Filed Pursuant to Rule 424(b)(2)
Registration No. 333-257113
Pricing Supplement dated June 6, 2023
(To Equity Index Underlying Supplement dated September 2, 2021,
Stock-Linked 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
$1,686,000
Fixed Interest Barrier Notes Linked to the Worst Performing of the Common Stock of Pfizer Inc. and the Russell 2000®
Index due October 9, 2025
| · | The
Fixed Interest Barrier Notes (the “notes”) will provide monthly fixed Interest
Payments of $7.11 per $1,000 principal amount (or 0.711% of the principal amount, equivalent
to 8.532% per annum), regardless of the performance of any Underlying. |
| · | In
addition to the final Interest Payment, the Payment at Maturity will depend on the Closing
Value of the Worst Performing Underlying on the Final Valuation Date (the “Final Value”)
and will be calculated as follows: |
| a. | If the Final Value of the Worst Performing Underlying is greater
than or equal to its Principal Barrier Value (60% of its Initial Value): the principal amount. |
| b. | If
the Final Value of the Worst Performing Underlying is less than its Principal Barrier
Value: (i) the principal amount plus (ii) the product of the principal amount multiplied
by the Percentage Change of the Worst Performing Underlying. In this case, you will lose
some or all of the principal amount at maturity. Even with the Interest 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 in
excess thereof. |
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 supplements, 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-7 of this pricing supplement, and “Risk Factors” beginning on page S-1 of the accompanying
index underlying supplement, S-1 of the stock underlying supplement, page S-1 of the prospectus supplement and page 1
of the prospectus.
|
Price
to Public (Initial Issue Price)(1) |
Underwriting
Discount (1)(2) |
Proceeds
to Issuer |
Per
Note |
$1,000.00 |
$4.70 |
$995.30 |
Total |
$1,686,000.00 |
$7,924.20 |
$1,678,075.80 |
| (1) | Because certain dealers who purchase the notes for sale to certain fee-based
advisory accounts may forgo some or all of their commissions or selling concessions, the
price to public for investors purchasing the notes in these accounts will be $995.30 per
note. |
| (2) | CIBC World Markets Corp. (“CIBCWM”), acting as agent for
the Bank, will receive a commission of $4.70 (0.47%) per $1,000 principal amount of the notes.
CIBCWM may use a portion or all of its commission to allow selling concessions to other dealers
in connection with the distribution of the notes. The other dealers may forgo, in their sole
discretion, some or all of their selling concessions. See “Supplemental Plan of Distribution
(Conflicts of Interest)” on page PS-16 of this pricing supplement. |
The initial estimated value of the notes on the Trade Date as determined
by the Bank is $979.40 per $1,000 principal amount of the notes, which is 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 June 9, 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”), the Stock-Linked Underlying Supplement dated September 2,
2021 (the “stock underlying supplement”) and the Equity Index Underlying Supplement dated September 2, 2021 (the
“index underlying supplement”, together with the stock underlying supplement, the “underlying supplements”).
Information in this pricing supplement supersedes information in the underlying supplements, 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 supplements, 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 supplements, 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 supplements, 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 supplements, 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 supplements, 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. References to “Index”
or “Reference Stock” in the underlying supplements will be references to “Underlying.”
You may access the underlying supplements, 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):
| · | Index
underlying supplement dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112442/tm2123981d23_424b5.htm
| · | Stock
underlying supplement dated September 2, 2021: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465921112449/tm2123981d22_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 supplements,
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 worst
performing of the common stock of Pfizer Inc. (Bloomberg ticker: PFE) (the “PFE”) and the Russell 2000®
Index (Bloomberg ticker: RTY) (the “RTY”) (each, an “Underlying” and together, the “Underlyings”) |
Principal
Amount: |
$1,000
per note |
Aggregate
Principal Amount: |
$1,686,000 |
Term: |
Two
years and four months |
Strike
Date: |
June 5,
2023 |
Trade
Date: |
June 6,
2023 |
Original
Issue Date: |
June 9,
2023 |
Final
Valuation Date: |
October 6,
2025, subject to postponement as described under “Certain Terms of the Notes—Valuation Dates— For Notes
Where the Reference Asset Consists of Multiple Indices” in the index underlying supplement and “Certain Terms of the
Notes—Valuation Dates—For Notes Where the Reference Asset Consists of Multiple Reference Stocks” in the stock underlying
supplement. |
Maturity
Date: |
October 9,
2025, 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 supplements. |
Interest Payments:
|
Regardless
of the performance of the Underlyings, you will receive a monthly fixed interest payment of $7.11 per $1,000 principal amount
(or 0.711% of the principal amount, equivalent to 8.532% per annum) (an “Interest Payment”) on each Interest Payment
Date over the term of the notes. |
Interest
Payment Dates: |
Monthly, the 9th day of each month, beginning on July 9,
2023 an ending on the Maturity Date.
Each
Interest 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 supplements. |
Payment
at Maturity: |
In addition to the final Interest Payment, for each $1,000 principal
amount of the notes, the Payment at Maturity will be based on the Final Value of the Worst Performing Underlying and will be calculated
as follows:
· If
the Final Value of the Worst Performing Underlying is greater than or equal to its Principal Barrier Value:
$1,000 |
|
· If the Final Value of the Worst Performing Underlying is less than its Principal Barrier Value:
$1,000 + ($1,000 × Percentage Change of the Worst Performing Underlying)
In this case, you will lose some or all of the principal amount at maturity. Even with the Interest Payments, the return on the notes could be negative.
|
Percentage
Change: |
The “Percentage Change” with respect to each Underlying,
expressed as a percentage, is calculated as follows:
Final Value – Initial Value
Initial Value |
Principal
Barrier Value: |
$23.19
with respect to the PFE and 1,084.028 with respect to the RTY, each of which is 60% of its Initial
Value (rounded to three decimal places for the RTY). |
Worst
Performing Underlying: |
The Underlying
that has the lowest Percentage Change. |
Initial
Value: |
$38.65
with respect to the PFE and 1,806.713 with respect to the RTY, each of which was its Closing Value
on the Strike Date. The Initial Values for the PFE is subject to adjustment as described under “Certain Terms of the Notes—Anti-Dilution
Adjustments” in the stock underlying supplement. |
Final
Value: |
For each Underlying,
its Closing Value on the Final Valuation Date. |
Closing
Value |
For each Underlying,
its Closing Level or its Closing Price, as applicable. |
Calculation
Agent: |
Canadian
Imperial Bank of Commerce. |
CUSIP/ISIN: |
13607XJL2
/ US13607XJL29 |
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. |
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 Value of any Underlying relative to its Initial Value. We cannot predict the Final Value of any Underlying. 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 Underlyings 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, excluding the
final Interest Payment, on a $1,000 investment in the notes for a hypothetical range of Percentage Changes of the Worst Performing Underlying
from -100% to +100%. The following results are based solely on the assumptions outlined below. The “Hypothetical Total Return on
the Notes” as used below is the number, expressed as a percentage, that results from comparing sum of the Payment at Maturity and
the Interest Payments received over the term of the notes per $1,000 principal amount to $1,000. The potential returns described below
assume that the notes are held to maturity. The following table and examples are based on the following terms:
Principal Amount: |
$1,000 |
Interest Payment: |
$7.11 (or 0.711% of the principal amount, equivalent to 8.532% per annum) |
Hypothetical Initial Value of the Worst Performing Underlying: |
100 |
Hypothetical Principal Barrier Value of the Worst Performing Underlying: |
60 (60% of its Initial Value) |
Hypothetical
Final
Value of the Worst
Performing
Underlying |
Hypothetical
Percentage Change of
the Worst Performing
Underlying |
Total Interest
Payments |
Hypothetical
Payment at
Maturity (Excluding
Final Interest
Payment) |
Hypothetical Total
Return on the Notes
(Including All Interest
Payments) |
200.00 |
100.00% |
$199.08 |
$1,000.00 |
19.908%(1) |
175.00 |
75.00% |
$199.08 |
$1,000.00 |
19.908%
|
150.00 |
50.00% |
$199.08 |
$1,000.00 |
19.908%
|
125.00 |
25.00% |
$199.08 |
$1,000.00 |
19.908%
|
100.00(2) |
0.00% |
$199.08 |
$1,000.00 |
19.908%
|
90.00 |
-10.00% |
$199.08 |
$1,000.00 |
19.908%
|
80.00 |
-20.00% |
$199.08 |
$1,000.00 |
19.908%
|
70.00 |
-30.00% |
$199.08 |
$1,000.00 |
19.908% |
60.00(3) |
-40.00% |
$199.08 |
$1,000.00 |
19.908% |
59.00 |
-41.00% |
$199.08 |
$590.00 |
-21.092% |
50.00 |
-50.00% |
$199.08 |
$500.00 |
-30.092% |
25.00 |
-75.00% |
$199.08 |
$250.00 |
-55.092% |
10.00 |
-90.00% |
$199.08 |
$100.00 |
-70.092% |
0.00 |
-100.00% |
$199.08 |
$0.00 |
-80.092% |
| (1) | The total return on the notes will not exceed the return represented by
the Interest Payments. |
| (2) | The hypothetical Initial Value of 100 used in these examples has
been chosen for illustrative purposes only. The actual Initial Value of each Underlying is
set forth on page PS-3 of this pricing supplement. |
| (3) | This
is the hypothetical Principal Barrier Value of the Worst Performing Underlying. |
The following examples indicate how the total payments on the notes
would be calculated with respect to a hypothetical $1,000 investment in the notes assuming that the notes are held to maturity.
Example
1: The Percentage Change of the Worst Performing Underlying Is 50.00%.
Because
the Final Value of the Worst Performing Underlying is greater than or equal to its Principal Barrier Value, the Payment at Maturity,
excluding the final Interest Payment, would be $1,000.00 per $1,000 principal amount. When the Payment at Maturity is added to the Interest
Payments of $199.08 received over the term of the notes, we would have paid a total of $1,199.08 per $1,000 principal amount, for a 19.908%
total return on the notes.
Example 1 shows that the total payments on the notes will be fixed
at the principal amount plus the Interest Payments when the Final Value of the Worst Performing Underlying is at or above its Principal
Barrier Value, regardless of the extent to which the value of the Worst Performing Underlying increases.
Example 2: The Percentage Change of the Worst Performing Underlying
Is -10.00%.
Because
the Final Value of the Worst Performing Underlying is greater than or equal to its Principal Barrier Value, the Payment at Maturity,
excluding the final Interest Payment, would be $1,000.00 per $1,000 principal amount. When the Payment at Maturity is added to the Interest
Payments of $199.08 received over the term of the notes, we would have paid a total of $1,199.08 per $1,000 principal amount, for a 19.908%
total return on the notes.
Example
2 shows that the total payments on the notes will be fixed at the principal amount plus the Interest Payments when the Final Value of
the Worst Performing Underlying is at or above its Principal Barrier Value, although the value of the Worst Performing Underlying
has decreased moderately.
Example
3: The Percentage Change of the Worst Performing Underlying Is -75.00%.
Because the Final Value of the Worst Performing Underlying is less
than its Principal Barrier Value, the Payment at Maturity would be $250.00 per $1,000 principal amount, calculated as follows:
$1,000 + ($1,000 × Percentage Change of
the Worst Performing Underlying)
= $1,000 + ($1,000 × -75.00%)
= $250.00
When the Payment at Maturity is added to the Interest Payments of
$199.08 received over the term of the notes, we would have paid a total of $449.08 per $1,000 principal amount, for a -55.092% total
return on the notes.
Example 3 shows that you are exposed on a 1-to-1 basis to any decrease
in the value of the Worst Performing Underlying from its Initial Value if its Final Value is less than its Principal Barrier Value. You
may lose up to 100% of your principal amount at maturity. Even with the Interest Payments, the return on the notes could be negative.
These examples illustrate that you will not participate in any
appreciation of any Underlying, but will be fully exposed to a decrease in the Worst Performing Underlying if the Final Value of the
Worst Performing Underlying is less than its Principal Barrier Value, even if the Final Values of the other Underlying has appreciated
or has not declined below its Principal Barrier Value.
INVESTOR
CONSIDERATIONS
The notes are not appropriate for all investors. The notes may be
an appropriate investment for you if:
| · | You
believe that the Final Value of the Worst Performing Underlying will be at or above its Principal
Barrier Value. |
| · | You
seek an investment with monthly fixed Interest Payments of $7.11 per $1,000 principal amount
(or 0.711% of the principal amount, equivalent to 8.532% per annum) regardless of the performance
of the Underlyings during the term of the notes. |
| · | You
are willing to lose a substantial portion or all of the principal amount of the notes if
the Final Value of the Worst Performing Underlying is less than its Principal Barrier Value. |
| · | You
are willing to invest in the notes based on the fact that your maximum potential return is
the return represented by the Interest Payments. |
| · | You
are willing to forgo participation in any appreciation of any Underlying. |
| · | You
understand that the Payment at Maturity will depend solely on the performance of the Worst
Performing Underlying on the Final Valuation Date and consequently, the notes are riskier
than alternative investments linked to only one of the Underlyings or linked to a basket
composed of the Underlyings. |
| · | You
are willing to forgo dividends or other distributions paid on the Underlyings or securities
included in the Underlyings, as applicable. |
| · | You
are willing to hold the notes to maturity and 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 all payments under the notes. |
The notes may not be an appropriate investment for you if:
| · | You
believe that the Final Value of the Worst Performing Underlying will be below its Principal
Barrier Value. |
| · | You
believe that the Interest Payments 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 Final Value of the Worst Performing Underlying is less than its Principal Barrier Value. |
| · | 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 any or each Underlying. |
| · | You
seek exposure to a basket composed of the Underlyings or a similar investment in which the
overall return is based on a blend of the performances of the Underlyings, rather than solely
on the Worst Performing Underlying. |
| · | You
want to receive dividends or other distributions paid on the Underlyings or securities included
in the Underlyings, as applicable. |
| · | You
are unable or unwilling to hold the notes to maturity or 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 considerations identified above are not exhaustive.
Whether or not the notes are an appropriate 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 index underlying supplement, S-1 of the accompanying stock 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 supplements, the prospectus
supplement and the prospectus.
Structure Risks
You
may lose a substantial portion or all 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 Value of the Worst Performing Underlying. The Bank will only repay you
the full principal amount of your notes if the Final Value of the Worst Performing Underlying is greater than or equal to its Principal
Barrier Value. If the Final Value of the Worst Performing Underlying is less than its Principal Barrier Value, you will lose 1% of the
principal amount for each percentage point that the Final Value of the Worst Performing Underlying is less than its Initial Value. You
may lose a substantial portion or all of the principal amount. Even with the Interest Payments, the return on the notes could be negative.
You will not participate in any appreciation of any Underlying
and your return on the notes will be limited to the Interest Payments paid on the notes.
The payments on the notes will not exceed the principal amount plus
the Interest Payments and any positive return you receive on the notes will be limited to the return represented by the Interest Payments.
You will not participate in any appreciation of any Underlying. Therefore, if the appreciation of any Underlying exceeds the sum of the
Interest Payments paid to you, the notes will underperform an investment in securities linked to that Underlying 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 Underlyings.
Higher Interest Payment or lower Principal Barrier Value are generally
associated with the Underlyings with greater expected volatility and therefore can indicate a greater risk of loss.
“Volatility” refers to the frequency and magnitude of
changes in the value of an Underlying. The greater the expected volatility with respect to an Underlying on the Trade Date, the higher
the expectation as of the Trade Date that the value of that Underlying could close below its Principal Barrier Value 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 Interest
Payment than the yield payable on our conventional debt securities with a similar maturity, or in more favorable terms (such as a lower
Principal Barrier Value) than for similar securities linked to the performance of the Underlyings with a lower expected volatility as
of the Trade Date. You should therefore understand that a relatively higher Interest Payment may indicate an increased risk of loss.
Further, a relatively lower Principal Barrier Value may not necessarily indicate that the notes have a greater likelihood of a repayment
of principal at maturity. The volatility of an Underlying can change significantly over the term of the notes. The value of an Underlying
for your notes could fall sharply, which could result in a significant loss of principal. You should be willing to accept the downside
market risk of the Underlyings and the potential to lose some or all of your principal at maturity.
The Payment at Maturity is not linked to the value of the Worst
Performing Underlying at any time other than the Final Valuation Date.
The Payment at Maturity will be based on the Final Value of the Worst
Performing Underlying. Therefore, if the Final Value of the Worst Performing Underlying declined as of the Final Valuation Date below
its Principal Barrier Value, the Payment at Maturity may be significantly less than it would otherwise have been had the Payment at Maturity
been linked to the Closing Value of the Worst Performing Underlying other than the Final Valuation Date. Although the actual value of
an Underlying at other times during the term of the notes may be higher than its Closing Value on the Final Valuation Date, the Payment
at Maturity will not benefit from the Closing Value of such Underlying at any time other than the Final Valuation Date.
Reference Asset Risks
The notes are subject to the full risks of the Worst Performing
Underlying and will be negatively affected if any Underlying performs poorly, even if the other Underlying performs favorably.
You are subject to the full risks of the Worst Performing Underlying.
If the Worst Performing Underlying performs poorly, you will be negatively affected, even if the other Underlying performs favorably.
The notes are not linked to a basket composed of the Underlyings, where the better performance of one Underlying could offset the poor
performance of the other. Instead, you are subject to the full risks of the Worst Performing Underlying on the Final Valuation Date.
As a result, the notes are riskier than an alternative investment linked to only one of the Underlyings or linked to a basket composed
of the Underlyings. You should not invest in the notes unless you understand and are willing to accept the full downside risks of the
Worst Performing Underlying.
The notes will be subject to risks associated with small-capitalization
companies.
The RTY tracks companies that are considered small-capitalization.
These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies
and therefore the level of the RTY may be more volatile than an investment in stocks issued by larger companies. Stock prices of
small-capitalization companies may also be more vulnerable than those of larger companies to adverse business and economic developments,
and the stocks of small-capitalization companies may be thinly traded, making it difficult for the RTY to track them. In addition, small-capitalization
companies are often less stable financially than large-capitalization companies and may depend on a small number of key personnel, making
them more vulnerable to loss of personnel. Small-capitalization companies are often subject to less analyst coverage and may be in early,
and less predictable, periods of their corporate existences. These companies tend to have smaller revenues, less diverse product lines,
smaller shares of their product or service markets, fewer financial resources and competitive strengths than large-capitalization companies,
and are more susceptible to adverse developments related to their products.
There will be limited anti-dilution protection.
For certain events affecting shares of the PFE, such as stock splits
or extraordinary dividends, the calculation agent may make adjustments which may adversely affect any payments on the notes. However,
the calculation agent is not required to make an adjustment for every corporate action which affects the price of the PFE. If an event
occurs that does not require the calculation agent to adjust the price of the PFE, the market value of the notes and the amount due on
the notes may be materially and adversely affected.
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 an Underlying or any securities
included in an Underlying 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 an Underlying. 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 value of any Underlying 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 value of an
Underlying 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 an Underlying
has occurred on the scheduled Final Valuation Date and determine the Final Value of an Underlying if the scheduled Final Valuation
is postponed to the last possible day, and make certain anti-dilution adjustments with respect to the PFE if certain corporate events
occur. See “Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference Asset Consists of Multiple Indices”
in the index underlying supplement, and “Certain Terms of the Notes —Valuation Dates—For Notes Where the Reference
Asset Consists of Multiple Reference Stocks” and “—Anti-Dilution Adjustments” in the stock 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 supplements 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 is lower
than the initial issue price (price to public) of the notes.
The initial issue price of the notes exceeds 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 was determined by reference to the Bank’s internal pricing models when the terms of the notes were set. This estimated value
was based on market conditions and other relevant factors existing at that time, 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 values of the Underlyings,
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 was not determined
by reference to credit spreads for our conventional fixed-rate debt.
The internal funding rate used in the determination of the Bank’s
initial estimated value of the 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
have used the interest rate implied by our conventional fixed-rate debt, we would expect the economic terms of the notes to be more favorable
to you. Consequently, our use of an internal funding rate for market-linked notes had an adverse effect on the economic terms of the
notes and the initial estimated value of the notes on the Trade Date, and could have an adverse effect on 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. This may affect the price you receive upon
such sale. Consequently, you should be willing to hold the notes to maturity.
INFORMATION
REGARDING THE UNDERLYINGS
The
information below are brief descriptions of each Underlying. We have derived the following information from publicly available
documents. We have not independently verified the accuracy or completeness of the following information. In addition, information about
the Underlyings may be obtained from other sources including, but not limited to, the websites of their sponsors or issuers. We are not
incorporating by reference into this pricing supplement the websites or any materials they include. None of us, CIBCWM or any of our
other affiliates makes any representation that such publicly available information regarding the Underlyings is accurate or complete.
Pfizer Inc.
Pfizer
Inc. operates as a pharmaceutical company. The company offers medicines, vaccines, medical devices, and consumer healthcare products
for oncology, inflammation, cardiovascular, and other therapeutic areas. It serves customers worldwide. Information filed by the company
with the SEC under the Exchange Act can be located by reference to its SEC CIK number: 78003. The PFE trades on the NYSE under the symbol
“PFE.”
The
Russell 2000® Index
The
Russell 2000® Index (Bloomberg ticker: “RTY <Index>”) is calculated, maintained and published
by FTSE Russell. The RTY is designed to track the performance of the small capitalization segment of the U.S. equity market. The RTY
is a subset of the Russell 3000® Index and represents approximately 10% of the total market capitalization of that index.
The RTY includes approximately 2,000 of the smallest securities in the U.S. equity market.
See
“Index Descriptions—The Russell Indices” beginning on page S-31 of the accompanying index underlying supplement
for additional information about the RTY.
Historical Performance of the Underlyings
The
following graphs set forth daily Closing Values of the Underlyings for the period from January 1, 2018 to June 6, 2023. On
June 6, 2023, the Closing Value was $38.37 for the PFE and 1,855.401 for the RTY. We obtained the Closing Values below from
Bloomberg L.P. (“Bloomberg”) without independent verification. The historical performance of an Underlying should not be
taken as an indication of its future performance, and no assurances can be given as to the value of any 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 Underlyings will
result in the return of any of your investment.
Historical
Performance of PFE |
|
|
Historical
Performance of RTY |
|
|
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 supplements, 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. Under one approach (which is different than the approach discussed in the underlying supplements), each note should
be treated as an investment unit consisting of a put option written by you (the “Put Option”) and a non-contingent debt instrument
issued by us to you (the “Debt Portion”). In the opinion of our tax counsel, Mayer Brown LLP, it would generally be reasonable
to treat a note as consisting of the Debt Portion and the Put Option for all U.S. federal income tax purposes. 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 include the portion of the stated interest payments on the note that is treated as interest in income in accordance with your
regular method of accounting for interest for U.S. federal income tax purposes. The portion of the stated interest payments that are
treated as payments on the Put Option (the “Put Premium”) should not generally be taxable to you upon its receipt. For purposes
of dividing the interest rate of 8.532% on the notes among interest on the Debt Portion and Put Premium, 5.340% constitutes interest
on the Debt Portion and 3.192% constitutes Put Premium.
If you were to receive a cash payment of the full principal amount
of the notes upon the redemption or maturity of the notes, such payment would likely be treated as (i) payment in full of the principal
amount of the Debt Portion (which would not result in the recognition of gain or loss if you are an initial purchaser of the notes) and
(ii) the lapse of the Put Option which would likely result in your recognition of short-term capital gain in an amount equal to
the amount paid to you for the Put Option and deferred as described above. If you were to receive a cash payment upon the redemption
or maturity of the notes (excluding cash received as a coupon) of less than the full principal amount of the notes, such payment would
likely be treated as (i) payment in full of the principal amount of the Debt Portion (which would not result in the recognition
of gain or loss if you are an initial purchaser of the notes) and (ii) the cash settlement of the Put Option pursuant to which you
paid to us an amount equal to the excess of the principal amount of the notes over the amount that you received upon the maturity of
the notes (excluding cash received as a coupon) in order to settle the Put Option. If the aggregate amount paid to you for the Put Option
and deferred as described above is greater than the amount you are deemed to have paid to us to settle the Put Option, you will likely
recognize short-term capital gain in an amount that is equal to such excess. Conversely, if the amount paid to you for the Put Option
and deferred as described above is less than the amount you are deemed to have paid to us to settle the Put Option, you will likely recognize
short-term capital loss in an amount that is equal to such difference.
Upon a sale, or other taxable disposition of a note for cash, you
should allocate the cash received between the Debt Portion and the Put Option on the basis of their respective values on the date of
sale. You should generally recognize gain or loss with respect to the Debt Portion in an amount equal to the difference between the amount
of the sales proceeds allocable to the Debt Portion (less accrued and unpaid “qualified stated interest” or accrued acquisition
discount that you have not included in income, which will be treated as ordinary interest income) and your adjusted tax basis in the
Debt Portion (which will generally equal the initial purchase price of the notes increased by any accrued acquisition discount or original
issue discount previously included in income on the Debt Portion and decreased by the amount of any payment (other than an interest payment
that is treated as qualified stated interest) received on the Debt Portion). Such gain or loss should be capital gain or loss and should
be long-term capital gain or loss if you have held the Debt Portion for more than one year at the time of such disposition. The ability
to use capital losses to offset ordinary income is limited. If the Put Option has a positive value on the date of a sale of a note, you
should recognize short-term capital gain equal to the portion of the sale proceeds allocable to the Put Option plus any previously received
Put Premium. If the Put Option has a negative value on the date of sale, you should be treated as having paid the buyer an amount equal
to the negative value in order to assume your rights and obligations under the Put Option. In such a case, you should recognize a short-term
capital gain or loss in an amount equal to the difference between the total Put Premium previously received and the amount of the payment
deemed made by you with respect to the assumption of the Put Option. The amount of the deemed payment will be added to
the sales price allocated to the Debt Portion in determining the gain
or loss in respect of the Debt Portion. The ability to use capital losses to offset ordinary income is limited.
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 the
manner described in the accompanying underlying supplements, or in a manner that results in tax consequences to you that are different
from those described above or in the accompanying underlying supplements. 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 supplements. 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.
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.
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 less
the underwriting discount 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 may receive a commission of $4.70 (0.47%) per $1,000 principal amount
of the notes and may use a portion or all of that commission to allow selling concessions to other dealers in connection with the distribution
of the notes. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. The price to public for
notes purchased by certain fee-based advisory accounts will be 99.53% of the principal amount of the notes. Any sale of a note to a fee-based
advisory account at a price to public below 100.00% of the principal amount will reduce the agent’s commission specified on the
cover page of this pricing supplement with respect to such note. The price to public paid by any fee-based advisory account will
be reduced by the amount of any fees assessed by the dealers involved in the sale of the notes to such advisory account but not by more
than 0.47% of the principal amount 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 will 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 Exchange Act, 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 was not determined by reference to credit spreads for our conventional fixed-rate debt” in this pricing supplement.
The value of the derivative or derivatives underlying the economic terms of the 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 was determined when the terms of the notes were 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 is 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 selling commissions paid to CIBCWM and other affiliated or unaffiliated dealers, the
projected profits that our hedge counterparties, which may include our affiliates, expect to realize for assuming risks inherent in hedging
our obligations under the 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 is lower than the initial issue
price (price to public) of the notes” in this pricing supplement.
VALIDITY
OF THE NOTES
In
the opinion of Blake, Cassels & Graydon LLP, as Canadian counsel to the Bank, the issue and sale of the notes has been duly
authorized by all necessary corporate action of the Bank in conformity with the indenture, and when the notes have been duly executed,
authenticated and issued in accordance with the indenture, the notes will be validly issued and, to the extent validity of the notes
is a matter governed by the laws of the Province of Ontario or the federal laws of Canada applicable therein, will be valid obligations
of the Bank, subject to applicable bankruptcy, insolvency and other laws of general application affecting creditors’ rights, equitable
principles, and subject to limitations as to the currency in which judgments in Canada may be rendered, as prescribed by the Currency
Act (Canada). This opinion is given as of the date hereof and is limited to the laws of the Province of Ontario and the federal laws
of Canada applicable therein. In addition, this opinion is subject to customary assumptions about the trustee’s authorization,
execution and delivery of the indenture and the genuineness of signature, and to such counsel’s reliance on the Bank and other
sources as to certain factual matters, all as stated in the opinion letter of such counsel dated June 15, 2021, which has
been filed as Exhibit 5.2 to the Bank’s Registration Statement on Form F-3 filed with the SEC on June 15, 2021.
In
the opinion of Mayer Brown LLP, when the notes have been duly completed in accordance with the indenture and issued and sold as contemplated
by this pricing supplement and the accompanying underlying supplement, prospectus supplement and prospectus, the notes will constitute
valid and binding obligations of the Bank, entitled to the benefits of the indenture, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles. This opinion is given as of the date hereof and is limited to the laws of the State of New York. This opinion is subject
to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and such counsel’s reliance
on the Bank and other sources as to certain factual matters, all as stated in the legal opinion dated June 15, 2021, which
has been filed as Exhibit 5.1 to the Bank’s Registration Statement on Form F-3 filed with the SEC on June 15, 2021.
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