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.
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-257113
| Subject to Completion,
Dated June 7, 2023 |
|
| Pricing Supplement dated , 2023 |
| (To Equity Index Underlying Supplement dated September 2,
2021, |
| Prospectus Supplement dated September 2,
2021, and Prospectus dated September 2, 2021) |
Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
$
Contingent Coupon Autocallable Buffered Notes
Linked to the S&P 500® Index due July 6, 2027
| · | The
Contingent Coupon Autocallable Buffered Notes (the “notes”) will provide semi-annual
Contingent Coupon Payments of at least $43.75 per $1,000 principal amount (or at least 4.375%
of the principal amount, equivalent to at least 8.75% per annum, to be determined on the
Trade Date) until the earlier of maturity or automatic call if, and only if, the Closing
Level of the S&P 500® Index (the “Index”) on the applicable
semi-annual Coupon Determination Date is greater than or equal to the Coupon Barrier Level
(80% of the Initial Level). |
| · | If
the Closing Level of the Index on any semi-annual Call Observation Date beginning on July 1,
2024 is greater than or equal to the Initial Level, we will automatically call the notes
and pay you on the applicable Call Payment Date the principal amount plus the applicable
Contingent Coupon Payment. No further amounts will be owed to you. |
| · | If
the notes have not been previously called, the Payment at Maturity will depend on the Closing
Level of the Index on the Final Valuation Date (the “Final Level”). For each
$1,000 in principal amount of the notes, the Payment at Maturity will be a cash amount equal
to: |
| a. | If
the Final Level is greater than or equal to the Buffer Level (80% of the Initial Level): |
$1,000 + final Contingent Coupon Payment
| b. | If the Final Level is less than the Buffer Level: |
$1,000 + [$1,000 × (Percentage Change + 20%) ×
125%]
In this case, you will lose 1.25% of the principal amount
for each 1.00% decrease in the level of the Index by more than 20%. Even with any Contingent Coupon Payments, the return on the notes
could be negative.
| · | The
notes will not be listed on any securities exchange. |
| · | The
notes will be issued in minimum denomination of $1,000 and integral multiples of $1,000. |
The notes are unsecured obligations of the Bank and any payments
on the notes are subject to the credit risk of the Bank. The notes will not constitute deposits insured by the Canada Deposit Insurance
Corporation, the U.S. Federal Deposit Insurance Corporation, or any other government agency or instrumentality of Canada, the United
States or any other jurisdiction. The notes are not bail-inable debt securities (as defined on page 6 of the prospectus).
Neither the Securities and Exchange Commission (the “SEC”)
nor any state or provincial securities commission has approved or disapproved of these 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.
Investing
in the notes involves risks not associated with an investment in ordinary debt securities. See “Additional Risk Factors”
beginning on page PS-8 of this pricing supplement, and “Risk Factors” beginning on page S-1 of the accompanying
underlying supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.
| |
Price
to Public (Initial Issue Price) |
Underwriting
Discount (1) |
Proceeds
to Issuer |
| Per
Note |
$1,000.00 |
$0.00 |
$1,000.00 |
| Total |
$ |
$ |
$ |
| (1) | CIBC World Markets Corp. (“CIBCWM”), acting as agent for
the Bank, will not receive any underwriting discount in connection with the distribution
of the notes. See “Supplemental Plan of Distribution (Conflicts of Interest)”
on page PS-15 of this pricing supplement. |
The initial estimated value of the notes on the Trade Date as determined
by the Bank is expected to be at least $962.00 per $1,000 principal amount of the notes, which is expected to be less than the price
to public. See “The Bank’s Estimated Value of the Notes” in this pricing supplement.
We will deliver the notes in book-entry form through the facilities
of The Depository Trust Company (“DTC”) on or about July 6, 2023 against payment in immediately available funds.
CIBC Capital Markets
ADDITIONAL
TERMS OF THE NOTES
You
should read this pricing supplement together with the prospectus dated September 2, 2021 (the “prospectus”), the prospectus
supplement dated September 2, 2021 (the “prospectus supplement”) and the Equity Index Underlying Supplement dated
September 2, 2021 (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, CIBCWM and our other 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 and CIBCWM 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 or CIBCWM, 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.
You may access the underlying supplement, the prospectus supplement
and the prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant
date on the SEC website):
| · | Underlying
supplement dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112442/tm2123981d23_424b5.htm
| · | Prospectus
supplement dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112440/tm2123981d29_424b5.htm
| · | Prospectus
dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112558/tm2123981d24_424b3.htm
SUMMARY
The
information in this “Summary” section is qualified by the more detailed information set forth in the underlying supplement,
the prospectus supplement and the prospectus. See “Additional Terms of the Notes” in this pricing supplement.
| Issuer: |
Canadian
Imperial Bank of Commerce |
| Reference
Asset: |
The S&P
500® Index (Bloomberg ticker: SPX) |
| Principal
Amount: |
$1,000
per note |
| Aggregate
Principal Amount: |
$ |
| Term: |
Four
years, unless previously called |
| Trade
Date: |
Expected
to be June 30, 2023 |
| Original
Issue Date: |
Expected
to be July 6, 2023 (to be determined on the Trade Date and expected to be the third scheduled Business Day after the Trade Date) |
| Final
Valuation Date: |
Expected
to be June 30, 2027, subject to postponement as described under “Certain Terms of the Notes—Valuation Dates—
For Notes Where the Reference Asset Is a Single Index” in the underlying supplement. |
| Maturity
Date: |
Expected
to be July 6, 2027. The Maturity Date is subject to the Call Feature and may be postponed as described under “Certain
Terms of the Notes—Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the underlying
supplement. |
Contingent
Coupon Payment: |
On
each Coupon Payment Date, you will receive a Contingent Coupon Payment of at least $43.75 per $1,000 principal amount (or at least
4.375% of the principal amount, equivalent to at least 8.75% per annum, to be determined on the Trade Date) if, and only
if, the Closing Level of the Index on the related Coupon Determination Date is greater than or equal to the Coupon Barrier Level.
If
the Closing Level of the Index on any Coupon Determination Date is less than the Coupon Barrier Level, you will not receive
any Contingent Coupon Payment on the related Coupon Payment Date. If the Closing Level of the Index is less than the Coupon Barrier
Level on all semi-annual Coupon Determination Dates, you will not receive any Contingent Coupon Payments over the term of the notes. |
| Coupon
Barrier Level: |
80%
of the Initial Level (rounded to two decimal places). |
Coupon
Determination Dates and Coupon Payment Dates: |
Semi-annual.
Each expected Coupon Determination Date and the corresponding Coupon Payment Date are as set forth below: |
| |
Coupon Determination Dates* |
Coupon Payment Dates** |
| |
January 2, 2024 |
January 5, 2024 |
| |
July 1, 2024 |
July 5, 2024 |
| |
December 30, 2024 |
January 3, 2025 |
| |
June 30, 2025 |
July 3, 2025 |
| |
December 30, 2025 |
January 5, 2026 |
| |
June 30, 2026 |
July 3, 2026 |
| |
December 30, 2026 |
January 5, 2027 |
| |
June 30, 2027
(the Final Valuation Date) |
July 6, 2027
(the Maturity Date) |
| |
* Each Coupon Determination Date is subject to postponement as described under “Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset Is a Single Index” in the underlying supplement.
** Each Coupon Payment Date is subject to postponement as described under “Certain Terms of the Notes—Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the underlying supplement. |
| Call
Feature: |
If
the Closing Level of the Index on any semi-annual Call Observation Date is greater than or equal to the Initial Level, we
will automatically call all the notes, and pay you on the applicable Call Payment Date your principal amount plus the applicable
Contingent Coupon Payment otherwise due for that Call Observation Date.
If
the notes are automatically called, they will cease to be outstanding on the related Call Payment Date, and no further payments will
be made on the notes. You will not receive any notice from us if the notes are automatically called. |
| Call
Observation Dates: |
Semi-annual.
Expected to be the Coupon Determination Dates beginning on July 1, 2024 and ending on December 30, 2026. |
| Call
Payment Dates: |
Each
Coupon Payment Date corresponding to a Call Observation Date. |
| Buffer
Amount: |
20% |
| Downside
Leverage Factor: |
125.00% |
| Buffer
Level: |
80% of the Initial Level (rounded to
two decimal places). |
| Payment
at Maturity: |
If
the notes have not been previously called, the Payment at Maturity will be based on the Final Level of the Index. For each
$1,000 in principal amount of the notes, the Payment at Maturity will be a cash amount equal to:
· If
the Final Level is greater than or equal to the Buffer Level:
$1,000
+ Final Contingent Coupon Payment
· If
the Final Level is less than the Buffer Level:
$1,000 + [$1,000 × (Percentage Change + Buffer
Amount) × Downside Leverage Factor]
In
this case, you will lose 1.25% of the principal amount for each 1.00% decrease in the level of the Index by more than the Buffer
Amount. Even with any Contingent Coupon Payments, the return on the notes could be negative. |
| Percentage
Change: |
The “Percentage Change”, expressed as a percentage,
is calculated as follows:
Final Level – Initial Level
Initial Level |
| Initial
Level: |
The
Closing Level of the Index on the Trade Date. |
| Final
Level: |
The Closing
Level of the Index on the Final Valuation Date. |
| Calculation
Agent: |
Canadian
Imperial Bank of Commerce. |
| CUSIP/ISIN: |
13607XJP3
/ US13607XJP33 |
| Fees
and Expenses: |
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. |
| The
Trade Date and the other dates set forth above are subject to change, and will be set forth in the final pricing supplement
relating to the notes. |
HYPOTHETICAL
PAYMENT AT MATURITY
The
following table and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative
of every possible scenario concerning increases or decreases in the Final Level relative to the Initial Level. We cannot predict the
Closing Level of the Index on any Coupon Determination Date, including the Final Valuation Date. The assumptions we have made
in connection with the illustrations set forth below may not reflect actual events. You should not take this illustration or these examples
as an indication or assurance of the expected performance of the Index or return on the notes. The numbers appearing in the table below
and following examples have been rounded for ease of analysis.
The table below illustrates the Payment at Maturity on a $1,000 investment
in the notes for a hypothetical range of Percentage Changes of the Index from -100% to +100%. The following results are based solely
on the assumptions outlined below. The “Hypothetical Return on the Notes” as used below is the number, expressed as a percentage,
that results from comparing the Payment at Maturity per $1,000 principal amount to $1,000. The potential returns described below assume
that the notes have not been automatically called prior to maturity and are held to maturity, and are calculated excluding any Contingent
Coupon Payments paid prior to maturity. The following table and examples assume the following:
| Principal
Amount: |
$1,000 |
| |
|
| Hypothetical
Contingent Coupon Payment: |
$43.75
(or 4.375% of the principal amount, equivalent to 8.75% per annum) |
| |
|
| Downside
Leverage Factor: |
125.00% |
| |
|
| Buffer
Amount: |
20.00% |
| |
|
| Hypothetical
Initial Level: |
1,000 |
| |
|
| Hypothetical
Buffer Level: |
800
(80% of the Initial Level) |
Hypothetical
Final
Level |
Hypothetical
Percentage Change |
Hypothetical
Payment at
Maturity |
Hypothetical
Return on
the Notes (Excluding Any
Contingent Coupon
Payments Paid Prior to
Maturity) |
| 2,000.00
|
100.00% |
$1,043.75(1) |
4.375% |
| 1,750.00
|
75.00% |
$1,043.75 |
4.375% |
| 1,437.50
|
43.75% |
$1,043.75 |
4.375% |
| 1,250.00
|
25.00% |
$1,043.75 |
4.375% |
| 1,000.00(2) |
0.00% |
$1,043.75 |
4.375% |
| 900.00 |
-10.00% |
$1,043.75 |
4.375% |
| 800.00(3) |
-20.00% |
$1,043.75 |
4.375% |
| 790.00 |
-21.00% |
$987.50 |
-1.250% |
| 600.00 |
-40.00% |
$750.00 |
-25.000% |
| 400.00 |
-60.00% |
$500.00 |
-50.000% |
| 200.00 |
-80.00% |
$250.00 |
-75.000% |
| 0.00 |
-100.00% |
$0.00 |
-100.000% |
| (1) | The Payment at Maturity will not exceed the principal amount plus the
final Contingent Coupon Payment. |
| (2) | The
hypothetical Initial Level of 1,000 used in these examples has been chosen for illustrative
purposes only, and does not represent a likely actual Initial Level of the Index. |
| (3) | This is the hypothetical Buffer Level. |
The
following examples indicate how the Payment at Maturity would be calculated with respect to a hypothetical $1,000 investment in the notes
assuming that the notes have not been automatically called prior to maturity and are held to maturity.
Example
1: The Percentage Change Is 75.00%.
Because
the Final Level is greater than or equal to the Buffer Level, the Payment at Maturity would be $1,043.75 per $1,000 principal
amount, calculated as follows:
$1,000 + Final Contingent Coupon Payment
=
$1,000 + ($1,000 × 4.375%)
=
$1,043.75
Example
1 shows that the Payment at Maturity will be fixed at the principal amount plus the final Contingent Coupon Payment when the Final Level
is at or above the Buffer Level, regardless of the extent to which the level of the Index increases.
Example
2: The Percentage Change Is -10.00%.
Because
the Final Level is greater than or equal to the Buffer Level, the Payment at Maturity would be $1,043.75 per $1,000 principal
amount, calculated as follows:
$1,000 + Final Contingent Coupon Payment
=
$1,000 + ($1,000 × 4.375%)
=
$1,043.75
Example
2 shows that the Payment at Maturity will equal the principal amount plus the final Contingent Coupon Payment when the Final Level is
at or above the Buffer Level, although the level of the Index has decreased moderately.
Example 3: The Percentage Change Is -80.00%.
Because the Final Level is less than the Buffer Level, the Payment
at Maturity would be $250.00 per $1,000 principal amount, calculated as follows:
$1,000 + [$1,000 × (Percentage Change + Buffer Amount)
× Downside Leverage Factor]
= $1,000 + [$1,000 × (-80.00% + 20%) ×
125%]
= $250.00
Example 3 shows that you are exposed on a 1.25-to-1 basis to any decrease
in the level of the Index from the Initial Level by more than the Buffer Amount. You may lose up to 100% of your principal amount
at maturity. Even with any Contingent Coupon Payments, the return on the notes could be negative.
These examples illustrate that you will not participate in any
appreciation of the Index, but will be exposed on a 1.25-to-1 basis to any decrease in the level of the Index by more than the Buffer
Amount if the notes are not called.
INVESTOR
CONSIDERATIONS
The notes are not appropriate for all investors. The notes may be
an appropriate investment for you if:
| · | You
believe that the Closing Level of the Index will be at or above the Coupon Barrier Level
on most or all of the Coupon Determination Dates, and the Final Level will be at or above
the Buffer Level. |
| · | You
seek an investment with semi-annual Contingent Coupon Payments of at least $43.75 per $1,000
principal amount (or at least 4.375% of the principal amount, equivalent to at least 8.75%
per annum, to be determined on the Trade Date) until the earlier of maturity or automatic
call, if, and only if, the Closing Level of the Index on the applicable Coupon Determination
Date is greater than or equal to the Coupon Barrier Level. |
| · | You
are willing to lose a substantial portion or all of the principal amount of the notes if
the notes are not called and the Final Level is less than the Buffer Level. |
| · | You
are willing to make an investment that is exposed to the negative performance of the Index
on a 1.25-to-1 basis for each percentage point that the Final Level is less than the Buffer
Level if the notes are not called. |
| · | You
are willing to accept the risk that you may not receive any Contingent Coupon Payments on
most or all of the Coupon Payment Dates and may lose up to 100% of the principal amount of
the notes at maturity. |
| · | You
are willing to invest in the notes based on the fact that your maximum potential return is
the sum of any Contingent Coupon Payments payable on the notes. |
| · | You
are willing to forgo participation in any appreciation of the Index. |
| · | You
understand that the notes may be automatically called prior to maturity and that the term
of the notes may be as short as 12 months, or you are otherwise willing to hold the notes
to maturity. |
| · | You
do not seek certainty of current income over the term of the notes. |
| · | You
are willing to forgo dividends or other distributions paid on the securities included in
the Index. |
| · | You
do not seek an investment for which there will be an active secondary market. |
| · | You
are willing to assume the credit risk of the Bank for any payments under the notes. |
The notes may not be an appropriate investment for you if:
| · | You
believe that the Closing Level of the Index will be below the Coupon Barrier Level on most
or all of the Coupon Determination Dates, and the Final Level will be below the Buffer Level. |
| · | You
believe that the Contingent Coupon Payments, if any, will not provide you with your desired
return. |
| · | You
are unwilling to lose a substantial portion or all of the principal amount of the notes if
the notes are not called and the Final Level is less than the Buffer Level. |
| · | You
are unwilling to make an investment that is exposed to the negative performance of the Index
on a 1.25-to-1 basis for each percentage point that the Final Level is less than the Buffer
Level if the notes are not called. |
| · | You
are unwilling to accept the risk that you may not receive any Contingent Coupon Payments
on most or all of the Coupon Payment Dates and may lose up to 100% of the principal amount
of the notes at maturity. |
| · | You
seek full payment of the principal amount of the notes at maturity. |
| · | You
seek an uncapped return on your investment. |
| · | You
seek exposure to the upside performance of the Index. |
| · | You
are unable or unwilling to hold the notes that may be automatically called prior to maturity,
or you are otherwise unable or unwilling to hold the notes to maturity. |
| · | You
seek certainty of current income over the term of the notes. |
| · | You
want to receive dividends or other distributions paid on the securities included in the Index. |
| · | You
seek an investment for which there will be an active secondary market. |
| · | You
are not willing to assume the credit risk of the Bank for all payments under the notes. |
The investor 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. You should also review ‘‘Additional Risk Factors’’
below for risks related to the notes.
ADDITIONAL
RISK FACTORS
An investment in the notes involves significant risks. In addition
to the following risks included in this pricing supplement, we urge you to read “Risk Factors” beginning on page S-1
of the accompanying underlying supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.
You should understand the risks of investing in the notes and should
reach an investment decision only after careful consideration, with your advisers, of the suitability of the notes in light of your particular
financial circumstances and the information set forth in this pricing supplement and the accompanying underlying supplement, the prospectus
supplement and the prospectus.
Structure Risks
If the notes are not called, you may lose all or a substantial
portion of the principal amount of your notes.
The
notes do not guarantee any return of principal. The repayment of any principal on the notes at maturity depends on the Final Level. The
Bank will only repay you the full principal amount of your notes if the Final Level is equal to or greater than the Buffer Level. If
the Final Level is less than the Buffer Level, you will be exposed on a 1.25-to-1 basis to any decrease in the level of the Index from
the Buffer Level. You may lose a substantial portion or all of the principal amount. Even with any Contingent Coupon Payments, the return
on the notes could be negative.
The automatic Call Feature limits your potential return.
If the notes are called, the payment on the notes on any Call Payment
Date is limited to the principal amount plus the applicable Contingent Coupon Payment. In addition, if the notes are called, which may
occur as early as the second Coupon Determination Date, the amount of coupon payable on the notes will be less than the full amount of
coupon that would have been payable if the notes had not been called prior to maturity. If the notes are automatically called, you will
lose the opportunity to continue to receive the Contingent Coupon Payments from the relevant Call Payment Date to the scheduled Maturity
Date, and the total return on the notes could be minimal. Because of the automatic Call Feature, the term of your investment in the notes
may be limited to a period that is shorter than the original term of the notes and may be as short as 12 months. There is no guarantee
that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar level of risk in
the event the notes are automatically called prior to the Maturity Date.
The notes do not provide for fixed payments of interest and you
may receive no Contingent Coupon Payments on most or all of the Coupon Payment Dates.
On each Coupon Payment Date, you will receive a Contingent Coupon
Payment if, and only if, the Closing Level of the Index on the related Coupon Determination Date is greater than or equal to
the Coupon Barrier Level. If the Closing Level of the Index on any Coupon Determination Date is less than the Coupon Barrier Level,
you will not receive any Contingent Coupon Payment on the related Coupon Payment Date, and if the Closing Level of the Index is less
than the Coupon Barrier Level on each Coupon Determination Date over the term of the notes, you will not receive any Contingent
Coupon Payments over the entire term of the notes.
You will not participate in any appreciation of the Index and your
return on the notes will be limited to the Contingent Coupon Payments paid on the notes, if any.
The Payment at Maturity will not exceed the principal amount plus
the final Contingent Coupon Payment and any positive return you receive on the notes will be composed solely of the sum of any Contingent
Coupon Payments received prior to and at maturity. You will not participate in any appreciation of the Index. Therefore, if the appreciation
of the Index exceeds the sum of the Contingent Coupon Payments paid to you, if any, the notes will underperform an investment in securities
linked to the Index providing full participation in the appreciation. Accordingly, the return on the notes may be less than the return
would be if you made an investment in securities directly linked to the positive performance of the Index.
Higher Contingent Coupon Payment or lower Buffer Level are generally
associated with the Index with greater expected volatility and therefore can indicate a greater risk of loss.
“Volatility” refers to the frequency and magnitude of
changes in the level of the Index. The greater the expected volatility with respect to the Index on the Trade Date, the higher the expectation
as of the Trade Date that the level of the Index could close below the Buffer Level on the Final Valuation Date, indicating a higher
expected risk of loss on the notes. This greater expected risk will generally be reflected in a higher Contingent Coupon Payment than
the yield payable on our conventional debt securities with a similar maturity, or in more favorable terms (such as a lower Buffer Level
or a higher Contingent Coupon Payment) than for similar securities linked to the performance of the Index with a lower expected volatility
as of the Trade Date. You should therefore understand that a relatively higher Contingent Coupon Payment may indicate an increased risk
of loss. Further, a relatively lower Buffer Level may not necessarily indicate that the notes have a greater likelihood of a repayment
of principal at maturity. The volatility of the Index can change significantly over the term of the notes. The level of the Index could
fall sharply, which could result in a significant loss of principal. You should be willing to accept the downside market risk of the
Index and the potential to lose some or all of your principal at maturity.
The payments on the notes are not linked to the level of the Index
at any time other than the Coupon Determination Dates.
The payments on the notes will be based on the Closing Level of the
Index on the Coupon Determination Dates. Therefore, for example, if the Closing Level of the Index declined as of a Coupon Determination
Date below the Initial Level or Coupon Barrier Level, as applicable, the notes will not be called and the relevant Contingent Coupon
Payment will not be payable. Similarly, if the Final Level declined as of the Final Valuation Date below the Buffer Level, the Payment
at Maturity may be significantly less than it would otherwise have been had the Payment at Maturity been linked to the Closing Level
of the Index prior to the Final Valuation Date. Although the actual level of the Index at other times during the term of the notes may
be higher than the Closing Level on a Coupon Determination Date, the payments on the notes will not benefit from the Closing Level of
the Index at any time other than the Coupon Determination Dates.
Conflicts of Interest
Certain
business, trading and hedging activities of us, the agent, and our other affiliates may create conflicts with your interests
and could potentially adversely affect the value of the notes.
We,
the agent, and our other affiliates may engage in trading and other business activities related to the Index or any securities included
in the Index that are not for your account or on your behalf. We, the agent, and our other affiliates also may issue or underwrite other
financial instruments with returns based upon the Index. These activities may present a conflict of interest between your interest in
the notes and the interests that we, the agent, and our other 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. These trading
and other business activities, if they adversely affect the level of the Index or secondary trading in your notes, could be adverse
to your interests as a beneficial owner of the notes.
Moreover, we, the agent and our other 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 the agent, one of our other 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
Index and therefore the market value of the notes and the amount you will receive, if any, on the notes. In connection with such activities,
the economic interests of us, the agent, and our other 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, the agent, one or more of our other 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, the agent, our other affiliates or any unaffiliated counterparty receive for the sale of the notes, which creates an additional incentive
to sell the notes to you. We, the agent, our other 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 Index has occurred, and make a good faith estimate in its sole discretion of the Closing Level for the Index if the
relevant Coupon Determination 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. Any payment to be made on the notes depends 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 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” in 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 Index, the Bank’s creditworthiness, interest rate movements and other relevant
factors, which may impact the price at which the agent 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 the agent 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” in 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” in this pricing supplement.
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 may 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 or automatic call. This may affect the price you receive upon such sale. Consequently, you should be willing to hold
the notes to maturity or automatic call.
INFORMATION
REGARDING THE INDEX
The information below is a brief description of the Index. We have
derived the following information from publicly available documents. We have not independently verified the accuracy or completeness
of the following information.
The Index is calculated, maintained and published by S&P Dow Jones
Indices LLC. The Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. See
“Index Descriptions—The S&P U.S. Indices” beginning on page S-45 of the accompanying underlying supplement
for additional information about the Index.
In addition, information about the Index may be obtained from other
sources, including, but not limited to, the Index sponsor’s website (including information regarding the Index’s sector weightings).
We are not incorporating by reference into this pricing supplement the website or any material it includes. None of us, CIBCWM or any
of our other affiliates makes any representation that such publicly available information regarding the Index is accurate or complete.
Historical Performance of the Index
The
following graph sets forth daily Closing Levels of the Index for the period from January 1, 2018 to June 6, 2023. On June 6,
2023, the Closing Level of the Index was 4,283.85. We obtained the Closing Levels below from Bloomberg L.P. (“Bloomberg”)
without independent verification. The historical performance of the Index should not be taken as an indication of its future performance,
and no assurances can be given as to the level of the Index at any time during the term of the notes, including the Coupon Determination
Dates. We cannot give you assurance that the performance of the Index will result in the return of any of your investment.
| Historical
Performance of the S&P 500® Index |
| |
 |
| |
| Source:
Bloomberg |
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a brief summary of the material U.S. federal
income tax considerations relating to an investment in the notes. The following summary is not complete and is both qualified and supplemented
by (although to the extent inconsistent supersedes) the discussion entitled “Material U.S. Federal Income Tax Consequences”
in the underlying supplement, which you should carefully review prior to investing in the notes. 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, cash 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. Although the tax treatment of the Contingent Coupon
Payments is unclear, we intend to treat any Contingent Coupon Payments, including on the Maturity Date or upon an automatic call,
as ordinary income includible in income by you at the time it accrues or is received in accordance with your normal method of accounting
for U.S. federal income tax purposes.
The expected characterization of the 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.
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.
With respect to the discussion in the underlying supplement regarding
“dividend equivalent” payments, the IRS has issued a notice that 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, 2025.
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 the Issuer 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 the Issuer for purposes of the thin
capitalization rules in the Canadian Tax Act; and (f) is not an entity in respect of which the Issuer is a “specified
entity” for purposes of the Hybrid Mismatch Proposals, as defined below (a “Non-Resident Holder”). For these purposes,
a “specified shareholder” generally includes a person who (either alone or together with persons with whom that person is
not dealing at arm’s length for the purposes of the Canadian Tax Act) owns or has the right to acquire or control or is otherwise
deemed to own 25% or more of the Issuer’s shares determined on a votes or fair market value basis, and an entity in respect of
which the Issuer is a “specified entity” generally includes (i) an entity that is a specified shareholder of the Issuer
(as defined above), (ii) an entity in which the Issuer (either alone or together with entities with whom the Issuer is not dealing
at arm’s length for purposes of the Canadian Tax Act) owns or has the right to acquire or control or is otherwise deemed to own
a 25% or greater equity interest, and (iii) an entity in which an entity described in (i) (either alone or together with entities
with whom such entity is not dealing at arm’s length for purposes of the Canadian Tax Act) owns or has the right to acquire or
control or is otherwise deemed to own a 25% or greater equity interest. Special rules which apply to non-resident insurers carrying
on business in Canada and elsewhere are not discussed in this summary.
For greater certainty, this summary takes into account all specific
proposals to amend the Canadian Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof,
including the proposals released on April 29, 2022 with respect to “hybrid mismatch arrangements” (the “Hybrid
Mismatch Proposals”). 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 Hybrid Mismatch Proposals. Investors should note that the Hybrid Mismatch Proposals are in consultation
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 the Issuer 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)
CIBCWM will purchase the notes from CIBC at the price to public set
forth on the cover page of this pricing supplement for distribution to other registered broker-dealers, or will offer the notes
directly to investors. CIBCWM or other registered broker-dealers will offer the notes at the price to public set forth on the cover page of
this pricing supplement. CIBCWM will not receive any underwriting discounts in connection with the distribution of the notes.
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 two business days 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 two business days, unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two business days before delivery will be required
to specify alternative settlement arrangements to prevent a failed settlement.
The Bank may use this pricing supplement in the initial sale of the
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. The price that it makes available from time to
time after the Original Issue 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 three 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. 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 Original Issue 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 “Additional Risk Factors—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 “Additional Risk Factors—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 “Additional Risk Factors—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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