Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
31 Janeiro 2025 - 11:24AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-272447
Canadian Imperial Bank of Commerce
Market Linked Securities |
![](https://www.sec.gov/Archives/edgar/data/1045520/000110465925007802/tm2432272d59_fwpimg001.jpg) |
Market Linked Securities – Contingent Fixed Return and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing
of the Common Stock of NVIDIA Corporation and the Common Stock of Advanced Micro Devices, Inc. due March 2, 2026
Term Sheet to Preliminary Pricing Supplement dated January 31,
2025 |
Summary of Terms |
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Issuer |
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Canadian Imperial Bank of Commerce (“CIBC”) |
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Market Measure |
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The lowest performing of the common stock of NVIDIA Corporation (Bloomberg ticker: NVDA) and the common stock of Advanced Micro Devices, Inc. (Bloomberg ticker: AMD) (each, an “Underlying Stock” and together, the “Underlying Stocks”) |
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Face Amount (Original Offering Price) |
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The principal amount of $1,000 per security |
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Pricing Date* |
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February 18, 2025 |
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Issue Date* |
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February 21, 2025 |
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Calculation Day* |
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February 25, 2026 |
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Stated Maturity Date* |
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March 2, 2026 |
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Maturity
Payment Amount (per security) |
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· if
the Ending Price of the Lowest Performing Underlying Stock is greater than or equal to its Threshold Price:
$1,000 + Contingent Fixed Return; or
· if
the Ending Price of the Lowest Performing Underlying Stock is less than its Threshold Price:
$1,000 + ($1,000 × Stock Return of the Lowest
Performing Underlying Stock) |
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Contingent
Fixed Return |
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At least 18.50% of the face amount (or at least $185.00 per security), to be determined on the Pricing Date |
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Lowest Performing Underlying Stock |
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The Underlying Stock with the lowest Stock Return on the Calculation Day. |
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Threshold Price |
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With respect to each Underlying Stock, 60.00% of its Starting Price. |
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Stock Return |
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With respect to each Underlying Stock, the “Stock
Return” is the percentage change from its Starting Price to its Ending Price, measured as follows:
Ending Price – Starting Price
Starting Price |
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Starting Price |
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With respect to each Underlying Stock, its Stock Closing Price on the Pricing Date |
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Ending Price |
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With respect to each Underlying Stock, its Stock Closing Price on the Calculation Day |
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Calculation Agent |
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CIBC |
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Denominations |
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$1,000 and integral multiples of $1,000 in excess thereof |
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Agent’s Underwriting Discount and Other Fees |
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Up to 2.325%; dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may receive a selling concession of up to 1.75% and WFA may receive a distribution expense fee of 0.075%. In addition, in respect of certain securities sold in this offering, the Issuer may pay a fee of up to 0.10% per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers. |
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CUSIP / ISIN |
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13607XVN4 / US13607XVN47 |
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Material Tax Consequences |
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See the preliminary pricing supplement |
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*Subject to change |
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Hypothetical Payout Profile**
** assumes a Contingent Fixed Return
equal to the lowest possible Contingent Fixed Return that will be determined on the Pricing Date
If the Ending Price of the Lowest
Performing Underlying Stock is less than its Threshold Price, you will have full downside exposure to the decrease in the price of the
Lowest Performing Underlying Stock from its Starting Price and will lose more than 40%, and possibly all, of the face amount of your securities
at maturity.
Any positive return on the securities
at maturity will be limited to the Contingent Fixed Return, even if the Ending Price of the Lowest Performing Underlying Stock significantly
exceeds its Starting Price; you will not participate in any appreciation of the Lowest Performing Underlying Stock beyond the Contingent
Fixed Return.
The Issuer’s estimated
value of the securities on the Pricing Date, based on the Issuer’s internal pricing models, is expected to be at least $945.60 per
security but less than the original offering price. The estimated value of the securities is not an indication of actual profit to the
Issuer or to any of the Issuer’s affiliates, nor is it an indication of the price, if any, at which Wells Fargo Securities, LLC
(“Wells Fargo Securities”) or any other person may be willing to buy the securities from you at any time after issuance. See
“The Estimated Value of the Securities” in the accompanying preliminary pricing supplement.
Preliminary Pricing Supplement:
https://www.sec.gov/Archives/edgar/data/1045520/000110465925007791/tm2432272d58_424b2.htm
The securities have complex features and investing
in the securities involves risks not associated with an investment in conventional debt securities. See “Selected Risk Considerations”
in this term sheet and beginning on page PRS-7 of the accompanying preliminary pricing supplement, and “Risk Factors”
beginning on page S-1 of the underlying supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.
This introductory term sheet does not provide
all of the information that an investor should consider prior to making an investment decision.
Investors should carefully review the accompanying
preliminary pricing supplement, product supplement, underlying supplement, prospectus supplement and prospectus before making a decision
to invest in the securities. If the terms described in the preliminary pricing supplement are inconsistent with those described herein,
the terms described in the preliminary pricing supplement will control.
NOT A
BANK DEPOSIT AND NOT INSURED BY THE CANADA DEPOSIT INSURANCE CORPORATION, THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
Selected Risk Considerations
The risks set forth below are discussed in detail
in the “Selected Risk Considerations” in the accompanying preliminary pricing supplement and the “Risk Factors”
in the accompanying underlying supplement, prospectus supplement and prospectus. Please review those risk disclosures carefully.
Risks Relating To The Structure Of The Securities
| · | If The Ending Price of the Lowest Performing
Underlying Stock Is Less Than Its Threshold Price, You Will Lose More Than 40%, And Possibly All, Of The Face Amount Of Your Securities
At Maturity. |
| · | Your Return
Will Be Limited To The Contingent Fixed Return And May Be Lower Than The Return On A Direct Investment In An Underlying Stock. |
| · | The Securities Are Subject To The Full Risks
Of Each Underlying Stock And Will Be Negatively Affected If Any Underlying Stock Performs Poorly, Even If The Other Underlying Stocks
Perform Favorably. |
| · | Your Return On The Securities Will Depend Solely
On The Performance Of The Lowest Performing Underlying Stock, And You Will Not Benefit In Any Way From The Performance Of The Better Performing
Stocks. |
| · | You Will Be Subject To Risks Resulting From The
Relationship Among The Underlying Stocks. |
| · | No Periodic Interest Will Be Paid On The Securities. |
| · | The Stated Maturity Date May Be Postponed
If The Calculation Day Is Postponed. |
Risk Relating To The Credit Risk Of CIBC
| · | The Securities Are Subject To The Credit Risk
Of Canadian Imperial Bank of Commerce. |
Risks Relating To The Estimated Value Of The
Securities And Any Secondary Market
| · | Our Estimated Value Of The Securities Will Be
Lower Than The Original Offering Price Of The Securities. |
| · | Our Estimated Value Does Not Represent Future
Values Of The Securities And May Differ From Others’ Estimates. |
| · | Our Estimated Value Is Not Determined By Reference
To Credit Spreads For Our Conventional Fixed-Rate Debt. |
| · | The Estimated Value Of The Securities Will Not
Be An Indication Of The Price, If Any, At Which Wells Fargo Securities Or Any Other Person May Be Willing To Buy The Securities
From You In The Secondary Market. |
| · | The Value Of The Securities Prior To Maturity
Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways. |
| · | The Securities Will Not Be Listed On Any Securities
Exchange And We Do Not Expect A Trading Market For The Securities To Develop. |
Risks Relating To The Underlying Stocks
· | The Securities Will Be Subject To Single Stock
Risk. |
· | You Have Limited Anti-dilution Protection. |
· | The Securities May Become Linked To The
Common Stock Of A Company Other Than An Original Underlying Stock Issuer. |
Risks Relating To Conflicts Of Interest
· | We Or One Of Our Affiliates Will Be The Calculation
Agent And, As A Result, Potential Conflicts Of Interest Could Arise. |
· | Our Economic Interests And Those Of Any Dealer
Participating In The Offering Of Securities Will Potentially Be Adverse To Your Interests. |
Risks Relating To Tax
· | The U.S. Federal Tax Consequences Of An Investment
In The Securities Are Unclear. |
· | There Can Be No Assurance That The Canadian Federal Income
Tax Consequences Of An Investment In The Securities Will Not Change In The Future. |
The Issuer
has filed a registration statement (including a prospectus, a prospectus supplement, an underlying supplement and a product supplement)
with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you
invest, you should read the prospectus, the prospectus supplement, the underlying supplement and the product supplement in that registration
statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You
may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, any agent or any dealer participating
in the offering will arrange to send you the prospectus, the prospectus supplement, the underlying supplement and the product supplement
if you request them by calling your financial advisor or by calling Wells Fargo Securities at 866-346-7732.
Wells Fargo Advisors is a trade name used by Wells Fargo
Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank
affiliates of Wells Fargo & Company.
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