Filed
Pursuant to Rule 424(b)(2)
Registration
No. 333-272447
The
information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying
underlying supplement, prospectus supplement and prospectus are not an offer to sell these securities and we are not soliciting an offer
to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, Dated January 16, 2025
| Pricing Supplement
dated , 2025 |
 |
| (To ETF Underlying Supplement
dated September 5, 2023, |
| Prospectus Supplement dated
September 5, 2023, and Prospectus dated September 5, 2023) |
Canadian
Imperial Bank of Commerce
Senior
Global Medium-Term Notes
$
Leveraged Barrier Notes Linked to the Worst Performing of the Invesco S&P 500® Equal Weight ETF and the SPDR®
S&P 500® ETF Trust due February 5, 2030
| · | The
Leveraged Barrier Notes (the “notes”) provide an upside exposure of at least
1.35-to-1 (to be determined on the Trade Date) to any increases in the Worst Performing Underlying.
If the price of the Worst Performing Underlying decreases by more than 25%, investors will
be subject to a 1-to-1 downside exposure to any decrease in the price of the Worst Performing
Underlying from its Initial Price, with up to 100% of the principal at risk. |
| · | For
each $1,000 in principal amount of the notes, the Payment at Maturity will be based on the
Final Price of the Worst Performing Underlying and will be a cash amount equal to: |
| ○ | If
the Final Price of the Worst Performing Underlying is greater than its Initial Price: |
$1,000
+ ($1,000 × Percentage Change of the Worst Performing Underlying × Upside Participation Rate);
| ○ | If
the Final Price of the Worst Performing Underlying is equal to or less than its Initial Price
but greater than or equal to its Barrier Price (75% of its Initial Price): |
$1,000
| ○ | If
the Final Price of the Worst Performing Underlying is less than its Barrier Price: |
$1,000
+ ($1,000 × Percentage Change of the Worst Performing Underlying)
In
this case, you will lose up to 100% of the principal amount at maturity.
| · | The
notes do not pay interest. |
| · | The
notes will not be listed on any securities exchange. |
| · | The
notes will be issued in minimum denomination of $1,000 and integral multiples of $1,000 in
excess thereof. |
The notes
are unsecured obligations of the Bank and any payment on the notes is subject to the credit risk of the Bank. The notes will not constitute
deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation, or any other government
agency or instrumentality of Canada, the United States or any other jurisdiction. The notes are not bail-inable debt securities (as defined
on page 6 of the prospectus).
Neither
the Securities and Exchange Commission (the “SEC”) nor any state or provincial securities commission has approved or disapproved
of these notes or determined if this pricing supplement or the accompanying underlying supplement, prospectus supplement or prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
Investing
in the notes involves risks not associated with an investment in ordinary debt securities. See “Additional Risk Factors”
beginning on page PS-7 of this pricing supplement, and “Risk Factors” beginning on page S-1 of the accompanying underlying
supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.
| |
Price
to Public (Initial Issue Price)(1) |
Underwriting
Discount (1)(2) |
Proceeds
to Issuer |
| Per
Note |
$1,000.00 |
Up
to $32.50 |
At
least $967.50 |
| Total |
$ |
$ |
$ |
| (1) | Because
certain dealers who purchase the notes for sale to certain fee-based advisory accounts may
forgo some or all of their commissions or selling concessions, the price to public for investors
purchasing the notes in these accounts may be between $967.50 and $1,000.00 per note. |
| (2) | CIBC
World Markets Corp. (“CIBCWM”), acting as agent for the Bank, will receive a
commission of up to $32.50 (3.25%) per $1,000 principal amount of the notes. CIBCWM may use
a portion or all of its commission to allow selling concessions to other dealers in connection
with the distribution of the notes. The other dealers may forgo, in their sole discretion,
some or all of their selling concessions. See “Supplemental Plan of Distribution (Conflicts
of Interest)” on page PS-15 of this pricing supplement. |
The initial
estimated value of the notes on the Trade Date as determined by the Bank is expected to be at least $907.50 per $1,000 principal amount
of the notes, which is expected to be less than the price to public. See “The Bank’s Estimated Value of the Notes”
in this pricing supplement.
We will deliver
the notes in book-entry form through the facilities of The Depository Trust Company (“DTC”) on or about February 5, 2025
against payment in immediately available funds.
CIBC
Capital Markets
ADDITIONAL
TERMS OF THE NOTES
You should
read this pricing supplement together with the prospectus dated September 5, 2023 (the “prospectus”), the prospectus supplement
dated September 5, 2023 (the “prospectus supplement”) and the ETF 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. We, CIBCWM and our other affiliates have not authorized any other person to provide you with different or additional information.
If anyone provides you with different or additional information, you should not rely on it.
We and CIBCWM
are not making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the
information contained in or incorporated by reference in this pricing supplement or the accompanying underlying supplement, the prospectus
supplement or the prospectus is accurate as of any date other than the date of the applicable document. Our business, financial condition,
results of operations and prospects may have changed since that date. Neither this pricing supplement nor the accompanying underlying
supplement, the prospectus supplement or the prospectus constitutes an offer, or an invitation on behalf of us or CIBCWM, to subscribe
for and purchase any of the notes and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction
in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
References
to “CIBC,” “the Issuer,” “the Bank,” “we,” “us” and “our” in
this pricing supplement are references to Canadian Imperial Bank of Commerce and not to any of our subsidiaries, unless we state otherwise
or the context otherwise requires.
You may access
the underlying supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such address
has changed, by reviewing our filing for the relevant date on the SEC website):
| · | Underlying
supplement dated September 5, 2023: |
https://www.sec.gov/Archives/edgar/data/1045520/000110465923098171/tm2322483d88_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
SUMMARY
The
information in this “Summary” section is qualified by the more detailed information set forth in the underlying supplement,
the prospectus supplement and the prospectus. See “Additional Terms of the Notes” in this pricing supplement.
| Issuer: |
Canadian
Imperial Bank of Commerce |
| Reference
Asset: |
The worst
performing of the Invesco S&P 500® Equal Weight ETF (Bloomberg ticker: RSP) (the “RSP”) and the SPDR®
S&P 500® ETF Trust (Bloomberg ticker: SPY) (the “SPY”) (each, a “Fund” and together,
the “Funds”) |
| Principal
Amount: |
$1,000
per note |
| Aggregate
Principal Amount: |
$ |
| Term: |
Five
years |
| Trade
Date: |
Expected
to be January 31, 2025 |
| Original
Issue Date: |
Expected
to be February 5, 2025 (to be determined on the Trade Date and expected to be the third scheduled Business Day after the Trade Date) |
| Final
Valuation Date: |
Expected
to be January 31, 2030, subject to postponement as described under “Certain Terms of the Notes—Valuation Dates—For
Notes Where the Reference Asset Consists of Multiple Funds” in the underlying supplement. |
| Maturity
Date: |
Expected
to be February 5, 2030, subject to postponement as described under “Certain Terms of the Notes— Interest
Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the underlying supplement. |
| Payment
at Maturity: |
For
each $1,000 in principal amount of the notes, the Payment at Maturity will be based on the Final Price of the Worst Performing
Underlying and will be a cash amount equal to:
·
If the Final Price of the Worst Performing Underlying
is greater than its Initial Price:
$1,000
+ ($1,000 × Percentage Change of the Worst Performing Underlying × Upside Participation Rate);
·
If the Final Price of the Worst Performing Underlying
is equal to or less than its Initial Price but greater than or equal to its Barrier Price:
$1,000
·
If the Final Price of the Worst Performing Underlying
is less than its Barrier Price:
$1,000
+ ($1,000 × Percentage Change of the Worst Performing Underlying)
In
this case, you will lose 1% of the principal amount for each 1% decrease in the price of the Worst Performing Underlying from its
Initial Price. Accordingly, you may lose up to 100% of the principal amount. |
| Upside
Participation Rate: |
At least
135% (to be determined on the Trade Date) |
| Barrier
Price: |
For
each Fund, 75% of its Initial Price (rounded to two decimal places). |
| Percentage
Change: |
The
“Percentage Change” with respect to each Fund, expressed as a percentage, is
calculated as follows:
Final
Price – Initial Price
Initial
Price
|
| Worst
Performing Underlying: |
The Fund
with the lowest Percentage Change. |
| Initial
Price: |
For
each Fund, its Closing Price on the Trade Date, subject to adjustment as described under “Certain Terms of the Notes—Anti-Dilution
Adjustments” in the underlying supplement. |
| Final
Price: |
For each Fund, its Closing Price on
the Final Valuation Date. |
| Calculation
Agent: |
Canadian
Imperial Bank of Commerce. |
| CUSIP/ISIN: |
13607XVG9
/ US13607XVG95 |
| Fees
and Expenses: |
The price at which you purchase the notes includes costs that the Bank or its affiliates expect to incur and profits that the Bank or its affiliates expect to realize in connection with hedging activities related to the notes.
|
The
Trade Date and the other dates set forth above are subject to change, and will be set forth
in the final pricing supplement relating to the notes.
|
HYPOTHETICAL
PAYMENT AT MATURITY
The following
table and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of every
possible scenario concerning increases or decreases in the Final Price of any Fund relative to its Initial Price. We cannot predict the
Closing Price of any Fund at any time during the term of the notes, including the Final Valuation Date. The assumptions we have made
in connection with the illustrations set forth below may not reflect actual events. You should not take this illustration or these examples
as an indication or assurance of the expected performance of any Fund or return on the notes. The numbers appearing in the table below
and following examples have been rounded for ease of analysis.
The table
below illustrates the Payment at Maturity on a $1,000 investment in the notes for a hypothetical range of Percentage Changes of the Worst
Performing Underlying from -100% to +100%. The following results are based solely on the assumptions outlined below. The “Hypothetical
Return on the Notes” as used below is the number, expressed as a percentage, that results from comparing the Payment at Maturity
per $1,000 principal amount to $1,000. The potential returns described below assume that the notes are held to maturity. The following
table and examples assume the following:
| Principal Amount: |
$ 1,000 |
| Hypothetical Upside Participation Rate: |
135% (The actual Upside Participation Rate will be at least 135%, to be determined on the Trade Date) |
| Hypothetical Initial
Price of the Worst Performing Underlying: |
$ 100 |
| Hypothetical
Barrier Price of the Worst Performing Underlying: |
$75 (75% of its Initial Price) |
Hypothetical
Final
Price of the Worst
Performing
Underlying |
Hypothetical
Percentage Change of
the Worst Performing
Underlying |
Hypothetical
Payment at
Maturity |
Hypothetical
Return on
the Notes |
| $200.00 |
100.00% |
$2,350.00 |
135.00% |
| $175.00 |
75.00% |
$2,012.50 |
101.25% |
| $150.00 |
50.00% |
$1,675.00 |
67.50% |
| $125.00 |
25.00% |
$1,337.50 |
33.75% |
| $110.00 |
10.00% |
$1,135.00 |
13.50% |
| $105.00 |
5.00% |
$1,067.50 |
6.75% |
| $102.00 |
2.00% |
$1,027.00 |
2.70% |
| $100.00(1) |
0.00% |
$1,000.00 |
0.00% |
| $90.00 |
-10.00% |
$1,000.00
|
0.00% |
| $80.00 |
-20.00% |
$1,000.00
|
0.00% |
| $75.00(2) |
-25.00% |
$1,000.00 |
0.00% |
| $74.00 |
-26.00% |
$740.00 |
-26.00% |
| $50.00 |
-50.00% |
$500.00 |
-50.00% |
| $25.00 |
-75.00% |
$250.00 |
-75.00% |
| $0.00 |
-100.00% |
$0.00 |
-100.00% |
| (1) | The
hypothetical Initial Price of $100 used in these examples has been chosen for illustrative
purposes only, and does not represent a likely actual Initial Price of any Fund. |
| (2) | This
is the hypothetical Barrier Price of the Worst Performing Underlying. |
The following
examples indicate how the Payment at Maturity would be calculated with respect to a hypothetical $1,000 investment in the notes assuming
that the notes are held to maturity.
Example
1: The Percentage Change of the Worst Performing Underlying Is 10.00%.
The Final
Price of the Worst Performing Underlying is $110.00, resulting in a Percentage Change of 10.00%. In this example, the Final Price of
the Worst Performing Underlying is greater than its Initial Price, and the Payment at Maturity would be $1,135.00 per $1,000 principal
amount, calculated as follows:
$1,000
+ ($1,000 × Percentage Change of the Worst Performing Underlying × Upside Participation Rate)
=
$1,000 + ($1,000 × 10.00% × 135%)
=
$1,135.00
Example 1
shows that the notes provide an uncapped leveraged return if the Percentage Change of the Worst Performing Underlying is positive.
Example
2: The Percentage Change of the Worst Performing Underlying Is -10.00%.
The Final
Price of the Worst Performing Underlying is $90.00, resulting in a Percentage Change of -10.00%. In this example, the Final Price of
the Worst Performing Underlying is equal to or less than its Initial Price but greater than or equal to its Barrier Price.
Payment at
Maturity = $1,000
Example 2
shows that the Payment at Maturity will equal the principal amount if the Final Price of the Worst Performing Underlying is at or below
its Initial Price but at or above its Barrier Price, although the price of the Worst Performing Underlying has decreased moderately.
Example
3: The Percentage Change of the Worst Performing Underlying Is -75.00%.
The Final
Price the Worst Performing Underlying is $25.00, resulting in a Percentage Change of -75.00%. In this example, the Final Price of the
Worst Performing Underlying is less than its Barrier Price, the Payment at Maturity would be $250.00 per $1,000 principal amount, calculated
as follows:
$1,000
+ ($1,000 × Percentage Change of the Worst Performing Underlying)
=
$1,000 + ($1,000 × -75.00%)
=
$250.00
Example 3
shows that you are exposed on a 1-to-1 basis to any decrease in the price of the Worst Performing Underlying from its Initial Price if
the Final Price of the Worst Performing Underlying is less than its Barrier Price. You may lose more than 25%, and possibly all, of the
principal amount.
INVESTOR
CONSIDERATIONS
The notes
are not appropriate for all investors. The notes may be an appropriate investment for you if:
| · | You
believe that the price of the Worst Performing Underlying will increase from its Initial
Price to its Final Price. |
| · | You
are willing to make an investment that is exposed to the negative performance of the Worst
Performing Underlying on a 1-to-1 basis for each percentage point that its Final Price is
less than its Initial Price if the Final Price of the Worst Performing Underlying is less
than its Barrier Price. |
| · | You
do not seek current income over the term of the notes. |
| · | You
understand that the return on the notes will depend solely on the performance of the Worst
Performing Underlying on the Final Valuation Date and consequently, the notes are riskier
than alternative investments linked to only one of the Funds or linked to a basket composed
of the Funds. |
| · | You
are willing to forgo dividends or other distributions paid on the Funds or securities held
by the Funds. |
| · | You
are willing to hold the notes to maturity and you do not seek an investment for which there
will be an active secondary market. |
| · | You
are willing to assume the credit risk of the Bank for any payment under the notes. |
The notes
may not be an appropriate investment for you if:
| · | You
believe that the price of the Worst Performing Underlying will decrease from its Initial
Price to its Final Price or that it will not increase sufficiently to provide you with your
desired return. |
| · | You
are unwilling to make an investment that is exposed to the negative performance of the Worst
Performing Underlying on a 1-to-1 basis for each percentage point that its Final Price is
less than its Initial Price if the Final Price of the Worst Performing Underlying is less
than its Barrier Price. |
| · | You
seek full payment of the principal amount of the notes at maturity. |
| · | You
seek current income over the term of the notes. |
| · | You
seek exposure to a basket composed of the Funds or a similar investment in which the overall
return is based on a blend of the performances of the Funds, rather than solely on the Worst
Performing Underlying. |
| · | You
want to receive dividends or other distributions paid on the Funds or securities held by
the Funds. |
| · | You
are unable or unwilling to hold the notes to maturity or you seek an investment for which
there will be an active secondary market. |
| · | You
are not willing to assume the credit risk of the Bank for any payment under the notes. |
The investor
suitability considerations identified above are not exhaustive. Whether or not the notes are a suitable investment for you will depend
on your individual circumstances and you should reach an investment decision only after you and your investment, legal, tax, accounting
and other advisors have carefully considered the suitability of an investment in the notes in light of your particular circumstances.
You should also review ‘‘Additional Risk Factors’’ below for risks related to the notes.
ADDITIONAL
RISK FACTORS
An investment
in the notes involves significant risks. In addition to the following risks included in this pricing supplement, we urge you to read
“Risk Factors” beginning on page S-1 of the accompanying underlying supplement, page S-1 of the prospectus supplement and
page 1 of the prospectus.
You should
understand the risks of investing in the notes and should reach an investment decision only after careful consideration, with your advisers,
of the suitability of the notes in light of your particular financial circumstances and the information set forth in this pricing supplement
and the accompanying underlying supplement, the prospectus supplement and the prospectus.
Structure
Risks
You may
lose some or all of the principal amount of your notes.
The notes
do not guarantee any return of principal. The repayment of any principal on the notes at maturity depends on the Final Price of the Worst
Performing Underlying. The Bank will only repay you the full principal amount of your notes if the Final Price of the Worst Performing
Underlying is equal to or greater than its Barrier Price. If the Final Price of the Worst Performing Underlying is less than its Barrier
Price, you will be exposed on a 1-to-1 basis to any decrease in the price of the Worst Performing Underlying from its Initial Price to
its Final Price. You may lose up to 100% of your principal amount.
The notes
are subject to the full risks of the Worst Performing Underlying and will be negatively affected if any Fund performs poorly, even if
the other Fund performs favorably.
You are subject
to the full risks of the Worst Performing Underlying. If the Worst Performing Underlying performs poorly, you will be negatively affected,
even if the other Fund performs favorably. The notes are not linked to a basket composed of the Funds, where the better performance of
one Fund could offset the poor performance of the others. Instead, you are subject to the full risks of the Worst Performing Underlying
on each Coupon Determination Date. As a result, the notes are riskier than an alternative investment linked to only one of the Funds
or linked to a basket composed of the Funds. You should not invest in the notes unless you understand and are willing to accept the full
downside risks of the Worst Performing Underlying.
The payment
on the notes is not linked to the price of the Worst Performing Underlying at any time other than the Final Valuation Date.
The payment
on the notes will be based on the Closing Price of the Worst Performing Underlying on the Final Valuation Date. Therefore, if the Final
Price of the Worst Performing Underlying declined as of the Final Valuation Date below its Barrier Price, the Payment at Maturity may
be significantly less than it would otherwise have been had the Payment at Maturity been linked to the Closing Price of the Worst Performing
Underlying on dates other than the Final Valuation Date. Although the actual price of the Worst Performing Underlying at other times
during the term of the notes may be higher than its Closing Price on the Final Valuation Date, the payment on the notes will not benefit
from the Closing Price of the Worst Performing Underlying at any time other than the Final Valuation Date.
The notes
do not bear interest, and the return on the notes may be less than the return on a conventional debt security of comparable maturity.
You will not
receive any interest payments on the notes. As a result, even if the Payment at Maturity exceeds the principal amount of your notes,
the overall return on your notes may be less than you would have earned by investing in a conventional debt security of comparable maturity
that bears interest at a prevailing market rate.
Reference
Asset Risks
The performance
of a Fund may not correlate with the performance of its Underlying Index as well as the net asset value per share of the Fund, especially
during periods of market volatility.
Although a
Fund is designed to track the performance of its Underlying Index, the performance of the Fund and that of its Underlying Index generally
will vary due to, for example, transaction costs, management fees, certain corporate actions, and timing variances. Moreover, it is also
possible that the performance of a Fund may not fully replicate or may, in certain circumstances, diverge significantly from the performance
of its Underlying Index. This could be due to, for example, the Fund not holding all or substantially all of the underlying assets included
in the
Underlying
Index and/or holding assets that are not included in the Underlying Index, the temporary unavailability of certain securities in the
secondary market, the performance of any derivative instruments held by the Fund, differences in trading hours between the Fund (or the
underlying assets held by the Fund) and the Underlying Index, or due to other circumstances. This variation in performance is called
the “tracking error,” and, at times, the tracking error may be significant.
In addition,
because the shares of a Fund are traded on a securities exchange and are subject to market supply and investor demand, the market price
of one share of the Fund may differ from its net asset value per share; shares of the Fund may trade at, above, or below its net asset
value per share.
During periods
of market volatility, securities held by a Fund may be unavailable in the secondary market, market participants may be unable to calculate
accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely affected. This kind of market volatility
may also disrupt the ability of market participants to create and redeem shares of the Fund. Further, market volatility may adversely
affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of the Fund. As a result, under
these circumstances, the market value of shares of the Fund may vary substantially from the net asset value per share of the Fund.
For the foregoing
reasons, the performance of a Fund may not match the performance of its Underlying Index over the same period. Because of this variance,
the return on the notes, to the extent dependent on the performance of the Fund, may not be the same as an investment directly in the
securities, commodities, or other assets included in the Underlying Index or the same as a debt security with a return linked to the
performance of the Underlying Index.
Conflicts
of Interest
Certain
business, trading and hedging activities of us, the agent, and our other affiliates may create conflicts with your interests and could
potentially adversely affect the value of the notes.
We, the agent,
and our other affiliates may engage in trading and other business activities related to a Fund or any securities held by a Fund that
are not for your account or on your behalf. We, the agent, and our other affiliates also may issue or underwrite other financial instruments
with returns based upon a Fund. These activities may present a conflict of interest between your interest in the notes and the interests
that we, the agent, and our other affiliates may have in our or their proprietary accounts, in facilitating transactions, including block
trades, for our or their other customers, and in accounts under our or their management. These trading and other business activities,
if they adversely affect the price of any Fund or secondary trading in your notes, could be adverse to your interests as a beneficial
owner of the notes.
Moreover,
we, the agent and our other affiliates play a variety of roles in connection with the issuance of the notes, including hedging our obligations
under the notes and making the assumptions and inputs used to determine the pricing of the notes and the initial estimated value of the
notes when the terms of the notes are set. We expect to hedge our obligations under the notes through the agent, one of our other affiliates,
and/or another unaffiliated counterparty, which may include any dealer from which you purchase the notes. Any of these hedging activities
may adversely affect the price of a Fund and therefore the market value of the notes and the amount you will receive, if any, on the
notes. In connection with such activities, the economic interests of us, the agent, and our other affiliates may be adverse to your interests
as an investor in the notes. Any of these activities may adversely affect the value of the notes. In addition, because hedging our obligations
entails risk and may be influenced by market forces beyond our control, this hedging activity may result in a profit that is more or
less than expected, or it may result in a loss. We, the agent, one or more of our other affiliates or any unaffiliated counterparty will
retain any profits realized in hedging our obligations under the notes even if investors do not receive a favorable investment return
under the terms of the notes or in any secondary market transaction. Any profit in connection with such hedging activities will be in
addition to any other compensation that we, the agent, our other affiliates or any unaffiliated counterparty receive for the sale of
the notes, which creates an additional incentive to sell the notes to you. We, the agent, our other affiliates or any unaffiliated counterparty
will have no obligation to take, refrain from taking or cease taking any action with respect to these transactions based on the potential
effect on an investor in the notes.
There are
potential conflicts of interest between you and the calculation agent.
The calculation
agent will determine, among other things, the amount of 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 affecting a Fund has occurred on the
scheduled Final Valuation Date, and make
a good faith
estimate in its sole discretion of the Final Price for an affected Fund if the
Final Valuation Date is postponed to the last possible day, and make certain anti-dilution adjustments with respect to a Fund if certain
corporate events occur. See “Certain Terms
of the Notes—Valuation Dates— For Notes Where the Reference Asset Consists of Multiple Funds” and “—Anti-Dilution
Adjustments” in the underlying supplement. This determination may, in turn, depend on the calculation agent’s judgment as
to whether the event has materially interfered with our ability or the ability of one of our affiliates to unwind our hedge positions.
The calculation agent will be required to carry out its duties in good faith and use its reasonable judgment. However, because we will
be the calculation agent, potential conflicts of interest could arise. None of us, CIBCWM or any of our other affiliates will have any
obligation to consider your interests as a holder of the notes in taking any action that might affect the value of your notes.
Tax
Risks
The tax
treatment of the notes is uncertain.
Significant
aspects of the tax treatment of the notes are uncertain. You should consult your tax advisor about your own tax situation. See “United
States Federal Income Tax Considerations” and “Certain Canadian Federal Income Tax Considerations” in this pricing
supplement, “Material U.S. Federal Income Tax Consequences” in the underlying supplement and “Material Income Tax Consequences
– Canadian Taxation” in the prospectus.
General
Risks
Payment
on the notes is subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value
of the notes.
The notes
are our senior unsecured debt obligations and are not, either directly or indirectly, an obligation of any third party. As further described
in the accompanying prospectus and prospectus supplement, the notes will rank on par with all of our other unsecured and unsubordinated
debt obligations, except such obligations as may be preferred by operation of law. Any payment to be made on the notes depends on our
ability to satisfy our obligations as they come due. As a result, the actual and perceived creditworthiness of us may affect the market
value of the notes and, in the event we were to default on our obligations, you may not receive the amounts owed to you under the terms
of the notes. If we default on our obligations under the notes, your investment would be at risk and you could lose some or all of your
investment. See “Description of Senior Debt Securities—Events of Default” in the accompanying prospectus.
The Bank’s
initial estimated value of the notes will be lower than the initial issue price (price to public) of the notes.
The initial
issue price of the notes will exceed the Bank’s initial estimated value because costs associated with selling and structuring the
notes, as well as hedging the notes, are included in the initial issue price of the notes. See “The Bank’s Estimated Value
of the Notes” in this pricing supplement.
The Bank’s
initial estimated value does not represent future values of the notes and may differ from others’ estimates.
The Bank’s
initial estimated value of the notes is only an estimate, which will be determined by reference to the Bank’s internal pricing
models when the terms of the notes are set. This estimated value will be based on market conditions and other relevant factors existing
at that time, the Bank’s internal funding rate on the Trade Date and the Bank’s assumptions about market parameters, which
can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations
for the notes that are greater or less than the Bank’s initial estimated value. In addition, market conditions and other relevant
factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the market value of the notes could
change significantly based on, among other things, changes in market conditions, including the prices of the Funds, the Bank’s
creditworthiness, interest rate movements and other relevant factors, which may impact the price at which the agent or any other party
would be willing to buy the notes from you in any secondary market transactions. The Bank’s initial estimated value does not represent
a minimum price at which the agent or any other party would be willing to buy the notes in any secondary market (if any exists) at any
time. See “The Bank’s Estimated Value of the Notes” in this pricing supplement.
The Bank’s
initial estimated value of the notes will not be determined by reference to credit spreads for our conventional fixed-rate debt.
The internal
funding rate to be used in the determination of the Bank’s initial estimated value of the notes generally represents a discount
from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value
of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs
for our conventional fixed-rate debt. If the Bank were to use the interest rate implied by our conventional fixed-rate debt, we would
expect the economic terms of the notes to be more favorable to you. Consequently, our use of an internal funding rate for market-linked
notes would have an adverse effect on the economic terms of the notes, the initial estimated value of the notes on the Trade Date, and
any secondary market prices of the notes. See “The Bank’s Estimated Value of the Notes” in this pricing supplement.
The
notes will not be listed on any securities exchange and we do not expect a trading market for the notes to develop.
The notes
will not be listed on any securities exchange. Although CIBCWM and/or its affiliates may purchase the notes from holders, they are not
obligated to do so and are not required to make a market for the notes. There can be no assurance that a secondary market will develop
for the notes. Because we do not expect that any market makers will participate in a secondary market for the notes, the price at which
you may be able to sell your notes is likely to depend on the price, if any, at which CIBCWM and/or its affiliates are willing to buy
your notes.
If a secondary
market does exist, it may be limited. Accordingly, there may be a limited number of buyers if you decide to sell your notes prior to
maturity. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the notes to maturity.
INFORMATION
REGARDING THE FUNDS
The information
below are brief descriptions of each Fund. We have derived the following information from publicly available documents. We have not independently
verified the accuracy or completeness of the following information. Information provided to or filed with the SEC by the Funds pursuant
to the Securities Act and the Investment Company Act can be located by reference to that Fund’s SEC file numbers, through the SEC’s
website at www.sec.gov. In addition, information about the Funds may be obtained from other sources including, but not limited to, the
websites of their sponsors. We are not incorporating by reference into this pricing supplement the websites or any materials they include.
None of us, CIBCWM or any of our other affiliates makes any representation that such publicly available information regarding the Funds
is accurate or complete.
The Invesco
S&P 500® Equal Weight ETF
The
shares of the RSP are issued by Invesco Exchange-Traded Fund Trust (the “Invesco Trust”), a registered investment company.
The RSP seeks investment results that correspond generally to the performance, before fees and expenses, of the S&P 500®
Equal Weight Index (the “Underlying Index”). The Underlying Index is an equal-weighted version of the S&P 500®
Index (“SPX”). RSP is the successor to the investment performance of the Guggenheim S&P 500® Equal
Weight ETF (the “Predecessor Fund”) as a result of the reorganization of the Predecessor Fund into the Underlying Fund, which
was consummated after the close of business on April 6, 2018. The RSP trades on the NYSE Arca under the ticker symbol “RSP.”
In addition,
information provided to or filed with the SEC by the RSP pursuant to the Exchange Act and the Investment Company Act can be located by
reference to SEC file numbers 333-102228 and 811-21265, respectively, through the SEC’s website at http://www.sec.gov. In addition,
information about the RSP may be obtained from other sources including, but not limited to, the RSP’s website. We are not incorporating
by reference into this pricing supplement the website or any material it includes. None of us, UBS or any of our respective affiliates
makes any representation that such publicly available information regarding the RSP is accurate or complete.
Investment
Approach
The RSP uses
an “indexing” investment approach to seek to track the investment results, before fees and expenses, of the Underlying Index.
The RSP employs a “full replication” methodology in seeking to track the Underlying Index, meaning that it generally invests
in all of the securities comprising the Underlying Index in proportion to their weightings in the Underlying Index. The RSP will generally
invest at least 90% of its total assets in the securities that comprise the Underlying Index. However, under various circumstances, it
may not be possible or practicable to purchase all of those securities in those same weightings. In those circumstances, the RSP may
purchase a sample of securities in the Underlying Index. A “sampling” methodology means that Invesco uses quantitative analysis
to select securities from the Underlying Index universe to obtain a representative sample of securities that have, in the aggregate,
investment characteristics similar to the Underlying Index in terms of key risk factors, performance attributes and other characteristics.
These include industry weightings, market capitalization, return variability, earnings valuation, yield and other financial characteristics
of securities. When employing a sampling methodology, Invesco bases the quantity of holdings in the RSP on a number of factors, including
asset size of the RSP, and generally expects the RSP to hold less than the total number of securities in the Underlying Index.
The RSP’s
return may not match the return of the Underlying Index for a number of reasons. For example, the RSP incurs operating expenses not applicable
to the Underlying Index and incurs costs in buying and selling securities, especially when rebalancing the RSP’s securities holdings
to reflect changes in the composition of the Underlying Index. In addition, the performance of the RSP and the Underlying Index may vary
due to asset valuation differences and differences between the RSP’s portfolio and the Underlying Index resulting from legal restrictions,
cost or liquidity constraints.
The S&P
500® Equal Weight Index
The Underlying
Index is the equal weight version of the SPX. The composition of the Underlying Index is the same as the SPX. Constituent changes are
incorporated in the Underlying Index as and when they are made in the SPX. When a company is added to the Underlying Index in the middle
of the quarter, it takes the weight of the company that it replaced. The one exception is when a company is removed from the Underlying
Index at a price of $0.00. In that case, the company’s replacement is added to the Underlying Index at the weight using the previous
day’s closing value, or the most immediate prior business day that the deleted company was not valued at $0.00.
The Underlying
Index is calculated and maintained in the same manner as the SPX, except that the constituents of the Underlying Index are equally weighted.
To calculate an equal-weighted index, the market capitalization for each stock used in the calculation of the index is redefined so that
each index constituent has an equal weight in the index at each rebalancing date. In addition to being the product of the stock price,
the stock’s shares outstanding and the stock’s investible weight factor (“IWF”), an additional weight factor
(“AWF”) is also introduced in the market capitalization calculation to establish equal weighting. The AWF of a stock is the
adjustment factor of that stock assigned at each index rebalancing date that makes all index constituents’ modified market capitalization
equal (and, therefore, equal weight), while maintaining the total market value of the overall index.
See “Reference
Sponsors and Fund Descriptions—The SPDR® S&P 500® ETF Trust— Description of the S&P
500® Index” beginning on page S-49 of the accompanying underlying supplement for additional information about
the SPX.
The SPDR® S&P
500® ETF Trust
The SPY seeks
to provide investment results that, before expenses, correspond generally to the price and yield performance of the S&P 500® Index,
which is designed to measure the performance of large-capitalization segment of the U.S. equity market. The SPY trades on the
NYSE Arca under the ticker symbol “SPY.”
Information
provided to or filed with the SEC by the SPY pursuant to the Securities Act and the Investment Company Act can be located by reference
to SEC file numbers 033-46080 and 811-06125, respectively, through the SEC’s website at http://www.sec.gov. See “Reference
Sponsors and Fund Descriptions—The SPDR® S&P 500® ETF Trust” beginning on page
S-49 of the accompanying underlying supplement for additional information about the SPY.
Historical
Performance of the Funds
The following
graphs set forth daily Closing Prices of the Funds for the period from January 1, 2020 to January 14, 2025. On January 14, 2025, the
Closing Price of the RSP was $ 176.08 and the Closing Price of the SPY was $ 582.19. We obtained the Closing Prices below from Bloomberg
L.P. (“Bloomberg”) without independent verification. The historical performance of a Fund should not be taken as an indication
of its future performance, and no assurances can be given as to the price of any Fund at any time during the term of the notes, including
the Final Valuation Date. We cannot give you assurance that the performance of the Funds will result in the return of any of your investment.
| Historical
Performance of RSP |
|
|
Source: Bloomberg
|
| Historical
Performance of SPY |
|
Source:
Bloomberg
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
The following
discussion is a brief summary of the material U.S. federal income tax considerations relating to an investment in the notes. The following
summary is not complete and is both qualified and supplemented by (although to the extent inconsistent supersedes) the discussion entitled
“Material U.S. Federal Income Tax Consequences” in the underlying supplement, which you should carefully review prior to
investing in the notes. It applies only to those U.S. Holders who are not excluded from the discussion of United States Taxation in the
accompanying prospectus.
The U.S. federal
income tax considerations of your investment in the notes are uncertain. No statutory, judicial or administrative authority directly
discusses how the notes should be treated for U.S. federal income tax purposes. In the opinion of our tax counsel, Mayer Brown LLP, it
would generally be reasonable to treat the notes as prepaid derivative contracts. Pursuant to the terms of the notes, you agree to treat
the notes in this manner for all U.S. federal income tax purposes. If this treatment is respected, subject to the discussion below concerning
the potential application of the “constructive ownership” rules under Section 1260 of the Code, you should generally recognize
capital gain or loss upon the sale, exchange, cash redemption or payment upon maturity in an amount equal to the difference between the
amount you receive in such transaction and the amount that you paid for your notes. Such gain or loss should generally be treated as
long-term capital gain or loss if you have held your notes for more than one year. Non-U.S. holders should consult the section entitled
“Tax Consequences to Non-U.S. Holders” in the underlying supplement.
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 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 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 accompanying underlying
supplement. We are not responsible for any adverse consequences that you may experience as a result of any alternative characterization
of the notes for U.S. federal income tax or other tax purposes.
With respect
to the discussion in the underlying supplement regarding “dividend equivalent” payments, the IRS has issued a notice that
provides that withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments and that
are issued before January 1, 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 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 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 the Issuer on a note as, on account of or in lieu of payment of, or in satisfaction
of, interest.
Non-Resident
Holders should consult their own advisors regarding the consequences to them of a disposition of the notes to a person with whom they
are not dealing at arm’s length for purposes of the Canadian Tax Act.
SUPPLEMENTAL
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
CIBCWM will
purchase the notes from CIBC at the price to public less the underwriting discount set forth on the cover page of this pricing supplement
for distribution to other registered broker-dealers, or will offer the notes directly to investors. CIBCWM or other registered broker-dealers
will offer the notes at the price to public set forth on the cover page of this pricing supplement. CIBCWM may receive a commission of
up to $32.50 (3.25%) per $1,000 principal amount of the notes and may use a portion or all of that commission to allow selling concessions
to other dealers in connection with the distribution of the notes. The other dealers may forgo, in their sole discretion, some or all
of their selling concessions. The price to public for notes purchased by certain fee-based advisory accounts may vary between 96.75%
and 100.00% 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 3.25% of the principal amount of the notes.
CIBCWM is
our affiliate, and is deemed to have a conflict of interest under FINRA Rule 5121. In accordance with FINRA Rule 5121, CIBCWM may not
make sales in this offering to any of its discretionary accounts without the prior written approval of the customer.
We expect
to deliver the notes against payment therefor in New York, New York on a date that is more than one business day 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 one
business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on
any date prior to one business day before delivery will be required to specify alternative settlement arrangements to prevent a failed
settlement.
The Bank may
use this pricing supplement in the initial sale of the notes. In addition, CIBCWM or another of the Bank’s affiliates may use this
pricing supplement in market-making transactions in any notes after their initial sale. Unless CIBCWM or we inform you otherwise in the
confirmation of sale, this pricing supplement is being used by CIBCWM in a market-making transaction.
While CIBCWM
may make markets in the notes, it is under no obligation to do so and may discontinue any market-making activities at any time without
notice. The price that it makes available from time to time after the Original Issue Date at which it would be willing to repurchase
the notes will generally reflect its estimate of their value. That estimated value will be based upon a variety of factors, including
then prevailing market conditions, our creditworthiness and transaction costs. However, for a period of approximately three months after
the Trade Date, the price at which CIBCWM may repurchase the notes is expected to be higher than their estimated value at that time.
This is because, at the beginning of this period, that price will not include certain costs that were included in the initial issue price,
particularly our hedging costs and profits. As the period continues, these costs are expected to be gradually included in the price that
CIBCWM would be willing to pay, and the difference between that price and CIBCWM’s estimate of the value of the notes will decrease
over time until the end of this period. After this period, if CIBCWM continues to make a market in the notes, the prices that it would
pay for them are expected to reflect its estimated value, as well as customary bid-ask spreads for similar trades. In addition, the value
of the notes shown on your account statement may not be identical to the price at which CIBCWM would be willing to purchase the notes
at that time, and could be lower than CIBCWM’s price. See the section titled “Supplemental Plan of Distribution (Conflicts
of Interest)” in the accompanying prospectus supplement.
The price
at which you purchase the notes includes costs that the Bank or its affiliates expect to incur and profits that the Bank or its affiliates
expect to realize in connection with hedging activities related to the notes. These costs and profits will likely reduce the secondary
market price, if any secondary market develops, for the notes. As a result, you may experience an immediate and substantial decline in
the market value of your notes on the Original Issue Date.
THE
BANK’S ESTIMATED VALUE OF THE NOTES
The Bank’s
initial estimated value of the notes set forth on the cover of this pricing supplement is equal to the sum of the values of the following
hypothetical components: (1) a fixed-income debt component with the same maturity as the notes, valued using our internal funding rate
for structured debt described below, and (2) the derivative or derivatives underlying the economic terms of the notes. The Bank’s
initial estimated value does not represent a minimum price at which CIBCWM or any other person would be willing to buy your notes in
any secondary market (if any exists) at any time. The internal funding rate used in the determination of the Bank’s initial estimated
value generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other
things, our view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs
of the notes in comparison to those costs for our conventional fixed-rate debt. For additional information, see “Additional Risk
Factors—The Bank’s initial estimated value of the notes will not be determined by reference to credit spreads for our conventional
fixed-rate debt” in this pricing supplement. The value of the derivative or derivatives underlying the economic terms of the notes
is derived from the Bank’s or a third party hedge provider’s internal pricing models. These models are dependent on inputs
such as the traded market prices of comparable derivative instruments and on various other inputs, some of which are market-observable,
and which can include volatility, dividend rates, interest rates and other factors, as well as assumptions about future market events
and/or environments. Accordingly, the Bank’s initial estimated value of the notes will be determined when the terms of the notes
are set based on market conditions and other relevant factors and assumptions existing at that time. See “Additional Risk Factors—The
Bank’s initial estimated value does not represent future values of the notes and may differ from others’ estimates”
in this pricing supplement.
The Bank’s
initial estimated value of the notes will be lower than the initial issue price of the notes because costs associated with selling, structuring
and hedging the notes are included in the initial issue price of the notes. These costs include the selling commissions paid to CIBCWM
and other affiliated or unaffiliated dealers, the projected profits that our hedge counterparties, which may include our affiliates,
expect to realize for assuming risks inherent in hedging our obligations under the notes and the estimated cost of hedging our obligations
under the notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging
may result in a profit that is more or less than expected, or it may result in a loss. We or one or more of our affiliates will retain
any profits realized in hedging our obligations under the notes. See “Additional Risk Factors—The Bank’s initial estimated
value of the notes will be lower than the initial issue price (price to public) of the notes” in this pricing supplement.
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