of investors in the securities insofar as, for example, we are permitted to consider indices that are calculated
and published by us or any of our affiliates. If we determine that there is no appropriate successor index, the determination
of whether a Contingent Quarterly Coupon will be payable on the securities on the applicable Coupon Payment Date, and/or the payout at
maturity on the securities will be an amount based on the closing prices on each date that the value of such Underlying Index is to be
calculated of the stocks underlying such discontinued index at the time of such discontinuance, without rebalancing or substitution,
computed by us in accordance with the formula for and method of calculating such Underlying Index last in effect prior to the discontinuance,
as compared to the Coupon Barrier Level or Downside Threshold Level, as applicable (depending also on the performance of the other Underlying
Indices).
Conflicts of Interest
| · | Certain business, trading
and hedging activities of us and our affiliates may create conflicts with your interests
and could potentially adversely affect the value of the securities. We and our affiliates
may engage in trading and other business activities related to an Underlying Index or any
securities included in an Underlying Index that are not for your account or on your behalf.
We and our affiliates also may issue or underwrite other financial instruments with returns
based upon an Underlying Index. These activities may present a conflict of interest between
your interest in the securities and the interests that we and our 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 and our affiliates may publish research, express opinions or provide recommendations that
are inconsistent with investing in or holding the securities, and which may be revised at
any time without notice to you. Any such research, opinions or recommendations could adversely
affect the level of an Underlying Index, and therefore, the market value of the securities.
These trading and other business activities, if they adversely affect the level of an Underlying
Index or secondary trading in your securities, could be adverse to your interests as a beneficial
owner of the securities. |
Moreover, we and our affiliates play a
variety of roles in connection with the issuance of the securities, including hedging our obligations under the securities and making
the assumptions and inputs used to determine the pricing of the securities and the initial estimated value of the securities when the
terms of the securities were set. We expect to hedge our obligations under the securities through CIBCWM, one of our other affiliates,
and/or another unaffiliated counterparty, which may include any dealer from which you purchase the securities. Any of these hedging activities
may adversely affect the level of an Underlying Index and therefore the market value of the securities and the amount you will receive,
if any, on the securities. In connection with such activities, the economic interests of us and our affiliates may be adverse to your
interests as an investor in the securities. Any of these activities may adversely affect the value of the securities. 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, one or more of our affiliates or any unaffiliated counterparty
will retain any profits realized in hedging our obligations under the securities even if investors do not receive a favorable investment
return under the terms of the securities or in any secondary market transaction. Any profit in connection with such hedging activities
will be in addition to any other compensation that we, our affiliates or any unaffiliated counterparty receive for the sale of the securities,
which creates an additional incentive to sell the securities to you. We, our 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 securities.
| · | 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 securities. The calculation
agent will exercise its judgment when performing its functions. For example, the calculation
agent will determine whether a Market Disruption Event has occurred on an Observation Date
with respect to any Underlying Index, and determine the level of an Underlying Index if a
scheduled Observation Date is postponed to the last possible day for that Underlying Index.
See “Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference
Asset Consists of Multiple Indices” in the underlying supplement. These determinations
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 securities in taking
any action that might affect the value of your securities. |
General Risks
| · | Payments on the securities
are subject to our credit risk, and actual or perceived changes in our creditworthiness are
expected to affect the value of the securities. The securities 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 securities
will rank on par with all of our other unsecured and unsubordinated debt obligations, except
such obligations as may be preferred by operation of law. Any payments to be made on the
securities 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 securities
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 securities. If we default on our obligations under the
securities, 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. |
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
| · | The Bank’s initial
estimated value of the securities is lower than the initial issue price (price to public)
of the securities. The initial issue price of the securities exceeds the Bank’s
initial estimated value because costs associated with selling and structuring the securities,
as well as hedging the securities, are included in the initial issue price of the securities.
See “Additional Information About the Securities—The Bank’s Estimated Value
of the Securities” beginning on page 25 of this pricing supplement. |
| · | The Bank’s initial
estimated value does not represent future values of the securities and may differ from others’
estimates. The Bank’s initial estimated value of the securities is only an estimate,
which was determined by reference to the Bank’s internal pricing models when the terms
of the securities 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 Pricing
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 securities 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 securities could change significantly based on, among other things, changes
in market conditions, including the levels of the Underlying Indices, 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 securities 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 securities in any secondary
market (if any exists) at any time. See “Additional Information About the Securities—The
Bank’s Estimated Value of the Securities” beginning on page 25 of this pricing
supplement. |
| · | The Bank’s initial
estimated value of the securities 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 securities 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 securities as well as the higher issuance,
operational and ongoing liability management costs of the securities 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 securities
to be more favorable to you. Consequently, our use of an internal funding rate for market-linked
securities had an adverse effect on the economic terms of the securities and the initial
estimated value of the securities on the Pricing Date, and could have an adverse effect on
any secondary market prices of the securities. See “Additional Information About the
Securities—The Bank’s Estimated Value of the Securities” beginning on page
25 of this pricing supplement. |
| · | If CIBCWM were to repurchase
your securities after the Original Issue Date, the price may be higher than the then-current
estimated value of the securities for a limited time period. While CIBCWM may make markets
in the securities, it is under no obligation to do so and may discontinue any market-making
activities at any time without notice. The price that it makes available from time to time
after the Original Issue Date at which it would be willing to repurchase the securities 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 Pricing Date,
the price at which CIBCWM may repurchase the securities 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 securities will decrease over time
until the end of this period. After this period, if CIBCWM continues to make a market in
the securities, 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 securities shown on your account statement may not be identical to the price at which
CIBCWM would be willing to purchase the securities 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 securities prior to maturity
or early redemption. Because structured notes, including the securities, 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 securities
at issuance and the market price of the securities prior to maturity or early redemption.
These factors include the levels of the Underlying Indices; the volatility of the Underlying
Indices; the dividend rates paid on the securities included in an Underlying Index; the time
remaining to the maturity or early redemption of the securities; 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 securities will
not be listed on any securities exchange and we do not expect a trading market for the securities
to develop. The securities will not be listed on any securities exchange. Although CIBCWM
and/or its affiliates may purchase the securities from holders, they are not obligated to
do so and are not required to make a market for the securities. There can be no assurance
that a secondary market will develop for the securities. Because we do not expect that any
market makers will participate in a secondary market for the securities, the price at which
you may be able to sell your securities is likely to depend on the price, if any, at which
CIBCWM and/or its affiliates are willing to buy your securities. |
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 securities prior to maturity or early redemption. This may affect
the price you receive upon such sale. Consequently, you should be willing to hold the securities to maturity or early redemption.
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Tax Risks
| · | The tax treatment of
the securities is uncertain. Significant aspects of the tax treatment of the securities
are uncertain. You should consult your tax advisor about your own tax situation. See “Additional
Information About the Securities — 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. |
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Information About the Underlying Indices
The information below is a brief description of each Underlying Index.
We have derived the following information from publicly available documents. We have not independently verified the accuracy or completeness
of the following information. In addition, information about each Underlying Index may be obtained from other sources, including, but
not limited to, its sponsor’s website. We are not incorporating by reference into this pricing supplement any website or any materials
it includes. None of us, CIBCWM or any of our other affiliates makes any representation that such publicly available information regarding
any Underlying Index is accurate or complete.
S&P 500® Index
The S&P 500® Index (Bloomberg ticker: “SPX
<Index>”) is calculated, maintained and published by S&P Dow Jones Indices LLC. The SPX Index consists of stocks of 500
companies selected to provide a performance benchmark for the U.S. equity markets. See “Index Descriptions—The S&P U.S.
Indices” beginning on page S-43 of the accompanying underlying supplement for additional information about the SPX Index.
Information as of market close on May 8, 2024:
|
Bloomberg
Ticker Symbol: SPX |
|
Current
Index Value: 17,596.27 |
|
Current Index Value: 5,187.67 |
|
52 Weeks Ago: 4,119.17 |
|
52 Week High (on March 28, 2024): 5,254.35 |
|
52 Week Low (on May 16, 2023): 4,109.90 |
Nasdaq-100 Index®
This Nasdaq-100 Index® (Bloomberg ticker: “NDX
<Index>“) is calculated, maintained and published by Nasdaq, Inc. The NDX Index includes 100 of the largest domestic and international
non-financial companies listed on The Nasdaq Stock Market based on market capitalization. The NDX Index reflects companies across major
industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology. See “Index
Descriptions—The Nasdaq-100 Index®” beginning on page S-26 of the accompanying underlying supplement for additional
information about the NDX Index.
Information as of market close on May 8,
2024:
|
Bloomberg Ticker Symbol: NDX |
|
Current Index Value: 18,085.01 |
|
52 Weeks Ago: 13,201.11 |
|
52 Week High (on March 22, 2024): 18,339.44 |
|
52 Week Low (on May 9, 2023): 13,201.11 |
Russell 2000® Index
The Russell 2000® Index (Bloomberg ticker: “RTY
<Index>”) is calculated, maintained and published by FTSE Russell. The RTY Index is designed to track the performance of the
small capitalization segment of the U.S. equity market. The RTY Index is a subset of the Russell 3000® Index and represents
approximately 10% of the total market capitalization of that index. The RTY Index includes approximately 2,000 of the smallest securities
in the U.S. equity market. See “Index Descriptions—The Russell 2000® Index” beginning on page S-31 of
the accompanying underlying supplement for additional information about the RTY Index.
Information as of market close on May 8,
2024:
|
Bloomberg
Ticker Symbol: RTY |
|
Current Index Value: 2,055.135 |
|
52 Weeks
Ago: 1,749.677
|
|
52 Week High (on March 28, 2024): 2,124.547 |
|
52 Week Low (on October 27, 2023): 1,636.938 |
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Historical Performance of the Underlying Indices
The following graphs set forth the daily Closing Levels of
each Underlying Index for the period from January 1, 2019 through May 8, 2024. The tables below set forth the published high and low Closing
Levels, as well as end-of-quarter Closing Levels, of each Underlying Index for each quarter in the same period. We obtained the information
in the graphs and the tables below from Bloomberg L.P. (“Bloomberg”) without independent verification. Each Underlying Index
has at times experienced periods of high volatility, and the historical performance of any Underlying Index should not be taken as an
indication of its future performance. No assurance can be given as to the level of any Underlying Index at any time during the term of
the securities, including the Observation Dates. We cannot give you assurance that the performance of any Underlying Index will result
in the return of any of your investment.
S&P 500® Index
SPX Index Daily Closing Levels
January 1, 2019 to May 8, 2024 |
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
S&P 500® Index |
High |
Low |
Period End |
2019 |
|
|
|
First Quarter |
2,854.88 |
2,447.89 |
2,834.40 |
Second Quarter |
2,954.18 |
2,744.45 |
2,941.76 |
Third Quarter |
3,025.86 |
2,840.60 |
2,976.74 |
Fourth Quarter |
3,240.02 |
2,887.61 |
3,230.78 |
2020 |
|
|
|
First Quarter |
3,386.15 |
2,237.40 |
2,584.59 |
Second Quarter |
3,232.39 |
2,470.50 |
3,100.29 |
Third Quarter |
3,580.84 |
3,115.86 |
3,363.00 |
Fourth Quarter |
3,756.07 |
3,269.96 |
3,756.07 |
2021 |
|
|
|
First Quarter |
3,974.54 |
3,700.65 |
3,972.89 |
Second Quarter |
4,297.50 |
4,019.87 |
4,297.50 |
Third Quarter |
4,536.95 |
4,258.49 |
4,307.54 |
Fourth Quarter |
4,793.06 |
4,300.46 |
4,766.18 |
2022 |
|
|
|
First Quarter |
4,796.56 |
4,170.70 |
4,530.41 |
Second Quarter |
4,582.64 |
3,666.77 |
3,785.38 |
Third Quarter |
4,305.20 |
3,585.62 |
3,585.62 |
Fourth Quarter |
4,080.11 |
3,577.03 |
3,839.50 |
2023 |
|
|
|
First Quarter |
4,179.76 |
3,808.1 |
4,109.31 |
Second Quarter |
4,450.38 |
4,055.99 |
4,450.38 |
Third Quarter |
4,588.96 |
4,273.53 |
4,288.05 |
Fourth Quarter |
4,783.35 |
4,117.37 |
4,769.83 |
2024 |
|
|
|
First Quarter |
5,254.35 |
4,688.68 |
5,254.35 |
Second Quarter (through May 8, 2024) |
5,243.77 |
4,967.23 |
5,187.67 |
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Nasdaq-100 Index®
NDX Index Daily Closing Levels
January 1, 2019 to May 8, 2024 |
|
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Nasdaq-100 Index® |
High |
Low |
Period End |
2019 |
|
|
|
First Quarter |
7,493.27 |
6,147.13 |
7,378.77 |
Second Quarter |
7,845.73 |
6,978.02 |
7,671.08 |
Third Quarter |
8,016.95 |
7,415.69 |
7,749.45 |
Fourth Quarter |
8,778.31 |
7,550.79 |
8,733.07 |
2020 |
|
|
|
First Quarter |
9,718.73 |
6,994.29 |
7,813.50 |
Second Quarter |
10,209.82 |
7,486.29 |
10,156.85 |
Third Quarter |
12,420.54 |
10,279.25 |
11,418.06 |
Fourth Quarter |
12,888.28 |
11,052.95 |
12,888.28 |
2021 |
|
|
|
First Quarter |
13,807.70 |
12,299.08 |
13,091.44 |
Second Quarter |
14,572.75 |
13,001.63 |
14,554.80 |
Third Quarter |
15,675.76 |
14,549.09 |
14,689.62 |
Fourth Quarter |
16,573.34 |
14,472.12 |
16,320.08 |
2022 |
|
|
|
First Quarter |
16,501.77 |
13,046.64 |
14,838.49 |
Second Quarter |
15,159.58 |
11,127.57 |
11,503.72 |
Third Quarter |
13,667.18 |
10,971.22 |
10,971.22 |
Fourth Quarter |
12,041.89 |
10,679.34 |
10,939.76 |
2023 |
|
|
|
First Quarter |
13,181.35 |
10,741.22 |
13,181.35 |
Second Quarter |
15,185.48 |
12,725.11 |
15,179.21 |
Third Quarter |
15,841.35 |
14,545.83 |
14,715.24 |
Fourth Quarter |
16,906.80 |
14,109.57 |
16,825.93 |
2024 |
|
|
|
First Quarter |
18,339.44 |
16,282.01 |
18,254.69 |
Second Quarter (through May 8, 2024) |
18,307.98 |
17,037.65 |
18,085.01 |
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Russell 2000® Index
RTY Index Daily Closing Levels
January 1, 2019 to May 8, 2024 |
|
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Russell 2000® Index |
High |
Low |
Period End |
2019 |
|
|
|
First Quarter |
1,590.062 |
1,330.831 |
1,539.739 |
Second Quarter |
1,614.976 |
1,465.487 |
1,566.572 |
Third Quarter |
1,585.599 |
1,456.039 |
1,523.373 |
Fourth Quarter |
1,678.010 |
1,472.598 |
1,668.469 |
2020 |
|
|
|
First Quarter |
1,705.215 |
991.160 |
1,153.103 |
Second Quarter |
1,536.895 |
1,052.053 |
1,441.365 |
Third Quarter |
1,592.287 |
1,398.920 |
1,507.692 |
Fourth Quarter |
2,007.104 |
1,531.202 |
1,974.855 |
2021 |
|
|
|
First Quarter |
2,360.168 |
1,945.914 |
2,220.519 |
Second Quarter |
2,343.758 |
2,135.139 |
2,310.549 |
Third Quarter |
2,329.359 |
2,130.680 |
2,204.372 |
Fourth Quarter |
2,442.742 |
2,139.875 |
2,245.313 |
2022 |
|
|
|
First Quarter |
2,272.557 |
1,931.288 |
2,070.125 |
Second Quarter |
2,095.440 |
1,649.836 |
1,707.990 |
Third Quarter |
2,021.346 |
1,655.882 |
1,664.716 |
Fourth Quarter |
1,892.839 |
1,682.403 |
1,761.246 |
2023 |
|
|
|
First Quarter |
2,001.221 |
1,720.291 |
1,802.484 |
Second Quarter |
1,896.333 |
1,718.811 |
1,888.734 |
Third Quarter |
2,003.177 |
1,761.609 |
1,785.102 |
Fourth Quarter |
2,066.214 |
1,636.938 |
2,027.074 |
2024 |
|
|
|
First Quarter |
2,124.547 |
1,913.166 |
2,124.547 |
Second Quarter (through May 8, 2024) |
2,102.837 |
1,942.958 |
2,055.135 |
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
Additional Information About the Securities
Calculation
Agent: |
CIBC |
Minimum
Ticketing Size: |
$1,000
/ 1 security |
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 securities. 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 securities. 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 securities are uncertain. No statutory, judicial or administrative
authority directly discusses how the securities 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 securities as prepaid derivative contracts. Pursuant to the
terms of the securities, you agree to treat the securities 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, cash redemption or payment upon maturity
in an amount equal to the difference between the amount you receive in such transaction (other than amounts representing accrued
but unpaid Contingent Quarterly Coupons) and the amount that you paid for your securities. Such gain or loss should generally be
treated as long-term capital gain or loss if you have held your securities for more than one year. Although the tax treatment of
the Contingent Quarterly Coupons is unclear, we intend to treat any Contingent Quarterly Coupons, including at maturity or upon an
early redemption, as ordinary income includible in income by you at the time it accrues or is received in accordance with your normal
method of accounting for U.S. federal income tax purposes.
The
expected characterization of the securities 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 securities in a manner that results in tax consequences to you that are
different from those described above or in the accompanying underlying supplement. For a more detailed discussion of certain alternative
characterizations with respect to the securities and certain other considerations with respect to an investment in the securities,
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
securities for U.S. federal income tax or other tax purposes.
Based
on our determination that the securities are not “delta-one” instruments, Non-U.S. Holders should not be subject to withholding
on dividend equivalent payments, if any, under the securities. For a more detailed discussion of withholding responsibilities on
dividend equivalent payments, Non-U.S. Holders should consult the section entitled “Material U.S. Federal Income Tax Consequences—Non-U.S.
Holders” in the underlying supplement and consult with their own tax advisors.
You
should consult your tax advisor as to the tax consequences of such characterization and any possible alternative characterizations
of the securities 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 securities 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 security
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 security; (c) does not use or hold and is not
deemed to use or hold the security 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
security; (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 security is
a “specified entity”, and is not a “specified entity” in respect
of such a transferee, in each |
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
|
case,
for purposes of the Hybrid Mismatch Proposals, 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 proposed paragraph 18.4(3)(b) of the Canadian Tax Act contained
in the revised proposals with respect to “hybrid mismatch arrangements” included in the proposals to amend the Canadian
Tax Act released by the Minister of Finance (Canada) on November 28, 2023 (the “Hybrid Mismatch Proposals”). Investors
should note that the Hybrid Mismatch Proposals are in draft 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 securities 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 securities, interest payable on the securities 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 security 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 securities 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 securities from CIBC for
distribution to Morgan Stanley Wealth Management. Morgan Stanley Wealth Management and its
financial advisors will collectively receive from CIBCWM a fixed sales commission of $17.50
for each security they sell. In addition, Morgan Stanley Wealth Management will receive a
structuring fee of $3.90 for each security. The costs included in the original issue price
of the securities will also include a fee paid by CIBCWM to LFT Securities, LLC, an entity
in which an affiliate of Morgan Stanley Wealth Management has an ownership interest for providing
certain electronic platform services with respect to this offering.
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 securities against payment therefor in New York, New York on a date that is more than two business days following
the Pricing 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 securities 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 securities. In addition, CIBCWM or another of the Bank’s affiliates
may use this pricing supplement in market-making transactions in any securities 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 securities, 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 securities 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 securities. These costs and profits will
likely reduce the secondary market price, if any secondary market develops, for the securities. As a result, you may experience an
immediate and substantial decline in the market value of your securities on the Original Issue Date. |
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
The
Bank’s Estimated
Value of the Securities: |
The
Bank’s initial estimated value of the securities 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 securities, valued using our
internal funding rate for structured debt described below, and (2) the derivative or derivatives
underlying the economic terms of the securities. 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 securities 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 securities as well as
the higher issuance, operational and ongoing liability management costs of the securities
in comparison to those costs for our conventional fixed-rate debt. For additional information,
see “Risk Factors—The Bank’s initial estimated value of the securities
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 securities 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 securities was determined when the terms of the securities
were set based on market conditions and other relevant factors and assumptions existing at
that time. See “Risk Factors—The Bank’s initial estimated value does not
represent future values of the securities and may differ from others’ estimates”
in this pricing supplement.
The
Bank’s initial estimated value of the securities is lower than the initial issue price of the securities because costs associated
with selling, structuring and hedging the securities are included in the initial issue price of the securities. 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 securities and
the estimated cost of hedging our obligations under the securities. 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 securities. See
“Risk Factors—The Bank’s initial estimated value of the securities is lower than the initial issue price (price
to public) of the securities” in this pricing supplement. |
Where
You Can Find
More Information: |
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.
References
to “CIBC,” “the Issuer,” “the Bank,” “we,” “us” and “our”
in this document 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” or “Reference Asset” in the underlying supplement
will be references to “Underlying Index.”
You
may access the underlying supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows:
• Underlying
supplement dated September 5, 2023:
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098170/tm2322483d89_424b5.htm
• Prospectus
supplement dated September 5, 2023:
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098166/tm2322483d94_424b5.htm
• Prospectus
dated September 5, 2023:
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098163/tm2325339d10_424b3.htm |
Validity
of the Securities: |
In
the opinion of Blake, Cassels & Graydon LLP, as Canadian counsel to the Bank, the issue and sale of the securities has been duly
authorized by all necessary corporate action of the Bank in conformity with the indenture, and when the securities have been duly
executed, authenticated and issued in accordance with the indenture, the securities will be validly issued and, to the extent validity
of the |
Contingent
Income Auto-Callable Securities due May 13, 2027
Based
on the Worst Performing of the S&P 500® Index, the Nasdaq-100 Index® and the Russell 2000®
Index
Principal
at Risk Securities
|
securities
is a matter governed by the laws of the Province of Ontario or the federal laws of Canada
applicable therein, will be valid obligations of the Bank, subject to applicable bankruptcy,
insolvency and other laws of general application affecting creditors’ rights, equitable
principles, and subject to limitations as to the currency in which judgments in Canada may
be rendered, as prescribed by the Currency Act (Canada). This opinion is given as of the
date hereof and is limited to the laws of the Province of Ontario and the federal laws of
Canada applicable therein. In addition, this opinion is subject to customary assumptions
about the Trustee’s authorization, execution and delivery of the indenture and the
genuineness of signature, and to such counsel’s reliance on the Bank and other sources
as to certain factual matters, all as stated in the opinion letter of such counsel dated
June 6, 2023, which has been filed as Exhibit 5.2 to the Bank’s Registration Statement
on Form F-3 filed with the SEC on June 6, 2023.
In
the opinion of Mayer Brown LLP, when the securities 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 securities
will constitute valid and binding obligations of the Bank, entitled to the benefits of the indenture, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights
and to general equity principles. This opinion is given as of the date hereof and is limited to the laws of the State of New York. This
opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery of the indenture and such
counsel’s reliance on the Bank and other sources as to certain factual matters, all as stated in the legal opinion dated June 6,
2023, which has been filed as Exhibit 5.1 to the Bank’s Registration Statement on Form F-3 filed with the SEC on June 6, 2023.
|
Exhibit 107.1
The pricing supplement to which this Exhibit is attached is a final
prospectus for the related offering(s). The maximum aggregate offering price of the related offering(s) is $3,594,000.
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