Filed Pursuant to Rule 424(b)(2)
Registration No. 333-272447
| Pricing Supplement dated March 4,
2024
(To Equity Index Underlying Supplement dated September 5,
2023,
Prospectus Supplement dated September 5, 2023,
and Prospectus dated September 5, 2023)
|
Canadian Imperial Bank of Commerce Capped In-GEARS
$3,000,000 Notes Linked to the Russell 2000® Index due
on August 14, 2029
Investment
Description |
These Capped In-GEARS (the “Notes”) are senior unsecured
debt securities issued by Canadian Imperial Bank of Commerce (“CIBC”) with returns linked to the Russell 2000®
Index (the “Underlying”). The Notes will rank equally with all of our other unsecured and unsubordinated debt obligations.
The Initial Level will be the arithmetic average of the Closing Levels of the Underlying over the Initial Valuation Period, and the Final
Level will be the arithmetic average of the Closing Levels of the Underlying over the Final Valuation Period. Depending on the Underlying
Return, which represents the percentage change from the Initial Level to the Final Level, the Issuer will pay at maturity a cash payment
per Note resulting in a return as follows:
· If the Underlying Return is greater than or equal to 43%, a return equal to the Maximum Gain of 83.85%.
· If the Underlying Return is less than 43% but greater than or equal to -3%, which corresponds to the Upper Downside Threshold (97%
of the Initial Level), a return equal to the sum of (i) 5.65% and (ii) the product of (a) 1.70 times (b) the Underlying Return plus
3%.
· If the Underlying Return is less than -3% but greater than or equal to -8%, which corresponds to the Principal Threshold (92% of the
Initial Level), a return equal to the product of (a) 1.13 times (b) the Underlying Return plus 8%.
· If the Underlying Return is less than -8% but greater than or equal to -24%, which corresponds to the Lower Downside Threshold (76%
of the Initial Level), a return equal to the product of (a) 1.50 times (b) the Underlying Return plus 8%. In this case, you will
lose up to 24% of the principal amount.
· If the Underlying Return is less than -24%, a return equal to the Underlying Return. In this case, you will lose 1% of principal
for every 1% that the Underlying Return is less than zero.
Investing in the Notes involves significant risks. The
Notes do not pay any interest. You may lose up to 100% of your principal amount. Any payment on the Notes, including any repayment of
principal at maturity, is subject to the creditworthiness of CIBC. If CIBC were to default on its payment obligations, you may not receive
any amounts owed to you under the Notes and you could lose your entire investment. |
Features |
q Enhanced Growth Potential, Subject to the Maximum
Gain: At maturity, if the Underlying Return is greater than -8%, which corresponds to the Principal Threshold, the Issuer will pay
the principal amount of the Notes plus a positive return on the Notes. That positive return will equal either (i) 113% of the sum of the
Underlying Return and 8% (if the Underlying Return is between -8% and -3%) or (ii) 5.65% plus 170% of the excess of the Underlying Return
over -3% (if the Underlying Return is above -3%), provided that the return is limited by the Maximum Gain of 83.85%.
q Contingent Downside Market Exposure: If the Underlying
Return is less than
-8% but greater than or equal to -24%,
the Issuer will repay less than the full principal amount at maturity, resulting in a return equal to 150% of the sum of the Underlying
Return and 8%. Accordingly, you could lose up to 24% of the principal amount. If the Underlying Return is less than -24%, which corresponds
to the Lower Downside Threshold, you will lose 1% of principal for every 1% that the Underlying Return is less than 0%. Accordingly, you
will lose more than 24%, and possibly all, of the principal amount. Any payment on the Notes, including any repayment of principal, is
subject to the creditworthiness of CIBC. |
Trade Date |
March 4, 2024 |
Settlement Date |
March 7, 2024 |
Initial Valuation Period1: |
Each scheduled Trading Day from and including February 29, 2024 to and including April 19, 2024 (the “Initial Valuation Date”) |
Final Valuation Period1: |
Each scheduled Trading Day from and including May 10, 2029 to and including August 9, 2029 (the “Final Valuation Date”) |
Maturity Date1 |
August 14, 2029 |
1 See page PS-4 for additional details. |
THE NOTES ARE
SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE NOTES MAY NOT OBLIGATE CIBC TO REPAY THE FULL PRINCIPAL AMOUNT
OF THE NOTES. THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING, WHICH CAN RESULT IN A LOSS OF SOME OR ALL OF THE PRINCIPAL
AMOUNT AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF CIBC. YOU SHOULD NOT
PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.
YOU SHOULD CAREFULLY
CONSIDER THE RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE PS-7 AND THE MORE DETAILED ‘‘RISK
FACTORS’’ BEGINNING ON PAGE S-1 OF THE ACCOMPANYING UNDERLYING SUPPLEMENT, BEGINNING ON PAGE S-1 OF THE ACCOMPANYING PROSPECTUS
SUPPLEMENT AND PAGE 1 OF THE ACCOMPANYING PROSPECTUS BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS
AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES. |
Note
Offering |
The Notes are offered at a minimum investment of $1,000 in denominations of $10 and integral multiples of $10 in excess thereof. |
Underlying |
Maximum Gain |
Maximum Payment at
Maturity per Note |
Upper Downside
Threshold |
Principal Threshold |
Lower Downside
Threshold |
CUSIP/ISIN |
The Russell 2000® Index (“RTY”) |
83.85% |
$18.385 |
97% of the Initial Level |
92% of the Initial
Level |
76% of the Initial Level |
13608P749 / US13608P7490 |
See “Additional Information about the Notes” on page PS-2.
The Notes offered will have the terms specified in the accompanying prospectus, prospectus supplement and underlying supplement, and the
terms set forth herein.
Neither the U.S. Securities and Exchange Commission (the “SEC”)
nor any state or provincial securities commission has approved or disapproved of the Notes or determined if this pricing supplement or
the accompanying underlying supplement, prospectus supplement or prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
The Notes will not constitute deposits insured by the Canada Deposit
Insurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation, or any other government agency or instrumentality
of Canada, the United States or any other jurisdiction. The Notes are not bail-inable debt securities (as defined on page 6 of the
prospectus). The Notes will not be listed on any securities exchange.
The initial estimated value of the Notes on the Trade Date as determined
by CIBC is $9.637 per $10.00 principal amount of the Notes, which is less than the price to public. See “Key Risks—General
Risks” beginning on page PS-8 of this pricing supplement and “The Bank’s Estimated Value of the Notes” on
page PS-15 of this pricing supplement for additional information.
|
Price to Public |
Underwriting
Discount(1) |
Proceeds to
Us |
Notes Linked to: |
Total |
Per Note |
Total |
Per Note |
Total |
Per Note |
The Russell 2000® Index (“RTY”) |
$3,000,000.00 |
$10.00 |
$7,500.00 |
$0.025 |
$2,992,500.00 |
$9.975 |
(1) BNP Paribas
Securities Corp. (“BNP Paribas”), acting as agent for the Bank, will receive a commission of $0.025 (0.25%) per $10 principal
amount of the Notes. BNP Paribas 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” on page PS-15 of this pricing supplement.
BNP Paribas Securities Corp.
Additional Information
About the Notes |
You should read this pricing supplement together with the prospectus
dated September 5, 2023 (the “prospectus”), the prospectus supplement dated September 5, 2023 (the “prospectus
supplement”) and the Equity Index Underlying Supplement dated September 5, 2023 (the “underlying supplement”).
Information in this pricing supplement supersedes information in the underlying supplement, the prospectus supplement and the prospectus
to the extent it is different from that information. Certain terms used but not defined herein will have the meanings set forth in the
underlying supplement, the prospectus supplement or the prospectus.
You should rely only on the information contained in or incorporated
by reference in this pricing supplement and the accompanying underlying supplement, the prospectus supplement and the prospectus. This
pricing supplement may be used only for the purpose for which it has been prepared. No one is authorized to give information other than
that contained in this pricing supplement and the accompanying underlying supplement, the prospectus supplement and the prospectus, and
in the documents referred to in those documents and which are made available to the public. None of us, BNP Paribas or any of our respective
affiliates has 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.
None of us, BNP Paribas or any of our respective affiliates is 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 BNP Paribas, to subscribe for and purchase any
of the Notes and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such an offer
or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
References to “CIBC,” “the Issuer,” “the
Bank,” “we,” “us” and “our” in this pricing supplement are references to Canadian Imperial Bank
of Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires. References to “Index”
in the underlying supplement will be references to “Underlying.”
You may access the underlying supplement, the prospectus supplement
and the prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant
date on the SEC website):
|
|
¨ | Underlying
supplement dated September 5, 2023: |
|
| |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098170/tm2322483d89_424b5.htm
|
¨ | Prospectus
supplement dated September 5, 2023: |
|
| |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098166/tm2322483d94_424b5.htm
|
¨ | Prospectus
dated September 5, 2023: |
|
| |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098163/tm2325339d10_424b3.htm
The Notes may be suitable for you if:
| ¨ | You
fully understand the risks inherent in an investment in the Notes, including the risk of
loss of up to 100% of your principal. |
| ¨ | You
can tolerate a loss of up to 100% of your principal, and you are willing to make an investment
that may have downside market risk similar to the Underlying. |
| ¨ | You
believe that the Underlying Return will be greater than -8%, which corresponds to the Principal
Threshold, and you believe the Underlying Return is unlikely to be greater than the Maximum
Gain. |
| ¨ | You
understand and accept that your potential return is limited by the Maximum Gain. |
| ¨ | You
are willing and able to accept that the Initial Level will be the arithmetic average of the
Closing Levels of the Underlying over the Initial Valuation Period, and that the Initial
Level may be greater than the level of the Underlying at or near the Trade Date. |
| ¨ | You
are willing and able to accept that the Final Level will be the arithmetic average of the
Closing Levels of the Underlying over the Final Valuation Period, and that the Final Level
may be less than the level of the Underlying at or near maturity. |
| ¨ | You
understand and accept the risks associated with the Underlying. |
| ¨ | You
can tolerate fluctuations in the price of the Notes prior to maturity that may be similar
to or exceed the downside fluctuations in the level of the Underlying. |
| ¨ | You
are willing to hold the Notes to maturity and do not seek an investment for which there is
an active secondary market. |
| ¨ | You
are willing to accept the risk and return profile of the Notes versus a conventional debt
security with a comparable maturity issued by CIBC or another issuer with a similar credit
rating. |
| ¨ | You
do not seek current income from your investment and are willing to forgo dividends paid on
the stocks included in the Underlying. |
| ¨ | You
are willing to assume the credit risk of CIBC, as Issuer of the Notes, and understand that
if CIBC defaults on its obligations, you may not receive any amounts due to you, including
any repayment of principal. |
The Notes may not be suitable for you if:
| ¨ | You
do not fully understand the risks inherent in an investment in the Notes, including the risk
of loss of up to 100% of your principal. |
| ¨ | You
seek an investment that is designed to return your full principal amount at maturity. |
| ¨ | You
are not willing to make an investment in which you could lose up to 100% of your principal
amount and you are not willing to make an investment that may be exposed to similar downside
market risk as the Underlying. |
| ¨ | You
believe that the Underlying Return will be less than -8%, or more than the Maximum Gain. |
| ¨ | You
seek an investment that participates in the full appreciation in the Underlying or that has
unlimited return potential. |
| ¨ | You
are unwilling or unable to accept that the Initial Level will be the arithmetic average of
the Closing Levels of the Underlying over the Initial Valuation Period, or that the Initial
Level may be greater than the level of the Underlying at or near the Trade Date. |
| ¨ | You
are unwilling or unable to accept that the Final Level will be the arithmetic average of
the Closing Levels of the Underlying over the Final Valuation Period, or that the Final Level
may be less than the level of the Underlying at or near maturity. |
| ¨ | You
do not understand or accept the risks associated with the Underlying. |
| ¨ | You
cannot tolerate fluctuations in the price of the Notes prior to maturity that may be similar
to or exceed the downside fluctuations in the level of the Underlying. |
| ¨ | You
are unable or unwilling to hold the Notes to maturity and seek an investment for which there
will be an active secondary market. |
| ¨ | You
prefer the lower risk, and therefore accept the potentially lower returns, of conventional
debt securities with comparable maturities issued by CIBC or another issuer with a similar
credit rating. |
| ¨ | You
seek current income from your investment or prefer to receive the dividends paid on the stocks
included in the Underlying. |
| ¨ | You
are not willing or are unable to assume the credit risk of CIBC, as Issuer of the Notes,
including any repayment of principal. |
The suitability considerations identified above are not exhaustive.
Whether or not the Notes are a suitable investment for you will depend on your individual circumstances, and you should reach an investment
decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an
investment in the Notes in light of your particular circumstances. For more information about the Underlying, see “Information About
the Underlying” in this pricing supplement, and “Index Descriptions—The Russell Indices” beginning on page S-31
of the accompanying underlying supplement. You should also review carefully the “Key Risks” herein and the more detailed “Risk
Factors” beginning on page S-1 of the underlying supplement and beginning on page S-1 of the accompanying prospectus supplement.
Final
Terms |
Issuer: |
Canadian Imperial Bank of Commerce |
Principal Amount: |
$10.00 per Note (subject to a minimum investment of $1,000). |
Term: |
Approximately 5 years and 5 months |
Trade Date: |
March 4, 2024 |
Settlement Date: |
March 7, 2024 |
Maturity
Date1: |
August 14, 2029 |
Reference Asset: |
The Russell 2000® Index (Ticker: “RTY”) (the “Underlying”) |
Maximum Gain: |
83.85% |
Maximum Payment at Maturity: |
$18.385 per Note |
Upper Downside Threshold: |
97.00% of the Initial Level |
Principal Threshold: |
92.00% of the Initial Level |
Lower Downside Threshold: |
76.00% of the Initial Level |
Payment at Maturity (per $10 Note): |
You will receive a cash payment on the Maturity Date calculated as follows:
· If
the Underlying Return is greater than or equal to 43%:
$10 + ($10
× Maximum Gain)
· If
the Underlying Return is less than 43% but greater than or equal to -3%, which corresponds to the Upper Downside Threshold:
$10 + {$10
× [5.65% + (1.70 × (Underlying Return + 3%))]}
· If
the Underlying Return is less than -3% but greater than or equal to -8%, which corresponds to the Principal Threshold:
$10 + [$10
× 1.13 × (Underlying Return + 8%)]
· If
the Underlying Return is less than -8% but greater than or equal to -24%, which corresponds to the Lower Downside Threshold:
$10 + [$10
× 1.50 × (Underlying Return + 8%)]
In this case, you will lose
up to 24% of the principal amount at maturity.
· If
the Underlying Return is less than -24%:
$10 + ($10
× Underlying Return)
In this case, you will lose
1% of principal for every 1% that the Underlying Return is less than zero, and you will lose more than 24%, and possibly all, of the principal
amount at maturity. |
Underlying Return: |
Final Level – Initial Level
Initial Level |
Initial Level: |
The arithmetic average of the Closing Levels of the Underlying during the Initial Valuation Period. |
Final Level: |
The arithmetic average of the Closing Levels of the Underlying during the Final Valuation Period. |
Initial Valuation Period1: |
Each scheduled Trading Day from and including February 29, 2024 to and including the Initial Valuation Date, subject to adjustments as described in “Certain Terms of the Notes—Observation Periods—For Notes Where the Reference Asset Is a Single Index” in the underlying supplement. |
1 The
Initial Valuation Date, the Final Valuation Date and the Maturity Date are subject to postponement in the event of a Market Disruption
Event or non-trading day, as described under “Certain Terms of the Notes—Valuation Dates—For Notes Where the Reference
Asset Is a Single Index” and “—Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date”
in the accompanying underlying supplement.
Final Valuation Period1: |
Each scheduled Trading Day from and including May 10, 2029 to and including the Final Valuation Date, subject to adjustments as described in “Certain Terms of the Notes—Observation Periods—For Notes Where the Reference Asset Is a Single Index” in the underlying supplement. |
Calculation Agent: |
Canadian Imperial Bank of Commerce |
CUSIP/ISIN: |
13608P749 / US13608P7490 |
|
|
INVESTING IN THE NOTES INVOLVES
SIGNIFICANT RISKS. YOU MAY LOSE SOME OR ALL OF YOUR PRINCIPAL AMOUNT AT MATURITY. ANY PAYMENT ON THE NOTES, INCLUDING ANY REPAYMENT
OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF CIBC. IF CIBC WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE
ANY AMOUNTS OWED TO YOU UNDER THE NOTES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
|
The Initial Level, the Upper Downside
Threshold, the Principal Threshold and the Lower Downside Threshold are determined.
|
The Final Level and the Underlying Return are determined.
· If
the Underlying Return is greater than or equal to 43%, the Issuer will pay at maturity a cash payment per Note resulting in a return
equal to the Maximum Gain of 83.85%, calculated as follows:
$10 + ($10
× Maximum Gain)
· If
the Underlying Return is less than 43% but greater than or equal to -3%, which corresponds to the Upper Downside Threshold, the Issuer
will pay at maturity a cash payment per Note resulting in a return equal to the sum of (i) 5.65% and (ii) the product of (a) 1.70
times (b) the Underlying Return plus 3%, calculated as follows:
$10 + {$10
× [5.65% + (1.70 × (Underlying Return + 3%))]}
· If
the Underlying Return is less than -3% but greater than or equal to -8%, which corresponds to the Principal Threshold, the Issuer
will pay at maturity a cash payment per Note resulting in a return equal to the product of (a) 1.13 times (b) the Underlying
Return plus 8%, calculated as follows:
$10 + [$10
× 1.13 × (Underlying Return + 8%)]
· If
the Underlying Return is less than -8% but greater than or equal to -24%, which corresponds to the Lower Downside Threshold, the Issuer
will pay at maturity a cash payment per Note resulting in a return equal to the product of (a) 1.50 times (b) the Underlying
Return plus 8%, calculated as follows:
$10 + [$10
× 1.50 × (Underlying Return + 8%)]
In this case, you will lose
up to 24% of the principal amount at maturity.
· If
the Underlying Return is less than -24%, the Issuer will repay less than the full principal amount at maturity, resulting in a loss
of 1% of principal for every 1% that the Underlying Return is less than zero. Accordingly, the Payment at Maturity per Note would be calculated
as follows:
$10 + ($10
× Underlying Return)
In this case, you will lose
1% of principal for every 1% that the Underlying Return is less than zero, and you will lose more than 24%, and possibly all, of the principal
amount at maturity. |
An investment in the Notes involves significant risks. Some of the risks
that apply to the Notes are summarized here. However, CIBC urges you to read the more detailed explanation of risks relating to the Notes
in the “Risk Factors” section of the accompanying underlying supplement and the accompanying prospectus supplement. CIBC also
urges you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.
Structure Risks
¨ | Risk
of Loss at Maturity — The Notes differ from ordinary debt securities in that CIBC
will not necessarily pay the full principal amount of the Notes at maturity. CIBC will only
repay you at least the full principal amount of your Notes if the Final Level is equal to
or greater than the Principal Threshold. If the Final Level is less than the Principal Threshold
but greater than or equal to the Lower Downside Threshold, you will receive a negative return
equal to 150% of the sum of the Underlying Return and 8%. In such a case, you will lose up
to 24% of the principal amount. If the Final Level is less than the Lower Downside Threshold,
you will be exposed on a 1-to-1 basis to any decrease in the level of the Underlying from
the Initial Level. In such a case, you will lose more than 24%, and possibly all, of your
principal amount of the Notes. |
¨ | Limited
Return on the Notes — Your return on the Notes will be limited by the Maximum Gain,
regardless of any increase in the level of the Underlying, which may be significant. Therefore,
you will not benefit from any appreciation of the Underlying in excess of 43%, which will
result in a return on the Notes exceeds the Maximum Gain, and your return on the Notes may
be less than your return would be on a hypothetical direct investment in the Underlying or
in the stocks included in the Underlying. |
¨ | The
Initial Level of the Underlying Will Be Determined After the Trade Date of The Notes —
The Initial Level of the Underlying will be the arithmetic average of the Closing Level of
the Underlying on each scheduled Trading Day from and including February 29, 2024 to
and including the Initial Valuation Date, which occurs approximately 1.5 month after the
Trade Date. Therefore, the Initial Level may be greater than the Closing Level of the Underlying
on the Trade Date. Any appreciation of the Underlying over the Initial Valuation Period will
generally be unfavorable for you, because any increase in the Initial Level will increase
the Final Level that the Underlying must reach for you to receive a favorable return on the
Notes at maturity. Your return on the Notes may be less favorable than it would have been
if the Initial Level was determined on the Trade Date. |
¨ | The
Final Level of the Underlying Is Not Based on the Level of the Underlying at Any Time Other
Than the Final Valuation Period — The Final Level of the Underlying will be based
on the Closing Levels of the Underlying during the three-month Final Valuation Period. Therefore,
if the Closing Levels of the Underlying declined substantially during the Final Valuation
Period compared to the Initial 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 Levels
of the Underlying on dates other than the Final Valuation Period. Although the actual levels
of the Underlying at other times during the term of the Notes may be higher than its Closing
Levels during the Final Valuation Period, the payment on the Notes will not benefit from
the Closing Levels of the Underlying at any time other than the Final Valuation Period. In
addition, because the Final Level will be equal to the arithmetic average of the Closing
Levels of the Underlying on each scheduled Trading Day during the Final Valuation Period,
the Final Level may be less than the Closing Level of the Underlying on a single valuation
date. |
¨ | The
Leveraged Upside or the Contingent Downside Exposure to the Underlying Applies Only if You
Hold the Notes to Maturity — You should be willing to hold your Notes to maturity.
If you are able to sell your Notes prior to maturity in the secondary market, you will not
benefit from any leveraged upside participation in any increase in the level of the Underlying,
and you may have to sell them at a loss even if the level of the Underlying is above the
Upper Downside Threshold. |
¨ | No
Interest Payments — CIBC will not make any interest payments with respect to the
Notes. |
¨ | The
Notes Are Riskier than Securities with a Shorter Term — The Notes are relatively
long-dated. Therefore, many of the risks of the Notes are heightened as compared to notes
with a shorter term, as you will be subject to those risks for a longer period of time. In
addition, the value of a longer-dated note is typically less than the value of an otherwise
comparable note with a shorter term. |
Underlying Risks
¨ | The
Notes Are Subject to Small-Capitalization Risk — The Underlying tracks companies
that may be considered small-capitalization companies. These companies often have greater
stock price volatility, lower trading volume and less liquidity than large-capitalization
companies and therefore, the relevant index level 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 Underlying 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. All these factors may adversely affect the
level of the Underlying and consequently, the return on the Notes. |
¨ | Owning
the Notes Is Not the Same as Owning the Stocks Included in the Underlying — The return on your Notes may not reflect the
return you would realize if you actually owned the stocks included in the Underlying. As a holder of the Notes, you will not have voting
rights or rights to receive dividends or other distributions or other rights that holders of the stocks included in the |
Underlying would
have. Furthermore, the Underlying and the stocks included in the Underlying may appreciate substantially during the term of
your Notes, and you will not participate in such appreciation.
¨ | Changes
Affecting the Underlying May Adversely Affect the Level of the Underlying —
The policies of the Underlying sponsor concerning additions, deletions and substitutions
of the stocks included in the Underlying and the manner in which the Underlying sponsor takes
account of certain changes affecting those stocks included in the Underlying may adversely
affect the level of the Underlying. The policies of the Underlying sponsor with respect to
the calculation of the Underlying could also adversely affect the level of the Underlying.
The Underlying sponsor may discontinue or suspend calculation or dissemination of the Underlying.
Any such actions could have an adverse effect on the level of the Underlying and consequently,
the value of the Notes. |
Conflicts of Interest
¨ | Certain
Business, Trading and Hedging Activities of Us, the Agent, and Our Respective Affiliates
May Create Conflicts With Your Interests and Could Potentially Adversely Affect the
Value of the Notes — We, the agent, and our respective affiliates may engage in
trading and other business activities related to the Underlying or any securities included
in the Underlying that are not for your account or on your behalf. We, the agent, and our
respective affiliates also may issue or underwrite other financial instruments with returns
based upon the Underlying. These activities may present a conflict of interest between your
interest in the Notes and the interests that we, the agent, and our respective affiliates
may have in our or their proprietary accounts, in facilitating transactions, including block
trades, for our or their other customers, and in accounts under our or their management.
In addition, we, the agent, and our respective affiliates may publish research, express opinions
or provide recommendations that are inconsistent with investing in or holding the Notes,
and which may be revised at any time. Any such research, opinions or recommendations could
adversely affect the level of the Underlying, and therefore, the market value of the Notes.
These trading and other business activities, if they adversely affect the level of the Underlying
or secondary trading in your Notes, could be adverse to your interests as a beneficial owner
of the Notes. |
Moreover, we, the agent and our respective affiliates play
a variety of roles in connection with the issuance of the Notes, including hedging our obligations under the Notes and making the assumptions
and inputs used to determine the pricing of the Notes and the initial estimated value of the Notes when the terms of the Notes were set.
We expect to hedge our obligations under the Notes through the agent, one of our or its affiliates, and/or another unaffiliated counterparty,
which may include any dealer from which you purchase the Notes. Any of these hedging activities may adversely affect the level of the
Underlying and therefore the market value of the Notes and the amount you will receive, if any, on the Notes. In connection with such
activities, the economic interests of us, the agent, and our respective affiliates may be adverse to your interests as an investor in
the Notes. Any of these activities may adversely affect the value of the Notes. In addition, because hedging our obligations entails
risk and may be influenced by market forces beyond our control, this hedging activity may result in a profit that is more or less than
expected, or it may result in a loss. We, the agent, one or more of our respective affiliates or any unaffiliated counterparty will retain
any profits realized in hedging our obligations under the Notes even if investors do not receive a favorable investment return under
the terms of the Notes or in any secondary market transaction. Any profit in connection with such hedging activities will be in addition
to any other compensation that we, the agent, our respective affiliates or any unaffiliated counterparty receive for the sale of the
Notes, which creates an additional incentive to sell the Notes to you. We, the agent, our respective affiliates or any unaffiliated counterparty
will have no obligation to take, refrain from taking or cease taking any action with respect to these transactions based on the potential
effect on an investor in the Notes.
¨ | There
Are Potential Conflicts of Interest Between You and the Calculation Agent — The
calculation agent will determine, among other things, the amount of payment 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 has occurred during
the Initial Valuation Period or the Final Valuation Period. See “Certain Terms of the
Notes—Observation Periods—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, BNP Paribas or any of our respective affiliates will have any obligation to consider
your interests as a holder of the Notes in taking any action that might affect the value
of your Notes. |
Tax Risks
¨ | The
Tax Treatment of the Notes Is Uncertain — Significant aspects of the tax treatment
of the Notes are uncertain. You should consult your tax advisor about your own tax situation.
See “United States Federal Income Tax Considerations” and “Certain Canadian
Federal Income Tax Considerations” in this pricing supplement, “Material U.S.
Federal Income Tax Consequences” in the underlying supplement and “Material Income
Tax Consequences—Canadian Taxation” in the prospectus. |
General Risks
¨ | Payments
on the Notes Are Subject to Our Credit Risk, and Actual or Perceived Changes in Our Creditworthiness
Are Expected to Affect the Value of the Notes — The Notes are our senior unsecured
debt obligations and are not, either directly or indirectly, an obligation of any third party.
As further described in the accompanying prospectus and prospectus supplement, the Notes
will rank on par with all of our other unsecured and unsubordinated debt obligations, except
such obligations as may be preferred by operation of law. All payments to be made on the
Notes depend on our ability to satisfy our obligations as they come due. As a result, the
actual and perceived creditworthiness of us may affect the market value of the Notes and,
in the event we were to default on our obligations, you may not receive the amounts owed
to you under the terms of the Notes. If we default on our obligations under the Notes, your
investment would be at risk and you could lose some or all of your investment. See “Description
of Senior Debt Securities—Events of Default” in the accompanying prospectus. |
¨ | The
Notes Will Be Subject to Risks Under Canadian Bank Resolution Powers — Under Canadian
bank resolution powers, the CDIC may, in circumstances where the Bank has ceased, or is about
to cease, to be viable, assume temporary control or ownership of the Bank and may be granted
broad powers by one or more orders of the Governor in Council (Canada), each of which we
refer to as an “Order,” including the power to sell or dispose of all or a part
of the assets of the Bank, and the power to carry out or cause the Bank to carry out a transaction
or a series of transactions the purpose of which is to restructure the business of the Bank.
If the CDIC were to take action under the Canadian bank resolution powers with respect to
the Bank, this could result in holders or beneficial owners of the Notes being exposed to
losses. |
¨ | The
Bank’s Initial Estimated Value of the Notes 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” on page PS-15 of this pricing supplement. |
¨ | The
Bank’s Initial Estimated Value Does Not Represent Future Values of the Notes and May Differ
From Others’ Estimates — The Bank’s initial estimated value of the
Notes is only an estimate, which 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 level of the Underlying, 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”
on page PS-15 of 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”
on page PS-15 of this pricing supplement. |
¨ | If
the Agent Were to Repurchase Your Notes After the Settlement Date, the Price May Be
Higher Than the Then-Current Estimated Value of the Notes for a Limited Time Period —
While the agent may make markets in the Notes, it is under no obligation to do so and may
discontinue any market-making activities at any time without notice. The price that it makes
available from time to time after the Settlement Date at which it would be willing to repurchase
the Notes will generally reflect its estimate of their value. That estimated value will be
based upon a variety of factors, including then prevailing market conditions, our creditworthiness
and transaction costs. However, for a period of approximately 3 months after the Trade Date,
the price at which the agent 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 the agent would be willing to pay, and the difference between
that price and the agent’s estimate of the value of the Notes will decrease over time
until the end of this period. After this period, if the agent 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 the
agent would be willing to purchase the Notes at that time, and could be lower than the agent’s
price. |
¨ | Economic
and Market Factors May Adversely Affect the Terms and Market Price of the Notes Prior
to Maturity — Because structured notes, including the Notes, can be thought of
as having a debt and derivative component, factors that influence the values of debt instruments
and options and other derivatives will also affect the terms and features of the Notes at
issuance and the market price of the Notes prior to maturity. These factors include the level
of the Underlying; the volatility of the Underlying; the dividend rate paid on stocks included
in the Underlying; the time remaining to the maturity of the Notes; interest rates in the
markets in general; geopolitical conditions and economic, financial, political, regulatory,
judicial or other events; and the creditworthiness of CIBC. These and other factors are unpredictable
and interrelated and may offset or magnify each other. |
¨ | The
Notes Will Not Be Listed on Any Securities Exchange and We Do Not Expect a Trading Market
for the Notes to Develop — The Notes will not be listed on any securities exchange.
Although the agent and/or its affiliates intend to purchase the Notes from holders, they
are not obligated to do so and are not required to make a market for the Notes. There can
be no assurance that a secondary market will develop for the Notes. Because we do not expect
that any market makers will participate in a secondary market for the Notes, the price at
which you may be able to sell your Notes is likely to depend on the price, if any, at which
the agent and/or its affiliates are willing to buy your Notes. |
If a secondary market does exist, it may be limited. Accordingly,
there may be a limited number of buyers if you decide to sell your Notes prior to maturity. This may affect the price you receive upon
such sale. Consequently, you should be willing to hold the Notes to maturity.
Hypothetical
Scenario Analysis and Examples |
The scenario analysis and examples below are hypothetical and provided
for illustrative purposes only. They do not purport to be representative of every possible scenario concerning increases or decreases
in the level of the Underlying relative to the Initial Level. The hypothetical terms used below are not the actual terms. The actual
terms are indicated on the cover of this pricing supplement. We cannot predict the Final Level. You should not take the scenario analysis
and these examples as an indication or assurance of the expected performance of the Underlying. The numbers appearing in the examples
below may have been rounded for ease of analysis. The following scenario analysis and examples illustrate the Payment at Maturity per
$10.00 Note on a hypothetical offering of the Notes, based on the following terms:
Investment Term: |
Approximately 5 years and 5 months |
|
|
Maximum Gain: |
83.85% |
|
|
Hypothetical Initial Level: |
100.00 |
|
|
Hypothetical Upper Downside Threshold: |
97.00 (97.00% of the hypothetical Initial Level) |
|
|
Hypothetical Principal Threshold: |
92.00 (92.00% of the hypothetical Initial Level) |
|
|
Hypothetical Lower Downside Threshold: |
76.00 (76.00% of the hypothetical Initial Level) |
Scenario Analysis – Hypothetical
Payment at Maturity for each $10.00 principal amount of the Notes.
Hypothetical
Final
Level |
Hypothetical
Underlying
Return* |
Payment at
Maturity |
Return on
Notes
at
Maturity** |
220.00 |
120.00% |
$18.385 |
83.85% |
175.00 |
75.00% |
$18.385 |
83.85% |
143.00 |
43.00% |
$18.385 |
83.85% |
140.00 |
40.00% |
$17.875 |
78.75% |
135.00 |
35.00% |
$17.025 |
70.25% |
110.00 |
10.00% |
$12.775 |
27.75% |
100.00 |
0.00% |
$11.075 |
10.75% |
98.00 |
-2.00% |
$10.735 |
7.35% |
97.00 |
-3.00% |
$10.565 |
5.65% |
95.00 |
-5.00% |
$10.339 |
3.39% |
92.00 |
-8.00% |
$10.000 |
0.00% |
85.00 |
-15.00% |
$8.950 |
-10.50% |
80.00 |
-20.00% |
$8.200 |
-18.00% |
76.00 |
-24.00% |
$7.600 |
-24.00% |
50.00 |
-50.00% |
$5.000 |
-50.00% |
30.00 |
-70.00% |
$3.000 |
-70.00% |
10.00 |
-90.00% |
$1.000 |
-90.00% |
0.00 |
-100.00% |
$0.000 |
-100.00% |
* The Underlying Return excludes cash dividend payments
on the stocks included in the Underlying.
** This “Return on Notes” is the number,
expressed as a percentage, that results from comparing the Payment at Maturity per $10 principal amount of the Notes to the purchase price
of $10 per Note.
Example 1—The Final Level is 220.00, resulting in an Underlying
Return of 120.00%. In this example, the Final Level is greater than or equal to the Upper Downside Threshold, and the Payment at Maturity
will be equal to the lesser of:
(1) $10 + {$10 × [5.65% + (1.70 × (Underlying Return
+ 3%))]}
= $10 + {$10 × [5.65% + (1.70 × (120% + 3%))]}
= $31.475; and
(2) Maximum Payment at Maturity of $18.385
In this scenario, the Payment at Maturity of $31.475 is greater than
the Maximum Payment at Maturity. Therefore, the Payment at Maturity would be the Maximum Payment at Maturity of $18.385, resulting in
a return on the Notes of 83.85%, which is less than the Underlying Return. As a result, an investment in the Notes would underperform
a hypothetical alternative investment providing 1-to-1 exposure to the appreciation of the Underlying from the Initial Level without a
maximum return.
Example 2—The Final Level is 140.00, resulting in an Underlying
Return of 40.00%. In this example, the Final Level is greater than or equal to the Upper Downside Threshold.
Payment at Maturity = $10 + {$10 × [5.65% + (1.70 × (Underlying
Return + 3%))]}
= $10 + {$10 × [5.65% + (1.70 × (40% + 3%))]}
= $17.875, which is less than the Maximum Payment at Maturity.
In this scenario, the Final Level is greater than or equal to the Upper
Downside Threshold, and the return on the Notes would equal (i) 5.65% plus (ii) the product of (a) 170% and (b) the
amount by which the Underlying Return exceeds -3%. The Payment at Maturity would be $17.875, which is less than the Maximum Payment at
Maturity.
Example 3—The Final Level is 95.00, resulting in an Underlying
Return of -5.00%. In this example, the Final Level is less than the Upper Downside Threshold but greater than or equal to the Principal
Threshold.
Payment at Maturity = $10 + [$10 × 1.13 × (Underlying Return
+ 8%)]
= $10 + [$10 × 1.13 × (-5% + 8%)]
= $10.339
In this scenario, the Final Level is less than the Upper Downside Threshold
but greater than or equal to the Principal Threshold, and you would receive a positive return on the Notes equal to the product of (a) 1.13
and (b) the sum of the Underlying Return and 8%.
Example 4—The Final Level is 85.00, resulting in an Underlying
Return of -15.00%. In this example, the Final Level is less than the Principal Threshold but greater than or equal to the Lower Downside
Threshold.
Payment at Maturity = $10 + [$10 × 1.50 × (Underlying Return
+ 8%)]
= $10 + [$10 × 1.50 × (-15% + 8%)]
= $8.950
In this scenario, the Final Level is less than the Principal Threshold
but greater than or equal to the Lower Downside Threshold, and you would receive a negative return on the Notes equal to the product of
(a) 150% and (b) the sum of the Underlying Return and 8%.
Example 5—The Final Level is 50.00, resulting in an Underlying
Return of -50.00%. In this example, the Final Level is less than the Lower Downside Threshold.
Payment at Maturity = $10 + ($10 × Underlying Return)
= $10 + ($10 × -50.00%)
= $5.000
In this scenario, the Underlying has decreased from the Initial Level
to the Final Level by more than 24%. As a result, the return on the Notes in this scenario would be negative and you will lose 1% of the
principal amount of your Notes for every 1% by which the Underlying declines from the Initial Level.
Information
About the Underlying |
The Russell 2000® Index
The Russell 2000® Index is calculated, maintained and
published by FTSE Russell. The Underlying is designed to track the performance of the small capitalization segment of the U.S. equity
market. The Underlying is a subset of the Russell 3000® Index and represents approximately 10% of the total market capitalization
of that index. The Underlying 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 underlying supplement for additional information about the Underlying.
In addition, information about the Underlying may be obtained from other
sources, including, but not limited to, the index sponsor’s website (including information regarding the Underlying’s sector
weightings). We are not incorporating by reference into this pricing supplement the website or any material it includes. None of us, BNP
Paribas or any of our respective affiliates makes any representation that such publicly available information regarding the Underlying
is accurate or complete.
Historical Performance of the Underlying
The graph below illustrates the performance of the Underlying from January 1,
2019 to March 4, 2024, based on the daily Closing Levels as reported by Bloomberg L.P. (“Bloomberg”), without independent
verification. We have not conducted any independent review or due diligence of the publicly available information from Bloomberg. On March 4,
2024, the Closing Level of the Underlying was 2,074.309 (the “Hypothetical Initial Level”). The blue line indicates a hypothetical
Principal Threshold of 1,908.364, which is equal to 92.00% of the Hypothetical Initial Level. The
green line indicates a hypothetical Lower Downside Threshold of 1,576.475, which is equal to 76.00% of
the Hypothetical Initial Level. The actual Initial Level, Principal Threshold and Lower Downside Threshold will be determined when the
Initial Valuation Period expires. The historical performance of the Underlying should not be taken as an indication of its future
performance, and no assurances can be given as to the level of the Underlying at any time during the term of the Notes, including on any
day during the Initial Valuation Period or the Final Valuation Period. We cannot give you assurance that the performance of the Underlying
will result in the return of any of your investment.
Historical
Performance of the Underlying
Source: Bloomberg
United
States Federal Income Tax Considerations |
The following discussion is a brief summary of the material U.S. federal
income tax considerations relating to an investment in the Notes. The following summary is not complete and is both qualified and supplemented
by (although to the extent inconsistent supersedes) the discussion entitled “Material U.S. Federal Income Tax Consequences”
in the underlying supplement, which you should carefully review prior to investing in the Notes. Except with respect to the section below
under “Non-U.S. Holders,” it applies only to those U.S. Holders who are not excluded from the discussion of United States
Taxation in the accompanying prospectus.
The U.S. federal income tax considerations of your investment in the
Notes are uncertain. No statutory, judicial or administrative authority directly discusses how the Notes should be treated for U.S. federal
income tax purposes. In the opinion of our tax counsel, Mayer Brown LLP, it would generally be reasonable to treat the Notes as prepaid
derivative contracts. Pursuant to the terms of the Notes, you agree to treat the Notes in this manner for all U.S. federal income tax
purposes. If this treatment is respected, you should generally recognize capital gain or loss upon the sale, exchange, redemption or payment
upon maturity in an amount equal to the difference between the amount you receive in such transaction and the amount that you paid for
your Notes. Such gain or loss should generally be treated as long-term capital gain or loss if you have held your Notes for more than
one year.
The expected characterization of the Notes is not binding on the U.S.
Internal Revenue Service (the “IRS”) or the courts. It is possible that the IRS would seek to characterize the Notes in a
manner that results in tax consequences to you that are different from those described above or in the accompanying underlying supplement.
Such alternate treatment could include a requirement that a holder accrue ordinary income over the life of the Notes or treat all gain
or loss at maturity as ordinary gain or loss. For a more detailed discussion of certain alternative characterizations with respect to
the Notes and certain other considerations with respect to an investment in the Notes, you should consider the discussion set forth in
“Material U.S. Federal Income Tax Consequences” of the underlying supplement. We are not responsible for any adverse consequences
that you may experience as a result of any alternative characterization of the Notes for U.S. federal income tax or other tax purposes.
Non U.S.-Holders. A “dividend equivalent” payment
is treated as a dividend from sources within the United States and such payments generally would be subject to a 30% U.S. withholding
tax if paid to a Non-U.S. Holder. Under Treasury regulations, payments (including deemed payments) with respect to equity-linked instruments
(“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an
interest in an “underlying security,” which is generally any interest in an entity taxable as a corporation for U.S. federal
income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend. However, Internal Revenue
Service guidance provides that withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments
and that are issued before January 1, 2025. We expect that the delta of the Notes will not be one, and therefore, we expect that
Non-U.S. Holder should not be subject to withholding on dividend equivalent payments, if any, under the Notes. However, it is possible
that the Notes could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain events affecting
the Underlying or the Notes, and following such occurrence the Notes could be treated as subject to withholding on dividend equivalent
payments. Non-U.S. Holders that enter, or have entered, into other transactions in respect of the Underlying or the Notes should consult
their tax advisors as to the application of the dividend equivalent withholding tax in the context of the Notes and their other transactions.
If any payments are treated as dividend equivalents subject to withholding, we (or the applicable paying agent) would be entitled to withhold
taxes without being required to pay any additional amounts with respect to amounts so withheld.
Please see the discussion under the section entitled “Material
U.S. Federal Income Tax Consequences” in the underlying supplement for a further discussion of the U.S. federal income tax consequences
of an investment in the Notes. You should consult your tax advisor as to the tax consequences of such characterization and any possible
alternative characterizations of the Notes for U.S. federal income tax purposes. You should also consult your tax advisor concerning the
U.S. federal income tax and other tax consequences of your investment in the Notes in your particular circumstances, including the application
of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
Certain
Canadian Federal Income Tax Considerations |
In the opinion of Blake, Cassels & Graydon LLP, our Canadian
tax counsel, the following summary describes the principal Canadian federal income tax considerations under the Income Tax Act (Canada)
and the regulations thereto (the “Canadian Tax Act”) generally applicable at the date hereof to a purchaser who acquires beneficial
ownership of a Note pursuant to this pricing supplement and who for the purposes of the Canadian Tax Act and at all relevant times: (a) is
neither resident nor deemed to be resident in Canada; (b) deals at arm’s length with 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 or any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of, loans or otherwise
transfers the Note is a “specified entity”, and is not a “specified entity” in respect of such a transferee, in
each case, for purposes of the Hybrid Mismatch Proposals, as defined below (a “Non-Resident Holder”). Special rules which
apply to non-resident insurers carrying on business in Canada and elsewhere are not discussed in this summary.
This summary assumes that no amount paid or payable
to a holder described herein will be the deduction component of a “hybrid mismatch arrangement” under which the payment arises
within the meaning of proposed paragraph 18.4(3)(b) of the Canadian Tax Act contained in the revised proposals with respect to “hybrid
mismatch arrangements” included in the proposals to amend the Canadian Tax Act released by the Minister of Finance (Canada) on November 28,
2023 (the “Hybrid Mismatch Proposals”). Investors should note that the Hybrid Mismatch Proposals are in draft form, are highly
complex, and there remains significant uncertainty as to their interpretation and application. There can be no assurance that the Hybrid
Mismatch Proposals will be enacted in their current form, or at all.
This summary is supplemental to and should be read together with the
description of material Canadian federal income tax considerations relevant to a Non-Resident Holder owning Notes under “Material
Income Tax Consequences — Canadian Taxation” in the accompanying prospectus and a Non-Resident Holder should carefully read
that description as well.
This summary is of a general nature only and is
not intended to be, nor should it be construed to be, legal or tax advice to any particular Non-Resident Holder. Non-Resident Holders
are advised to consult with their own tax advisors with respect to their particular circumstances.
Based on Canadian tax counsel’s understanding
of the Canada Revenue Agency’s administrative policies, and having regard to the terms of the Notes, interest payable on the Notes
should not be considered to be “participating debt interest” as defined in the Canadian Tax Act and accordingly, a Non-Resident
Holder should not be subject to Canadian non-resident withholding tax in respect of amounts paid or credited or deemed to have been paid
or credited by 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 |
BNP Paribas 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. BNP Paribas or other registered broker-dealers will offer the Notes at the price to public
set forth on the cover page of this pricing supplement. BNP Paribas may receive a commission of $0.025 (0.25%) per $10 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 99.75% 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 0.25% of the principal amount of the Notes.
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 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, BNP Paribas or any of its affiliates may use this pricing supplement in market-making transactions in any Notes after their
initial sale. Any use of this pricing supplement by BNP Paribas in market-making transactions after the initial sale of the Notes will
be solely for the purpose of providing investors with the description of the terms of Notes that were made available to investors in connection
with the initial distribution of the Notes. Unless BNP Paribas or we inform you otherwise in the confirmation of sale, this pricing supplement
is being used by BNP Paribas or one or more of its affiliates in a market-making transaction.
While BNP Paribas or one or more of its affiliates may make markets in
the Notes, it is under no obligation to do so and may discontinue any market-making activities at any time without notice. See the section
titled “Supplemental Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement.
The price at which you purchase the Notes includes costs that the Bank
or its affiliates expect to incur and profits that the Bank or its affiliates expect to realize in connection with hedging activities
related to the Notes. These costs and profits will likely reduce the secondary market price, if any secondary market develops, for the
Notes. As a result, you may experience an immediate and substantial decline in the market value of your Notes on the Settlement Date.
The
Bank’s Estimated Value of the Notes |
The Bank’s initial estimated value of the Notes set forth on the
cover of this pricing supplement is equal to the sum of the values of the following hypothetical components: (1) a fixed-income debt
component with the same maturity as the Notes, valued using our internal funding rate for structured debt described below, and (2) the
derivative or derivatives underlying the economic terms of the Notes. The Bank’s initial estimated value does not represent a minimum
price at which the agent or any other person would be willing to buy your Notes in any secondary market (if any exists) at any time. The
internal funding rate used in the determination of the Bank’s initial estimated value generally represents a discount from the credit
spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the Notes
as well as the higher issuance, operational and ongoing liability management costs of the Notes in comparison to those costs for our conventional
fixed-rate debt. For additional information, see “Key Risks—The Bank’s Initial Estimated Value of the Notes 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 “Key Risks—The Bank’s Initial Estimated Value Does Not Represent Future Values of the Notes and May Differ
From Others’ Estimates” in this pricing supplement.
The Bank’s initial estimated value of the Notes 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 the agent 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 “Key Risks—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.
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 6, 2023, which has been filed as Exhibit 5.2 to the Bank’s Registration Statement on
Form F-3 filed with the SEC on June 6, 2023.
In the opinion of Mayer Brown LLP, when the Notes have been duly completed
in accordance with the indenture and issued and sold as contemplated by this 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 6, 2023, which has been filed as Exhibit 5.1 to the Bank’s Registration
Statement on Form F-3 filed with the SEC on June 6, 2023.
Exhibit 107.1
The pricing supplement to which this Exhibit is attached is a final
prospectus for the related offering(s). The maximum aggregate offering price of the related offering(s) is $3,000,000.
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