|
Subject
to Completion
Preliminary
Term Sheet
dated
September 27, 2024
|
Filed
Pursuant to Rule 433
Registration Statement No. 333-272447
(To Prospectus dated September 5, 2023,
Prospectus Supplement dated September 5, 2023 and
Product Supplement EQUITY LIRN-1 dated September 5, 2023) |
Units
$10 principal amount per unit
CUSIP No.
|
Pricing
Date*
Settlement Date*
Maturity Date* |
October
, 2024
October
, 2024
October
, 2029 |
*Subject
to change based on the actual date the notes are priced for initial sale to the public (the “pricing date”) |
|
|
|
|
Capped
Leveraged Notes with Absolute Return Buffer Linked to the S&P 500® Index
· Maturity
of approximately 5 years
· [1.01 to 1.21]-to-1 upside exposure to increases in
the Index, subject to a capped return of 60.00%
· A
positive return equal to the absolute value of the percentage decline in the level of the Index only if the Index does not decline
by more than 15.00% (e.g., if the negative return of the Index is -5%, you will receive a positive return of +5%)
· 1-to-1
downside exposure to decreases in the Index beyond a 15.00% decline, with up to 85.00% of your principal at risk
· All
payments occur at maturity and are subject to the credit risk of Canadian Imperial Bank of Commerce
· No
periodic interest payments
· In
addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per unit. See “Structuring
the Notes”
· Limited
secondary market liquidity, with no exchange listing
· The
notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed
by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United
States, Canada, or any other jurisdiction
|
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The notes
are being issued by Canadian Imperial Bank of Commerce (“CIBC”). There are important differences between the notes and a
conventional debt security, including different investment risks and certain additional costs. See “Risk Factors” beginning
on page TS-6 of this term sheet and beginning on page PS-7 of product supplement EQUITY LIRN-1.
The initial
estimated value of the notes as of the pricing date is expected to be between $9.15 and $9.58
per unit, which is less than the public offering price listed below. See “Summary”
on the following page, “Risk Factors” beginning on page TS-6 of this term sheet and “Structuring the Notes” on
page TS-13 of this term sheet for additional information. The actual value of your notes at any time will reflect many factors and cannot
be predicted with accuracy.
None of the
Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved
or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation
to the contrary is a criminal offense.
|
Per
Unit |
Total |
Public offering price(1) |
$ 10.00 |
$ |
Underwriting discount(1) |
$ 0.25 |
$ |
Proceeds, before expenses,
to CIBC |
$ 9.75 |
$ |
| (1) | For
any purchase of 300,000 units or more in a single transaction by an individual investor or
in combined transactions with the investor's household in this offering, the public offering
price and the underwriting discount will be $9.95 per unit and $0.20 per unit, respectively.
See “Supplement to the Plan of Distribution” below. |
The
notes:
Are
Not FDIC Insured |
Are
Not Bank Guaranteed |
May
Lose Value |
BofA
Securities
October
, 2024
Capped
Leveraged Notes with Absolute Return Buffer
Linked
to the S&P 500® Index, due October , 2029 |
|
Summary
The
Capped Leveraged Notes with Absolute Return Buffer Linked to the S&P 500® Index, due October ,
2029 (the “notes”) are our senior unsecured
debt securities. The notes are not guaranteed or insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance
Corporation or any other governmental agency of the United States, Canada or any other jurisdiction or secured by collateral. The notes
are not bail-inable debt securities (as defined on page 6 of the prospectus). The notes will rank equally with all of our other unsecured
and unsubordinated debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of CIBC.
The notes provide you a [1.01 to 1.21]:1 return, subject to a cap, if the Ending Value of the Market Measure, which is the S&P
500® Index (the “Index”), is greater than the Starting Value. If the Ending Value is equal to or less than
the Starting Value but greater than or equal to the Threshold Value, you will receive a positive return equal to the absolute value of
the percentage decline in the Index from the Starting Value to the Ending Value (e.g., if the negative return of the Index is -5%, you
will receive a positive return of +5%). If the Ending Value is less than the Threshold Value, you will lose a portion, which could be
significant, of the principal amount of your notes. Any payments on the notes will be calculated based on the $10 principal amount per
unit and will depend on the performance of the Index, subject to our credit risk. See “Terms of the Notes” below.
The economic
terms of the notes (including the Participation Rate) are based on our internal funding rate, which is the rate we would pay to borrow
funds through the issuance of market-linked notes, and the economic terms of certain related hedging arrangements. Our internal funding
rate is typically lower than the rate we would pay when we issue conventional fixed rate debt securities. This difference in funding
rate, as well as the underwriting discount and the hedging-related charge and certain service fee described below, will reduce the economic
terms of the notes to you and the initial estimated value of the notes on the pricing date. Due to these factors, the public offering
price you pay to purchase the notes will be greater than the initial estimated value of the notes.
On the cover
page of this term sheet, we have provided the initial estimated value range for the notes. This initial estimated value range was determined
based on our pricing models. The initial estimated value as of the pricing date will be based on our internal funding rate on the pricing
date, market conditions and other relevant factors existing at that time, and our assumptions about market parameters. For more information
about the initial estimated value and the structuring of the notes, see “Structuring the Notes” on page TS-13.
Terms of the Notes |
Redemption Amount Determination |
Issuer: |
Canadian
Imperial Bank of Commerce (“CIBC”) |
Notwithstanding
anything to the contrary in the accompanying product supplement, the Redemption Amount will be determined as set forth in this term
sheet. On the maturity date, you will receive a cash payment per unit determined as follows: |
Principal
Amount: |
$10.00 per unit |
|
Term: |
Approximately 5 years |
Market
Measure: |
The S&P 500®
Index (Bloomberg symbol: “SPX”), a price return index. |
Starting
Value: |
The closing level of the
Market Measure on the pricing date. |
Ending
Value: |
The average of the closing
levels of the Market Measure on each calculation day occurring during the Maturity Valuation Period. The scheduled calculation days
are subject to postponement in the event of Market Disruption Events, as described beginning on page PS-24 of product supplement
EQUITY LIRN-1. |
Threshold
Value: |
85% of the Starting Value,
rounded to two decimal places. |
Participation
Rate: |
[101.00% to 121.00%],
to be determined on the pricing date. |
Capped
Value: |
$16.00 per unit, which
represents a return of 60% over the principal amount. |
Maturity
Valuation Period: |
Five scheduled calculation
days shortly before the maturity date. |
Fees
and Charges: |
The underwriting discount
of $0.25 per unit listed on the cover page and the hedging-related charge of $0.075 per unit described in “Structuring the
Notes” on page TS-13. |
Calculation
Agent: |
BofA Securities, Inc. (“BofAS”) |
Capped Leveraged Notes with Absolute Return Buffer | TS-2 |
Capped
Leveraged Notes with Absolute Return Buffer
Linked
to the S&P 500® Index, due October , 2029 |
|
The terms and
risks of the notes are contained in this term sheet and in the following:
§ | Prospectus
supplement dated September 5, 2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098166/tm2322483d94_424b5.htm
These documents
(together, the “Note Prospectus”) have been filed as part of a registration statement with the SEC, which may, without cost,
be accessed on the SEC website as indicated above or obtained from Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”)
or BofAS by calling 1-800-294-1322. Before you invest, you should read the Note Prospectus, including this term sheet, for information
about us and this offering. Any prior or contemporaneous oral statements and any other written materials you may have received are superseded
by the Note Prospectus.
Capitalized
terms used but not defined in this term sheet have the meanings set forth in product supplement EQUITY LIRN-1. Unless otherwise indicated
or unless the context requires otherwise, all references in this document to “we,” “us,” “our,” or
similar references are to CIBC.
To the extent
the determination of the Redemption Amount and other terms described in this term sheet are inconsistent with those described in the
accompanying product supplement, prospectus supplement or prospectus, the determination of the Redemption Amount and other terms described
in this term sheet shall control.
Investor
Considerations
You may wish
to consider an investment in the notes if:
· | You
anticipate that the Index will either increase moderately from the Starting Value to the
Ending Value or decrease from the Starting Value to an Ending Value that is at or above the
Threshold Value. |
| |
· | You
are willing to risk a substantial loss of principal if the Index decreases from the Starting
Value to an Ending Value that is below the Threshold Value. |
| |
· | You
accept that the return on the notes will be capped. |
| |
· | You
are willing to forgo the interest payments that are paid on conventional interest bearing
debt securities. |
| |
· | You
are willing to forgo dividends or other benefits of owning the stocks included in the Index. |
| |
· | You
are willing to accept a limited or no market for sales prior to maturity, and understand
that the market prices for the notes, if any, will be affected by various factors, including
our actual and perceived creditworthiness, our internal funding rate and fees and charges
on the notes. |
| |
· | You
are willing to assume our credit risk, as issuer of the notes, for all payments under the
notes, including the Redemption Amount. |
The notes
may not be an appropriate investment for you if:
· | You
believe that the Index will decrease from the Starting Value to an Ending Value that is below
the Threshold Value or that it will not increase sufficiently over the term of the notes
to provide you with your desired return. |
| |
· | You
seek 100% principal repayment or preservation of capital. |
| |
· | You
seek an uncapped return on your investment. |
| |
· | You
seek interest payments or other current income on your investment. |
| |
· | You
want to receive dividends or other distributions paid on the stocks included in the Index. |
| |
· | You
seek an investment for which there will be a liquid secondary market. |
| |
· | You
are unwilling or are unable to take market risk on the notes or to take our credit risk as
issuer of the notes. |
We urge you
to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
Capped Leveraged Notes with Absolute Return Buffer | TS-3 |
Capped
Leveraged Notes with Absolute Return Buffer
Linked
to the S&P 500® Index, due October , 2029 |
|
Hypothetical
Payout Profile and Examples of Payments at Maturity
The graph below
is based on hypothetical numbers and values.
Capped
Leveraged Notes with Absolute Return Buffer
|
This
graph reflects the returns on the notes, based on a hypothetical Participation Rate of 111.00% (the midpoint of the Participation
Rate range of [101.00% to 121.00%]), the Threshold Value of 85.00% of the Starting Value, and the Capped Value of $16.00 per unit.
The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in the stocks
included in the Index, excluding dividends.
This
graph has been prepared for purposes of illustration only.
|
The following
table and examples are for purposes of illustration only. They are based on hypothetical values and show hypothetical returns
on the notes. They illustrate the calculation of the Redemption Amount and total rate of return based on a hypothetical Starting Value
of 100.00, a hypothetical Threshold Value of 85.00, a hypothetical Participation Rate of 111.00% , the Capped Value of $16.00 per unit
and a range of hypothetical Ending Values. The actual amount you receive and the resulting total rate of return will depend on the
actual Starting Value, Threshold Value, Participation Rate and Ending Value, and whether you hold the notes to maturity. The following
examples do not take into account any tax consequences from investing in the notes.
For recent actual
levels of the Market Measure, see “The Index” section below. The Index is a price return index and as such the Ending Value
will not include any income generated by dividends paid on the stocks included in the Index, which you would otherwise be entitled to
receive if you invested in those stocks directly. In addition, all payments on the notes are subject to issuer credit risk.
Ending
Value |
|
Percentage
Change from the
Starting Value to the Ending Value |
|
Redemption
Amount
per Unit(1) |
|
Total
Rate of Return on the
Notes |
0.00 |
|
-100.00% |
|
$1.50 |
|
-85.00% |
50.00 |
|
-50.00% |
|
$6.50 |
|
-35.00% |
70.00 |
|
-30.00% |
|
$8.50 |
|
-15.00% |
80.00 |
|
-20.00% |
|
$9.50 |
|
-5.00% |
85.00(2) |
|
-15.00% |
|
$11.50 |
|
15.00% |
95.00 |
|
-5.00% |
|
$10.50 |
|
5.00% |
100.00(3) |
|
0.00% |
|
$10.00 |
|
0.00% |
110.00 |
|
10.00% |
|
$11.11 |
|
11.10% |
120.00 |
|
20.00% |
|
$12.22 |
|
22.20% |
140.00 |
|
40.00% |
|
$14.44 |
|
44.40% |
154.06 |
|
54.06% |
|
$16.00(4) |
|
60.00% |
160.00 |
|
60.00% |
|
$16.00 |
|
60.00% |
180.00 |
|
80.00% |
|
$16.00 |
|
60.00% |
200.00 |
|
100.00% |
|
$16.00 |
|
60.00% |
(1) | The Redemption Amount per unit is based on
the hypothetical Participation Rate of 111.00%. |
(2) | This is the hypothetical Threshold
Value. |
(3) | The hypothetical Starting Value of
100.00 used in these examples has been chosen for illustrative purposes only, and does not represent
a likely actual Starting Value for the Market Measure. |
(4) | Any positive return
based on the appreciation of the Index cannot exceed the return represented by the Capped Value. |
Capped Leveraged Notes with Absolute Return Buffer | TS-4 |
Capped
Leveraged Notes with Absolute Return Buffer
Linked
to the S&P 500® Index, due October , 2029 |
|
Redemption
Amount Calculation Examples
Example
1 |
The
Ending Value is 50.00, or 50.00% of the Starting Value: |
Starting
Value: 100.00 |
Threshold
Value: 85.00 |
Ending
Value: 50.00 |
|
Redemption
Amount per unit |
Example
2 |
|
The
Ending Value is 95.00, or 95.00% of the Starting Value: |
|
Starting
Value: 100.00 |
|
Threshold
Value: 85.00 |
|
Ending
Value: 95.00 |
|
|
Redemption
Amount per unit. Since the Ending Value is less than the Starting Value but equal to or greater than the Threshold Value, the Redemption
Amount for the notes will be the principal amount plus a positive return equal to the absolute value of the negative return of the
Index.
|
|
|
|
Example
3 |
The
Ending Value is 110.00, or 110.00% of the Starting Value: |
Starting
Value: 100.00 |
Ending
Value: 110.00 |
$11.11 Redemption Amount per unit. |
Example
4 |
The
Ending Value is 180.00, or 180.00% of the Starting Value: |
Starting
Value: 100.00 |
Ending
Value: 180.00 |
|
=
$18.88, however, because the Redemption Amount for the notes cannot exceed the Capped Value, the Redemption Amount will be $16.00
per unit |
|
Capped Leveraged Notes with Absolute Return Buffer | TS-5 |
Capped
Leveraged Notes with Absolute Return Buffer
Linked
to the S&P 500® Index, due October , 2029 |
|
Risk
Factors
There are
important differences between the notes and a conventional debt security. An investment in the notes involves significant risks, including
those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the “Risk Factors”
sections beginning on page PS-7 of product supplement EQUITY LIRN-1, page S-1 of the prospectus supplement, and page 1 of the prospectus
identified above. We also urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
Structure-related
Risks
| § | Depending
on the performance of the Index as measured shortly before the maturity date, you may lose
up to 85.00% of the principal amount. |
| § | Any
positive return on the notes is limited. The notes provide for a positive return if the level
of the Index increases or does not decrease by more than 15.00%. However, any positive return
on the notes based on the appreciation of the Index will be limited to the return represented
by the Capped Value. In addition, the absolute value return feature applies only if the Ending
Value is less than the Starting Value but greater than or equal to the Threshold Value. Because
the Threshold Value will be 85.00% of the Starting Value, any positive return due to the
depreciation of the Index will be limited to 15.00%. Any decline in the Ending Value from
the Starting Value by more than 15.00% will result in a loss, rather than a positive return,
on the notes. |
| § | Your
return on the notes may be less than the yield you could earn by owning a conventional fixed
or floating rate debt security of comparable maturity. |
| § | Your
investment return may be less than a comparable investment directly in the stocks included
in the Index. |
| § | 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. If we become insolvent or are unable to pay
our obligations, you may lose your entire investment. |
Valuation-
and Market-related Risks
| § | Our
initial estimated value of the notes will be lower than the public offering price of the
notes. The public offering price of the notes will exceed our initial estimated value because
costs associated with selling and structuring the notes, as well as hedging the notes, all
as further described in “Structuring the Notes” on page TS-13, are included in
the public offering price of the notes. |
| § | Our
initial estimated value does not represent future values of the notes and may differ from
others’ estimates. Our initial estimated value is only an estimate, which will be determined
by reference to our internal pricing models when the terms of the notes are set. This estimated
value will be based on market conditions and other relevant factors existing at that time,
our internal funding rate on the pricing date and our 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 our initial estimated value. In addition, market conditions and other relevant
factors in the future may change, and any assumptions may prove to be incorrect. On future
dates, the market value of the notes could change significantly based on, among other things,
changes in market conditions, including the level of the Index, our creditworthiness, interest
rate movements and other relevant factors, which may impact the price at which MLPF&S,
BofAS or any other party would be willing to buy notes from you in any secondary market transactions.
Our estimated value does not represent a minimum price at which MLPF&S, BofAS or any
other party would be willing to buy your notes in any secondary market (if any exists) at
any time. |
| § | Our
initial estimated value of the notes will not be determined by reference to credit spreads
for our conventional fixed-rate debt. The internal funding rate to be used in the determination
of our 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 we were to use the interest rate implied by our conventional fixed-rate
debt, we would expect the economic terms of the notes to be more favorable to you. Consequently,
our use of an internal funding rate for market-linked notes would have an adverse effect
on the economic terms of the notes, the initial estimated value of the notes on the pricing
date, and any secondary market prices of the notes. |
| § | A
trading market is not expected to develop for the notes. None of us, MLPF&S or BofAS
is obligated to make a market for, or to repurchase, the notes. There is no assurance that
any party will be willing to purchase your notes at any price in any secondary market. |
Conflict-related
Risks
| § | Our
business, hedging and trading activities, and those of MLPF&S, BofAS and our respective
affiliates (including trades in shares of companies included in the Index), and any hedging
and trading activities we, MLPF&S, BofAS or our respective affiliates engage in for our
clients’ accounts, may affect the market value and return of the notes and may create
conflicts of interest with you. |
| § | There
may be potential conflicts of interest involving the calculation agent, which is BofAS. We
have the right to appoint and remove the calculation agent. |
Capped Leveraged Notes with Absolute Return Buffer | TS-6 |
Capped
Leveraged Notes with Absolute Return Buffer
Linked
to the S&P 500® Index, due October , 2029 |
|
Market
Measure-related Risks
| § | The
Index sponsor may adjust the Index in a way that affects its level, and has no obligation
to consider your interests. |
| § | As
a noteholder, you will have no rights of a holder of the securities represented by the Index,
and you will not be entitled to receive securities, dividends or other distributions by the
issuers of those securities. |
| § | While
we, MLPF&S, BofAS or our respective affiliates may from time to time own securities of
companies included in the Index, except to the extent that the common stock of Bank of America
Corporation (the parent company of MLPF&S and BofAS) is included in the Index, we, MLPF&S,
BofAS and our respective affiliates do not control any company included in the Index, and
have not verified any disclosure made by any other company. |
Tax-related
Risks
| § | The
U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a
holder of the notes. See “Summary of U.S. Federal Income Tax Consequences” below
and “U.S. Federal Income Tax Summary” beginning on page PS-39 of product supplement
EQUITY LIRN-1. For a discussion of the Canadian federal income tax consequences of investing
in the notes, see “Material Income Tax Consequences—Canadian Taxation”
in the prospectus, as supplemented by the discussion under “Summary of Canadian Federal
Income Tax Considerations” herein. |
Capped Leveraged Notes with Absolute Return Buffer | TS-7 |
Capped
Leveraged Notes with Absolute Return Buffer
Linked
to the S&P 500® Index, due October , 2029 |
|
The
Index
All disclosures
contained in this term sheet regarding the Index, including, without limitation, its make-up, method of calculation, and changes in its
components, have been derived from publicly available sources, which we have not independently verified. The information reflects the
policies of, and is subject to change by, S&P Dow Jones Indices LLC (the “Index sponsor” or “SPDJI”). The
Index sponsor, which licenses the copyright and all other rights to the Index, has no obligation to continue to publish, and may discontinue
publication of, the Index. The consequences of the Index sponsor discontinuing publication of the Index are discussed in the section
entitled “Description of LIRNs—Discontinuance of an Index” beginning on page PS-26 of product supplement EQUITY LIRN-1.
None of us, the calculation agent, MLPF&S or BofAS accepts any responsibility for the calculation, maintenance or publication of
the Index or any successor index.
General
The Index consists
of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. The Index is one of the multiple
indices published by SPDJI (the “the S&P U.S. Indices”). The Index is reported by Bloomberg L.P. under the ticker symbol
“SPX.”
Composition
of the S&P U.S. Indices
Securities must
meet the following eligibility factors to be considered eligible for inclusion in the S&P U.S. Indices. Constituent selection is
at the discretion of the SPDJI’s U.S. index committee (the “Index Committee”) and is based on the eligibility criteria.
Changes to the
S&P U.S. Indices are made as needed, with no scheduled reconstitution. Rather, changes in response to corporate actions and market
developments can be made at any time. Constituent changes are typically announced two to five days before they are scheduled to be implemented.
Additions to
the S&P U.S. Indices are evaluated based on the following eligibility criteria:
| · | Domicile.
Only common stocks of U.S. companies are eligible. For index purposes, a U.S. company has
the following characteristics: |
| § | satisfies
the periodic reporting obligations imposed by the Exchange Act by filing forms for domestic
issuers, such as, but not limited to, Form 10-K annual reports, Form 10-Q quarterly reports,
and Form 8-K current reports; |
| § | the
U.S. portion of fixed assets and revenues constitutes a plurality of the total, but need
not exceed 50%. When these factors are in conflict, fixed assets determine plurality. Revenue
determines plurality when there is incomplete asset information. Geographic information for
revenue and fixed asset allocations are determined by the company as reported in its annual
filings. If this criteria is not met or is ambiguous, SPDJI may still deem the company to
be a U.S. company for index purposes if its primary listing, headquarters and incorporation
are all in the United States and/or “a domicile of convenience” (Bermuda, Channel
Islands, Gibraltar, islands in the Caribbean, Isle of Man, Luxembourg, Liberia or Panama);
and |
| § | the
primary listing is on an eligible U.S. exchange. |
In situations
where the only factor suggesting that a company is not a U.S. company is its tax registration in a “domicile of convenience”
or another location chosen for tax-related reasons, SPDJI normally determines that the company is still a U.S. company. The final determination
of domicile eligibility is made by the Index Committee, which can consider other factors including, but not limited to, operational headquarters
location, ownership information, location of officers, directors and employees, investor perception and other factors deemed to be relevant.
| · | Exchange
Listing. A primary listing on one of the following U.S. exchanges is required: NYSE,
NYSE Arca, NYSE American, Nasdaq Global Select Market, Nasdaq Select Market, Nasdaq Capital
Market, Cboe BZX, Cboe BYX, Cboe EDGA or Cboe EDGX exchanges. Ineligible exchanges include
the OTC Bulletin Board and Pink Sheets. |
| · | Organizational
Structure and Share Type. Eligible organizational structures and share types are corporations
(including equity and mortgage REITS) and common stock (i.e., shares). Ineligible organizational
structures and share types include business development companies, limited partnerships,
master limited partnerships, limited liability companies, closed-end funds, exchange-traded
funds, exchange-traded notes, royalty trusts, special purpose acquisition companies, preferred
and convertible preferred stock, unit trusts, equity warrants, convertible bonds, investment
trusts, rights, American Depositary Receipts and tracking stocks. |
| · | Market
Capitalization. The unadjusted company market capitalization should be within a specified
range. Such ranges are reviewed quarterly and updated as needed to ensure they reflect current
market conditions. For spin-offs, S&P U.S. Index membership eligibility is determined
using when-issued prices, if available. |
| · | Liquidity.
Using composite pricing and volume, the ratio of annual dollar value traded (defined as average
closing price over the period multiplied by historical volume over the last 365 calendar
days) to float-adjusted market capitalization should be at least 0.10, and the stock should
trade a minimum of 250,000 shares in each of the six months leading up to the evaluation
date. |
Capped Leveraged Notes with Absolute Return Buffer | TS-8 |
Capped
Leveraged Notes with Absolute Return Buffer
Linked
to the S&P 500® Index, due October , 2029 |
|
| · | IWF.
The IWF for each company represents the portion of the total shares outstanding that are
considered part of the public float for purposes of the S&P U.S. Indices. An IWF of at
least 0.10 is required. |
| · | Financial
Viability. The sum of the most recent four consecutive quarters’ Generally Accepted
Accounting Principles (GAAP) earnings (net income excluding discontinued operations) should
be positive as should the most recent quarter. For REITs, financial viability is based on
GAAP earnings and/or Funds From Operations (FFO), if reported. |
| · | Treatment
of IPOs. Initial public offerings should be traded on an eligible exchange for at least
12 months before being considered for addition to an S&P U.S. Index. Spin-offs or in-specie
distributions from existing constituents do not need to be seasoned for 12 months prior to
their inclusion in an S&P U.S. Index. |
| · | Sector
Balance. A company is evaluated for its contribution to sector balance maintenance, as
measured by a comparison of each GICS® sector’s weight in an index with
its weight in the S&P U.S. Total Market Index, in the relevant market capitalization
range. The S&P Total Market Index is a float-adjusted, market-capitalization weighted
index designed to track the broad U.S. equity market, including large-, mid-, small- and
micro-cap stocks. |
SPDJI believes
turnover in membership in the S&P U.S. Indices should be avoided when possible. At times a stock may appear to temporarily violate
one or more of the addition criteria. However, the addition criteria are for addition to the S&P U.S. Indices, not for continued
membership. As a result, a constituent of the S&P U.S. Indices that appears to violate criteria for addition to the S&P U.S.
Indices is not deleted unless ongoing conditions warrant an index change.
Calculation
of the S&P U.S. Indices
The S&P
U.S. Indices are float-adjusted market capitalization-weighted indices. On any given day, the index value of each S&P U.S. Index
is the total float-adjusted market capitalization of that S&P U.S. Index’s constituents divided by its divisor. The float-adjusted
market capitalization reflects the price of each stock in the relevant S&P U.S. Index multiplied by the number of shares used in
the index value calculation.
Float Adjustment.
Float adjustment means that the number of shares outstanding is reduced to exclude closely held shares from the calculation of the
index value because such shares are not available to investors. The goal of float adjustment is to distinguish between strategic (control)
shareholders, whose holdings depend on concerns such as maintaining control rather than shorter term economic fortunes of the company,
and those holders whose investments depend on the stock’s price and their evaluation of a company’s future prospects. Generally,
these “control holders” include officers and directors, private equity, venture capital & special equity firms, asset
managers and insurance companies with board of director representation, other publicly traded companies that hold shares for control,
holders of restricted shares, company-sponsored employee share plans/trusts, defined contribution plans/savings and investment plans,
foundations or family trusts associated with the company, holders of unlisted share classes of stock or government entities at all levels
(other than government retirement/pension funds), sovereign wealth funds and any individual person who controls a 5% or greater stake
in a company as reported in regulatory filings. Shares that are not considered outstanding are also not included in the available float.
These generally include treasury stock, stock options, equity participation units, warrants, preferred stock, convertible stock and rights.
For each component,
SPDJI calculates an IWF, which represents the portion of the total shares outstanding that are considered part of the public float for
purposes of the relevant S&P U.S. Index.
Divisor.
Continuity in the value of each S&P U.S. Index is maintained by adjusting its divisor for all changes in its constituents’
share capital after its base date. This includes additions and deletions to the relevant S&P U.S. Index, rights issues, share buybacks
and issuances and non-zero price spin-offs. The value of each S&P U.S. Index’s divisor over time is, in effect, a chronological
summary of all changes affecting the base capital of that S&P U.S. Index. The divisor of each S&P U.S. Index is adjusted such
that the index value of that S&P U.S. Index at an instant just prior to a change in base capital equals the index value of that S&P
U.S. Index at an instant immediately following that change.
The following
types of corporate actions would require a divisor adjustment: company added/deleted, change in shares outstanding, change in IWF, special
dividend and rights offering. Stock splits and stock dividends do not affect the divisor, because following a split or dividend, both
the stock price and number of shares outstanding are adjusted by SPDJI so that there is no change in the market value of the relevant
component. All stock split and dividend adjustments are made after the close of trading on the day before the ex-date.
Maintenance
of the S&P U.S. Indices
Changes in response
to corporate actions and market developments can be made at any time. Constituent changes are typically implemented with at least three
business days advance notice.
Removals.
Removals from the S&P U.S. Indices are evaluated based as follows:
| · | A
company involved in a merger, acquisition or significant restructuring such that it no longer
meets the eligibility criteria is deleted from the S&P U.S. Indices at a time announced
by SPDJI, normally at the close of the last day of trading or expiration of a tender offer.
Constituents that are halted from trading may be kept in the index until trading resumes,
at the discretion of the Index Committee. If a stock is moved to the pink sheets or the bulletin
board, the stock is removed. |
| · | A
company that substantially violates one or more of the eligibility criteria may be deleted
at the Index Committee’s discretion. |
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Capped
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Any company
that is removed from the S&P U.S. Indices must wait a minimum of one year from its index removal date before being reconsidered as
a replacement candidate.
Share Updates.
When total shares outstanding increase by at least 5%, but the new share issuance is to a strategic or major shareholder, it implies
that there is no change in float- adjusted shares. However, in such instances, SPDJI will apply the share change and resulting IWF change
regardless of whether the float change is greater than or equal to 5%. For companies with multiple share class lines, the 5% share change
threshold is based on each individual multiple share class line rather than total company shares. Changes to share counts that is less
than 5% of total shares are accumulated and made quarterly on the third Friday of March, June, September and December.
IWF Updates.
Accelerated implementation for events less than $1 billion will include an adjustment to the company’s IWF only to the extent that
such an IWF change helps the new float share total mimic the shares available in the offering. To minimize unnecessary turnover, these
IWF changes do not need to meet any minimum threshold requirement for implementation. Any IWF change resulting in an IWF of 0.96 or greater
is rounded up to 1.00 at the next annual IWF review.
IWF changes
will only be made at the quarterly review if the change represents at least 5% of total current shares outstanding and is related to
a single corporate action that did not qualify for the accelerated implementation rule.
Quarterly share
change events resulting from the conversion of derivative securities, acquisitions of private companies, or acquisitions of non-index
companies that do not trade on a major exchange are considered to be available to investors unless there is explicit information stating
that the new owner is a strategic holder.
Other than the
situations described above, IWF changes are only made at the annual IWF review.
Share/IWF
Freezes. A share/IWF freeze period is implemented during each quarterly rebalancing. The freeze period begins after the market close
on the Tuesday preceding the second Friday of each rebalancing month (i.e. March, June, September and December) and ends after the market
close on the third Friday of a rebalancing month. Pro-forma files are normally released after the market close on the second Friday,
one week prior to the rebalancing effective date. In September, preliminary share and float data are released on the first Friday of
the month. However, the share freeze period for September follows the same schedule as the other three quarterly share freeze periods.
For illustration purposes, if rebalancing pro-forma files are scheduled to be released on Friday, March 5, the share/IWF freeze period
will begin after the close of trading on Tuesday, March 9 and will end after the close of trading the following Friday, March 19 (i.e.
the third Friday of the rebalancing month).
During the share/IWF
freeze period, shares and IWFs are not changed except for certain corporate action events (such as merger activity, stock splits, and
rights offerings), and the accelerated implementation rule is suspended. The suspension includes all changes that qualify for accelerated
implementation and would typically be announced or effective during the share/IWF freeze period. At the end of the freeze period, all
suspended changes will be announced on the third Friday of the rebalancing month and implemented five business days after the quarterly
rebalancing effective date.
In general,
companies that are the target of a cash M&A event that is expected to close by quarter end according to publicly available guidance
may have their share count frozen at their current level for rebalancing purposes.
Corporate
Actions. As specified in “—Calculation of the S&P U.S. Indices—Divisor” above, the divisor will be adjusted
for certain corporation actions. Corporate actions (such as stock splits, stock dividends, non-zero price spin-offs and rights offerings)
are applied after the close of trading on the day prior to the ex-date.
Other Adjustments.
In cases where there is no achievable market price for a stock being deleted, it can be removed at a zero or minimal price at the Index
Committee’s discretion, in recognition of the constraints faced by investors in trading bankrupt or suspended stocks.
Capped Leveraged Notes with Absolute Return Buffer | TS-10 |
Capped
Leveraged Notes with Absolute Return Buffer
Linked
to the S&P 500® Index, due October , 2029 |
|
The following
graph shows the daily historical performance of the Index in the period from January 1, 2014 through September 23, 2024. We obtained
this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained
from Bloomberg L.P. On September 23, 2024, the closing level of the Index was 5,718.57.
Historical
Performance of the Index
This historical
data on the Index is not necessarily indicative of the future performance of the Index or what the value of the notes may be. Any historical
upward or downward trend in the level of the Index during any period set forth above is not an indication that the level of the Index
is more or less likely to increase or decrease at any time over the term of the notes.
Before investing
in the notes, you should consult publicly available sources for the levels of the Index.
License Agreement
CIBC has entered
into a nonexclusive license agreement providing for the license to the Index, in exchange for a fee, of the right to use indices owned
and published by SPDJI in connection with some products, including the notes.
The Index is
a product of SPDJI, and has been licensed for use by us. Standard & Poor’s®, S&P®
and S&P 500® are registered trademarks of Standard & Poor’s Financial Services LLC; and these trademarks
have been licensed for use by SPDJI and sublicensed for certain purposes by us.
The notes are
not sponsored, endorsed, sold or promoted by SPDJI, Standard & Poor’s Financial Services LLC or any of their respective affiliates
(collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices make no representation or warranty, express or implied,
to the holders of the notes or any member of the public regarding the advisability of investing in securities generally or in the notes
particularly or the ability of the Index to track general market performance. S&P Dow Jones Indices’ only relationship to us
with respect to the Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones
Indices or its licensors. The Index is determined, composed and calculated by S&P Dow Jones Indices without regard to us or the notes.
S&P Dow Jones Indices have no obligation to take our needs or the needs of holders of the notes into consideration in determining,
composing or calculating the Index. S&P Dow Jones Indices are not responsible for and have not participated in the determination
of the prices, and amount of the notes or the timing of the issuance or sale of the notes or in the determination or calculation of the
equation by which the notes are to be converted into cash. S&P Dow Jones Indices have no obligation or liability in connection with
the administration, marketing or trading of the notes. There is no assurance that investment products based on the Index will
accurately track index performance or provide positive investment returns. SPDJI is not an investment advisor. Inclusion of a security
within the Index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be
investment advice.
S&P DOW
JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR
ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO.
S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW
JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY US, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE INDEX OR WITH RESPECT TO ANY
Capped Leveraged Notes with Absolute Return Buffer | TS-11 |
Capped
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|
DATA RELATED
THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL,
EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE
NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND US, OTHER THAN THE LICENSORS OF
S&P DOW JONES INDICES.
Supplement
to the Plan of Distribution
Under our distribution
agreement with BofAS, BofAS will purchase the notes from us as principal at the public offering price indicated on the cover of this
term sheet, less the indicated underwriting discount. MLPF&S will in turn purchase the notes from BofAS for resale, and it will receive
a selling concession in connection with the sale of the notes in an amount up to the full amount of the underwriting discount set forth
on the cover of this term sheet.
We will pay
a fee to a broker dealer in which an affiliate of BofAS has an ownership interest for providing certain services with respect to this
offering, which will reduce the economic terms of the notes to you.
We may deliver
the notes against payment therefor in New York, New York on a date that is greater than one business day following the pricing date.
Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business
day, unless the parties to any such trade expressly agree otherwise. Accordingly, if the initial settlement of the notes occurs more
than one business day from the pricing date, purchasers who wish to trade the notes more than one business day prior to the original
issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
The notes will
not be listed on any securities exchange. In the original offering of the notes, the notes will be sold in minimum investment amounts
of 100 units. If you place an order to purchase the notes, you are consenting to MLPF&S and/or one of its affiliates acting as a
principal in effecting the transaction for your account.
MLPF&S and
BofAS may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices
or at negotiated prices, and these prices will include MLPF&S’s and BofAS’s trading commissions and mark-ups or mark-downs.
MLPF&S and BofAS may act as principal or agent in these market-making transactions; however, neither is obligated to engage in any
such transactions. At their discretion, for a short, undetermined initial period after the issuance of the notes, MLPF&S and BofAS
may offer to buy the notes in the secondary market at a price that may exceed the initial estimated value of the notes. Any price offered
by MLPF&S or BofAS for the notes will be based on then-prevailing market conditions and other considerations, including the performance
of the Index and the remaining term of the notes. However, none of us, MLPF&S, BofAS or any of our respective affiliates is obligated
to purchase your notes at any price or at any time, and we cannot assure you that we, MLPF&S, BofAS or any of our respective affiliates
will purchase your notes at a price that equals or exceeds the initial estimated value of the notes.
The value of
the notes shown on your account statement will be based on BofAS’s estimate of the value of the notes if BofAS or another of its
affiliates were to make a market in the notes, which it is not obligated to do. That estimate will be based upon the price that BofAS
may pay for the notes in light of then-prevailing market conditions, and other considerations, as mentioned above, and will include transaction
costs. At certain times, this price may be higher than or lower than the initial estimated value of the notes.
The distribution
of the Note Prospectus in connection with these offers or sales will be solely for the purpose of providing investors with the description
of the terms of the notes that was made available to investors in connection with their initial offering. Secondary market investors
should not, and will not be authorized to, rely on the Note Prospectus for information regarding CIBC or for any purpose other than that
described in the immediately preceding sentence.
An investor’s
household, as referenced on the cover of this term sheet, will generally include accounts held by any of the following, as determined
by MLPF&S in its discretion and acting in good faith based upon information then available to MLPF&S:
| · | the investor’s
spouse (including a domestic partner), siblings, parents, grandparents, spouse’s parents,
children and grandchildren, but excluding accounts held by aunts, uncles, cousins, nieces,
nephews or any other family relationship not directly above or below the individual investor; |
| · | a family
investment vehicle, including foundations, limited partnerships and personal holding companies,
but only if the beneficial owners of the vehicle consist solely of the investor or members
of the investor’s household as described above; and |
| · | a trust
where the grantors and/or beneficiaries of the trust consist solely of the investor or members
of the investor’s household as described above; provided that, purchases of the notes
by a trust generally cannot be aggregated together with any purchases made by a trustee’s
personal account. |
Purchases in
retirement accounts will not be considered part of the same household as an individual investor’s personal or other non-retirement
account, except for individual retirement accounts (“IRAs”), simplified employee pension plans (“SEPs”), savings
incentive match plan for employees (“SIMPLEs”), and single-participant or owners only accounts (i.e., retirement accounts
held by self-employed individuals, business owners or partners with no employees other than their spouses).
Please contact
your Merrill financial advisor if you have any questions about the application of these provisions to your specific circumstances or
think you are eligible.
Capped Leveraged Notes with Absolute Return Buffer | TS-12 |
Capped
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|
Structuring
the Notes
The notes are
our debt securities, the return on which is linked to the performance of the Index. As is the case for all of our debt securities, including
our market-linked notes, the economic terms of the notes reflect our actual or perceived creditworthiness at the time of pricing. The
internal funding rate we use in pricing the market-linked notes is typically lower than the rate we would pay when we issue conventional
fixed-rate debt securities of comparable maturity. This difference 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. This generally relatively lower internal funding rate, which is reflected in the economic terms
of the notes, along with the fees and charges associated with market-linked notes, typically results in the initial estimated value of
the notes on the pricing date being less than their public offering price.
At maturity,
we are required to pay the Redemption Amount to holders of the notes, which will be calculated based on the performance of the Index
and the $10 per unit principal amount. In order to meet these payment obligations, at the time we issue the notes, we may choose to enter
into certain hedging arrangements (which may include call options, put options or other derivatives) with BofAS or one of its affiliates.
The terms of these hedging arrangements are determined by seeking bids from market participants, including BofAS and its affiliates,
and take into account a number of factors, including our creditworthiness, interest rate movements, the volatility of the Index, the
tenor of the notes and the tenor of the hedging arrangements. The economic terms of the notes and their initial estimated value depend
in part on the terms of these hedging arrangements.
BofAS has advised
us that the hedging arrangements will include a hedging-related charge of approximately $0.075 per unit, reflecting an estimated profit
to be credited to BofAS from these transactions. Since hedging entails risk and may be influenced by unpredictable market forces, additional
profits and losses from these hedging arrangements may be realized by BofAS or any third party hedge providers.
For further
information, see “Risk Factors—Valuation- and Market-related Risks” beginning on page PS-8 of product supplement EQUITY
LIRN-1 and “Use of Proceeds” on page S-14 of prospectus supplement.
Capped Leveraged Notes with Absolute Return Buffer | TS-13 |
Capped
Leveraged Notes with Absolute Return Buffer
Linked
to the S&P 500® Index, due October , 2029 |
|
Summary
of 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 term sheet and who for the purposes of
the Canadian Tax Act and at all relevant times: (a) is neither resident nor deemed to be resident in Canada; (b) deals at arm’s
length with CIBC and any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of the note; (c) does
not use or hold and is not deemed to use or hold the note in, or in the course of, carrying on a business in Canada; (d) is entitled
to receive all payments (including any interest and principal) made on the note; (e) is not a, and deals at arm’s length with any,
“specified shareholder” of CIBC for purposes of the thin capitalization rules in the Canadian Tax Act; and (f) is not an
entity in respect of which CIBC or any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of, loans
or otherwise transfers the note is a “specified entity”, and is not a “specified entity” in respect of such a
transferee, in each case, for purposes of the Hybrid Mismatch Rules, as defined below (a “Non-Resident Holder”). Special
rules which apply to non-resident insurers carrying on business in Canada and elsewhere are not discussed in this summary.
This summary
assumes that no amount paid or payable to a holder described herein will be the deduction component of a “hybrid mismatch arrangement”
under which the payment arises within the meaning of the rules in the Canadian Tax Act with respect to “hybrid mismatch arrangements”
(the “Hybrid Mismatch Rules”). Investors should note that the Hybrid Mismatch Rules are highly complex and there remains
significant uncertainty as to their interpretation and application.
This summary
is supplemental to and should be read together with the description of material Canadian federal income tax considerations relevant to
a Non-Resident Holder owning notes under “Material Income Tax Consequences—Canadian Taxation” in the accompanying prospectus
and a Non-Resident Holder should carefully read that description as well.
This summary
is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Non-Resident
Holder. Non-Resident Holders are advised to consult with their own tax advisors with respect to their particular circumstances.
Based on Canadian
tax counsel’s understanding of the Canada Revenue Agency’s administrative policies, and having regard to the terms of the
notes, interest payable on the notes should not be considered to be “participating debt interest” as defined in the Canadian
Tax Act and accordingly, a Non-Resident Holder should not be subject to Canadian non-resident withholding tax in respect of amounts paid
or credited or deemed to have been paid or credited by CIBC on a note as, on account of or in lieu of payment of, or in satisfaction
of, interest.
Non-Resident
Holders should consult their own advisors regarding the consequences to them of a disposition of the notes to a person with whom they
are not dealing at arm’s length for purposes of the Canadian Tax Act.
Summary
of U.S. Federal Income Tax Consequences
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, or in some cases supplements, the discussion entitled “U.S.
Federal Income Tax Summary” in product supplement EQUITY LIRN-1, which you should carefully review prior to investing in the notes.
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 cash-settled 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 on maturity in an amount equal to the difference between
the amount you receive at such time and the amount that you paid for your notes. Such gain or loss should generally be long-term capital
gain or loss if you have held your notes for more than one year. Non-U.S. holders should consult the section entitled “U.S. Federal
Income Tax Summary – Non-U.S. Holders” in product supplement EQUITY LIRN-1.
The expected
characterization of the notes is not binding on the U.S. Internal Revenue Service (the “IRS”) or the courts. Thus, it is
possible that the IRS would seek to characterize your notes in a manner that results in tax consequences to you that are different from
those described above or in the accompanying product supplement. Such alternate treatments 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 your notes and certain other considerations with respect to your
investment in the notes, you should consider the discussion set forth in “U.S. Federal Income Tax Summary” of the product
supplement. We are not responsible for any adverse consequences that you may experience as a result of any alternative characterization
of the notes for U.S. federal income tax or other tax purposes.
With
respect to the discussion in the product supplement regarding “dividend equivalent” payments, the IRS has issued a notice
that provides that withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments and
that are issued before January 1, 2027.
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
Capped Leveraged Notes with Absolute Return Buffer | TS-14 |
Capped
Leveraged Notes with Absolute Return Buffer
Linked
to the S&P 500® Index, due October , 2029 |
|
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.
Where
You Can Find More Information
We have filed
a registration statement (including a product supplement, a prospectus supplement, and a prospectus) with the SEC for the offering to
which this term sheet relates. Before you invest, you should read the Note Prospectus, including this term sheet, and the other documents
that we have filed with the SEC, for more complete information about us and this offering. You may get these documents without cost by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any agent, or any dealer participating in this offering will arrange
to send you these documents if you so request by calling MLPF&S or BofAS toll-free at 1-800-294-1322.
Capped Leveraged Notes with Absolute Return Buffer | TS-15 |
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