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Record Resources Inc. — Capital/Financing Update 2024
Dec 10, 2024
46900_rns_2024-12-09_b93e57dc-26dd-47bf-9169-3343f01fa8ff.pdf
Capital/Financing Update
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CIBC
PRICING SUPPLEMENT NO. 682
(To a Short Form Base Shelf Prospectus dated September 19, 2024)
December 9, 2024
This pricing supplement together with the short form base shelf prospectus dated September 19, 2024, to which it relates, as amended or supplemented, and each document incorporated by reference into the prospectus constitutes a public offering of securities only in the jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has in any way passed upon the merits of securities offered hereunder and any representation to the contrary is an offence.
The Notes to be issued hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and, subject to certain exemptions, may not be offered, sold or delivered, directly or indirectly, in the United States of America, its territories, its possessions and other areas subject to its jurisdiction or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act).
CIBC U.S. Big Banks Index (AR) Autocallable Coupon Buffer Notes, Series 127 (USD)
DUE DECEMBER 22, 2031
Maximum US$50,000,000 (500,000 Notes)
(Principal at Risk Structured Notes)
This pricing supplement (the "Pricing Supplement") qualifies the distribution of up to US$50,000,000 of CIBC U.S. Big Banks Index (AR) Autocallable Coupon Buffer Notes, Series 127 (USD) (the "Notes") issued by Canadian Imperial Bank of Commerce ("CIBC") and maturing seven years following the Issue Date. The Notes are U.S. dollar principal at risk notes that offer a return linked to the performance of the Solactive United States Big Banks 60 AR Index (the "Reference Index"). The Reference Index is an adjusted return index that aims to track the gross total return performance of the Solactive United States Big Banks Index TR (the "Target Index"), subject to a reduction of a synthetic dividend of 60 index points per annum calculated daily in arrears on a 360 day basis at the time the Reference Index is calculated (the "Adjusted Return Factor").
| Item | Price to Public | Selling Concession | Proceeds to CIBC |
|---|---|---|---|
| Per Note | US$100.00 | US$3.00 | US$97.00 |
| Total Notes | US$50,000,000 | US$1,500,000 | US$48,500,000 |
CA13535ZHB81 | 1
CIBC World Markets Inc. ("CIBC WM") and Richardson Wealth Limited (each a "Dealer" and collectively the "Dealers") conditionally offer the Notes, subject to prior sale, if, as and when issued by CIBC and accepted by the Dealers in accordance with the conditions contained in a dealer agreement dated September 19, 2024, as amended or supplemented from time to time, between a syndicate of dealers (including the Dealers) and CIBC. CIBC WM, the lead Dealer, is a wholly-owned subsidiary of CIBC. By virtue of such ownership, CIBC is a "related issuer" and a "connected issuer" of CIBC WM under applicable securities legislation. See "Dealers" in this Pricing Supplement and "Plan of Distribution" in the Prospectus.
The selling concession will be payable to the selling agents, including representatives employed by the Dealers, whose clients purchase Notes. An additional fee of up to US$0.15 (0.15%) per Note sold will be payable by CIBC to Richardson Wealth Limited at closing for acting as the independent agent.
The proceeds to CIBC set out above reflects the maximum offering size for the Notes. There is no minimum amount of funds that must be raised under this offering of Notes. This means that CIBC could complete the offering of Notes after raising only a small proportion of the offering amount set out above.
CIBC expects that the estimated value of the Notes on the Issue Date will be US$93.22 per Note, which is less than the issue price. The estimated value of the Notes is an estimate only, calculated on or about the date of this Pricing Supplement. The estimated value of the Notes is based on CIBC's proprietary valuation models. It is uncertain what the estimated value of the Notes will be on the Issue Date because it is uncertain what the value of the inputs to CIBC's proprietary valuation models will be on the Issue Date. The estimated value is not an indication of actual profit that CIBC or affiliates of CIBC will realize, nor is it an indication of the price, if any, at which CIBC WM or any other person may be willing to buy the Notes. See "Preparation of Estimated Value" and "Risk Factors" in the Prospectus.
The Notes will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon the insolvency of the deposit taking institution.
The Notes are not fixed income securities and are not designed to be alternatives to fixed income or money market instruments.
About this Pricing Supplement
This Pricing Supplement supplements the short form base shelf prospectus dated September 19, 2024 (the "Prospectus") relating to the issuance of Medium Term Notes (Principal at Risk Structured Notes) of CIBC. If the information in this Pricing Supplement differs from the information contained in the Prospectus, you should rely on the information in this Pricing Supplement. You should read both this Pricing Supplement and the Prospectus carefully to understand fully the terms of the Notes and other considerations that are important to your investment decision. The information in this Pricing Supplement and the accompanying Prospectus is current only as of the respective dates of each such document.
References in this Pricing Supplement to "CAD", "dollars", or "$" are to Canadian currency and references to "USD", "U.S. dollars" and "US$" are to U.S. currency. Certain capitalized terms used in this Pricing Supplement are defined in Appendix F – "Definitions". Capitalized terms not otherwise defined in this Pricing Supplement have the meanings ascribed to them in the Prospectus.
See Appendix E – “Additional Information” for information relating to this Pricing Supplement.
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Description of the Notes
Issuer
Canadian Imperial Bank of Commerce.
Dealers
CIBC World Markets Inc. and Richardson Wealth Limited
Richardson Wealth Limited, as the independent agent, has performed due diligence in connection with the offering of the Notes. Richardson Wealth Limited has not participated in the structuring or pricing of the Notes.
Principal Amount
US$100.00 (Par) per Note (the "Principal Amount").
Issue Size
Maximum US$50,000,000 (500,000 Notes).
Minimum Subscription
US$5,000 (50 Notes).
Fundserv Order Code
CBL17721. Purchasers of Notes will not receive any cash credit for interest on funds deposited with a distributor on the Fundserv network pending closing of the offering. See "Fundserv — Notes Purchased Using the Fundserv Network" in the Prospectus.
CUSIP Number
13535ZHB8
Issue Date
December 20, 2024, or such other date as agreed upon by CIBC and the Dealers.
Reference Index
The Solactive United States Big Banks 60 AR Index. The Solactive United States Big Banks 60 AR Index is an adjusted return index that aims to track the gross total return performance of the Solactive United States Big Banks Index TR, subject to a reduction of a synthetic dividend of 60 index points per annum calculated daily in arrears on a 360 day basis at the time the Reference Index is calculated. The Closing Level of the Reference Index on December 4, 2024 was 2,318.00. The Adjusted Return Factor divided by the level of the Reference Index was therefore equal to 2.59% on December 4, 2024. Over the term of the Notes, the sum of the Adjusted Return Factor of 60 points per annum will be approximately 420 index points, representing 18.12% of the level of the Reference Index on December 4, 2024. The Target Index is a gross total return index that reflects the applicable price changes of its constituent securities and any dividends and distributions paid in respect of such securities. For the calculation of the level of the Target Index, any dividends or other distributions paid on the constituent securities of the Target Index are assumed to be reinvested across all the constituent securities of the Target Index. There is no assurance of the ability of issuers of the securities comprising the Target Index to declare and pay dividends or make distributions in respect of the constituent securities of the Target Index or to sustain or increase such dividends and distributions at or above historical levels.
CA13535ZHB81 | 3
See Appendix A – “The Reference Index” for information relating to the Reference Index.
Objective of the Notes
The objective of the Notes is to pay Investors the following amounts:
a) on each Coupon Payment Date during the term of the Notes, Investors may receive a coupon payment (a “Coupon Payment”), determined as follows:
i) if the Reference Index Return on the immediately preceding Valuation Date is greater than or equal to -35.00%, the Coupon Payment will equal the Coupon Amount; and
ii) if the Reference Index Return on the immediately preceding Valuation Date is less than -35.00%, the Coupon Payment will be US$0.00 per Note.
b) if the Notes are automatically called by CIBC, Investors will be entitled to receive on the applicable Call Date, in addition to the final Coupon Payment, an amount per Note equal to the Principal Amount; or
c) if the Notes are not automatically called by CIBC, Investors will be entitled to receive on the Maturity Payment Date, in addition to any final Coupon Payment, an amount per Note equal to the sum of (A) the Principal Amount and (B) the Variable Amount (which will either be nil or negative), subject to a minimum Maturity Amount of US$1.00 per Note.
Variable Amount
The Variable Amount for a Note is an amount equal to the product of US$100.00 multiplied by the following:
a) 0.00%, if the Reference Index Return is greater than or equal to -35.00% on the immediately preceding Valuation Date; or
b) the product of (i) the Reference Index Return plus 35.00%; and (ii) 153.84% (which will be negative in these circumstances and will result in a loss of a portion of the Principal Amount at maturity), if the Reference Index Return is less than -35.00% on the immediately preceding Valuation Date.
If the Notes are called by CIBC, Investors will not be entitled to receive any further return that they would have otherwise been entitled to receive if the Notes had not been called by CIBC.
Reference Index Return
The Reference Index Return will be a number (positive or negative), expressed as a percentage, determined as follows: $$(\text{Index Level}{\text{VD}} - \text{Index Level}{\text{ID}}) / (\text{Index Level}_{\text{ID}})$$
where:
a) the "Index Level" will be the Closing Level on the applicable Valuation Date; and
b) the "Index Level" will be the Closing Level on the Issue Date, provided that if the Issue Date is not an Exchange Day, the Index Level shall be determined on the next following Exchange Day (in which case references in this Pricing Supplement to the Closing Level on the Issue Date shall be deemed to refer to the Closing Level on such next following Exchange Day),
subject in each case to the provisions set out under "Market Disruption Events, Adjustments and Substitutions and Extraordinary Events" in the Prospectus.
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Coupon Payments
On each monthly Coupon Payment Date during the term of the Notes, Investors will be eligible to receive a Coupon Payment equal to US$0.54 per Note (the "Coupon Amount"). Coupon Payments will be determined as follows:
a) if the Reference Index Return on the immediately preceding Valuation Date is greater than or equal to -35.00%, the Coupon Payment will equal the Coupon Amount; and
b) if the Reference Index Return on the immediately preceding Valuation Date is less than -35.00%, the Coupon Payment will be US$0.00 per Note.
The total Coupon Payments payable to Investors over the term of the Notes will not exceed US$45.36 per Note (based on US$0.54 per Note payable on each Coupon Payment Date). No Coupon Payments will be paid on a Coupon Payment Date if the Reference Index Return on the immediately preceding Valuation Date is less than -35.00% or if the Notes have been automatically called by CIBC on a preceding Call Date. There is no guarantee that any Coupon Payments will be paid during the term of the Notes.
Coupon Payment Dates, Valuation Dates and Call Dates
Based on an Issue Date of December 20, 2024, the Coupon Payment Dates, Valuation Dates and Call Dates are as follows:
| Valuation Dates | Coupon Payment Dates | Call Dates |
|---|---|---|
| January 13, 2025 | January 21, 2025 | - |
| February 12, 2025 | February 20, 2025 | - |
| March 13, 2025 | March 20, 2025 | - |
| April 11, 2025 | April 21, 2025 | - |
| May 12, 2025 | May 20, 2025 | - |
| June 12, 2025 | June 20, 2025 | - |
| July 14, 2025 | July 21, 2025 | - |
| August 13, 2025 | August 20, 2025 | - |
| September 15, 2025 | September 22, 2025 | - |
| October 10, 2025 | October 20, 2025 | - |
| November 13, 2025 | November 20, 2025 | - |
| December 15, 2025 | December 22, 2025 | December 22, 2025 |
| January 12, 2026 | January 20, 2026 | - |
| February 12, 2026 | February 20, 2026 | - |
| March 13, 2026 | March 20, 2026 | - |
| April 13, 2026 | April 20, 2026 | - |
| May 12, 2026 | May 20, 2026 | - |
| June 12, 2026 | June 22, 2026 | June 22, 2026 |
| July 13, 2026 | July 20, 2026 | - |
| August 13, 2026 | August 20, 2026 | - |
| September 14, 2026 | September 21, 2026 | - |
| October 13, 2026 | October 20, 2026 | - |
| November 13, 2026 | November 20, 2026 | - |
| December 14, 2026 | December 21, 2026 | December 21, 2026 |
CA13535ZHB81 | 5
| Valuation Dates | Coupon Payment Dates | Call Dates |
|---|---|---|
| January 12, 2027 | January 20, 2027 | - |
| February 12, 2027 | February 22, 2027 | - |
| March 15, 2027 | March 22, 2027 | - |
| April 13, 2027 | April 20, 2027 | - |
| May 13, 2027 | May 20, 2027 | - |
| June 11, 2027 | June 21, 2027 | June 21, 2027 |
| July 13, 2027 | July 20, 2027 | - |
| August 13, 2027 | August 20, 2027 | - |
| September 13, 2027 | September 20, 2027 | - |
| October 13, 2027 | October 20, 2027 | - |
| November 15, 2027 | November 22, 2027 | - |
| December 13, 2027 | December 20, 2027 | December 20, 2027 |
| January 12, 2028 | January 20, 2028 | - |
| February 14, 2028 | February 22, 2028 | - |
| March 13, 2028 | March 20, 2028 | - |
| April 12, 2028 | April 20, 2028 | - |
| May 15, 2028 | May 23, 2028 | - |
| June 12, 2028 | June 20, 2028 | June 20, 2028 |
| July 13, 2028 | July 20, 2028 | - |
| August 14, 2028 | August 21, 2028 | - |
| September 13, 2028 | September 20, 2028 | - |
| October 13, 2028 | October 20, 2028 | - |
| November 10, 2028 | November 20, 2028 | - |
| December 13, 2028 | December 20, 2028 | December 20, 2028 |
| January 12, 2029 | January 22, 2029 | - |
| February 12, 2029 | February 20, 2029 | - |
| March 13, 2029 | March 20, 2029 | - |
| April 13, 2029 | April 20, 2029 | - |
| May 14, 2029 | May 22, 2029 | - |
| June 12, 2029 | June 20, 2029 | June 20, 2029 |
| July 13, 2029 | July 20, 2029 | - |
| August 13, 2029 | August 20, 2029 | - |
| September 13, 2029 | September 20, 2029 | - |
| October 15, 2029 | October 22, 2029 | - |
| November 13, 2029 | November 20, 2029 | - |
| December 13, 2029 | December 20, 2029 | December 20, 2029 |
| January 14, 2030 | January 22, 2030 | - |
| February 12, 2030 | February 20, 2030 | - |
CA13535ZHB81 | 6
| Valuation Dates | Coupon Payment Dates | Call Dates |
|---|---|---|
| March 13, 2030 | March 20, 2030 | - |
| April 12, 2030 | April 22, 2030 | - |
| May 13, 2030 | May 21, 2030 | - |
| June 12, 2030 | June 20, 2030 | June 20, 2030 |
| July 15, 2030 | July 22, 2030 | - |
| August 13, 2030 | August 20, 2030 | - |
| September 13, 2030 | September 20, 2030 | - |
| October 11, 2030 | October 21, 2030 | - |
| November 13, 2030 | November 20, 2030 | - |
| December 13, 2030 | December 20, 2030 | December 20, 2030 |
| January 13, 2031 | January 21, 2031 | - |
| February 12, 2031 | February 20, 2031 | - |
| March 13, 2031 | March 20, 2031 | - |
| April 14, 2031 | April 21, 2031 | - |
| May 12, 2031 | May 20, 2031 | - |
| June 12, 2031 | June 20, 2031 | June 20, 2031 |
| July 14, 2031 | July 21, 2031 | - |
| August 13, 2031 | August 20, 2031 | - |
| September 15, 2031 | September 22, 2031 | - |
| October 10, 2031 | October 20, 2031 | - |
| November 13, 2031 | November 20, 2031 | - |
| December 15, 2031 | December 22, 2031 | - |
Provided that (i) if any such Coupon Payment Date is not a Business Day, then the Coupon Payment Date will be the next Business Day, subject to the occurrence of a Market Disruption Event; (ii) if the Issue Date is postponed, each Call Date will be postponed by an equivalent number of days, and provided further that if any such Call Date is not both a Business Day and at least five Business Days following the applicable Valuation Date, the applicable Call Date will be postponed until the next Business Day that is at least five Business Days following the immediately preceding Valuation Date, in each case subject to the occurrence of a Market Disruption Event; and (iii) if any such Valuation Date is not an Exchange Day, then the applicable Valuation Date will be the immediately preceding Exchange Day, subject to the occurrence of a Market Disruption Event.
Maturity Date
The Maturity Date will be December 22, 2031, provided that if such date is not a Business Day, then the Maturity Date will be the immediately following Business Day, subject to the Notes being automatically called (i.e., redeemed) by CIBC on any Call Date during the term of the Notes and subject to the occurrence of a Market Disruption Event.
Subject to the Notes being automatically called by CIBC on a Call Date or upon the occurrence of certain Extraordinary Events as set forth in the Prospectus, the Notes are not redeemable by CIBC prior to the Maturity Date. See "Market Disruption Events, Adjustments and Substitutions and Extraordinary Events" in the Prospectus.
Call Feature
The Notes will be automatically called by CIBC on a Call Date if the Reference Index Return on the Valuation Date immediately preceding such Call Date is greater than or equal to 5.00%.
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Maturity Amount
Investors will be entitled to receive on the later of (a) the fifth Business Day following the final Valuation Date and (b) the Maturity Date (the "Maturity Payment Date") (or on a Call Date, if the Notes are automatically called by CIBC prior to the Maturity Date) in respect of each Note held by such Investor, an amount (the "Maturity Amount") equal to the sum of (i) the Principal Amount and (ii) the Variable Amount, subject to a minimum Maturity Amount of US$1.00 per Note.
The return on the Notes will not reflect the total return that an Investor would receive if such Investor owned the securities in the Target Index. An Investor will not have, and the Notes will not represent, any direct or indirect ownership or other interest in the securities in the Target Index. Investors will not have any right to receive any dividends or other distributions on any securities in the Target Index nor will Investors have the right to exercise any voting rights for such securities and will only have a right against CIBC to be paid the Coupon Payments on each Coupon Payment Date, if applicable, and the Maturity Amount at maturity (or on a Call Date, if the Notes are automatically called by CIBC prior to the Maturity Date). The Coupon Payments and the Maturity Amount will be a function of the performance of the Reference Index, an adjusted return index that aims to track the gross total return performance of the Target Index, subject to the Adjusted Return Factor. See Appendix B – "Hypothetical Examples of the Calculation of the Coupon Payments and the Maturity Amount". The annual dividend yield of the securities included in the Target Index was 2.09% for the 12 months ended December 4, 2024, which would represent aggregate dividends of 14.63% over the seven year term of the Notes, assuming the dividend yield remains consistent and the dividends are not reinvested.
Ongoing Information about the Notes
Ongoing information about the performance of the Notes will be available to Investors at https://notes.cibc.com, including (a) the daily secondary market price offered by CIBC WM for the Notes (reflecting any applicable Early Trading Amount), (b) the daily Closing Level, (c) the performance of the Reference Index to date, (d) the amount of each Coupon Payment to date, (e) any adjustments or substitutions made in connection with an Extraordinary Event to date and (f) notice to Investors if CIBC called the Notes on a Call Date.
Calculation Agent
CIBC WM.
Summary of Fees and Expenses
Selling Concession
A selling concession of US$3.00 (3.00%) per Note sold will be payable to the selling agents, including representatives employed by the Dealers, whose clients purchase Notes. An additional fee of up to US$0.15 (0.15%) per Note sold will be payable by CIBC to Richardson Wealth Limited at closing for acting as the independent agent.
Early Trading Amount
The Notes are designed for investors who are prepared to hold the Notes to maturity. If an Investor sells any Notes in the secondary market to CIBC WM within the first 180 days from the Issue Date, the sale price received for those Notes will reflect the deduction of an early trading amount ("Early Trading Amount") of 3.96% per Note initially, declining daily by 0.022% of the Principal Amount to 0.00% after 180 days.
Expenses of the Offering
The expenses of the offering (including the license fees payable by CIBC in connection with use of the Reference Index) will be borne by CIBC.
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Use of Proceeds
The net proceeds to CIBC from the sale of the Notes, after deducting expenses of issue, will be added to the general funds of CIBC. CIBC and/or its affiliates or associates may use the proceeds in transactions intended to hedge CIBC's obligations under the Notes.
Listing and Secondary Market
The Notes will not be listed on any securities exchange or quotation system.
CIBC WM intends to provide a daily secondary market for the sale of Notes to CIBC WM but reserves the right not to do so, in its sole discretion, at any time without any prior notice to Investors. Under no circumstances will CIBC WM provide a secondary market for the Notes on or following a Valuation Date for the Notes if the Notes will be called by CIBC on the applicable Call Date. No other secondary market for the Notes will be available. An Investor cannot elect to receive the Maturity Amount prior to the Maturity Payment Date. The sale of Fundserv-enabled Notes using the Fundserv network carries certain restrictions, including selling procedures that require that an irrevocable sale order be initiated at a bid price that will not be known prior to placing such sale order. CIBC will be the only CDS participant holding interests in the Fundserv-enabled Notes and CIBC will maintain the records of beneficial ownership of Investors or their nominee. CIBC will record in its records the beneficial ownership of Notes by Investors as instructed by an Investor's financial advisor using the Fundserv network. The sale of a Note to CIBC WM will be effected at a price equal to CIBC WM's bid price for the Note (which may be less than US$100.00 per Note and which will reflect the deduction of any applicable Early Trading Amount). See "Summary of Fees and Expenses - Early Trading Amount" in this Pricing Supplement and "Fundserv — Sale of Notes using the Fundserv Network" in the Prospectus.
Investors should not base their decision to purchase the Notes on the availability of a secondary market or, if a secondary market is available, on the expectation that the bid price for the Notes will be equal to or greater than the Principal Amount invested by the Investor. An Investor should be prepared to hold the Notes until the Maturity Date. Investors choosing to sell their Notes prior to the Maturity Date may be unable to sell their Notes and, if a sale is possible, may receive sales proceeds that do not reflect the performance of the Reference Index up to that time.
An Investor should consult his or her investment advisor on whether it would be more favourable in the circumstances at any time to sell the Notes (assuming the availability of a secondary market) or hold the Notes until the Maturity Date. An Investor should also consult his or her tax advisor as to the income tax consequences arising from a sale prior to the Maturity Date. See Appendix C – "Certain Canadian Federal Income Tax Considerations" in this Pricing Supplement.
Factors Affecting the Bid Price of the Notes
The bid price at which an Investor will be able to sell the Notes in the secondary market to CIBC WM prior to the Maturity Date may be at a discount, which could be substantial, from the Maturity Amount that would be payable if the Notes were maturing on such day. CIBC WM's bid price for the Notes in the secondary market will be affected by a number of complex and inter-related factors, and the effect of one factor may offset or magnify the effect of another factor, potentially resulting in adverse movements in the bid price of the Notes prior to the Maturity Date.
See Appendix D – "Certain Risk Factors" for a summary of some of the factors that may affect the bid price of the Notes.
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Suitability for Investment
The Notes are not suitable for all investors. In determining whether the Notes are a suitable investment, an investor should consider that:
a) the Notes are designed for investors who are seeking a U.S. dollar denominated investment;
b) the aggregate payments received by an Investor over the term of the Notes, consisting of the Coupon Payments and the Maturity Amount, may be less than, and could be substantially less than, the Investor's original investment in the Notes, and Investors could lose substantially all of their investment in the Notes, subject to a minimum Maturity Amount of US$1.00 per Note;
c) the Notes will be redeemed automatically prior to the Maturity Date if, on any applicable Valuation Date, the Reference Index Return is greater than or equal to 5.00%;
d) any positive Reference Index Return on a Valuation Date will not be reflected in the calculation of the Maturity Amount payable on the Maturity Payment Date (or the applicable Call Date if the Notes are automatically called by CIBC);
e) an investor's investment strategy should be consistent with the investment features of the Notes;
f) an investor's investment time horizon should correspond with the term of the Notes; and
g) the Notes are subject to the risk factors summarized in Appendix D - "Certain Risk Factors" in this Pricing Supplement and "Risk Factors" in the Prospectus.
Certain Canadian Federal Income Tax Considerations
See Appendix C – "Certain Canadian Federal Income Tax Considerations" and "Certain Canadian Federal Income Tax Considerations" in the Prospectus for a summary of the principal Canadian federal income tax considerations generally applicable to an investment in the Notes.
Certain Risk Factors
See Appendix D – "Certain Risk Factors" and "Risk Factors" in the Prospectus for a summary of some of the most significant risks relating to an investment in the Notes.
No Rating
The Notes will not be specifically rated by any rating agency. As of the date hereof, the unsubordinated indebtedness of CIBC with a term to maturity of one year or more (which would include CIBC's obligations under the Notes) are rated AA (stable outlook) by DBRS Limited, Aa2 (stable outlook) by Moody's Investors Service, AA (stable outlook) by Fitch Ratings and A+ (stable outlook) by Standard & Poor's Ratings Services. A rating is not a recommendation to buy, sell or hold investments, and may be subject to revision or withdrawal at any time by the relevant rating agency.
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Appendix A
The Reference Index
Public Information
Information contained in this Pricing Supplement with respect to the Reference Index and the securities in the Target Index was obtained from a number of public sources that CIBC believes to be reliable, including the website maintained by the Index Sponsor. CIBC, the Dealers and their respective affiliates and associates have not independently verified the accuracy or completeness of any such information, including the calculation, maintenance or publication of the Reference Index.
The Solactive United States Big Banks 60 AR Index
The Solactive United States Big Banks 60 AR Index is an adjusted return index that aims to track the gross total return performance of the Solactive United States Big Banks Index TR, subject to a reduction of a synthetic dividend of 60 index points per annum calculated daily in arrears on a 360 day basis at the time the Reference Index is calculated.
The Target Index is a free-float market capitalization weighted equity index. The methodology of the Target Index provides that constituent securities fulfill the following criteria: stocks must be part of the GBS Index Universe of the Solactive GBS United States 100 Index PR; security market capitalization of at least US$8 billion; stocks must be classified as one of the following industries according to NAICS primary industry classification – Securities Brokerage, Commercial Banking or Investment Banking and Securities Lending; and average daily traded value over the last one month and the last six months of at least US$20 million across all United States exchanges.
The Target Index is a gross total return index that seeks to replicate the overall return from holding a portfolio consisting of the constituent securities of the Target Index, including any dividends and distributions paid in respect of such securities. For the calculation of the level of the Target Index, any dividends or other distributions paid on the constituent securities of the Target Index are reinvested across all the constituent securities of the Target Index. The composition of the Target Index is ordinarily reviewed four times a year in February, May, August and November and is also subject to extraordinary adjustments in compliance with the rules of the Index Sponsor.
The Target Index was first launched on September 21, 2020. The Target Index is calculated and published in U.S. dollars. The only component of the Reference Index is the Target Index. The Reference Index was first launched and published on September 16, 2024. The Reference Index is calculated and published in U.S. dollars.
The methodology of the Reference Index is published on Solactive AG's website.
The Closing Level of the Reference Index as of December 4, 2024 was 2,318.00.
Disclaimer
All information contained in this Pricing Supplement regarding the Reference Index, including, without limitation, its make-up, performance, method of calculation and changes in its constituents, has been derived from publicly available sources without independent verification. Such information reflects the policies of and is subject to change by Solactive AG. CIBC makes no representation or warranty as to the accuracy or completeness of such information. The Index Sponsor independently calculates, maintains and publishes the Reference Index. The Index Sponsor has no obligation to continue to publish, and may discontinue publication of, the Reference Index. The Index Sponsor has no obligation relating to the Notes or amounts to be paid to an Investor, including any obligation to take the needs of CIBC, CIBC WM or the beneficial owners of the Notes into consideration for any reason. The Index Sponsor will not receive any of the proceeds of the offering of the Notes, is not responsible for and has not participated in, the offering of the Notes nor is it responsible for, nor will it participate in, the determination or calculation of the amount receivable by beneficial owners of the Notes. The Index Sponsor makes no representation or warranty, express or implied, regarding the advisability of investing in securities generally or the Notes in particular. Neither the Index Sponsor nor any of its affiliates are involved in the operation or distribution of the Notes and neither the Index Sponsor nor its affiliates shall have any liability for operation or distribution of the Notes or the failure of the Notes to achieve their investment objective.
CA13535ZHB81 | 11
The Index Sponsor is not related to CIBC or CIBC WM. The Index Sponsor and CIBC have entered into a license agreement providing CIBC, in exchange for a fee, with the right to use the Reference Index in connection with the Notes. The Index Sponsor does not guarantee the accuracy or completeness of the Reference Index, any data included therein, or any data from which it is derived, and the Index Sponsor has no liability for any errors, omissions, or interruptions therein. The Index Sponsor does not make any warranty, express or implied, as to results to be obtained from use of information provided by the Index Sponsor in respect of the Reference Index and the Index Sponsor expressly disclaims all warranties of suitability with respect thereto.
The Notes are not sponsored, promoted, sold or supported in any other manner by the Index Sponsor nor does the Index Sponsor offer any express or implicit guarantee or assurance either with regard to the results of using the Reference Index and/or Reference Index trademark or the Closing Level at any time or in any other respect. The Index Sponsor uses its best efforts to ensure that the Reference Index is calculated correctly. Irrespective of its obligations towards the Issuer, the Index Sponsor has no obligation to point out errors in the Reference Index to third parties including but not limited to investors and/or financial intermediaries of the Notes. Neither publication of the Reference Index by the Index Sponsor nor the licensing of the Reference Index or Reference Index trademark for the purpose of use in connection with the Notes constitutes a recommendation by the Index Sponsor to invest capital in the Notes nor does it in any way represent an assurance or opinion of the Index Sponsor with regard to any investment in the Notes.
CA13535ZHB81 | 12
Appendix B
Hypothetical Examples of the Calculation of the Coupon Payments and the Maturity Amount
The following hypothetical examples show how the Coupon Payments and the Maturity Amount would be calculated under three different scenarios. The Reference Index Return will be calculated based on the performance of the Reference Index, which reflects the gross total return performance of the Target Index as reduced by the Adjusted Return Factor. These examples are for illustrative purposes only and should not be construed as an estimate or forecast of the performance of the Reference Index at any time during the term of the Notes or the return that may be paid on the Notes. The actual performance of the Reference Index will be different from these hypothetical examples and the differences may be material.
Hypothetical Scenario #1 with no Coupon Payments payable and the Notes are not called prior to maturity
In this hypothetical scenario, the Reference Index Return was less than -35.00% on each Valuation Date. Accordingly, the Notes were not automatically called by CIBC prior to maturity and Investors would not be entitled to receive a Coupon Payment on any of the Coupon Payment Dates. The Variable Amount at maturity will be -US$21.54 per Note, calculated as the product of US$100.00 x (-49.00% + 35.00%) x 153.84%, as the Reference Index Return is less than -35.00% on the final Valuation Date. In this example the total cumulative return is -21.54% (which is equal to an annual compounded return of -3.41%).
| Monthly Valuation Date | Reference Index Return | Coupon Payment |
|---|---|---|
| 1 | -47.00% | US$0.00 |
| 2 | -38.00% | US$0.00 |
| 3 | -47.00% | US$0.00 |
| 4 | -50.00% | US$0.00 |
| 5 | -52.00% | US$0.00 |
| 6 | -55.00% | US$0.00 |
| 7 | -49.00% | US$0.00 |
| 8 | -48.00% | US$0.00 |
| 9 | -45.00% | US$0.00 |
| 10 | -52.00% | US$0.00 |
| 11 | -54.00% | US$0.00 |
| 12 | -49.00% | US$0.00 |
| 13 | -50.00% | US$0.00 |
| 14 | -48.00% | US$0.00 |
| 15 | -49.00% | US$0.00 |
| 16 | -53.00% | US$0.00 |
| 17 | -54.00% | US$0.00 |
| 18 | -54.00% | US$0.00 |
| 19 | -49.00% | US$0.00 |
| 20 | -46.00% | US$0.00 |
| 21 | -46.00% | US$0.00 |
CA13535ZHB81 | 13
| Monthly Valuation Date | Reference Index Return | Coupon Payment |
|---|---|---|
| 22 | -44.00% | US$0.00 |
| 23 | -43.00% | US$0.00 |
| 24 | -49.00% | US$0.00 |
| 25 | -51.00% | US$0.00 |
| 26 | -51.00% | US$0.00 |
| 27 | -42.00% | US$0.00 |
| 28 | -46.00% | US$0.00 |
| 29 | -48.00% | US$0.00 |
| 30 | -38.00% | US$0.00 |
| 31 | -45.00% | US$0.00 |
| 32 | -43.00% | US$0.00 |
| 33 | -38.00% | US$0.00 |
| 34 | -55.00% | US$0.00 |
| 35 | -54.00% | US$0.00 |
| 36 | -50.00% | US$0.00 |
| 37 | -51.00% | US$0.00 |
| 38 | -39.00% | US$0.00 |
| 39 | -46.00% | US$0.00 |
| 40 | -51.00% | US$0.00 |
| 41 | -52.00% | US$0.00 |
| 42 | -44.00% | US$0.00 |
| 43 | -55.00% | US$0.00 |
| 44 | -49.00% | US$0.00 |
| 45 | -40.00% | US$0.00 |
| 46 | -52.00% | US$0.00 |
| 47 | -40.00% | US$0.00 |
| 48 | -46.00% | US$0.00 |
| 49 | -54.00% | US$0.00 |
| 50 | -46.00% | US$0.00 |
| 51 | -40.00% | US$0.00 |
| 52 | -44.00% | US$0.00 |
| 53 | -54.00% | US$0.00 |
| 54 | -48.00% | US$0.00 |
| 55 | -42.00% | US$0.00 |
| 56 | -51.00% | US$0.00 |
| 57 | -41.00% | US$0.00 |
| 58 | -42.00% | US$0.00 |
| 59 | -54.00% | US$0.00 |
CA13535ZHB81 | 14
| Monthly Valuation Date | Reference Index Return | Coupon Payment |
|---|---|---|
| 60 | -40.00% | US$0.00 |
| 61 | -41.00% | US$0.00 |
| 62 | -54.00% | US$0.00 |
| 63 | -50.00% | US$0.00 |
| 64 | -52.00% | US$0.00 |
| 65 | -45.00% | US$0.00 |
| 66 | -53.00% | US$0.00 |
| 67 | -38.00% | US$0.00 |
| 68 | -53.00% | US$0.00 |
| 69 | -39.00% | US$0.00 |
| 70 | -42.00% | US$0.00 |
| 71 | -54.00% | US$0.00 |
| 72 | -39.00% | US$0.00 |
| 73 | -54.00% | US$0.00 |
| 74 | -50.00% | US$0.00 |
| 75 | -53.00% | US$0.00 |
| 76 | -48.00% | US$0.00 |
| 77 | -45.00% | US$0.00 |
| 78 | -41.00% | US$0.00 |
| 79 | -53.00% | US$0.00 |
| 80 | -51.00% | US$0.00 |
| 81 | -49.00% | US$0.00 |
| 82 | -39.00% | US$0.00 |
| 83 | -52.00% | US$0.00 |
| 84 | -49.00% | US$0.00 |
Total Coupon Payments: US$0.00
Variable Amount: US$100.00 x (-49.00% + 35.00%) x 153.84% = -US$21.54
Maturity Amount: US$78.46
Annual Compounded Return: -3.41%
CA13535ZHB81 | 15
Hypothetical Scenario #2 with Coupon Payments payable on forty-three Coupon Payment Dates and the Notes are not called prior to maturity
In this hypothetical scenario, the Reference Index Return was below 5.00% on each Valuation Date and the Reference Index Return was less than -35.00% on forty-one Valuation Dates. Accordingly, the Notes were not automatically called by CIBC prior to maturity and Investors would be entitled to receive Coupon Payments on forty-three Coupon Payment Dates (aggregate Coupon Payments of US$23.22 over the term of the Notes). The Variable Amount at maturity will be equal to US$0.00 per Note, calculated as the product of US$100.00 x 0.00%, as the Reference Index Return was greater than or equal to -35.00% on the final Valuation Date. In this example the total cumulative return is 23.22% (which is equal to an annual compounded return of 3.03%).
| Monthly Valuation Date | Reference Index Return | Coupon Payment |
|---|---|---|
| 1 | -38.00% | US$0.00 |
| 2 | -50.00% | US$0.00 |
| 3 | -36.00% | US$0.00 |
| 4 | -36.00% | US$0.00 |
| 5 | -48.00% | US$0.00 |
| 6 | -46.00% | US$0.00 |
| 7 | -47.00% | US$0.00 |
| 8 | -43.00% | US$0.00 |
| 9 | -36.00% | US$0.00 |
| 10 | -48.00% | US$0.00 |
| 11 | -47.00% | US$0.00 |
| 12 | -36.00% | US$0.00 |
| 13 | -48.00% | US$0.00 |
| 14 | -49.00% | US$0.00 |
| 15 | -39.00% | US$0.00 |
| 16 | -38.00% | US$0.00 |
| 17 | -46.00% | US$0.00 |
| 18 | -36.00% | US$0.00 |
| 19 | -36.00% | US$0.00 |
| 20 | -42.00% | US$0.00 |
| 21 | -39.00% | US$0.00 |
| 22 | -37.00% | US$0.00 |
| 23 | -40.00% | US$0.00 |
| 24 | -46.00% | US$0.00 |
| 25 | -50.00% | US$0.00 |
| 26 | -37.00% | US$0.00 |
| 27 | -42.00% | US$0.00 |
| 28 | -44.00% | US$0.00 |
| 29 | -46.00% | US$0.00 |
| 30 | -40.00% | US$0.00 |
| 31 | -49.00% | US$0.00 |
CA13535ZHB81 | 16
| Monthly Valuation Date | Reference Index Return | Coupon Payment |
|---|---|---|
| 32 | -48.00% | US$0.00 |
| 33 | -40.00% | US$0.00 |
| 34 | -47.00% | US$0.00 |
| 35 | -36.00% | US$0.00 |
| 36 | -39.00% | US$0.00 |
| 37 | -36.00% | US$0.00 |
| 38 | -42.00% | US$0.00 |
| 39 | -45.00% | US$0.00 |
| 40 | -49.00% | US$0.00 |
| 41 | -39.00% | US$0.00 |
| 42 | -30.00% | US$0.54 |
| 43 | -33.00% | US$0.54 |
| 44 | -30.00% | US$0.54 |
| 45 | -22.00% | US$0.54 |
| 46 | -3.00% | US$0.54 |
| 47 | -27.00% | US$0.54 |
| 48 | -25.00% | US$0.54 |
| 49 | -14.00% | US$0.54 |
| 50 | 2.00% | US$0.54 |
| 51 | -24.00% | US$0.54 |
| 52 | -17.00% | US$0.54 |
| 53 | -14.00% | US$0.54 |
| 54 | -21.00% | US$0.54 |
| 55 | -15.00% | US$0.54 |
| 56 | -30.00% | US$0.54 |
| 57 | -11.00% | US$0.54 |
| 58 | -13.00% | US$0.54 |
| 59 | -21.00% | US$0.54 |
| 60 | -32.00% | US$0.54 |
| 61 | -32.00% | US$0.54 |
| 62 | 3.00% | US$0.54 |
| 63 | -10.00% | US$0.54 |
| 64 | 4.00% | US$0.54 |
| 65 | -12.00% | US$0.54 |
| 66 | -8.00% | US$0.54 |
| 67 | -8.00% | US$0.54 |
| 68 | -8.00% | US$0.54 |
| 69 | -1.00% | US$0.54 |
CA13535ZHB81 | 17
| Monthly Valuation Date | Reference Index Return | Coupon Payment |
|---|---|---|
| 70 | 3.00% | US$0.54 |
| 71 | -21.00% | US$0.54 |
| 72 | -4.00% | US$0.54 |
| 73 | 1.00% | US$0.54 |
| 74 | 4.00% | US$0.54 |
| 75 | -31.00% | US$0.54 |
| 76 | -14.00% | US$0.54 |
| 77 | -7.00% | US$0.54 |
| 78 | 1.00% | US$0.54 |
| 79 | 1.00% | US$0.54 |
| 80 | -2.00% | US$0.54 |
| 81 | 4.00% | US$0.54 |
| 82 | -27.00% | US$0.54 |
| 83 | -6.00% | US$0.54 |
| 84 | -5.00% | US$0.54 |
Total Coupon Payments: US$23.22
Variable Amount: US$0.00
Maturity Amount: US$100.00
Annual Compounded Return: 3.03%
CA13535ZHB81 | 18
Hypothetical Scenario #3 with Coupon Payments payable on sixty Coupon Payment Dates and the Notes are called prior to maturity
In this hypothetical scenario, the Reference Index Return was greater than or equal to 5.00% on the 60th Valuation Date and the Reference Index Return was greater than or equal to -35.00% on sixty Valuation Dates. Accordingly, the Notes were automatically called by CIBC on the related Call Date following the 60th Valuation Date and Investors would be entitled to receive Coupon Payments on sixty Coupon Payment Dates (aggregate Coupon Payments of US$32.40 over the term of the Notes). Since the Reference Index Return on the 60th Valuation Date was greater than or equal to 5.00%, the Notes will be called prior to maturity and the Variable Amount will be equal to US$0.00 per Note, calculated as the product of US$100.00 x 0.00%. In this example the total cumulative return is 32.40% (which is equal to an annual compounded return of 5.77%).
| Monthly Valuation Date | Reference Index Return | Coupon Payment |
|---|---|---|
| 1 | -26.00% | US$0.54 |
| 2 | -20.00% | US$0.54 |
| 3 | 4.00% | US$0.54 |
| 4 | -19.00% | US$0.54 |
| 5 | -23.00% | US$0.54 |
| 6 | -31.00% | US$0.54 |
| 7 | -6.00% | US$0.54 |
| 8 | -31.00% | US$0.54 |
| 9 | -21.00% | US$0.54 |
| 10 | -1.00% | US$0.54 |
| 11 | -34.00% | US$0.54 |
| 12 | -1.00% | US$0.54 |
| 13 | -19.00% | US$0.54 |
| 14 | -18.00% | US$0.54 |
| 15 | -14.00% | US$0.54 |
| 16 | -1.00% | US$0.54 |
| 17 | -24.00% | US$0.54 |
| 18 | -20.00% | US$0.54 |
| 19 | 2.00% | US$0.54 |
| 20 | -19.00% | US$0.54 |
| 21 | -7.00% | US$0.54 |
| 22 | -22.00% | US$0.54 |
| 23 | 3.00% | US$0.54 |
| 24 | -6.00% | US$0.54 |
| 25 | -23.00% | US$0.54 |
| 26 | -16.00% | US$0.54 |
| 27 | -19.00% | US$0.54 |
| 28 | -16.00% | US$0.54 |
| 29 | -18.00% | US$0.54 |
| 30 | -13.00% | US$0.54 |
CA13535ZHB81 | 19
| Monthly Valuation Date | Reference Index Return | Coupon Payment |
|---|---|---|
| 31 | -19.00% | US$0.54 |
| 32 | -7.00% | US$0.54 |
| 33 | -24.00% | US$0.54 |
| 34 | -7.00% | US$0.54 |
| 35 | -8.00% | US$0.54 |
| 36 | -18.00% | US$0.54 |
| 37 | -7.00% | US$0.54 |
| 38 | 4.00% | US$0.54 |
| 39 | -4.00% | US$0.54 |
| 40 | 2.00% | US$0.54 |
| 41 | -17.00% | US$0.54 |
| 42 | -29.00% | US$0.54 |
| 43 | -28.00% | US$0.54 |
| 44 | -5.00% | US$0.54 |
| 45 | -26.00% | US$0.54 |
| 46 | 0.00% | US$0.54 |
| 47 | 3.00% | US$0.54 |
| 48 | -25.00% | US$0.54 |
| 49 | -21.00% | US$0.54 |
| 50 | -3.00% | US$0.54 |
| 51 | -1.00% | US$0.54 |
| 52 | -31.00% | US$0.54 |
| 53 | -34.00% | US$0.54 |
| 54 | -33.00% | US$0.54 |
| 55 | 1.00% | US$0.54 |
| 56 | -22.00% | US$0.54 |
| 57 | -22.00% | US$0.54 |
| 58 | -10.00% | US$0.54 |
| 59 | -34.00% | US$0.54 |
| 60 | 6.00% | US$0.54 |
Total Coupon Payments: US$32.40
Variable Amount: US$0.00
Maturity Amount: US$100.00
Annual Compounded Return: 5.77%
CA13535ZHB81 | 20
Appendix C
Certain Canadian Federal Income Tax Considerations
The following summary describes certain Canadian federal income tax considerations under the Income Tax Act (Canada) (the "Tax Act") generally applicable as of the date hereof to the acquisition, holding and disposition of Notes by a Holder (as defined in the Prospectus under "Certain Canadian Federal Income Tax Considerations") who purchases Notes at the time of their issuance pursuant to this offering.
This summary is supplemental to and should be read together with the description of certain material Canadian federal income tax considerations relevant to a Holder under "Certain Canadian Federal Income Tax Considerations" in the Prospectus, noting that a revised version of the Capital Gains Amendments (as defined therein) was released by the Minister of Finance (Canada) on September 23, 2024.
This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in the Notes. Accordingly, this summary is of a general nature only and is not intended to be legal or tax advice to any Holder. Investors are urged to consult their own tax advisors for advice with respect to the potential income tax consequences to them of an investment in the Notes, having regard to their particular circumstances.
Subject to the specific exception described below under "Disposition of Notes Prior to Maturity", all U.S. dollar amounts relevant in computing a Holder's liability under the Tax Act with respect to the acquisition, holding or disposition of Notes must generally be converted into Canadian dollars using the exchange rate quoted by the Bank of Canada for the applicable day or such other rate of exchange that is acceptable to the CRA. Holders of Notes may, as a consequence, realize income, capital gains or capital losses by virtue of changes in the value of the U.S. dollar relative to the Canadian dollar.
Coupon Payments
A Holder will be required to include in his or her income for a taxation year the full amount of any Coupon Payments received or receivable by the Holder in that taxation year, depending on the method normally used by the Holder for computing his or her income under the Tax Act.
Payment on the Maturity Payment Date, on a Call Date or as a Consequence of an Extraordinary Event
A Holder will not be required to include any amount in income on account of interest in respect of the Maturity Amount payable on the Maturity Payment Date or a Call Date in respect of a Note if the Maturity Amount as expressed in U.S. dollars is equal to the Principal Amount of such Note.
If the Early Redemption Amount is paid to a Holder in respect of a Note as a consequence of an Extraordinary Event, the excess (if any) of such payment over the Principal Amount of such Note would be included in the Holder's income as interest for the taxation year in which such payment is received or receivable by the Holder, depending on the method normally used by the Holder for computing his or her income under the Tax Act.
On a disposition of a Note resulting from the payment by or on behalf of CIBC, a Holder will generally realize a capital gain or capital loss to the extent that the amount so paid (excluding any amount required to be included in income as described above) is greater or less than the Holder's adjusted cost base of the Note.
CA13535ZHB81 | 21
Disposition of Notes Prior to Maturity
On any sale of a Note to CIBC WM in the secondary market or other assignment or transfer of a Note, a Holder will generally be required to include in income the amount of interest accrued (or deemed to have accrued) on the Note from the last Coupon Payment Date to the time of sale, assignment or transfer to the extent that such amount has not otherwise been included in the Holder's income. For these purposes, an amount of interest will be deemed to have accrued to the time of such a sale, assignment or transfer of a Note equal to the amount, if any, by which the price for which the Note was sold, assigned or otherwise transferred exceeds the Principal Amount of such Note. For purposes of this calculation, the Principal Amount of the Note will be converted to Canadian dollars using the exchange rate prevailing at the time of such sale, assignment or transfer. Holders should consult their own tax advisors as to the amount, if any, required to be so included, and whether or to what extent an offsetting deduction may be available to the extent that the portion of the consideration received or receivable by the Holder for the Note that can reasonably be considered to be in respect of such accrued interest is less than the amount of such inclusion.
The net amount, if any, required to be so included in computing income as described above will be excluded in computing the Holder's proceeds of disposition of the Note. On such a sale, assignment or transfer of a Note, a Holder should realize a capital gain (or a capital loss) to the extent that the proceeds of disposition (adjusted as described above), net of any reasonable costs of disposition, exceed (or are less than) the Holder's adjusted cost base of such Note.
Holders who dispose of a Note prior to maturity should consult their own tax advisors with respect to their particular circumstances.
CA13535ZHB81 | 22
Appendix D
Certain Risk Factors
Risk Factors Related to the Offering of Notes
The Notes are principal at risk instruments and are riskier than ordinary unsecured debt securities. The Coupon Payments and the Maturity Amount are linked to the performance of the Reference Index. This section describes certain risks relating to an investment in the Notes, but additional significant risk factors are included in the Prospectus. Investors are urged to read the following information about these risks, and the other information in this Pricing Supplement and the Prospectus, before investing in the Notes.
Investors could lose substantially all of their investment in the Notes
The aggregate payments received by an Investor over the term of the Notes, consisting of the Coupon Payments and the Maturity Amount, may be less than, and could be substantially less than, the Investor's original investment in the Notes, and Investors could lose substantially all of their investment in the Notes, subject to a minimum Maturity Amount of US$1.00 per Note. The Notes are not suitable for Investors who require a guaranteed return or who cannot withstand a loss of a substantial part of their investment.
The cumulative return on the Notes may be less than the Reference Index Return at maturity
It is possible that the cumulative return resulting from the Coupon Payments paid during the term of a Note and the Maturity Amount paid on the Maturity Payment Date (or on a Call Date, if the Notes are automatically called by CIBC prior to the Maturity Date) in respect of such Note will be less than the Reference Index Return at maturity. Investors could lose substantially all of their investment in the Notes and are only guaranteed to receive US$1.00 per Note on the Maturity Payment Date.
The Maturity Amount will not reflect any positive Reference Index Return
If the Notes have not been called and the Reference Index Return on the final Valuation Date is greater than or equal to -35.00%, Investors will be entitled to receive a Maturity Amount on the Maturity Payment Date equal to the Principal Amount of the Notes. The Notes do not provide for any participation in any positive performance of the Reference Index, other than the right to receive Coupon Payments.
The Notes are subject to an automatic call feature
The Notes will be automatically called by CIBC on a Call Date if the Reference Index Return on the corresponding Valuation Date is greater than or equal to 5.00%. In such event, Investors will receive a Maturity Amount on the applicable Call Date equal to the Principal Amount, which will not reflect any appreciation of the Reference Index to the relevant Valuation Date. If the Notes are called by CIBC, Investors will not be entitled to receive any further return that they would have otherwise been entitled to receive if the Notes had not been called by CIBC.
An Investor will not be entitled to the benefit of any prior increase in the Closing Level during the term of the Notes
The Coupon Payments payable on the Coupon Payment Dates during the term of the Notes and the Variable Amount payable on the Maturity Payment Date (or on a Call Date, if the Notes are automatically called by CIBC prior to the Maturity Date) are linked to the Reference Index Return as of the applicable Valuation Date. The Reference Index Return on a Valuation Date may be lower than the Reference Index Return on other dates during the term of the Notes, which may result in no Coupon Payment being paid on a Coupon Payment Date, and/or a negative Variable Amount on the Maturity Payment Date. In determining whether a Coupon Payment is payable on a particular Coupon Payment Date and the Variable Amount payable on the Maturity Payment Date (or on a Call Date, if the Notes are automatically called by CIBC prior to the Maturity Date), an Investor will not be entitled to the benefit of any prior increase in the Closing Level during the term of the Notes.
CA13535ZHB81 | 23
If the Reference Index Return on a Valuation Date is less than -35.00%, no Coupon Payment will be paid on the applicable Coupon Payment Date
Whether a Coupon Payment is payable on a Coupon Payment Date during the term of the Notes is linked to the Reference Index Return as of the applicable Valuation Date. If the Reference Index Return is less than -35.00% on a Valuation Date, no Coupon Payment will be paid on the applicable Coupon Payment Date. As such, no Coupon Payment may be payable in respect of one or more Coupon Payment Dates.
Income tax considerations
The full amount of each Coupon Payment received or receivable by an Investor and, in the event of a sale of a Note to CIBC WM in the secondary market, any interest accrued (or deemed to have accrued) on the Note from the last Coupon Payment Date to the time of disposition, will generally be included in the Investor's income, whereas an Investor who holds a Note as capital property will generally realize a capital loss to the extent that the Maturity Amount or proceeds of disposition in respect of a Note, as the case may be, is less than the Investor's adjusted cost base of such Note. As described under "Certain Canadian Federal Income Tax Considerations" in the Prospectus, a capital loss is only partially deductible; moreover, the deductible portion of a capital loss is only deductible against taxable capital gains.
The tax consequences to an Investor may be subject to changes in taxation laws, regulations or administrative practices. Any changes to the existing published administrative position of the CRA could result in changes to the tax consequences to an Investor as described herein.
Subject to the specific exception described herein under Appendix C - "Certain Canadian Federal Income Tax Considerations - Disposition of Notes Prior to Maturity", U.S. dollar amounts relating to the Notes must generally be converted into Canadian dollars for Canadian tax purposes using the exchange rate quoted by the Bank of Canada for the applicable day or such other rate of exchange that is acceptable to the CRA. In certain circumstances, such conversions could result in an Investor who disposes of a Note (whether on redemption by CIBC or otherwise) both realizing a capital loss and being required to include an amount in income for purposes of the Tax Act. See Appendix C - "Certain Canadian Federal Income Tax Considerations" in this Pricing Supplement.
U.S. Federal Income Tax Laws
The U.S. Treasury Department has issued various pieces of guidance under Section 871(m) of the U.S. Internal Revenue Code, including several sets of regulations and notices. The most recent notice amended the effective date of the Section 871(m) regulations. As a result of the effective date amendments, certain portions of the Section 871(m) regulations took effect on January 1, 2017 and other portions currently are scheduled to take effect after December 31, 2026. When effective, the Section 871(m) regulations make certain "dividend equivalent" payments to foreign persons subject to U.S. federal withholding tax. Although the Notes should not be subject to the new rules contained in the Section 871(m) regulations as they are currently drafted, the regulations raise a number of substantive and interpretive issues. If the regulations are amended or otherwise interpreted in a manner such that CIBC determines that an Extraordinary Event has occurred, then all of the outstanding Notes may be redeemed by CIBC. See "Market Disruption Events, Adjustments and Substitutions and Extraordinary Events" in the Prospectus. In addition, if the final regulations are amended or otherwise interpreted in a manner such that CIBC determines that an Extraordinary Event has occurred, then CIBC may take certain actions, including requesting that the Calculation Agent replace the Reference Index with another comparable reference index, or requesting the Calculation Agent to make adjustments to the terms of the Notes to reflect the occurrence of the Extraordinary Event, including to the methodology for calculating the Maturity Amount. See "Market Disruption Events, Adjustments and Substitutions and Extraordinary Events" in the Prospectus. Any such adjustments will be confirmed by the Calculation Expert. Such adjustments may adversely affect the Maturity Amount and the value of the Notes at or prior to maturity. The details of any adjustments to the terms of the Notes will be made available to investors at https://notes.cibc.com.
The bid price at which an Investor will be able to sell the Notes in the secondary market to CIBC WM prior to the Maturity Date may be at a discount, which could be substantial, from the Maturity Amount that would be payable if the Notes were maturing on such day
Many factors may affect the bid price of the Notes. These factors interrelate in complex ways and the effect of one factor may offset or magnify the effect of another factor, potentially resulting in adverse movements in the bid price of the Notes prior to the Maturity Date.
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The following list, although not exhaustive, identifies some of the factors that may affect the bid price of the Notes and how each factor may affect the bid price of the Notes given a change in the factor, assuming all other factors affecting the bid price, or the Notes generally, remain unchanged. It is also important to note that the sale price received by an Investor who sells a Note to CIBC WM prior to the Maturity Date will reflect the deduction of any applicable Early Trading Amount. See "Summary of Fees and Expenses - Early Trading Amount" above.
The performance of the Reference Index – The bid price of the Notes will be affected by the increase or decrease in the Closing Level since the Issue Date, the performance of the Reference Index relative to 5.00% on the date the bid price is determined and whether the Reference Index Return is less than -35.00% on such date. However, the bid price might have a non-linear sensitivity to the rise and fall in the Closing Level (i.e., the bid price of a Note might increase and decrease at a different rate compared to the respective increase and decrease in the Closing Level).
Changes in the level of interest rates – The bid price of the Notes may be affected by changes in U.S. interest rates. In general, if U.S. interest rates increase, it is expected that the bid price of the Notes will decrease. Conversely, if U.S. interest rates decrease, it is expected that the bid price of the Notes will increase.
CIBC's rating, financial condition and results of operations – Actual or anticipated changes in CIBC's current rating for its unsecured and unsubordinated debt, CIBC's financial conditions or results of operations may significantly affect the bid price of the Notes.
The "time value" associated with the Notes – There is "value" within the Notes associated with the passing of time. The magnitude of the time value within the Notes and whether it has a positive or negative impact on the bid price of the Notes will depend upon a number of related factors, including but not limited to, the increase or decrease in the Closing Level since the Issue Date, the performance of the Reference Index relative to 5.00% on the date the bid price is determined, whether the Reference Index Return is less than -35.00% on such date, the length of the remaining term of the Notes, the length of time remaining until the next Coupon Payment Date and the amount by which the Closing Level is expected to fluctuate over such remaining term.
Volatility in the Reference Index – Volatility is the term used to describe the magnitude of market fluctuations in a given time period. Expectations of the volatility of the Reference Index over the remaining term of the Notes will affect the bid price of the Notes. The magnitude of the impact and whether it is positive or negative will depend upon a number of related factors, including but not limited to, the increase or decrease in the Closing Level since the Issue Date, the performance of the Reference Index relative to 5.00% on the date the bid price is determined, whether the Reference Index Return is less than -35.00% on such date, the length of time remaining until the next Coupon Payment Date and the length of the remaining term of the Notes.
The Coupon Amounts payable on the Notes – Investors should be aware that the bid price of the Notes will be reduced by the Coupon Amount, if any, approximately two days prior to the applicable Coupon Payment Date.
Upfront sales fee – The upfront sales fee paid by the Dealers to the investment advisors who sold the Notes to Investors will be recovered from any Investors who sell their Notes prior to the Maturity Date, initially through the Early Trading Amount that will be reflected in the bid price of the Notes and, as the Early Trading Amount declines to 0.00% after 180 days, through such other adjustment as may be required to the bid price for the Notes.
CIBC's expected profit – CIBC's expected profit in relation to the Notes (which may or may not be realized) will depend on the amount it is obligated to pay under the Notes to Investors and the total costs incurred by CIBC in creating, issuing, maintaining and hedging the Notes, and on CIBC's ability to successfully hedge its obligations under the Notes over the term of the Notes. All or a portion of the profit that the CIBC group of companies expects to realize in consideration for creating, issuing and maintaining the Notes, and for assuming the risks associated with establishing and maintaining its hedge for the Notes, may be recovered by CIBC WM from any Investors who sell their Notes prior to the Maturity Date. A portion of such expected profit may be recovered by CIBC WM through the Early Trading Amount that will be reflected in the bid price of the Notes in the first 180 days, and the balance may be recovered by amortizing such expected profit through a gradual reduction of the bid price of the Notes.
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Additional risks relating to market conditions
Events such as health emergencies, war and occupation, terrorism and related geopolitical risks, natural disasters, disruptions to public infrastructure and other catastrophic events may lead to increased market volatility and may have adverse short-term and long-term effects on world economies and markets generally, including Canadian, U.S., European and other economies and securities markets. The effects of disruptive events could affect the economies and securities markets of countries in ways that cannot necessarily be foreseen at the present time. These events could also exacerbate other pre-existing political, social and economic risks. Such events could also cause substantial market volatility, exchange trading suspensions and closures and affect the performance of the Reference Index.
Risk Factors Related to the Reference Index
The Reference Index and Target Index have a limited performance history
The Reference Index and Target Index were first launched and published on September 16, 2024 and September 21, 2020, respectively. Accordingly, there is limited performance history for the Reference Index and the Target Index to evaluate the prior performance of the Reference Index and Target Index, and as such, the Notes may perform in unexpected ways and may involve greater risk than Notes linked to one or more indices with a more established record of performance. This may make it more difficult for an investor to make an informed decision with respect to the Notes.
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Appendix E
Additional Information
Documents Incorporated by Reference
This Pricing Supplement is deemed to be incorporated by reference into the Prospectus solely for the purpose of the Notes issued hereunder. The following documents, which have been filed by CIBC with the various securities commissions or similar authorities in Canada, are specifically incorporated by reference into, and form an integral part of, the Prospectus as of the date of this Pricing Supplement:
- CIBC's Annual Information Form dated December 4, 2024, which incorporates by reference portions of CIBC's Annual Report for the year ended October 31, 2024 ("CIBC's 2024 Annual Report");
- CIBC's comparative audited consolidated financial statements for the year ended October 31, 2024, together with the auditors' report for CIBC's 2024 fiscal year;
- CIBC's Management's Discussion and Analysis for the year ended October 31, 2024 contained in CIBC's 2024 Annual Report; and
- CIBC's Management Proxy Circular dated February 14, 2024 regarding CIBC's annual meeting of shareholders held on April 4, 2024.
Marketing Materials
The template version of the marketing materials titled "CIBC U.S. Big Banks Index (AR) Autocallable Coupon Buffer Notes, Series 127 (USD)" filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada as "marketing materials" (as defined in National Instrument 41-101 – General Prospectus Requirements) as of the date hereof is deemed to be incorporated by reference into this Pricing Supplement. Any template version of "marketing materials" (as defined in National Instrument 41-101 – General Prospectus Requirements) filed with the securities commission or similar authority in each of the provinces and territories of Canada in connection with this offering after the date hereof but prior to the termination of the distribution of the Notes under this Pricing Supplement (including any amendments to, or an amended version of, the marketing materials) is deemed to be incorporated by reference herein and in the Prospectus. Any such marketing materials are not part of this Pricing Supplement or the Prospectus to the extent that the contents of the marketing materials have been modified or superseded by a statement contained in an amendment to this Pricing Supplement or the Prospectus.
Forward Looking Statements
This Pricing Supplement and the Prospectus, including the documents that are incorporated by reference in this Pricing Supplement and the Prospectus, contain forward-looking statements within the meaning of certain securities laws. All such statements are made pursuant to the "safe harbour" provisions of, and are intended to be forward-looking statements under applicable Canadian and U.S. securities legislation, including the U.S. Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements made about the operations, business lines, financial condition, risk management, priorities, targets and sustainability commitments (including with respect to net-zero emissions and environmental, social and governance (ESG) related activities), ongoing objectives, strategies, the regulatory environment in which CIBC operates and outlook for calendar year 2025 and subsequent periods. Forward-looking statements are typically identified by the words "believe", "expect", "anticipate", "intend", "estimate", "forecast", "target", "predict", "commit", "ambition", "goal", "strive", "project", "objective" and other similar expressions or future or conditional verbs such as "will", "may", "should", "would" and "could". By their nature, these statements require CIBC to make assumptions, and are subject to inherent risks and uncertainties that may be general or specific. Given the continuing impact of the interest rate, inflationary, macroeconomic, banking and regulatory environment, the impact of hybrid work arrangements and the lagged impact high interest rates on the U.S. real estate sector, the softening of the labour market and uncertain political conditions in the U.S., and the war in Ukraine and conflict in the Middle East on the global economy, financial markets, and CIBC's business, results of operations, reputation and financial condition, there is
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inherently more uncertainty associated with CIBC's assumptions as compared to prior periods. A variety of factors, many of which are beyond CIBC's control, affect the operations, performance and results of CIBC, and could cause actual results to differ materially from the expectations expressed in any of CIBC's forward-looking statements. These factors include: inflationary pressures; global supply-chain disruptions; geopolitical risk, including from the war in Ukraine and conflict in the Middle East, the occurrence, continuance or intensification of public health emergencies, such as the impact of post-pandemic hybrid work arrangements, and any related government policies and actions; credit, market, liquidity, strategic, insurance, operational, reputation, conduct and legal, regulatory and environmental risk; currency value and interest rate fluctuations, including as a result of market and oil price volatility; the effectiveness and adequacy of CIBC's risk management and valuation models and processes; legislative or regulatory developments in the jurisdictions where CIBC operates, including the Organisation for Economic Co-operation and Development Common Reporting Standard, and regulatory reforms in the United Kingdom and Europe, the Basel Committee on Banking Supervision's global standards for capital and liquidity reform, and those relating to bank recapitalization legislation and the payments system in Canada; amendments to, and interpretations of, risk-based capital guidelines and reporting instructions, and interest rate and liquidity regulatory guidance; exposure to, and the resolution of, significant litigation or regulatory matters, CIBC's ability to successfully appeal adverse outcomes of such matters and the timing, determination and recovery of amounts related to such matters; the effect of changes to accounting standards, rules and interpretations; changes in CIBC's estimates of reserves and allowances; changes in tax laws; changes to CIBC's credit ratings; political conditions and developments, including changes relating to economic or trade matters; the possible effect on CIBC's business of international conflicts, such as the war in Ukraine and conflict in the Middle East, and terrorism; natural disasters, disruptions to public infrastructure and other catastrophic events; reliance on third parties to provide components of CIBC's business infrastructure; potential disruptions to CIBC's information technology systems and services; increasing cyber security risks which may include theft or disclosure of assets, unauthorized access to sensitive information, or operational disruption; social media risk; losses incurred as a result of internal or external fraud; anti-money laundering; the accuracy and completeness of information provided to CIBC concerning clients and counterparties; the failure of third parties to comply with their obligations to CIBC and its affiliates or associates; intensifying competition from established competitors and new entrants in the financial services industry including through internet and mobile banking; technological change including the use of data and artificial intelligence in CIBC's business; global capital market activity; changes in monetary and economic policy; general business and economic conditions worldwide, as well as in Canada, the U.S. and other countries where CIBC has operations, including increasing Canadian household debt levels and global credit risks; climate change and other ESG related risks including CIBC's ability to implement various sustainability-related initiatives internally and with its clients under expected time frames and CIBC's ability to scale its sustainable finance products and services; CIBC's success in developing and introducing new products and services, expanding existing distribution channels, developing new distribution channels and realizing increased revenue from these channels; changes in client spending and saving habits; CIBC's ability to attract and retain key employees and executives; CIBC's ability to successfully execute its strategies and complete and integrate acquisitions and joint ventures; the risk that expected benefits of an acquisition, merger or divestiture will not be realized within the expected time frame or at all; and CIBC's ability to anticipate and manage the risks associated with these factors.
This list is not exhaustive of the factors that may affect any of CIBC's forward-looking statements. Additional information about these factors can be found in the "Management of risk" section of CIBC's 2024 Annual Report. These and other factors should be considered carefully and readers should not place undue reliance on CIBC's forward-looking statements. CIBC does not undertake to update any forward-looking statement that is contained in this Pricing Supplement, the Prospectus or the documents incorporated by reference in this Pricing Supplement or the Prospectus except as required by law.
Capitalization
There have been no material changes in the consolidated capitalization of CIBC since October 31, 2024.
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Appendix F
Definitions
In addition to the terms defined in the Prospectus, in this Pricing Supplement, unless the context otherwise requires, terms not otherwise defined herein will have the meaning ascribed thereto hereunder:
“affiliate” and “associate” have the meanings ascribed thereto in the Securities Act (Ontario).
“Business Day” means any day, other than (i) a Saturday, a Sunday or (ii) a day on which commercial banks in Toronto, Ontario or New York, New York are required or authorized by law to remain closed. Unless otherwise specified, if any day on which an action is specified to be taken in this Pricing Supplement in respect of the Notes falls on a day that is not a Business Day, such action will be postponed to the following Business Day.
“CDS” means CDS Clearing and Depository Services Inc., or its successor or nominee.
“Closing Level” means the official closing level or value (as the case may be) for the Reference Index as announced by the Index Sponsor, provided that, if on or after the Issue Date the Index Sponsor materially changes the time of day at which such official closing level or value is determined or no longer announces such official closing level or value, the Calculation Agent may thereafter deem the Closing Level to be the level or value of the Reference Index as of the time of day used by such Index Sponsor to determine the official closing level or value prior to such change or failure to announce, subject to the provisions set out under “Description of the Notes – Market Disruption Events, Adjustments and Substitutions and Extraordinary Events” in the Prospectus.
“Exchange” means the exchange or trading system from which prices of securities are used from time to time in the computation of the Closing Level, subject to the provisions set out under “Description of the Notes – Market Disruption Events, Adjustments and Substitutions and Extraordinary Events” in the Prospectus.
“Exchange Day” means any day on which the Exchange and / or Related Exchange are scheduled to be open for trading during their respective regular trading sessions, notwithstanding the Exchange or Related Exchange closing prior to its Scheduled Closing Time.
“Index Sponsor” means Solactive AG, which calculates and publishes the Reference Index on the Issue Date, or any entity that succeeds the Index Sponsor in respect of the Reference Index and continues calculation and publication of the Reference Index, provided that such successor is acceptable to CIBC.
“Investor” means an owner of record or beneficial owner of a Note, as the context requires.
“Related Exchange” means any exchange or trading system on which futures or options contracts on the Reference Index are listed from time to time.
“Scheduled Closing Time” means, in respect of the Exchange or any Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of the Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours.
“Scheduled Trading Day” means any day on which the Exchange and / or Related Exchange are scheduled to be open for trading for their regular trading sessions.
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