Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
29 November 2024 - 10:02PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-272447
|
Canadian Imperial Bank of Commerce
Market Linked Securities |
 |
|
Market Linked Securities—Auto-Callable with
Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing
of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., and the Class A Common Stock of Meta Platforms, Inc.
due December 23, 2027
Term Sheet to Preliminary Pricing Supplement dated
November 27, 2024 |
| Summary of Terms |
| Issuer |
Canadian Imperial Bank of Commerce (“CIBC”) |
| Market Measure |
The lowest performing of the common stock of Amazon.com, Inc. (Bloomberg ticker symbol “AMZN”) (the “AMZN”), the Class A common stock of Alphabet Inc. (Bloomberg ticker symbol “GOOGL”) (the “GOOGL”), and the Class A common stock of Meta Platforms, Inc. (Bloomberg ticker symbol “META”) (the “META”) (each, an “Underlying Stock” and together, the “Underlying Stocks”) |
|
Face Amount (Original Offering
Price) |
The principal amount of $1,000 per security |
| Pricing Date* |
December 18, 2024 |
| Issue Date* |
December 23, 2024 |
| Final Calculation Day* |
December 20, 2027 |
| Stated Maturity Date* |
December 23, 2027 |
| Contingent Coupon Payments |
On each Coupon Payment Date, you will receive a Contingent Coupon Payment at a per annum rate equal to the Contingent Coupon Rate if, and only if, the Stock Closing Price of the Lowest Performing Stock on the related Coupon Determination Date is greater than or equal to its Coupon Threshold Price. Each quarterly Contingent Coupon Payment, if any, will be calculated per security as follows: ($1,000 × Contingent Coupon Rate) / 4 |
| Contingent Coupon Rate |
At least 16.50% per annum, to be determined on the Pricing Date |
| Coupon Determination Dates* |
Quarterly, on the 18th of each March, June, September and December, commencing March 2025 and ending on the Final Calculation Day, each subject to postponement |
| Coupon Payment Dates |
Quarterly, on the third Business Day following each Coupon Determination Date, provided that the Coupon Payment Date with respect to the Final Calculation Day will be the Stated Maturity Date |
| Automatic Call |
If the Stock Closing Price of the Lowest Performing Stock on any Call Observation Date is greater than or equal to its Starting Price, the securities will be automatically called, and you will receive a cash payment per security equal to the face amount plus a final Contingent Coupon Payment on the related Call Payment Date. |
| Call Observation Dates* |
Quarterly, the Coupon Determination Dates beginning June 2025 and ending September 2027 (together with the Coupon Determination Dates, the “Calculation Days”) |
| Call Payment Dates |
The third Business Day following the applicable Call Observation Date |
| Maturity Payment Amount (per security) |
·
if the Ending Price of the Lowest Performing Stock on the Final Calculation
Day is greater than or equal to its Downside Threshold Price: $1,000; or
·
if the Ending Price of the Lowest Performing Stock on the Final Calculation
Day is less than its Downside Threshold Price:
$1,000 × Performance
Factor of the Lowest Performing Stock on the Final Calculation Day |
| Lowest Performing Stock |
For any Calculation Day, the Underlying Stock with the lowest Performance Factor on such Calculation Day. |
| Performance Factor: |
For an Underlying Stock on any Calculation Day, its Stock Closing Price on such Calculation Day divided by its Starting Price (expressed as a percentage). |
| Starting Price |
For each Underlying Stock, its Stock Closing Price on the Pricing Date |
| Ending Price |
For each Underlying Stock, its Stock Closing Price on the Final Calculation Day |
| |
| *Subject to change |
Summary
of Terms (Continued)
| Coupon Threshold Price |
For each Underlying Stock, 70% of its Starting Price |
| Downside Threshold Price |
For each Underlying Stock, 70% of its Starting Price |
| Calculation Agent |
CIBC |
| Denominations |
$1,000 and integral multiples of $1,000 in excess thereof |
| Agent’s Underwriting Discount and Other Fees |
Up to 2.575%; dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may receive a selling concession of up to 1.75% and WFA will receive a distribution expense fee of 0.075%. In addition, in respect of certain securities sold in this offering, the Issuer may pay a fee of up to 0.30% per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers. |
| CUSIP / ISIN |
13607XUP0 / US13607XUP04 |
| Material Tax Consequences: |
See the preliminary pricing supplement. |
Hypothetical Payout Profile (Maturity
Payment Amount)
If the securities are not
automatically called prior to maturity and the Ending Price of the Lowest Performing Stock on the Final Calculation Day is less than its
Downside Threshold Price, you will have full downside exposure to the decrease in the price of the Lowest Performing Stock from its Starting
Price and will lose more than 30%, and possibly all, of the face amount of your securities at maturity.
Any positive return on the securities
will be limited to the sum of your Contingent Coupon Payments, if any. You will not participate in any appreciation of any Underlying
Stock, but you will have full downside exposure to the Lowest Performing Stock on the Final Calculation Day if the securities are not
automatically called and the Ending Price of that Underlying Stock is less than its Downside Threshold Price.
The Issuer’s estimated
value of the securities on the Pricing Date, based on the Issuer’s internal pricing models,
is expected to be at least $908.70 per security but less than the original offering price. The estimated value of the securities
is not an indication of actual profit to the Issuer or to any of the Issuer’s affiliates, nor is it an indication of the price,
if any, at which Wells Fargo Securities, LLC (“Wells Fargo Securities”) or any other person may be willing to buy the securities
from you at any time after issuance. See “The Estimated Value of the Securities” in the accompanying preliminary pricing supplement.
Preliminary Pricing
Supplement:
https://www.sec.gov/Archives/edgar/data/1045520/000110465924123751/tm2427280d72_424b2.htm
The securities have complex features and investing
in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations”
in this term sheet and beginning on page PRS-9 of the accompanying preliminary pricing supplement, and “Risk Factors” beginning
on page S-1 of the underlying supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.
This introductory term sheet
does not provide all of the information that an investor should consider prior to making an investment decision.
Investors
should carefully review the accompanying preliminary pricing supplement, product supplement, underlying supplement, prospectus supplement
and prospectus before making a decision to invest in the securities. If the terms described in the preliminary pricing supplement are
inconsistent with those described herein, the terms described in the preliminary pricing supplement will control.
NOT A BANK DEPOSIT AND NOT INSURED BY THE CANADA
DEPOSIT INSURANCE CORPORATION, THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY
Selected Risk Considerations
The risks set forth below are discussed in detail
in the “Selected Risk Considerations” in the accompanying preliminary pricing supplement, and the “Risk Factors”
in the accompanying underlying supplement, prospectus supplement and prospectus. Please review those risk disclosures carefully.
|
Risks Relating To The Structure Of The Securities
·
If The Securities Are Not Automatically Called Prior To Maturity, You May Lose A Significant Portion
Or All Of The Face Amount Of Your Securities At Maturity.
·
The Securities Do Not Provide For Fixed Payments Of Interest And You May Receive No Coupon Payments
On One Or More Coupon Payment Dates, Or Even Throughout The Entire Term Of The Securities.
·
The Securities Are Subject To The Full Risks Of Each Underlying Stock And Will Be Negatively Affected
If Any Underlying Stock Performs Poorly, Even If The Other Underlying Stocks Perform Favorably.
·
Your Return On The Securities Will Depend Solely On The Performance Of The Lowest Performing Stock
On Each Calculation Day, And You Will Not Benefit In Any Way From The Performance Of The Better Performing Underlying Stocks.
·
You Will Be Subject To Risks Resulting From The Relationship Among The Underlying Stocks.
·
You May Be Fully Exposed To The Decline In The Lowest Performing Stock On The Final Calculation Day
From Its Starting Price, But Will Not Participate In Any Positive Performance Of Any Underlying Stock, And Your Maximum Possible Return
On The Securities Will Be Limited To The Sum Of Any Contingent Coupon Payments.
·
Higher Contingent Coupon Rates Are Associated With Greater Risk.
·
You Will Be Subject To Reinvestment Risk.
·
A Coupon Payment Date, A Call Payment Date And The Stated Maturity Date May Be Postponed If A Calculation
Day Is Postponed.
Risk Relating To The Credit Risk Of CIBC
·
The Securities Are Subject To The Credit Risk Of Canadian
Imperial Bank of Commerce.
Risks Relating To The Estimated Value Of The
Securities And Any Secondary Market
·
Our Estimated Value Of The Securities Will Be Lower Than
The Original Offering Price Of The Securities.
·
Our Estimated Value Does Not Represent Future Values Of
The Securities And May Differ From Others’ Estimates.
·
Our Estimated Value Is Not Determined By Reference To
Credit Spreads For Our Conventional Fixed-Rate Debt.
·
The Estimated Value Of The Securities Will Not Be An Indication
Of The Price, If Any, At Which Wells Fargo Securities Or Any Other Person May Be Willing To Buy The Securities From You In The Secondary
Market.
·
The Value Of The Securities Prior To Maturity Or Automatic Call Will Be Affected By Numerous Factors,
Some Of Which Are Related In Complex Ways.
·
The Securities Will Not Be Listed On Any Securities Exchange
And We Do Not Expect A Trading Market For The Securities To Develop. |
Risks Relating To The Underlying Stocks
·
The Securities Will Be Subject To Single Stock Risk.
·
You Have Limited Anti-dilution Protection.
·
The Securities May Become Linked To The Common Stock Of
A Company Other Than An Original Underlying Stock Issuer.
Risks Relating To Conflicts Of Interest
·
We Or One Of Our Affiliates Will Be The Calculation Agent
And, As A Result, Potential Conflicts Of Interest Could Arise.
·
Our Economic Interests And Those Of Any Dealer Participating
In The Offering Of Securities Will Potentially Be Adverse To Your Interests.
Risks Relating To Tax
·
The U.S. Federal Tax Consequences Of An Investment In
The Securities Are Unclear.
·
There Can Be No Assurance That The Canadian Federal Income
Tax Consequences Of An Investment In The Securities Will Not Change In The Future. |
The Issuer has filed a registration
statement (including a prospectus, a prospectus supplement, an underlying supplement and a product supplement) with the Securities and
Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the
prospectus, the prospectus supplement, the underlying supplement and the product supplement in that registration statement and other documents
the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free
by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, any agent or any dealer participating in the offering will arrange
to send you the prospectus, the prospectus supplement, the underlying supplement and the product supplement if you request them by calling
your financial advisor or by calling Wells Fargo Securities at 866-346-7732.
Wells Fargo Advisors is a trade name
used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers
and non-bank affiliates of Wells Fargo & Company.
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