Filed Pursuant to Rule 424(b)(2)
Registration No. 333-272447
The information in this preliminary pricing supplement
is not complete and may be changed. This preliminary pricing supplement and the accompanying underlying supplement, prospectus supplement
and prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
![](https://www.sec.gov/Archives/edgar/data/1045520/000110465924092283/tm2420617d49_424b2img001.jpg)
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Subject to Completion, Dated August 23, 2024 |
Pricing Supplement dated , 2024 |
(To Equity Index Underlying Supplement dated September 5, 2023, |
Prospectus Supplement dated September 5, 2023,and Prospectus dated September 5, 2023) |
Canadian Imperial Bank of Commerce Capped Buffer GEARS
$ Notes Linked to the S&P 500®
Index due on or about August 31, 2026
These
Capped Buffer GEARS (the “Notes”) are senior unsecured debt securities issued by Canadian Imperial Bank of Commerce (“CIBC”)
with returns linked to the S&P 500® Index (the “Underlying”). The Notes will rank equally with all of
our other unsecured and unsubordinated debt obligations. If the Underlying Return is positive, CIBC will pay the principal amount at
maturity plus a return equal to 2.00 (the “Upside Gearing”) multiplied by the Underlying Return, up to the Maximum Gain. If
the Underlying Return is zero or negative, but the Final Level is greater than or equal to the Downside Threshold, CIBC will pay the
full principal amount at maturity. However, if the Underlying Return is negative and the Final Level is less than the Downside Threshold,
CIBC will pay less than the full principal amount at maturity and you will lose 1% of the principal amount of your Notes for every 1%
decline in the level of the Underlying in excess of the Buffer. Investing in the Notes involves significant risks. The Notes do not
pay any interest. You may lose up to 90% of your principal amount. Any payment on the Notes, including any repayment of principal at
maturity, is subject to the creditworthiness of CIBC. If CIBC were to default on its payment obligations, you may not receive any amounts
owed to you under the Notes and you could lose your entire investment.
q | Enhanced Growth Potential Up to the Maximum Gain: At
maturity, the Notes enhance any positive Underlying Return up to the Maximum Gain. If the Underlying Return is negative, investors
may be exposed to the downside market risk of the negative Underlying Return at maturity. |
| |
q | Buffered Downside Market Exposure:
If the Underlying Return is zero or negative but the Final Level is greater than or equal to the Downside Threshold, CIBC will repay the
principal amount at maturity. However, if the Underlying Return is negative and the Final Level is less than the Downside Threshold, CIBC
will pay less than the full principal amount at maturity, resulting in a loss of the principal amount that is proportionate to the percentage
decline in the Underlying in excess of the Buffer. Accordingly, you could lose up to 90% of the principal amount of the Notes. The downside
exposure to the Underlying is subject to the Buffer only if you hold the Notes to maturity. Any payment on the Notes, including any repayment
of principal, is subject to the creditworthiness of CIBC. |
Trade Date |
August 27, 2024 |
Settlement Date |
August 30, 2024 |
Final Valuation Date2 |
August 26, 2026 |
Maturity Date2 |
August 31, 2026 |
|
|
1 Expected. In the event we make any change to the expected
Trade Date and Settlement Date, the Final Valuation Date and the Maturity Date will be changed so that the stated term of the Notes remains
the same.
2 See page PS-4 for additional details. |
THE NOTES ARE
SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE NOTES MAY NOT OBLIGATE CIBC TO REPAY THE FULL PRINCIPAL AMOUNT
OF THE NOTES. THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING, WHICH CAN RESULT IN A LOSS OF UP TO 90%OF THE PRINCIPAL
AMOUNT AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF CIBC. YOU SHOULD NOT
PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.
YOU SHOULD CAREFULLY CONSIDER
THE RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE PS-6 AND THE MORE DETAILED ‘‘RISK FACTORS’’
BEGINNING ON PAGE S-1 OF THE ACCOMPANYING UNDERLYING SUPPLEMENT, BEGINNING ON PAGE S-1 OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PAGE
1 OF THE ACCOMPANYING PROSPECTUS BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES,
COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES.
The Notes are offered at a minimum investment of $1,000
in denominations of $10 and integral multiples of $10 in excess thereof. The final terms of the Notes will be determined on the Trade
Date.
Underlying |
Initial Level |
Downside Threshold |
Buffer |
Maximum Gain |
Upside Gearing |
CUSIP/ISIN |
The S&P 500® Index (“SPX”) |
• |
90% of the Initial Level |
10% |
21.83% – 22.23% |
2.00 |
13608Q234 / US13608Q2342 |
See “Additional Information about the Notes” on page PS-2.
The Notes offered will have the terms specified in the accompanying prospectus, prospectus supplement and underlying supplement, and the
terms set forth herein.
Neither the U.S. Securities and Exchange Commission (the “SEC”)
nor any state or provincial securities commission has approved or disapproved of the Notes or determined if this pricing supplement or
the accompanying underlying supplement, prospectus supplement or prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
The Notes will not constitute deposits insured by the Canada Deposit
Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation, or any other government agency or instrumentality
of Canada, the United States or any other jurisdiction. The Notes are not bail-inable debt securities (as defined on page 6 of the
prospectus). The Notes will not be listed on any securities exchange.
The initial estimated value of the Notes on the Trade Date as determined
by CIBC is expected to be between $9.689 and $9.889 per $10.00 principal amount of the Notes, which is expected to be less than the price
to public. See “Key Risks—General Risks” beginning on page PS-7 of this pricing supplement and “The Bank’s
Estimated Value of the Notes” on the last page of this pricing supplement for additional information.
|
Price to
Public |
Underwriting
Discount(1) |
Proceeds
to Us |
Notes Linked to: |
Total |
Per Note |
Total |
Per Note |
Total |
Per Note |
The S&P 500® Index |
· |
$10.00 |
· |
$0.00 |
· |
$10.00 |
(1) CIBC World
Markets Corp. (“CIBCWM”), our affiliate, will purchase the Notes and, as part of the distribution of the Notes, will sell
all of the Notes to UBS Financial Services Inc. (“UBS”) at no discount. See “Supplemental Plan of Distribution (Conflicts
of Interest)” on the last page of this pricing supplement for additional information.
UBS Financial Services Inc. |
CIBC Capital Markets |
Additional
Information About the Notes |
You should read this pricing supplement
together with the prospectus dated September 5, 2023 (the “prospectus”), the prospectus supplement dated September 5, 2023
(the “prospectus supplement”) and the Equity Index Underlying Supplement dated September 5, 2023 (the “underlying supplement”).
Information in this pricing supplement supersedes information in the underlying supplement, the prospectus supplement and the prospectus
to the extent it is different from that information. Certain terms used but not defined herein will have the meanings set forth in the
underlying supplement, the prospectus supplement or the prospectus.
You should rely only on the information
contained in or incorporated by reference in this pricing supplement and the accompanying underlying supplement, the prospectus supplement
and the prospectus. This pricing supplement may be used only for the purpose for which it has been prepared. No one is authorized to give
information other than that contained in this pricing supplement and the accompanying underlying supplement, the prospectus supplement
and the prospectus, and in the documents referred to in those documents and which are made available to the public. We, UBS and our respective
affiliates have not authorized any other person to provide you with different or additional information. If anyone provides you with different
or additional information, you should not rely on it.
We, CIBCWM and UBS are not making
an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained
in or incorporated by reference in this pricing supplement or the accompanying underlying supplement, the prospectus supplement or the
prospectus is accurate as of any date other than the date of the applicable document. Our business, financial condition, results of operations
and prospects may have changed since that date. Neither this pricing supplement nor the accompanying underlying supplement, the prospectus
supplement or the prospectus constitutes an offer, or an invitation on behalf of us, CIBCWM or UBS, to subscribe for and purchase any
of the Notes and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such an offer
or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
References to “CIBC,”
“the Issuer,” “the Bank,” “we,” “us” and “our” in this pricing supplement
are references to Canadian Imperial Bank of Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise
requires. References to “Index” in the underlying supplement will be references to “Underlying.”
You may access the underlying
supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by
reviewing our filing for the relevant date on the SEC website):
The Notes may be suitable for you if:
¨ | You fully understand the risks
inherent in an investment in the Notes, including the risk of loss of your entire initial investment. |
¨ | You are willing to make an
investment where you could lose up to 90% of your initial investment and are willing to make an investment that may be exposed to similar
downside market risk as the Underlying. |
¨ | You believe that the Underlying
will appreciate over the term of the Notes, but will not appreciate by more than the Maximum Gain. |
¨ | You understand and accept that your potential return is limited by the Maximum Gain, and you would be willing to invest in the Notes if
the Maximum Gain is set to the bottom of the range indicated on the cover hereof (the actual Maximum Gain will be set on the Trade Date). |
¨ | You understand and accept the
risks associated with the Underlying. |
¨ | You can tolerate fluctuations
in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in the level of the Underlying.
|
¨ | You are willing to hold the
Notes to maturity and do not seek an investment for which there is an active secondary market. |
¨ | You are willing to accept the
risk and return profile of the Notes versus a conventional debt security with a comparable maturity issued by CIBC or another issuer with
a similar credit rating. |
¨ | You do not seek current income
from your investment and are willing to forgo dividends paid on the stocks included in the Underlying. |
| |
¨ | You are willing to assume the credit risk of CIBC, as Issuer of the Notes,
and understand that if CIBC defaults on its obligations, you may not receive any amounts due to you, including any repayment of principal. |
The Notes may not be suitable for you if:
¨ | You do not fully understand
the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment. |
¨ | You seek an investment that
is designed to return your full principal amount at maturity. |
¨ | You are not willing to make
an investment in which you could lose up to 90% of your principal amount and you are not willing to make an investment that may be exposed
to similar downside market risk as the Underlying. |
¨ | You believe that the level
of the Underlying will decrease during the term of the Notes, or will increase by more than the Maximum Gain. |
¨ | You seek an investment that
participates in the full appreciation in the Underlying or that has unlimited return potential. |
¨ | You are not willing to invest in the Notes if the Maximum Gain is set to the bottom of the range indicated on the cover hereof (the actual
Maximum Gain will be set on the Trade Date). |
¨ | You do not understand or accept
the risks associated with the Underlying. |
¨ | You cannot tolerate fluctuations
in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in the level of the Underlying.
|
¨ | You are unable or unwilling
to hold the Notes to maturity and seek an investment for which there will be an active secondary market. |
¨ | You prefer the lower risk,
and therefore accept the potentially lower returns, of conventional debt securities with comparable maturities issued by CIBC or another
issuer with a similar credit rating. |
¨ | You seek current income from
your investment or prefer to receive the dividends paid on the stocks included in the Underlying. |
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¨ | You are not willing or are unable to assume the credit risk of CIBC,
as Issuer of the Notes, including any repayment of principal. |
The suitability considerations identified above are not exhaustive.
Whether or not the Notes are a suitable investment for you will depend on your individual circumstances, and you should reach an investment
decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an
investment in the Notes in light of your particular circumstances. For more information about the Underlying, see “Information About
the Underlying” in this pricing supplement, and “Index Descriptions— The S&P U.S. Indices” beginning on page S-43
of the accompanying underlying supplement. You should also review carefully the “Key Risks” herein and the more detailed “Risk
Factors” beginning on page S-1 of the underlying supplement and beginning on page S-1 of the accompanying prospectus supplement.
Issuer: |
Canadian Imperial Bank of Commerce |
Principal Amount: |
$10.00 per Note (subject to a minimum investment of $1,000). |
Term: |
Approximately 2 years |
Trade Date1: |
August 27, 2024 |
Settlement Date1: |
August 30, 2024 |
Final Valuation Date1: |
August 26, 2026 |
Maturity
Date1: |
August 31, 2026 |
Reference Asset: |
The S&P 500® Index (Ticker: “SPX”) (the “Underlying”) |
Upside Gearing: |
2.00 |
Maximum Gain: |
21.83% – 22.23%, to be determined on the Trade Date. |
Buffer: |
10% |
Downside Threshold: |
90.00% of the Initial Level |
Payment at Maturity (per $10 Note): |
You will receive a cash payment on the Maturity Date calculated
as follows:
If the Underlying Return is positive, the lesser of:
(A) $10 + ($10 × Underlying Return
× Upside Gearing); and
(B) $10 + ($10 × Maximum Gain).
If the Underlying
Return is zero or negative but the Final Level is greater than or equal to the Downside Threshold:
$10
If the Underlying
Return is negative and the Final Level is less than the Downside Threshold:
$10 + [$10
× (Underlying Return + Buffer)]
In this case,
you will lose 1% of the principal amount for each 1% decrease in the level of the Underlying by more than the Buffer. Accordingly, you
will lose up to 90% of your principal amount. |
Underlying Return: |
Final Level – Initial Level
Initial Level |
Initial Level: |
The Closing Level of the Underlying on the Trade Date. |
Final Level: |
The Closing Level of the Underlying on the Final Valuation Date. |
Calculation Agent: |
Canadian Imperial Bank of Commerce |
CUSIP/ISIN: |
13608Q234 / US13608Q2342 |
INVESTING IN THE NOTES INVOLVES
SIGNIFICANT RISKS. YOU MAY LOSE UP TO 90%OF YOUR PRINCIPAL AMOUNT AT MATURITY. ANY PAYMENT ON THE NOTES, INCLUDING ANY REPAYMENT OF PRINCIPAL,
IS SUBJECT TO THE CREDITWORTHINESS OF CIBC. IF CIBC WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO
YOU UNDER THE NOTES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
1 Expected. In the event CIBC makes any changes to the expected
Trade Date and Settlement Date, the Final Valuation Date and the Maturity Date will be changed so that the stated term of the Notes remains
the same. The Final Valuation Date and the Maturity Date are subject to postponement in the event of a Market Disruption Event or non-trading
day, as described under “Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset Is a Single
Index” and “—Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying
underlying supplement.
![](https://www.sec.gov/Archives/edgar/data/1045520/000110465924092283/tm2420617d49_424b2img003.jpg) |
The Initial Level and the Downside
Threshold are determined and the terms of the Notes are set.
|
The Final Level and the Underlying Return are determined on the Final
Valuation Date.
If the Underlying Return is positive, CIBC will pay you a cash payment
per Note equal to the lesser of:
(A) $10 + ($10 × Underlying Return × Upside
Gearing); and
(B) $10 + ($10 × the Maximum Gain)
If the Underlying Return is zero or negative but the Final Level is greater
than or equal to the Downside Threshold, CIBC will pay you the $10 principal amount per Note.
If the Underlying Return is negative and the Final Level is less than
the Downside Threshold, CIBC will pay you a cash payment at maturity that will be less than the principal amount of $10 per Note, resulting
in a loss of principal that is proportionate to the negative Underlying Return, equal to:
$10 + [$10
× (Underlying Return + Buffer)]
In this case, you will lose
1% of the principal amount for each 1% decrease in the level of the Underlying by more than the Buffer. Accordingly, you will lose up
to 90% of your principal amount.
|
An investment in the Notes involves significant risks. Some of the risks
that apply to the Notes are summarized here. However, CIBC urges you to read the more detailed explanation of risks relating to the Notes
in the “Risk Factors” section of the accompanying underlying supplement and the accompanying prospectus supplement. CIBC also
urges you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.
Structure Risks
¨ | Risk of Loss at Maturity
– The Notes differ from ordinary debt securities in that CIBC will not necessarily pay the full principal amount of the Notes at
maturity. CIBC will repay you the full principal amount of your Notes only if the Final Level is equal to or greater than the Downside
Threshold. If the Final Level is less than the Downside Threshold, you will be exposed on a 1-to-1 basis to any decrease in the level
of the Underlying by more than the Buffer. Accordingly, you could lose up to 90% of the principal amount of the Notes. |
¨ | Limited Return on the Notes
–Your return on the Notes will be limited by the Maximum Gain, regardless of any increase in the level of the Underlying, which
may be significant. Therefore, you will not benefit from any appreciation of the Underlying in excess of an amount that, when multiplied
by the Upside Gearing, exceeds the Maximum Gain and your return on the Notes may be less than your return would be on a hypothetical direct
investment in the Underlying or in the stocks included in the Underlying. |
¨ | The Buffered Downside Market
Exposure Applies Only if You Hold the Notes to Maturity – You should be willing to hold your Notes to maturity. If you are able
to sell your Notes prior to maturity in the secondary market, you may have to sell them at a loss even if the level of the Underlying
is above the Downside Threshold. |
¨ | The Upside Gearing Applies
Only if You Hold the Notes to Maturity – You should be willing to hold your Notes to maturity. If you are able to sell your
Notes prior to maturity in the secondary market, the price you receive will likely not reflect the full economic value of the Upside Gearing
or the Notes themselves, and the return you realize may be less than the Upside Gearing times the Underlying Return, even if that return
is positive and, when multiplied by the Upside Gearing, does not exceed the Maximum Gain. You can receive the full benefit of the Upside
Gearing, subject to the Maximum Gain, only if you hold your Notes to maturity. |
¨ | No Interest Payments –
CIBC will not make any interest payments with respect to the Notes. |
Underlying Risks
¨ | Owning the Notes Is Not the
Same as Owning the Stocks Included in the Underlying — The return on your Notes may not reflect the return you would realize
if you actually owned the stocks included in the Underlying. As a holder of the Notes, you will not have voting rights or rights to receive
dividends or other distributions or other rights that holders of the stocks included in the Underlying would have. Furthermore, the Underlying
and the stocks included in the Underlying may appreciate substantially during the term of your Notes, and you will not participate in
such appreciation. |
¨ | Changes Affecting the Underlying
May Adversely Affect the Level of the Underlying — The policies of the Underlying sponsor concerning additions, deletions and
substitutions of the stocks included in the Underlying and the manner in which the Underlying sponsor takes account of certain changes
affecting those stocks included in the Underlying may adversely affect the level of the Underlying. The policies of the Underlying sponsor
with respect to the calculation of the Underlying could also adversely affect the level of the Underlying. The Underlying sponsor may
discontinue or suspend calculation or dissemination of the Underlying. Any such actions could have an adverse effect on the level of the
Underlying and consequently, the value of the Notes. |
Conflicts of Interest
¨ | Certain Business, Trading
and Hedging Activities of Us, UBS, and Our Respective Affiliates May Create Conflicts With Your Interests and Could Potentially Adversely
Affect the Value of the Notes — We, UBS, and our respective affiliates may engage in trading and other business activities related
to the Underlying or any securities included in the Underlying that are not for your account or on your behalf. We, UBS, and our respective
affiliates also may issue or underwrite other financial instruments with returns based upon the Underlying. These activities may present
a conflict of interest between your interest in the Notes and the interests that we, UBS, and our respective affiliates may have in our
or their proprietary accounts, in facilitating transactions, including block trades, for our or their other customers, and in accounts
under our or their management. In addition, we, UBS, and our respective affiliates may publish research, express opinions or provide recommendations
that are inconsistent with investing in or holding the Notes, and which may be revised at any time. Any such research, opinions or recommendations
could adversely affect the level of the Underlying, and therefore, the market value of the Notes. These trading and other business activities,
if they affect the level of the Underlying or secondary trading in your Notes, could be adverse to your interests as a beneficial owner
of the Notes. |
| |
Moreover, we, UBS, and our respective
affiliates play a variety of roles in connection with the issuance of the Notes, including hedging our obligations under the Notes and
making the assumptions and inputs used to determine the pricing of the Notes and the initial estimated value of the Notes when the terms
of the Notes are set. We expect to hedge our obligations under the Notes through CIBCWM, UBS, one of our or its affiliates, and/or another
unaffiliated counterparty, which may include any dealer from which you purchase the Notes. Any of these hedging activities may adversely
affect the level of the Underlying and therefore the market value of the Notes and the amount you will receive on the Notes. In connection
with such activities, the economic interests of us, UBS, and our respective affiliates may be adverse to your interests as an investor
in the Notes. Any of these activities may adversely affect the value of the Notes. In addition, because hedging our obligations entails
risk and may be influenced by market forces beyond our control, this hedging activity may result in a profit that is more or less than
expected, or it may result in a loss. We, UBS, one or more of our respective affiliates or any unaffiliated counterparty will retain any
profits realized in hedging our obligations under the Notes even if investors do not receive a favorable investment return under the terms
of the Notes or in any secondary market transaction. Any profit
in connection with such hedging activities will be in addition to any
other compensation that we, UBS, our respective affiliates or any unaffiliated counterparty receive for the sale of the Notes, which creates
an additional incentive to sell the Notes to you. We, UBS, our respective affiliates or any unaffiliated counterparty will have no obligation
to take, refrain from taking or cease taking any action with respect to these transactions based on the potential effect on an investor
in the Notes.
¨ | There Are Potential Conflicts
of Interest Between You and the Calculation Agent — The calculation agent will determine, among other things, the amount of
payments on the Notes. The calculation agent will exercise its judgment when performing its functions. For example, the calculation agent
will determine whether a Market Disruption Event affecting the Underlying has occurred, and determine the Closing Level of the Underlying
if the scheduled Final Valuation Date is postponed to the last possible day. See “Certain Terms of the Notes—Valuation Dates—For
Notes Where the Reference Asset Is a Single Index” in the underlying supplement. This determination may, in turn, depend on the
calculation agent’s judgment as to whether the event has materially interfered with our ability or the ability of one of our affiliates
to unwind our hedge positions. The calculation agent will be required to carry out its duties in good faith and use its reasonable judgment.
However, because we will be the calculation agent, potential conflicts of interest could arise. None of us, CIBCWM or any of our other
affiliates will have any obligation to consider your interests as a holder of the Notes in taking any action that might affect the value
of your Notes. |
Tax Risks
¨ | The Tax Treatment of the Notes
Is Uncertain — Significant aspects of the tax treatment of the Notes are uncertain. You should consult your tax advisor about
your own tax situation. See “United States Federal Income Tax Considerations” and “Certain Canadian Federal Income Tax
Considerations” in this pricing supplement, “Material U.S. Federal Income Tax Consequences” in the underlying supplement
and “Material Income Tax Consequences—Canadian Taxation” in the prospectus. |
General Risks
¨ | Payments on the Notes Are
Subject to Our Credit Risk, and Actual or Perceived Changes in Our Creditworthiness Are Expected to Affect the Value of the Notes —
The Notes are our senior unsecured debt obligations and are not, either directly or indirectly, an obligation of any third party. As further
described in the accompanying prospectus and prospectus supplement, the Notes will rank on par with all of our other unsecured and unsubordinated
debt obligations, except such obligations as may be preferred by operation of law. All payments to be made on the Notes depend on our
ability to satisfy our obligations as they come due. As a result, the actual and perceived creditworthiness of us may affect the market
value of the Notes and, in the event we were to default on our obligations, you may not receive the amounts owed to you under the terms
of the Notes. If we default on our obligations under the Notes, your investment would be at risk and you could lose some or all of your
investment. See “Description of Senior Debt Securities—Events of Default” in the accompanying prospectus. |
| |
¨ | The Notes Will Be Subject
to Risks Under Canadian Bank Resolution Powers — Under Canadian bank resolution powers, the CDIC may, in circumstances where
the Bank has ceased, or is about to cease, to be viable, assume temporary control or ownership of the Bank and may be granted broad powers
by one or more orders of the Governor in Council (Canada), each of which we refer to as an “Order,” including the power to
sell or dispose of all or a part of the assets of the Bank, and the power to carry out or cause the Bank to carry out a transaction or
a series of transactions the purpose of which is to restructure the business of the Bank. If the CDIC were to take action under the Canadian
bank resolution powers with respect to the Bank, this could result in holders or beneficial owners of the Notes being exposed to losses. |
| |
¨ | The Bank’s Initial Estimated
Value of the Notes Will Be Lower Than the Initial Issue Price (Price to Public) of the Notes — The initial issue price of the
Notes will exceed the Bank’s initial estimated value because costs associated with selling and structuring the Notes, as well as
hedging the Notes, are included in the initial issue price of the Notes. See “The Bank’s Estimated Value of the Notes”
on the last page of this pricing supplement. |
| |
¨ | The Bank’s Initial Estimated
Value Does Not Represent Future Values of the Notes and May Differ From Others’ Estimates — The Bank’s initial estimated
value of the Notes is only an estimate, which will be determined by reference to the Bank’s internal pricing models when the terms
of the Notes are set. This estimated value will be based on market conditions and other relevant factors existing at that time, the Bank’s
internal funding rate on the Trade Date and the Bank’s assumptions about market parameters, which can include volatility, dividend
rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for the Notes that are greater
or less than the Bank’s initial estimated value. In addition, market conditions and other relevant factors in the future may change,
and any assumptions may prove to be incorrect. On future dates, the market value of the Notes could change significantly based on, among
other things, changes in market conditions, including the level of the Underlying, the Bank’s creditworthiness, interest rate movements
and other relevant factors, which may impact the price at which CIBCWM or any other party would be willing to buy the Notes from you in
any secondary market transactions. The Bank’s initial estimated value does not represent a minimum price at which CIBCWM or any
other party would be willing to buy the Notes in any secondary market (if any exists) at any time. See “The Bank’s Estimated
Value of the Notes” on the last page of this pricing supplement. |
| |
¨ | The Bank’s Initial Estimated
Value of the Notes Will Not Be Determined by Reference to Credit Spreads for Our Conventional Fixed-Rate Debt — The internal
funding rate to be used in the determination of the Bank’s initial estimated value of the Notes generally represents a discount
from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value
of the Notes as well as the higher issuance, operational and ongoing liability management costs of the Notes in comparison to those costs
for our conventional fixed-rate debt. If the Bank were to use the interest rate implied by our conventional fixed-rate debt, we would
expect the economic terms of the Notes to be more favorable to you. Consequently, our use of an internal funding rate for market-linked
Notes would have an adverse effect on the economic terms of the Notes, the initial estimated value of the Notes on the Trade Date, and
any secondary market prices of the Notes. See “The Bank’s Estimated Value of the Notes” on the last page of this pricing
supplement. |
¨ | If CIBCWM Were to Repurchase
Your Notes After the Settlement Date, the Price May Be Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period
— While CIBCWM may make markets in the Notes, it is under no obligation to do so and may discontinue any market-making activities
at any time without notice. The price that it makes available from time to time after the Settlement Date at which it would be willing
to repurchase the Notes will generally reflect its estimate of their value. That estimated value will be based upon a variety of factors,
including then prevailing market conditions, our creditworthiness and transaction costs. However, for a period of approximately 3 months
after the Trade Date, the price at which CIBCWM may repurchase the Notes is expected to be higher than their estimated value at that time.
This is because, at the beginning of this period, that price will not include certain costs that were included in the initial issue price,
particularly our hedging costs and profits. As the period continues, these costs are expected to be gradually included in the price that
CIBCWM would be willing to pay, and the difference between that price and CIBCWM’s estimate of the value of the Notes will decrease
over time until the end of this period. After this period, if CIBCWM continues to make a market in the Notes, the prices that it would
pay for them are expected to reflect its estimated value, as well as customary bid-ask spreads for similar trades. In addition, the value
of the Notes shown on your account statement may not be identical to the price at which CIBCWM would be willing to purchase the Notes
at that time, and could be lower than CIBCWM’s price. |
| |
¨ | Economic and Market Factors
May Adversely Affect the Terms and Market Price of the Notes Prior to Maturity — Because structured notes, including the Notes,
can be thought of as having a debt and derivative component, factors that influence the values of debt instruments and options and other
derivatives will also affect the terms and features of the Notes at issuance and the market price of the Notes prior to maturity. These
factors include the level of the Underlying; the volatility of the Underlying; the dividend rate paid on stocks included in the Underlying;
the time remaining to the maturity of the Notes; interest rates in the markets in general; geopolitical conditions and economic, financial,
political, regulatory, judicial or other events; and the creditworthiness of CIBC. These and other factors are unpredictable and interrelated
and may offset or magnify each other. |
| |
¨ | The Notes Will Not Be Listed
on Any Securities Exchange and We Do Not Expect a Trading Market for the Notes to Develop — The Notes will not be listed on
any securities exchange. Although CIBCWM and/or its affiliates intend to purchase the Notes from holders, they are not obligated to do
so and are not required to make a market for the Notes. There can be no assurance that a secondary market will develop for the Notes.
Because we do not expect that any market makers will participate in a secondary market for the Notes, the price at which you may be able
to sell your Notes is likely to depend on the price, if any, at which CIBCWM and/or its affiliates are willing to buy your Notes. |
| |
| If a secondary market does exist, it may be limited. Accordingly, there
may be a limited number of buyers if you decide to sell your Notes prior to maturity. This may affect the price you receive upon such
sale. Consequently, you should be willing to hold the Notes to maturity. |
Hypothetical Scenario Analysis and Examples |
The scenario analysis
and examples below are hypothetical and provided for illustrative purposes only. They do not purport to be representative of every possible
scenario concerning increases or decreases in the level of the Underlying relative to the Initial Level. The hypothetical terms used
below are not the actual terms. The actual terms will be set on the Trade Date and will be indicated on the cover of the applicable pricing
supplement. We cannot predict the Final Level. You should not take the scenario analysis and these examples as an indication or assurance
of the expected performance of the Underlying. The numbers appearing in the examples below may have been rounded for ease of analysis.
The following scenario analysis and examples illustrate the Payment at Maturity per $10.00 Note on a hypothetical offering of the Notes,
based on the following assumptions:
Investment Term: |
Approximately 2 years |
Upside Gearing: |
2.00 |
Hypothetical Maximum Gain: |
21.83% |
Buffer: |
10% |
Hypothetical Initial Level: |
1,000.00 |
Hypothetical Downside Threshold: |
900.00 (90.00% of the hypothetical Initial Level) |
Example 1— The level of the
Underlying increases from an Initial Level of 1,000.00 to a Final Level of 1,025.00.
Because the Underlying Return of 2.50% is
greater than zero, the Payment at Maturity for each $10 principal amount of Notes is equal to the
lesser of:
(A) $10.00 + ($10.00 × 2.50%
× 2.00), and
(B) $10.00 + ($10.00
× 21.83%)
Payment at Maturity =$10.500
Example 1 shows that the Notes provide a leveraged return
if the positive Underlying Return multiplied by the Upside Gearing does not exceed the Maximum Gain.
Example 2— The level of the Underlying
increases from an Initial Level of 1,000.00 to a Final Level of 1,200.00.
Because the Underlying Return of 20.00%
is greater than zero, the Payment at Maturity for each $10 principal amount of Notes is equal to the
lesser of:
(A)
$10.00 + ($10.00 × 20.00% × 2.00), and
(B)
$10.00 + ($10.00 × 21.83%)
Payment at Maturity =$12.183
Example 2 shows that when the Underlying Return multiplied
by the Upside Gearing exceeds the Maximum Gain, the return on the Notes will be limited to the Maximum Gain.
Example 3— The level of the Underlying
increases from an Initial Level of 1,000.00 to a Final Level of 1,500.00.
Because the Underlying Return of 50.00%
is greater than zero, the Payment at Maturity for each $10 principal amount of Notes is equal to the
lesser of:
(A)
$10.00 + ($10.00 × 50.00% × 2.00), and
(B)
$10.00 + ($10.00 × 21.83%)
Payment at Maturity =$12.183
Example 3 shows that the return on the Notes will not
exceed the Maximum Gain, regardless of the extent to which the level of the Underlying increases.
Example 4—
The level of the Underlying decreases from an Initial Level of 1,000.00 to a Final Level of 950.00.
Payment
at Maturity = $10.000
Because the Underlying
Return is negative but the Final Level is greater than the Downside Threshold, the Payment at Maturity is equal to the $10.000 principal
amount per Note (a return of 0%).
Example 5— The level of the Underlying
decreases from an Initial Level of 1,000.00 to a Final Level of 500.00.
Payment at Maturity
= $10 + [$10 × (-50.00% + 10%)] = $6.000
Because the Underlying
Return is negative and the Final Level is less than the Downside Threshold, the Notes will be fully exposed to any decline in the
level of the Underlying on the Final Valuation Date by more than the Buffer. In this case, you would incur a loss of 40.00% of the principal
amount.
Example 5 shows that you are exposed on a 1-to-1 basis
to any decrease in the level of the Underlying by more than the Buffer. In this case, you will lose up to 90% of your principal
amount at maturity.
Scenario Analysis – Hypothetical Payment at Maturity for
each $10.00 principal amount of the Notes.
Hypothetical Final
Level
|
Hypothetical
Underlying
Return*
|
Payment at
Maturity
|
Return on Notes
at Maturity**
|
2,000.00 |
100.000% |
$12.183 |
21.83% |
1,500.00 |
50.000% |
$12.183 |
21.83% |
1,200.00 |
20.000% |
$12.183 |
21.83% |
1,109.15 |
10.915% |
$12.183 |
21.83% |
1,100.00 |
10.000% |
$12.000 |
20.00% |
1,050.00 |
5.000% |
$11.000 |
10.00% |
1,025.00 |
2.500% |
$10.500 |
5.00% |
1,000.00 |
0.000% |
$10.000 |
0.00% |
950.00 |
-5.000% |
$10.000 |
0.00% |
900.00 |
-10.000% |
$10.000 |
0.00% |
890.00 |
-11.000% |
$9.900 |
-1.00% |
800.00 |
-20.000% |
$9.000 |
-10.00% |
500.00 |
-50.000% |
$6.000 |
-40.00% |
250.00 |
-75.000% |
$3.500 |
-65.00% |
0.00 |
-100.000% |
$1.000 |
-90.00% |
* The Underlying Return excludes cash dividend payments on the stocks
included in the Underlying.
** This “Return on Notes” is the number, expressed as a
percentage, that results from comparing the Payment at Maturity per $10 principal amount of the Notes to the purchase price of $10 per
Note.
Information About the Underlying |
The S&P 500® Index
The S&P 500® Index (Bloomberg
ticker: “SPX <Index>”) is calculated, maintained and published by S&P Dow Jones Indices LLC. The Underlying includes
500 leading companies and covers approximately 80% of market capitalization of the U.S. equity markets. See “Index Descriptions—The
S&P U.S. Indices” beginning on page S-43 of the accompanying underlying supplement for additional information about the Underlying.
In addition, information about the Underlying may
be obtained from other sources, including, but not limited to, the index sponsor’s website (including information regarding the
Underlying’s sector weightings). We are not incorporating by reference into this pricing supplement the website or any material
it includes. None of us, UBS or any of our respective affiliates makes any representation that such publicly available information regarding
the Underlying is accurate or complete.
Historical Performance of the Underlying
The graph below illustrates the performance of the Underlying from January
1, 2019 to August 21, 2024, based on the daily Closing Levels as reported by Bloomberg L.P. (“Bloomberg”), without independent
verification. We have not conducted any independent review or due diligence of the publicly available information from Bloomberg. On August
21, 2024, the Closing Level of the Underlying was 5,620.85 (the “Hypothetical Initial Level”). The blue line indicates a hypothetical
Downside Threshold of 5,058.77, which is equal to 90.00% of the Hypothetical Initial Level. The historical performance of the Underlying
should not be taken as an indication of its future performance, and no assurances can be given as to the level of the Underlying at any
time during the term of the Notes, including the Final Valuation Date. We cannot give you assurance that the performance of the Underlying
will result in the return of any of your investment.
Historical Performance of the S&P 500® Index
![](https://www.sec.gov/Archives/edgar/data/1045520/000110465924092283/tm2420617d49_424b2img002.jpg)
Source: Bloomberg
United
States Federal Income Tax Considerations |
The following discussion is a brief summary of the material U.S. federal
income tax considerations relating to an investment in the Notes. The following summary is not complete and is both qualified and supplemented
by (although to the extent inconsistent supersedes) the discussion entitled “Material U.S. Federal Income Tax Consequences”
in the underlying supplement, which you should carefully review prior to investing in the Notes. Except with respect to the section below
under “Non-U.S. Holders,” it applies only to those U.S. Holders who are not excluded from the discussion of United States
Taxation in the accompanying prospectus.
The U.S. federal income tax considerations of your investment in the
Notes are uncertain. No statutory, judicial or administrative authority directly discusses how the Notes should be treated for U.S. federal
income tax purposes. In the opinion of our tax counsel, Mayer Brown LLP, it would generally be reasonable to treat the Notes as prepaid
derivative contracts. Pursuant to the terms of the Notes, you agree to treat the Notes in this manner for all U.S. federal income tax
purposes. If this treatment is respected, you should generally recognize capital gain or loss upon the sale, exchange, redemption or payment
upon maturity in an amount equal to the difference between the amount you receive in such transaction and the amount that you paid for
your Notes. Such gain or loss should generally be treated as long-term capital gain or loss if you have held your Notes for more than
one year.
The expected characterization of the Notes is not binding on the U.S.
Internal Revenue Service (the “IRS”) or the courts. It is possible that the IRS would seek to characterize the Notes in a
manner that results in tax consequences to you that are different from those described above or in the accompanying underlying supplement.
Such alternate treatment could include a requirement that a holder accrue ordinary income over the life of the Notes or treat all gain
or loss at maturity as ordinary gain or loss. For a more detailed discussion of certain alternative characterizations with respect to
the Notes and certain other considerations with respect to an investment in the Notes, you should consider the discussion set forth in
“Material U.S. Federal Income Tax Consequences” of the underlying supplement. We are not responsible for any adverse consequences
that you may experience as a result of any alternative characterization of the Notes for U.S. federal income tax or other tax purposes.
Non U.S.-Holders. A “dividend equivalent” payment
is treated as a dividend from sources within the United States and such payments generally would be subject to a 30% U.S. withholding
tax if paid to a Non-U.S. Holder. Under Treasury regulations, payments (including deemed payments) with respect to equity-linked instruments
(“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an
interest in an “underlying security,” which is generally any interest in an entity taxable as a corporation for U.S. federal
income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend. However, Internal Revenue Service
guidance provides that withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments
and that are issued before January 1, 2027. We expect that the delta of the Notes will not be one, and therefore, we expect that Non-U.S.
Holder should not be subject to withholding on dividend equivalent payments, if any, under the Notes. However, it is possible that the
Notes could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain events affecting the Underlying
or the Notes, and following such occurrence the Notes could be treated as subject to withholding on dividend equivalent payments. Non-U.S.
Holders that enter, or have entered, into other transactions in respect of the Underlying or the Notes should consult their tax advisors
as to the application of the dividend equivalent withholding tax in the context of the Notes and their other transactions. If any payments
are treated as dividend equivalents subject to withholding, we (or the applicable paying agent) would be entitled to withhold taxes without
being required to pay any additional amounts with respect to amounts so withheld.
Please see the discussion under the section entitled “Material
U.S. Federal Income Tax Consequences” in the underlying supplement for a further discussion of the U.S. federal income tax consequences
of an investment in the Notes. You should consult your tax advisor as to the tax consequences of such characterization and any possible
alternative characterizations of the Notes for U.S. federal income tax purposes. You should also consult your tax advisor concerning the
U.S. federal income tax and other tax consequences of your investment in the Notes in your particular circumstances, including the application
of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
Certain
Canadian Federal Income Tax Considerations |
In the opinion of Blake, Cassels & Graydon
LLP, our Canadian tax counsel, the following summary describes the principal Canadian federal income tax considerations under the Income
Tax Act (Canada) and the regulations thereto (the “Canadian Tax Act”) generally applicable at the date hereof to a purchaser
who acquires beneficial ownership of a Note pursuant to this pricing supplement and who for the purposes of the Canadian Tax Act and at
all relevant times: (a) is neither resident nor deemed to be resident in Canada; (b) deals at arm’s length with CIBC and any transferee
resident (or deemed to be resident) in Canada to whom the purchaser disposes of the Note; (c) does not use or hold and is not deemed to
use or hold the Note in, or in the course of, carrying on a business in Canada; (d) is entitled to receive all payments (including any
interest and principal) made on the Note; (e) is not a, and deals at arm’s length with any, “specified shareholder”
of CIBC for purposes of the thin capitalization rules in the Canadian Tax Act; and (f) is not an entity in respect of which CIBC or any
transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of, loans or otherwise transfers the Note is a
“specified entity”, and is not a “specified entity” in respect of such a transferee, in each case, for purposes
of the Hybrid Mismatch Rules, as defined below (a “Non-Resident Holder”). Special rules which apply to non-resident insurers
carrying on business in Canada and elsewhere are not discussed in this summary.
This summary assumes that no amount paid
or payable to a holder described herein will be the deduction component of a “hybrid mismatch arrangement” under which the
payment arises within the meaning of the rules in the Canadian Tax Act with respect to “hybrid mismatch arrangements” (the
“Hybrid Mismatch Rules”). Investors should note that the Hybrid Mismatch Rules are highly complex and there remains significant
uncertainty as to their interpretation and application.
This summary is supplemental to and should be read together with
the description of material Canadian federal income tax considerations relevant to a Non-Resident Holder owning Notes under “Material
Income Tax Consequences — Canadian Taxation” in the accompanying prospectus and a Non-Resident Holder should carefully read
that description as well.
This summary is of a general nature only and is not intended
to be, nor should it be construed to be, legal or tax advice to any particular Non-Resident Holder. Non-Resident Holders are advised to
consult with their own tax advisors with respect to their particular circumstances.
Based on Canadian tax counsel’s understanding of the Canada
Revenue Agency’s administrative policies, and having regard to the terms of the Notes, interest payable on the Notes should not
be considered to be “participating debt interest” as defined in the Canadian Tax Act and accordingly, a Non-Resident Holder
should not be subject to Canadian non-resident withholding tax in respect of amounts paid or credited or deemed to have been paid or credited
by CIBC on a Note as, on account of or in lieu of payment of, or in satisfaction of, interest.
Non-Resident Holders should consult their own advisors regarding the
consequences to them of a disposition of the Notes to a person with whom they are not dealing at arm’s length for purposes of the
Canadian Tax Act.
Supplemental
Plan of Distribution (Conflicts of Interest) |
Pursuant to the terms of a distribution
agreement, CIBCWM will purchase the Notes from CIBC for distribution to UBS (the “Agent”). CIBCWM will agree to sell to the
Agent, and the Agent will agree to purchase, all of the Notes at the price to public set forth on the cover hereof.
CIBCWM is our affiliate, and is deemed
to have a conflict of interest under FINRA Rule 5121. In accordance with FINRA Rule 5121, CIBCWM may not make sales in this offering to
any of its discretionary accounts without the prior written approval of the customer.
We expect to deliver the Notes against
payment therefor in New York, New York on a date that is more than one business day following the Trade Date. Under Rule 15c6-1 of the
Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties
to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to one business day
before delivery will be required to specify alternative settlement arrangements to prevent a failed settlement.
The Bank may use this pricing supplement
in the initial sale of the Notes. In addition, CIBCWM or another of the Bank’s affiliates may use this pricing supplement in market-making
transactions in any Notes after their initial sale. Unless CIBCWM or we inform you otherwise in the confirmation of sale, this pricing
supplement is being used by CIBCWM in a market-making transaction.
While CIBCWM may make markets in
the Notes, it is under no obligation to do so and may discontinue any market-making activities at any time without notice. See the section
titled “Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement.
The price at which you purchase the
Notes includes costs that the Bank or its affiliates expect to incur and profits that the Bank or its affiliates expect to realize in
connection with hedging activities related to the Notes. These costs and profits will likely reduce the secondary market price, if any
secondary market develops, for the Notes. As a result, you may experience an immediate and substantial decline in the market value of
your Notes on the Settlement Date.
The
Bank’s Estimated Value of the Notes |
The Bank’s initial estimated
value of the Notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following hypothetical components:
(1) a fixed-income debt component with the same maturity as the Notes, valued using our internal funding rate for structured debt described
below, and (2) the derivative or derivatives underlying the economic terms of the Notes. The Bank’s initial estimated value does
not represent a minimum price at which CIBCWM or any other person would be willing to buy your Notes in any secondary market (if any exists)
at any time. The internal funding rate used in the determination of the Bank’s initial estimated value generally represents a discount
from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value
of the Notes as well as the higher issuance, operational and ongoing liability management costs of the Notes in comparison to those costs
for our conventional fixed-rate debt. For additional information, see “Key Risks—The Bank’s Initial Estimated Value
of the Notes Will Not Be Determined by Reference to Credit Spreads for Our Conventional Fixed-Rate Debt” in this pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the Notes is derived from the Bank’s or a third party
hedge provider’s internal pricing models. These models are dependent on inputs such as the traded market prices of comparable derivative
instruments and on various other inputs, some of which are market-observable, and which can include volatility, dividend rates, interest
rates and other factors, as well as assumptions about future market events and/or environments. Accordingly, the Bank’s initial
estimated value of the Notes will be determined when the terms of the Notes are set based on market conditions and other relevant factors
and assumptions existing at that time. See “Key Risks—The Bank’s Initial Estimated Value Does Not Represent Future Values
of the Notes and May Differ From Others’ Estimates” in this pricing supplement.
The Bank’s initial estimated
value of the Notes will be lower than the initial issue price of the Notes because costs associated with selling, structuring and hedging
the Notes are included in the initial issue price of the Notes. These costs include the projected profits that our hedge counterparties,
which may include our affiliates, expect to realize for assuming risks inherent in hedging our obligations under the Notes and the estimated
cost of hedging our obligations under the Notes. Because hedging our obligations entails risk and may be influenced by market forces beyond
our control, this hedging may result in a profit that is more or less than expected, or it may result in a loss. We or one or more of
our affiliates will retain any profits realized in hedging our obligations under the Notes. See “Key Risks—The Bank’s
Initial Estimated Value of the Notes Will Be Lower Than the Initial Issue Price (Price to Public) of the Notes” in this pricing
supplement.
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