|
|
Filed
Pursuant to Rule 424(b)(2)
Registration Statement No. 333-272447
(To Prospectus dated September 5, 2023,
Prospectus Supplement dated September 5, 2023 and
Product Supplement EQUITY INDICES MITTS-1 dated
September 5, 2023) |
618,012 Units
$10 principal amount per
unit
CUSIP No. 13608Q879
|
Pricing Date
Settlement Date
Maturity Date |
May 16, 2024
May 23,
2024
May 26,
2028 |
|
|
|
|
|
Capped
Market Index Target-Term Securities® Linked to the S&P 500®
Index
§ Maturity
of approximately four years
§ 100%
participation in increases in the Index, subject to a capped return of 35.02%
§ If the Index is flat or decreases, payment at maturity will
be the principal amount
§ All
payments occur at maturity and are subject to the credit risk of Canadian Imperial Bank of Commerce
§
No periodic interest payments
§
In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per unit. See
“Structuring the Notes”
§
Limited secondary market liquidity, with no exchange listing
§
You may be required to accrue interest and pay taxes on the notes each year even if you will not receive any payments until
maturity. See “Summary of U.S. Federal Income Tax Consequences”
§
The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or
guaranteed by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental
agency of the United States, Canada, or any other jurisdiction |
|
|
|
|
|
|
The notes are being issued by Canadian Imperial Bank of Commerce
(“CIBC”). There are important differences between the notes and a conventional debt security, including different investment
risks and certain additional costs. See “Risk Factors” beginning on page TS-6 of this term sheet and beginning on page PS-6
of product supplement EQUITY INDICES MITTS-1.
The initial estimated value of the notes as of the pricing date is
$9.55 per unit, which is less than the public offering price listed below. See “Summary” on the following page, “Risk
Factors” beginning on page TS-6 of this term sheet and “Structuring the Notes” on page TS-13 of this term
sheet for additional information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy.
_________________________
None of the Securities and Exchange Commission (the “SEC”),
any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if this Note
Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense.
_________________________
|
Per
Unit |
Total |
Public
offering price |
$ 10.00 |
$6,180,120.00 |
Underwriting
discount |
$ 0.25 |
$ 154,503.00 |
Proceeds,
before expenses, to CIBC |
$ 9.75 |
$6,025,617.00 |
The notes:
Are
Not FDIC Insured |
Are
Not Bank Guaranteed |
May Lose
Value |
BofA Securities
May 16, 2024
Capped
Market Index Target-Term Securities®
Linked to the S&P 500®
Index, due May 26, 2028 |
|
Summary
The Capped Market Index Target-Term Securities® Linked
to the S&P 500® Index, due May 26, 2028 (the “notes”) are our senior unsecured debt securities. The
notes are not guaranteed or insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any
other governmental agency of the United States, Canada or any other jurisdiction or secured by collateral. The notes are not bail-inable
debt securities (as defined on page 6 of the prospectus). The notes will rank equally with all of our other unsecured and unsubordinated
debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of CIBC. The notes
provide you with 100% participation in increases in the Market Measure, which is the S&P 500® Index (the “Index”),
subject to a cap. If the Index is flat or decreases, you will only receive the principal amount of your notes. Any payments on the notes
will be calculated based on the $10 principal amount per unit and will depend on the performance of the Index, subject to our credit
risk. See “Terms of the Notes” below.
The economic terms of the notes (including the Capped Value) are based
on our internal funding rate, which is the rate we would pay to borrow funds through the issuance of market-linked notes, and the economic
terms of certain related hedging arrangements. Our internal funding rate is typically lower than the rate we would pay when we issue
conventional fixed rate debt securities. This difference in funding rate, as well as the underwriting discount and the hedging-related
charge and certain service fee described below, reduced the economic terms of the notes to you and the initial estimated value of the
notes on the pricing date. Due to these factors, the public offering price you pay to purchase the notes is greater than the initial
estimated value of the notes.
On the cover page of this term sheet, we have provided the initial
estimated value for the notes. This initial estimated value was determined based on our pricing models, and was based on our internal
funding rate on the pricing date, market conditions and other relevant factors existing at that time, and our assumptions about market
parameters. For more information about the initial estimated value and the structuring of the notes, see “Structuring the Notes”
on page TS-13.
Terms
of the Notes |
Redemption
Amount Determination |
Issuer: |
Canadian
Imperial Bank of Commerce (“CIBC”) |
On the maturity date, you will receive a cash payment per unit
determined as follows:
You will receive the Minimum Redemption Amount of $10.00 per unit
(The Redemption Amount will not be less than the Minimum Redemption
Amount per unit.)
|
Principal
Amount: |
$10.00
per unit |
Term: |
Approximately
four years |
Market
Measure: |
The
S&P 500® Index (Bloomberg symbol: “SPX”), a price return index. |
Starting
Value: |
5,297.10 |
Ending
Value: |
The
average of the closing levels of the Market Measure on each calculation day occurring during the Maturity Valuation Period. The scheduled
calculation days are subject to postponement in the event of Market Disruption Events, as described beginning on page PS-17
of product supplement EQUITY INDICES MITTS-1. |
Minimum
Redemption Amount: |
$10.00
per unit. If you sell your notes before the maturity date, you may receive less than the Minimum Redemption Amount per unit. |
Participation
Rate: |
100.00% |
Capped
Value: |
$13.502
per unit, which represents a return of 35.02% over the principal amount. |
Maturity
Valuation Period: |
May 17,
2028, May 18, 2028, May 19, 2028, May 22, 2028 and May 23, 2028 |
Fees
and Charges: |
The
underwriting discount of $0.25 per unit listed on the cover page and the hedging-related charge of $0.075 per unit described
in “Structuring the Notes” on page TS-13. |
Calculation
Agent: |
BofA
Securities, Inc. (“BofAS”) |
Capped Market Index Target-Term Securities® | TS-2 |
Capped
Market Index Target-Term Securities®
Linked to the S&P 500®
Index, due May 26, 2028 |
|
The terms and risks of the notes are contained in this term sheet and
in the following:
These documents (together, the “Note Prospectus”) have been
filed as part of a registration statement with the SEC, which may, without cost, be accessed on the SEC website as indicated above or
obtained from Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) or BofAS by calling 1-800-294-1322.
Before you invest, you should read the Note Prospectus, including this term sheet, for information about us and this offering. Any prior
or contemporaneous oral statements and any other written materials you may have received are superseded by the Note Prospectus.
Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement EQUITY INDICES MITTS-1. Unless
otherwise indicated or unless the context requires otherwise, all references in this document to “we,” “us,”
“our,” or similar references are to CIBC.
Investor Considerations
You may wish to consider an investment in the notes if:
§ | You
anticipate that the Index will increase moderately from the Starting Value to the Ending Value. |
§ | You
accept that the return on the notes will be zero if the Index does not increase from the Starting Value to the Ending Value. |
§ | You
accept that the return on the notes will be capped. |
§ | You
are willing to forgo the interest payments that are paid on conventional interest bearing debt securities. |
§ | You
are willing to forgo dividends or other benefits of owning the stocks included in the Index. |
§ | You
are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes, if any,
will be affected by various factors, including our actual and perceived creditworthiness, our internal funding rate and fees and charges
on the notes. |
§ | You
are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption Amount. |
The notes may not be an appropriate investment for you if:
§ | You
believe that the Index will decrease from the Starting Value to the Ending Value or that it will not increase sufficiently over the term
of the notes to provide you with your desired return. |
§ | You
seek a guaranteed return beyond the Minimum Redemption Amount. |
§ | You
seek an uncapped return on your investment. |
§ | You
seek interest payments or other current income on your investment. |
§ | You
want to receive dividends or other distributions paid on the stocks included in the Index. |
§ | You
seek an investment for which there will be a liquid secondary market. |
§ | You
are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes. |
We urge you to consult your investment, legal, tax, accounting, and
other advisors before you invest in the notes.
Capped Market Index Target-Term Securities® | TS-3 |
Capped
Market Index Target-Term Securities®
Linked to the S&P 500®
Index, due May 26, 2028 |
|
Hypothetical Payout Profile and Examples of Payments
at Maturity
Capped
Market Index Target-Term Securities®
|
This graph reflects the returns on the
notes, based on the Participation Rate of 100%, the Minimum Redemption Amount of $10.00 per unit, and the Capped Value of $13.502
per unit. The blue line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment
in the stocks included in the Index, excluding dividends.
This graph has been prepared for purposes
of illustration only. |
The following table and examples are for purposes of illustration only.
They are based on hypothetical values and show hypothetical returns on the notes. They illustrate the calculation of the
Redemption Amount and total rate of return based on a hypothetical Starting Value of 100.00, the Participation Rate of 100%, the Minimum
Redemption Amount of $10.00 per unit, the Capped Value of $13.502 per unit and a range of hypothetical Ending Values. The actual amount
you receive and the resulting total rate of return will depend on the actual Starting Value and Ending Value, and whether you hold the
notes to maturity. The following examples do not take into account any tax consequences from investing in the notes.
For recent actual levels of the Market Measure, see “The Index”
section below. The Index is a price return index and as such the Ending Value will not include any income generated by dividends paid
on the stocks included in the Index, which you would otherwise be entitled to receive if you invested in those stocks directly. In addition,
all payments on the notes are subject to issuer credit risk.
Ending Value |
|
Percentage Change from the
Starting Value to the Ending Value |
|
Redemption Amount
per Unit |
|
Total Rate
of Return
on the Notes |
0.00 |
|
-100.00% |
|
$10.000(1) |
|
0.00% |
50.00 |
|
-50.00% |
|
$10.000 |
|
0.00% |
75.00 |
|
-25.00% |
|
$10.000 |
|
0.00% |
80.00 |
|
-20.00% |
|
$10.000 |
|
0.00% |
90.00 |
|
-10.00% |
|
$10.000 |
|
0.00% |
95.00 |
|
-5.00% |
|
$10.000 |
|
0.00% |
100.00(2) |
|
0.00% |
|
$10.000 |
|
0.00% |
110.00 |
|
10.00% |
|
$11.000 |
|
10.00% |
115.00 |
|
15.00% |
|
$11.500 |
|
15.00% |
120.00 |
|
20.00% |
|
$12.000 |
|
20.00% |
135.02 |
|
35.02% |
|
$13.502(3) |
|
35.02% |
140.00 |
|
40.00% |
|
$13.502 |
|
35.02% |
180.00 |
|
80.00% |
|
$13.502 |
|
35.02% |
| (1) | The Redemption Amount per unit will not be less than the Minimum
Redemption Amount. |
| (2) | The hypothetical Starting Value of 100.00 used in these examples
has been chosen for illustrative purposes only. The actual Starting Value is 5,297.10, which
was the closing level of the Market Measure on the pricing date. |
| (3) | The Redemption Amount per unit cannot exceed the Capped Value. |
Capped Market Index Target-Term Securities® | TS-4 |
Capped
Market Index Target-Term Securities®
Linked to the S&P 500®
Index, due May 26, 2028 |
|
Redemption Amount Calculation Examples
Example
1 |
The
Ending Value is 90.00, or 90.00% of the Starting Value: |
Starting
Value: 100.00 |
Ending
Value: 90.00 |
|
=
$9.000, however, because the Redemption Amount for the notes cannot be less than the Minimum Redemption Amount, the Redemption Amount
will be $10.000 per unit. |
Example
2 |
The
Ending Value is 110.00, or 110.00% of the Starting Value: |
Starting
Value: 100.00 |
Ending
Value: 110.00 |
|
=
$11.000 Redemption Amount per unit |
Example
3 |
The
Ending Value is 180.00, or 180.00% of the Starting Value: |
Starting
Value: 100.00 |
Ending
Value: 180.00 |
|
=
$18.000, however, because the Redemption Amount for the notes cannot exceed the Capped Value, the Redemption Amount will be $13.502
per unit. |
Capped Market Index Target-Term Securities® | TS-5 |
Capped
Market Index Target-Term Securities®
Linked to the S&P 500®
Index, due May 26, 2028 |
|
Risk Factors
There are important differences between the notes and a conventional
debt security. An investment in the notes involves significant risks, including those listed below. You should carefully review the more
detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page PS-6 of product
supplement EQUITY INDICES MITTS-1, page S-1 of the prospectus supplement, and page 1 of the prospectus identified above. We
also urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
Structure-related Risks
| § | Depending
on the performance of the Index as measured shortly before the maturity date, you may not
receive a positive return on your investment. |
| § | Your
investment return is limited to the return represented by the Capped Value and may be less
than a comparable investment directly in the stocks included in the Index. |
| § | Your
return on the notes may be less than the yield you could earn by owning a conventional fixed
or floating rate debt security of comparable maturity. |
| § | 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. If we become insolvent or are unable to pay
our obligations, you may lose your entire investment. |
Valuation- and Market-related Risks
| § | Our
initial estimated value of the notes is lower than the public offering price of the notes.
The public offering price of the notes exceeds our initial estimated value because costs
associated with selling and structuring the notes, as well as hedging the notes, all as further
described in “Structuring the Notes” on page TS-13, are included in the
public offering price of the notes. |
| § | Our
initial estimated value does not represent future values of the notes and may differ from
others’ estimates. Our initial estimated value is only an estimate, which was determined
by reference to our internal pricing models when the terms of the notes were set. This estimated
value was based on market conditions and other relevant factors existing at that time, our
internal funding rate on the pricing date and our 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
our initial estimated value. In addition, market conditions and other relevant factors in
the future may change, and any assumptions may prove to be incorrect. On future dates, the
market value of the notes could change significantly based on, among other things, changes
in market conditions, including the level of the Index, our creditworthiness, interest rate
movements and other relevant factors, which may impact the price at which MLPF&S, BofAS
or any other party would be willing to buy notes from you in any secondary market transactions.
Our estimated value does not represent a minimum price at which MLPF&S, BofAS or any
other party would be willing to buy your notes in any secondary market (if any exists) at
any time. |
| § | Our
initial estimated value of the notes was not determined by reference to credit spreads for
our conventional fixed-rate debt. The internal funding rate that was used in the determination
of our 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 we were to have used the interest rate implied by our conventional fixed-rate
debt, we would expect the economic terms of the notes to be more favorable to you. Consequently,
our use of an internal funding rate for market-linked notes had an adverse effect on the
economic terms of the notes and the initial estimated value of the notes on the pricing date,
and could have an adverse effect on any secondary market prices of the notes. |
| § | A
trading market is not expected to develop for the notes. None of us, MLPF&S or BofAS
is obligated to make a market for, or to repurchase, the notes. There is no assurance that
any party will be willing to purchase your notes at any price in any secondary market. |
Conflict-related Risks
| § | Our
business, hedging and trading activities, and those of MLPF&S, BofAS and our respective
affiliates (including trades in shares of companies included in the Index), and any hedging
and trading activities we, MLPF&S, BofAS or our respective affiliates engage in for our
clients’ accounts, may affect the market value and return of the notes and may create
conflicts of interest with you. |
| § | There
may be potential conflicts of interest involving the calculation agent, which is BofAS. We
have the right to appoint and remove the calculation agent. |
Market Measure-related Risks
| § | The
Index sponsor may adjust the Index in a way that affects its level, and has no obligation
to consider your interests. |
| § | You
will have no rights of a holder of the securities represented by the Index, and you will
not be entitled to receive securities or dividends or other distributions by the issuers
of those securities. |
Capped Market Index Target-Term Securities® | TS-6 |
Capped
Market Index Target-Term Securities®
Linked to the S&P 500®
Index, due May 26, 2028 |
|
| § | While
we, MLPF&S, BofAS or our respective affiliates may from time to time own securities of
companies included in the Index, except to the extent that the common stock of Bank of America
Corporation (the parent company of MLPF&S and BofAS) is included in the Index, we, MLPF&S,
BofAS and our respective affiliates do not control any company included in the Index, and
have not verified any disclosure made by any other company. |
Tax-related Risks
| § | The
U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a
holder of the notes. See “Summary of U.S. Federal Income Tax Consequences” below
and “U.S. Federal Income Tax Summary” beginning on page PS-27 of product
supplement EQUITY INDICES MITTS-1. For a discussion of the Canadian federal income tax consequences
of investing in the notes, see “Material Income Tax Consequences—Canadian Taxation”
in the prospectus, as supplemented by the discussion under “Summary of Canadian Federal
Income Tax Considerations” herein. |
Capped Market Index Target-Term Securities® | TS-7 |
Capped
Market Index Target-Term Securities®
Linked to the S&P 500®
Index, due May 26, 2028 |
|
The Index
All disclosures contained in this term sheet regarding the Index, including,
without limitation, its make-up, method of calculation and changes in its components, have been derived from publicly available sources,
which we have not independently verified. The information reflects the policies of, and is subject to change by, S&P Dow Jones Indices
LLC (“SPDJI” or the “Index sponsor”). The Index sponsor, which licenses the copyright and all other rights to
the Index, has no obligation to continue to publish, and may discontinue publication of, the Index. The consequences of the Index sponsor
discontinuing publication of the Index are discussed in the section entitled “Description of MITTS—Discontinuance of an Index”
beginning on page PS-18 of product supplement EQUITY INDICES MITTS-1. None of us, the calculation agent, MLPF&S or BofAS accepts
any responsibility for the calculation, maintenance or publication of the Index or any successor index.
General
The Index consists of stocks of 500 companies selected to provide a
performance benchmark for the U.S. equity markets. The Index is one of the multiple indices published by SPDJI (the “the S&P
U.S. Indices”). The Index is reported by Bloomberg L.P. under the ticker symbol “SPX.”
Composition of the S&P U.S. Indices
Securities must meet the following eligibility factors to be considered
eligible for inclusion in the S&P U.S. Indices. Constituent selection is at the discretion of the SPDJI’s U.S. index committee
(the “Index Committee”) and is based on the eligibility criteria.
Changes to the S&P U.S. Indices are made as needed, with no scheduled
reconstitution. Rather, changes in response to corporate actions and market developments can be made at any time. Constituent changes
are typically announced two to five days before they are scheduled to be implemented.
Additions to the S&P U.S. Indices are evaluated based on the following
eligibility criteria:
| • | Domicile.
Only common stocks of U.S. companies are eligible. For index purposes, a U.S. company has
the following characteristics: |
| § | satisfies
the periodic reporting obligations imposed by the Exchange Act by filing forms for domestic
issuers, such as, but not limited to, Form 10-K annual reports, Form 10-Q quarterly
reports, and Form 8-K current reports; |
| § | the
U.S. portion of fixed assets and revenues constitutes a plurality of the total, but need
not exceed 50%. When these factors are in conflict, fixed assets determine plurality. Revenue
determines plurality when there is incomplete asset information. Geographic information for
revenue and fixed asset allocations are determined by the company as reported in its annual
filings. If this criteria is not met or is ambiguous, SPDJI may still deem the company to
be a U.S. company for index purposes if its primary listing, headquarters and incorporation
are all in the United States and/or “a domicile of convenience” (Bermuda, Channel
Islands, Gibraltar, islands in the Caribbean, Isle of Man, Luxembourg, Liberia or Panama);
and |
| § | the
primary listing is on an eligible U.S. exchange. |
In situations where the only factor suggesting that a company is not
a U.S. company is its tax registration in a “domicile of convenience” or another location chosen for tax-related reasons,
SPDJI normally determines that the company is still a U.S. company. The final determination of domicile eligibility is made by the Index
Committee, which can consider other factors including, but not limited to, operational headquarters location, ownership information,
location of officers, directors and employees, investor perception and other factors deemed to be relevant.
| • | Exchange
Listing. A primary listing on one of the following U.S. exchanges is required: NYSE,
NYSE Arca, NYSE American, Nasdaq Global Select Market, Nasdaq Select Market, Nasdaq Capital
Market, Cboe BZX, Cboe BYX, Cboe EDGA or Cboe EDGX exchanges. Ineligible exchanges include
the OTC Bulletin Board and Pink Sheets. |
| • | Organizational
Structure and Share Type. Eligible organizational structures and share types are corporations
(including equity and mortgage REITS) and common stock (i.e., shares). Ineligible organizational
structures and share types include business development companies, limited partnerships,
master limited partnerships, limited liability companies, closed-end funds, exchange-traded
funds, exchange-traded notes, royalty trusts, special purpose acquisition companies, preferred
and convertible preferred stock, unit trusts, equity warrants, convertible bonds, investment
trusts, rights, American Depositary Receipts and tracking stocks. |
| • | Market
Capitalization. The unadjusted company market capitalization should be within a specified
range. Such ranges are reviewed quarterly and updated as needed to ensure they reflect current
market conditions. For spin-offs, S&P U.S. Index membership eligibility is determined
using when-issued prices, if available. |
| • | Liquidity.
Using composite pricing and volume, the ratio of annual dollar value traded (defined as average
closing price over the period multiplied by historical volume over the last 365 calendar
days) to float-adjusted market capitalization should be at least 0.10, and the stock should
trade a minimum of 250,000 shares in each of the six months leading up to the evaluation
date. |
Capped Market Index Target-Term Securities® | TS-8 |
Capped
Market Index Target-Term Securities®
Linked to the S&P 500®
Index, due May 26, 2028 |
|
| • | IWF.
The IWF for each company represents the portion of the total shares outstanding that are
considered part of the public float for purposes of the S&P U.S. Indices. An IWF of at
least 0.10 is required. |
| • | Financial
Viability. The sum of the most recent four consecutive quarters’ Generally Accepted
Accounting Principles (GAAP) earnings (net income excluding discontinued operations) should
be positive as should the most recent quarter. For REITs, financial viability is based on
GAAP earnings and/or Funds From Operations (FFO), if reported. |
| • | Treatment
of IPOs. Initial public offerings should be traded on an eligible exchange for at least
12 months before being considered for addition to an S&P U.S. Index. Spin-offs or in-specie
distributions from existing constituents do not need to be seasoned for 12 months prior to
their inclusion in an S&P U.S. Index. |
| • | Sector
Balance. A company is evaluated for its contribution to sector balance maintenance, as
measured by a comparison of each GICS® sector’s weight in an index with
its weight in the S&P U.S. Total Market Index, in the relevant market capitalization
range. The S&P Total Market Index is a float-adjusted, market-capitalization weighted
index designed to track the broad U.S. equity market, including large-, mid-, small- and
micro-cap stocks. |
SPDJI believes turnover in membership in the S&P U.S. Indices should
be avoided when possible. At times a stock may appear to temporarily violate one or more of the addition criteria. However, the addition
criteria are for addition to the S&P U.S. Indices, not for continued membership. As a result, a constituent of the S&P U.S. Indices
that appears to violate criteria for addition to the S&P U.S. Indices is not deleted unless ongoing conditions warrant an index change.
Calculation of the S&P U.S. Indices
The S&P U.S. Indices are float-adjusted market capitalization-weighted
indices. On any given day, the index value of each S&P U.S. Index is the total float-adjusted market capitalization of that S&P
U.S. Index’s constituents divided by its divisor. The float-adjusted market capitalization reflects the price of each stock in
the relevant S&P U.S. Index multiplied by the number of shares used in the index value calculation.
Float Adjustment. Float adjustment means that the number of shares
outstanding is reduced to exclude closely held shares from the calculation of the index value because such shares are not available to
investors. The goal of float adjustment is to distinguish between strategic (control) shareholders, whose holdings depend on concerns
such as maintaining control rather than shorter term economic fortunes of the company, and those holders whose investments depend on
the stock’s price and their evaluation of a company’s future prospects. Generally, these “control holders” include
officers and directors, private equity, venture capital & special equity firms, asset managers and insurance companies with
board of director representation, other publicly traded companies that hold shares for control, holders of restricted shares, company-sponsored
employee share plans/trusts, defined contribution plans/savings and investment plans, foundations or family trusts associated with the
company, holders of unlisted share classes of stock or government entities at all levels (other than government retirement/pension funds),
sovereign wealth funds and any individual person who controls a 5% or greater stake in a company as reported in regulatory filings. Shares
that are not considered outstanding are also not included in the available float. These generally include treasury stock, stock options,
equity participation units, warrants, preferred stock, convertible stock and rights.
For each component, SPDJI calculates an IWF, which represents the portion
of the total shares outstanding that are considered part of the public float for purposes of the relevant S&P U.S. Index.
Divisor. Continuity in the value of each S&P U.S. Index is
maintained by adjusting its divisor for all changes in its constituents’ share capital after its base date. This includes additions
and deletions to the relevant S&P U.S. Index, rights issues, share buybacks and issuances and non-zero price spin-offs. The value
of each S&P U.S. Index’s divisor over time is, in effect, a chronological summary of all changes affecting the base capital
of that S&P U.S. Index. The divisor of each S&P U.S. Index is adjusted such that the index value of that S&P U.S. Index at
an instant just prior to a change in base capital equals the index value of that S&P U.S. Index at an instant immediately following
that change.
The following types of corporate actions would require a divisor adjustment:
company added/deleted, change in shares outstanding, change in IWF, special dividend and rights offering. Stock splits and stock dividends
do not affect the divisor, because following a split or dividend, both the stock price and number of shares outstanding are adjusted
by SPDJI so that there is no change in the market value of the relevant component. All stock split and dividend adjustments are made
after the close of trading on the day before the ex-date.
Maintenance of the S&P U.S. Indices
Changes in response to corporate actions and market developments can
be made at any time. Constituent changes are typically implemented with at least three business days advance notice.
Removals. Removals from the S&P U.S. Indices are evaluated
based as follows:
| • | A
company involved in a merger, acquisition or significant restructuring such that it no longer
meets the eligibility criteria is deleted from the S&P U.S. Indices at a time announced
by SPDJI, normally at the close of the last day of trading or expiration of a tender offer.
Constituents that are halted from trading may be kept in the index until trading resumes,
at the discretion of the Index Committee. If a stock is moved to the pink sheets or the bulletin
board, the stock is removed. |
| • | A
company that substantially violates one or more of the eligibility criteria may be deleted
at the Index Committee’s discretion. |
Capped Market Index Target-Term Securities® | TS-9 |
Capped
Market Index Target-Term Securities®
Linked to the S&P 500®
Index, due May 26, 2028 |
|
Any company that is removed from the S&P U.S. Indices must wait
a minimum of one year from its index removal date before being reconsidered as a replacement candidate.
Share Updates. When total shares outstanding increase by at least
5%, but the new share issuance is to a strategic or major shareholder, it implies that there is no change in float- adjusted shares.
However, in such instances, SPDJI will apply the share change and resulting IWF change regardless of whether the float change is greater
than or equal to 5%. For companies with multiple share class lines, the 5% share change threshold is based on each individual multiple
share class line rather than total company shares. Changes to share counts that is less than 5% of total shares are accumulated and made
quarterly on the third Friday of March, June, September and December.
IWF Updates. Accelerated implementation for events less than
$1 billion will include an adjustment to the company’s IWF only to the extent that such an IWF change helps the new float share
total mimic the shares available in the offering. To minimize unnecessary turnover, these IWF changes do not need to meet any minimum
threshold requirement for implementation. Any IWF change resulting in an IWF of 0.96 or greater is rounded up to 1.00 at the next annual
IWF review.
IWF changes will only be made at the quarterly review if the change
represents at least 5% of total current shares outstanding and is related to a single corporate action that did not qualify for the accelerated
implementation rule.
Quarterly share change events resulting from the conversion of derivative
securities, acquisitions of private companies, or acquisitions of non-index companies that do not trade on a major exchange are considered
to be available to investors unless there is explicit information stating that the new owner is a strategic holder.
Other than the situations described above, IWF changes are only
made at the annual IWF review.
Share/IWF Freezes. A share/IWF freeze period is implemented during
each quarterly rebalancing. The freeze period begins after the market close on the Tuesday preceding the second Friday of each rebalancing
month (i.e. March, June, September and December) and ends after the market close on the third Friday of a rebalancing month. Pro-forma
files are normally released after the market close on the second Friday, one week prior to the rebalancing effective date. In September,
preliminary share and float data are released on the first Friday of the month. However, the share freeze period for September follows
the same schedule as the other three quarterly share freeze periods. For illustration purposes, if rebalancing pro-forma files are scheduled
to be released on Friday, March 5, the share/IWF freeze period will begin after the close of trading on Tuesday, March 9 and
will end after the close of trading the following Friday, March 19 (i.e. the third Friday of the rebalancing month).
During the share/IWF freeze period, shares and IWFs are not changed
except for certain corporate action events (such as merger activity, stock splits, and rights offerings), and the accelerated implementation
rule is suspended. The suspension includes all changes that qualify for accelerated implementation and would typically be announced
or effective during the share/IWF freeze period. At the end of the freeze period, all suspended changes will be announced on the third
Friday of the rebalancing month and implemented five business days after the quarterly rebalancing effective date.
In general, companies that are the target
of a cash M&A event that is expected to close by quarter end according to publicly available guidance may have their share
count frozen at their current level for rebalancing purposes.
Corporate Actions. As specified in “—Calculation
of the S&P U.S. Indices—Divisor” above, the divisor will be adjusted for certain corporation actions. Corporate actions
(such as stock splits, stock dividends, non-zero price spin-offs and rights offerings) are applied after the close of trading on the
day prior to the ex-date.
Other Adjustments. In cases where there is no achievable market
price for a stock being deleted, it can be removed at a zero or minimal price at the Index Committee’s discretion, in recognition
of the constraints faced by investors in trading bankrupt or suspended stocks.
Capped Market Index Target-Term Securities® | TS-10 |
Capped
Market Index Target-Term Securities®
Linked to the S&P 500®
Index, due May 26, 2028 |
|
The following graph shows the daily historical performance of
the Index in the period from January 1, 2014 through May 16, 2024. We obtained this historical data from Bloomberg L.P. We
have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On the pricing date, the
closing level of the Index was 5,297.10.
Historical Performance of the Index
This historical data on the Index is not necessarily indicative
of the future performance of the Index or what the value of the notes may be. Any historical upward or downward trend in the level of
the Index during any period set forth above is not an indication that the level of the Index is more or less likely to increase or decrease
at any time over the term of the notes.
Before investing in the notes, you should consult publicly available
sources for the levels of the Index.
License Agreement
CIBC has entered into a nonexclusive license agreement providing for
the license to the Index, in exchange for a fee, of the right to use indices owned and published by SPDJI in connection with some products,
including the notes.
The Index is a product of SPDJI, and has been licensed for use
by us. Standard & Poor’s®, S&P® and S&P 500® are registered trademarks
of Standard & Poor’s Financial Services LLC; and these trademarks have been licensed for use by SPDJI and sublicensed
for certain purposes by us. The notes are not sponsored, endorsed, sold or promoted by SPDJI, Standard & Poor’s Financial
Services LLC or any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices
make no representation or warranty, express or implied, to the holders of the notes or any member of the public regarding the advisability
of investing in securities generally or in the notes particularly or the ability of the Index to track general market performance. S&P
Dow Jones Indices’ only relationship to us with respect to the Index is the licensing of the Index and certain trademarks, service
marks and/or trade names of S&P Dow Jones Indices or its licensors. The Index is determined, composed and calculated by S&P Dow
Jones Indices without regard to us or the notes. S&P Dow Jones Indices have no obligation to take our needs or the needs of
holders of the notes into consideration in determining, composing or calculating the Index. S&P Dow Jones Indices are not responsible
for and have not participated in the determination of the prices, and amount of the notes or the timing of the issuance or sale of the
notes or in the determination or calculation of the equation by which the notes are to be converted into cash. S&P Dow Jones Indices
have no obligation or liability in connection with the administration, marketing or trading of the notes. There is no assurance
that investment products based on the Index will accurately track index performance or provide positive investment returns. SPDJI is
not an investment advisor. Inclusion of a security within the Index is not a recommendation by S&P Dow Jones Indices to buy, sell,
or hold such security, nor is it considered to be investment advice.
S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS
AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN
COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES
OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY US,
Capped Market Index Target-Term Securities® | TS-11 |
Capped
Market Index Target-Term Securities®
Linked to the S&P 500®
Index, due May 26, 2028 |
|
HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL
S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT
LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN
S&P DOW JONES INDICES AND US, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
Supplement to the Plan of Distribution
Under our distribution agreement with BofAS, BofAS will purchase the
notes from us as principal at the public offering price indicated on the cover of this term sheet, less the indicated underwriting discount.
MLPF&S will in turn purchase the notes from BofAS for resale, and it will receive a selling concession in connection with the sale
of the notes in an amount up to the full amount of the underwriting discount set forth on the cover of this term sheet.
We will pay a fee to a broker dealer in which an affiliate of BofAS
has an ownership interest for providing certain services with respect to this offering, which will reduce the economic terms of the notes
to you.
We will deliver the notes against payment therefor in New York, New
York on a date that is greater 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 notes more than two business days prior to the original issue date will
be required to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange. In the original
offering of the notes, the notes will be sold in minimum investment amounts of 100 units. If you place an order to purchase the notes,
you are consenting to MLPF&S and/or one of its affiliates acting as a principal in effecting the transaction for your account.
MLPF&S and BofAS may repurchase and resell the notes, with repurchases
and resales being made at prices related to then-prevailing market prices or at negotiated prices, and these prices will include MLPF&S’s
and BofAS’s trading commissions and mark-ups or mark-downs. MLPF&S and BofAS may act as principal or agent in these market-making
transactions; however, neither is obligated to engage in any such transactions. At their discretion, for a short, undetermined initial
period after the issuance of the notes, MLPF&S and BofAS may offer to buy the notes in the secondary market at a price that may exceed
the initial estimated value of the notes. Any price offered by MLPF&S or BofAS for the notes will be based on then-prevailing market
conditions and other considerations, including the performance of the Index and the remaining term of the notes. However, none of us,
MLPF&S, BofAS or any of our respective affiliates is obligated to purchase your notes at any price or at any time, and we cannot
assure you that we, MLPF&S, BofAS or any of our respective affiliates will purchase your notes at a price that equals or exceeds
the initial estimated value of the notes.
The value of the notes shown on your account statement will be based
on BofAS’s estimate of the value of the notes if BofAS or another of its affiliates were to make a market in the notes, which it
is not obligated to do. That estimate will be based upon the price that BofAS may pay for the notes in light of then-prevailing market
conditions, and other considerations, as mentioned above, and will include transaction costs. At certain times, this price may be higher
than or lower than the initial estimated value of the notes.
The distribution of the Note Prospectus in connection with these offers
or sales will be solely for the purpose of providing investors with the description of the terms of the notes that was made available
to investors in connection with their initial offering. Secondary market investors should not, and will not be authorized to, rely on
the Note Prospectus for information regarding CIBC or for any purpose other than that described in the immediately preceding sentence.
Capped Market Index Target-Term Securities® | TS-12 |
Capped
Market Index Target-Term Securities®
Linked to the S&P 500®
Index, due May 26, 2028 |
|
Structuring the Notes
The notes are our debt securities, the return on which is linked to
the performance of the Index. As is the case for all of our debt securities, including our market-linked notes, the economic terms of
the notes reflect our actual or perceived creditworthiness at the time of pricing. The internal funding rate we use in pricing the market-linked
notes is typically lower than the rate we would pay when we issue conventional fixed-rate debt securities of comparable maturity. This
difference 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. This generally relatively
lower internal funding rate, which is reflected in the economic terms of the notes, along with the fees and charges associated with market-linked
notes, resulted in the initial estimated value of the notes on the pricing date being less than their public offering price.
At maturity, we are required to pay the Redemption Amount to holders
of the notes, which will be calculated based on the performance of the Index and the $10 per unit principal amount. In order to meet
these payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include
call options, put options or other derivatives) with BofAS or one of its affiliates. The terms of these hedging arrangements are determined
by seeking bids from market participants, including BofAS and its affiliates, and take into account a number of factors, including our
creditworthiness, interest rate movements, the volatility of the Index, the tenor of the notes and the tenor of the hedging arrangements.
The economic terms of the notes and their initial estimated value depend in part on the terms of these hedging arrangements.
BofAS has advised us that the hedging arrangements will include a hedging-related
charge of approximately $0.075 per unit, reflecting an estimated profit to be credited to BofAS from these transactions. Since hedging
entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may
be realized by BofAS or any third party hedge providers.
For further information, see “Risk Factors—Valuation- and
Market-related Risks” beginning on page PS-7 of product supplement EQUITY INDICES MITTS-1 and “Use of Proceeds”
on page S-14 of prospectus supplement.
Capped Market Index Target-Term Securities® | TS-13 |
Capped
Market Index Target-Term Securities®
Linked to the S&P 500®
Index, due May 26, 2028 |
|
Summary of 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 term sheet 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 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 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.
Capped Market Index Target-Term Securities® | TS-14 |
Capped
Market Index Target-Term Securities®
Linked to the S&P 500®
Index, due May 26, 2028 |
|
Summary of U.S. Federal Income Tax Consequences
You should consider the U.S. federal income tax consequences of an investment
in the notes, including the following:
| • | There
is no statutory, judicial, or administrative authority directly addressing the characterization
of the notes. |
| • | We
intend to take the position that the notes will be treated as “contingent payment debt
instruments” for U.S. federal income tax purposes, subject to taxation under the “noncontingent
bond method.” No assurance can be given that the Internal Revenue Service or any court
will agree with this characterization and tax treatment. |
| • | Under
this characterization and tax treatment of the notes, a U.S. holder will be required to report
original issue discount (“OID”) or interest income based on a “comparable
yield” and a “projected payment schedule” with respect to a note without
regard to cash, if any, received on the notes. |
| • | The
following table is based upon a projected payment schedule (including a projection for tax
purposes of the Redemption Amount) and a comparable yield equal to 5.04% per annum (compounded
annually) that we established for the notes. The table reflects the expected issuance of
the notes on May 23,
2024 and the scheduled maturity date of May 26,
2028. This tax accrual table is based upon a projected payment schedule per $10 principal
amount of the notes, which would consist of a single payment of $12.1787 at maturity. This information
is provided solely for tax purposes, and we make no representations or predictions as to
what the actual Redemption Amount will be. |
Accrual
Period |
Interest
Deemed
to Accrue on the Notes
During Accrual Period per Unit |
Total
Interest Deemed to Have
Accrued on the Notes as of End of
Accrual Period per Unit |
May 23,
2024 through December 31, 2024 |
$0.3052 |
$0.3052 |
January 1,
2025 through December 31, 2025 |
$0.5194 |
$0.8246 |
January 1,
2026 through December 31, 2026 |
$0.5456 |
$1.3701 |
January 1,
2027 through December 31, 2027 |
$0.5731 |
$1.9432 |
January 1,
2028 through May 26, 2028 |
$0.2355 |
$2.1787 |
Projected Redemption Amount = $12.1787 per
unit of the notes.
| • | Upon
a sale, exchange, or retirement of a note prior to maturity, a U.S. holder generally will
recognize taxable gain or loss equal to the difference between the amount realized on the
sale, exchange, or retirement and the holder’s tax basis in the notes. A U.S. holder
generally will treat any gain as ordinary interest income, and any loss as ordinary up to
the amount of previously accrued OID and then as capital loss. At maturity, (i) if the
actual Redemption Amount exceeds the projected Redemption Amount, a U.S. holder must include
such excess as interest income, or (ii) if the projected Redemption Amount exceeds the
actual Redemption Amount, a U.S. holder will generally treat such excess first as an offset
to previously accrued OID for the taxable year, then as an ordinary loss to the extent of
all prior OID inclusions, and thereafter as a capital loss. |
You should consult your own tax advisor concerning the U.S. federal
income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences arising under the laws
of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws. You should
review carefully the discussion under the section entitled “U.S. Federal Income Tax Summary” beginning on page PS-27
of product supplement EQUITY INDICES MITTS-1.
Capped Market Index Target-Term Securities® | TS-15 |
Capped
Market Index Target-Term Securities®
Linked to the S&P 500®
Index, due May 26, 2028 |
|
Validity of the Notes
In the opinion of Blake, Cassels & Graydon LLP, as Canadian
counsel to CIBC, the issue and sale of the notes has been duly authorized by all necessary corporate action of CIBC in conformity with
the indenture, and when the notes have been duly executed, authenticated and issued in accordance with the indenture, the notes will
be validly issued and, to the extent validity of the notes is a matter governed by the laws of the Province of Ontario or the federal
laws of Canada applicable therein, will be valid obligations of CIBC, 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 CIBC 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 CIBC’s Registration Statement on Form F-3 filed with
the SEC on June 6, 2023.
In the opinion of Mayer Brown LLP, when the notes have been duly completed
in accordance with the indenture and issued and sold as contemplated by this term sheet and the accompanying product supplement, prospectus
supplement and prospectus, the notes will constitute valid and binding obligations of CIBC, 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 CIBC 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 CIBC’s Registration Statement on Form F-3
filed with the SEC on June 6, 2023.
Where You Can Find More Information
We have filed a registration statement (including a product supplement,
a prospectus supplement, and a prospectus) with the SEC for the offering to which this term sheet relates. Before you invest, you should
read the Note Prospectus, including this term sheet, and the other documents that we have filed with the SEC, for more complete information
about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
we, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S
or BofAS toll-free at 1-800-294-1322.
“Market Index Target-Term Securities®” and
“MITTS®” are registered service marks of Bank of America Corporation, the parent company of MLPF&S and
BofAS.
Capped Market Index Target-Term Securities® | TS-16 |
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 $6,180,120.00.
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