Form FWP CANADIAN IMPERIAL BANK Filed by: CANADIAN IMPERIAL BANK OF COMMERCE /CAN/

December 8, 2021 11:24 AM EST

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Filed Pursuant to Rule 433
Registration No. 333-257113

 

Canadian Imperial Bank of Commerce

Market Linked Securities 

Market Linked Securities—Auto-Callable with Contingent Coupon and Contingent Downside

Principal at Risk Securities Linked to the Lowest Performing of the Russell 2000® Index, the Nasdaq-100® Index and the EURO STOXX
50® Index due December 22, 2025

Term Sheet to Preliminary Pricing Supplement dated December 8, 2021

 

   Summary of Terms  
Issuer Canadian Imperial Bank of Commerce (“CIBC”)  
Term 4 years (unless earlier called)  
Reference Asset The Russell 2000® Index (Bloomberg ticker symbol “RTY”), the Nasdaq-100® Index (Bloomberg ticker symbol “NDX”) and the EURO STOXX 50® Index (Bloomberg ticker symbol “SX5E”) (each an “Index,” and collectively the “Indices”)  
Principal Amount (Original Offering Price) $1,000 per security (100% of par)  
Pricing Date December 17, 2021*  
Issue Date December 22, 2021*  
Final Valuation Date December 17, 2025*  
Stated Maturity Date December 22, 2025*  
Contingent Coupon Payments See “How Contingent Coupon Payments Are Calculated” on page 2  
Contingent Coupon Rate 8.75% to 9.75% per annum, to be determined on the Pricing Date  
Coupon Threshold Level For each Index, 75% of its Starting Level  
Coupon Determination Dates Quarterly, on the 17th of each March, June, September and December, commencing March 2022 and ending on the Final Valuation Date*, each subject to postponement  
Automatic Call See “How to Determine if the Securities Will Be Automatically Called” on page 2  
Call Observation Dates Quarterly, the Coupon Determination Dates beginning June 2022 and ending September 2025* (together with the Coupon Determination Dates, the “Valuation Dates”)  
Payment at Maturity See “How the Payment at Maturity Is Calculated” on page 2  
Downside Threshold Level For each Index, 75% of its Starting Level  
Lowest Performing Index See “How the Lowest Performing Index Is Determined” on page 2  
Starting Level     For each Index, its Closing Level on the Pricing Date  
Ending Level   For each Index, its Closing Level on the Final Valuation Date  
Calculation Agent CIBC  
Denominations     $1,000 and integral multiples of $1,000 in excess thereof  
Agent’s Underwriting Discount and Other Fees Up to 2.50%; dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may receive a selling concession of up to 1.50% and WFA will 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 $2.50 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.  
CUSIP / ISIN 13607X3T2 / US13607X3T20  

 

*To the extent that the Issuer makes any change to the expected Pricing Date or expected Issue Date, the Valuation Dates, the Stated Maturity Date and other dates may also be changed in the Issuer’s discretion to ensure that the term of the securities remains the same

 

 

Description of Terms
  · Linked to the lowest performing of the Russell 2000® Index, the Nasdaq-100® Index and the EURO STOXX 50® Index
  · Unlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at maturity and are subject to potential automatic call prior to maturity upon the terms described below. Whether the securities pay a Contingent Coupon Payment, whether the securities are automatically called prior to maturity and, if they are not automatically called, whether you are repaid the principal amount of your securities at maturity will depend in each case on the Closing Level of the Lowest Performing Index on the relevant Valuation Date. The Lowest Performing Index on any Valuation Date is the Index that has the lowest Closing Level on that Valuation Date as a percentage of its Starting Level
  · Contingent Coupon Payments. The securities will pay a Contingent Coupon Payment on a quarterly basis until the earlier of maturity or automatic call if, and only if, the Closing Level of the Lowest Performing Index on the Coupon Determination Date for that quarter is greater than or equal to its Coupon Threshold Level. However, if the Closing Level of the Lowest Performing Index on a Coupon Determination Date is less than its Coupon Threshold Level, you will not receive any Contingent Coupon Payment for the relevant quarter. The Coupon Threshold Level for each Index is equal to 75% of its Starting Level. The Contingent Coupon Rate will be determined on the Pricing Date and will be within the range of 8.75% to 9.75% per annum
  · Automatic Call. If the Closing Level of the Lowest Performing Index on any Call Observation Date is greater than or equal to its Starting Level, the securities will be automatically called for the principal amount plus a final Contingent Coupon Payment
  · Potential Loss of Principal. If the securities are not automatically called prior to maturity, you will receive the principal amount at maturity if, and only if, the Ending Level of the Lowest Performing Index is greater than or equal to its Downside Threshold Level. If the Ending Level of the Lowest Performing Index is less than its Downside Threshold Level, you will lose more than 25%, and possibly all, of the principal amount of your securities. The Downside Threshold Level for each Index is equal to 75% of its Starting Level
  · If the securities are not automatically called prior to maturity, you will have full downside exposure to the Lowest Performing Index from its Starting Level if its Ending Level is less than its Downside Threshold Level, but you will not participate in any appreciation of any Index and will not receive any dividends on securities included in any Index
  · Your return on the securities will depend solely on the performance of the Lowest Performing Index on each Valuation Date. You will not benefit in any way from the performance of the better performing Indices. Therefore, you will be adversely affected if any Index performs poorly, even if the other Indices perform favorably
  · All payments on the securities are subject to the credit risk of CIBC, and you will have no ability to pursue any securities included in any Index for payment; if CIBC defaults on its obligations, you could lose all or some of your investment
  · No exchange listing; designed to be held to maturity or earlier automatic call

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 $910.60 per security but less than the principal amount. 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.

Investing in the securities involves significant risks. See “Selected Risk Considerations” in this term sheet and “Risk Factors” beginning on page PRS-9 of the accompanying preliminary pricing supplement, 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 preliminary pricing supplement, the underlying supplement, the prospectus supplement and the 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

 

 

 

How The Lowest Performing Index Is Determined

 

The Lowest Performing Index on any Valuation Date is the Index with the lowest Performance Factor on that Valuation Date.

The Performance Factor, with respect to an Index on any Valuation Date, will be its Closing Level on such Valuation Date divided by its Starting Level (expressed as a percentage).

 

How Contingent Coupon Payments Are Calculated

 

On each Coupon Payment Date, you will receive a Contingent Coupon Payment at a per annum rate equal to the Contingent Coupon Rate if, and only if, the Closing Level of the Lowest Performing Index on the related Coupon Determination Date is greater than or equal to its Coupon Threshold Level.

If the Closing Level of the Lowest Performing Index on any Coupon Determination Date is less than its Coupon Threshold Level, you will not receive any Contingent Coupon Payment on the related Coupon Payment Date. If the Closing Level of the Lowest Performing Index is less than its Coupon Threshold Level on all quarterly Coupon Determination Dates, you will not receive any Contingent Coupon Payments over the term of the securities.

Each quarterly Contingent Coupon Payment, if any, will be calculated per security as follows:

($1,000 × Contingent Coupon Rate) / 4

 

The Contingent Coupon Rate will be determined on the Pricing Date and will be within the range of 8.75% to 9.75% per annum. Any Contingent Coupon Payments will be rounded to the nearest cent, with one-half cent rounded upward.

 

How To Determine If The Securities Will Be Automatically Called

 

If the Closing Level of the Lowest Performing Index on any Call Observation Date is greater than or equal to its Starting Level, the securities will be automatically called, and on the related Call Payment Date you will be entitled to receive a cash payment per security equal to the principal amount per security plus a final Contingent Coupon Payment. The first Call Observation Date is approximately six months after the Issue Date.

If the securities are automatically called, they will cease to be outstanding on the related Call Payment Date and you will have no further rights under the securities after such Call Payment Date.

 

How The Payment at Maturity Is Calculated

 

If the securities are not automatically called prior to maturity, you will receive at maturity a cash payment per security equal to the Payment at Maturity (in addition to the final Contingent Coupon Payment, if any). The Payment at Maturity per security will equal:

 

·If the Ending Level of the Lowest Performing Index on the Final Valuation Date is greater than or equal to its Downside Threshold Level: $1,000; or

·If the Ending Level of the Lowest Performing Index on the Final Valuation Date is less than its Downside Threshold Level:
 $1,000 × Performance Factor of the Lowest Performing Index on the Final Valuation Date

 

If the securities are not automatically called prior to maturity and the Ending Level of the Lowest Performing Index on the Final Valuation Date is less than its Downside Threshold Level, you will lose more than 25%, and possibly all, of the principal amount of your securities at maturity.

 

Any return on the securities will be limited to the sum of your Contingent Coupon Payments, if any. You will not participate in any appreciation of any Index, but you will have full downside exposure to the Lowest Performing Index on the Final Valuation Date if the securities are not automatically called prior to maturity and the Ending Level of that Index is less than its Downside Threshold Level.

 

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Hypothetical Payout Profile

 

The profile to the right illustrates the potential Payment at Maturity on the securities (excluding the final Contingent Coupon Payment, if any) for a range of hypothetical performances of the Lowest Performing Index on the Final Valuation Date from its Starting Level to its Ending Level, assuming the securities have not been automatically called prior to maturity.

 

This graph has been prepared for purposes of illustration only. Your actual return will depend on the actual Ending Level of the Lowest Performing Index on the Final Valuation Date, whether the securities are automatically called prior to maturity, and whether you hold your securities to maturity. The performance of the better performing Indices is not relevant to your return on the securities.

 

Hypothetical Returns

 

If the securities are automatically called: If the securities are automatically called prior to maturity, you will receive the principal amount of your securities plus a final Contingent Coupon Payment on the Call Payment Date. In the event the securities are automatically called, your total return on the securities will equal the return represented by any Contingent Coupon Payments received prior to the Call Payment Date and a final Contingent Coupon Payment received on the Call Payment Date.

 

If the securities are not automatically called:

 

If the securities are not automatically called prior to maturity, the following table illustrates, for a range of hypothetical Performance Factors of the Lowest Performing Index on the Final Valuation Date, the hypothetical Payment at Maturity payable at maturity per security (excluding the final Contingent Coupon Payment, if any). The Performance Factor of the Lowest Performing Index on the Final Valuation Date is its Ending Level expressed as a percentage of its Starting Level (i.e., its Ending Level divided by its Starting Level).

Hypothetical

Ending Level of the Lowest
Performing Index

Hypothetical Performance Factor of
the Lowest Performing Index on the
Final Valuation Date
Hypothetical Payment at
Maturity Per Security
200.00 200.00% $1,000.00
175.00 175.00% $1,000.00
150.00 150.00% $1,000.00
125.00 125.00% $1,000.00
100.00 100.00% $1,000.00
75.00 75.00% $1,000.00
74.00 74.00% $740.00
60.00 60.00% $600.00
50.00 50.00% $500.00
40.00 40.00% $400.00
25.00 25.00% $250.00
0.00 0.00% $0.00

The above figures do not take into account Contingent Coupon Payments, if any, received during the term of the securities. As evidenced above, in no event will you have a positive rate of return based solely on the Payment at Maturity; any positive return will be based solely on the Contingent Coupon Payments, if any, received during the term of the securities. Each security has a principal amount of $1,000.

 

The above figures are for purposes of illustration only and may have been rounded for ease of analysis. If the securities are not automatically called prior to maturity, the actual amount you will receive at maturity will depend on the actual Ending Level of the Lowest Performing Index on the Final Valuation Date. The performance of the better performing Indices is not relevant to your return on the securities.

 

For historical data regarding the Closing Levels of the Indices, see the historical information set forth under the sections titled “The Indices” in the accompanying preliminary pricing supplement.

 

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Selected Risk Considerations

The risks set forth below are discussed in detail in the “Risk Factors” section in the accompanying preliminary pricing supplement, underlying supplement, prospectus supplement and prospectus. Please review those risk disclosures carefully.

Risks Relating To The Structure Of The Securities

 

·If The Securities Are Not Automatically Called Prior To Maturity, You May Lose Some Or All Of The Principal Amount Of Your Securities At Maturity.
·The Securities Do Not Provide For Fixed Payments Of Interest And You May Receive No Coupon Payments On One Or More Quarterly Coupon Payment Dates, Or Even Throughout The Entire Term Of The Securities.
·The Securities Are Subject To The Full Risks Of Each Index And Will Be Negatively Affected If Any Index Performs Poorly, Even If The Other Indices Perform Favorably.
·Your Return On The Securities Will Depend Solely On The Performance Of The Lowest Performing Index On Each Valuation Date, And You Will Not Benefit In Any Way From The Performance Of The Better Performing Indices.
·You Will Be Subject To Risks Resulting From The Relationship Between The Indices.
·You May Be Fully Exposed To The Decline In The Lowest Performing Index On The Final Valuation Date From Its Starting Level, But Will Not Participate In Any Positive Performance Of Any Index, And Your Maximum Possible Return On The Securities Will Be Limited To The Sum Of Any Contingent Coupon Payments.
·Higher Contingent Coupon Rates Are Associated With Greater Risk.
·You Will Be Subject To Reinvestment Risk.
·A Coupon Payment Date, A Call Payment Date And The Stated Maturity Date Will Be Postponed If A Valuation Date 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 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 Or Automatic Call 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 Indices

 

·An Investment In The Securities Is Subject To Risks Associated With Investing In Stocks With A Small Market Capitalization.
·There Are Risks Associated With Investments In Securities Linked To The Value Of Non-U.S. Equity Securities.
·An Investment In The Securities Is Subject To Risks Associated With Foreign Securities Markets.

 

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.

oResearch reports by our affiliates or any participating dealer or its affiliates may be inconsistent with an investment in the securities and may adversely affect the level of an Index.
oBusiness activities of our affiliates or any participating dealer or its affiliates with the companies whose securities are included in an Index may adversely affect the level of such Index.
oHedging activities by our affiliates or any participating dealer or its affiliates may adversely affect the level of an Index.
oTrading activities by our affiliates or any participating dealer or its affiliates may adversely affect the level of an Index.
oA participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or any fee, creating a further incentive for the participating dealer to sell the securities to you.

 

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.

 

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Not Suitable For All Investors

 

Investment suitability must be determined individually for each investor. The securities described herein are not a suitable investment for all investors. In particular, no investor should purchase the securities unless they understand and are able to bear the associated market, liquidity and yield risks. Unless market conditions and other relevant factors change significantly in your favor, a sale of the securities prior to maturity is likely to result in sale proceeds that are substantially less than the principal amount of the securities. CIBC, Wells Fargo Securities and their respective affiliates are not obligated to purchase the securities from you at any time prior to maturity.

 

The Issuer has filed a registration statement (including a prospectus, a prospectus supplement and an underlying 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 and the underlying 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 and the underlying supplement if you request them by calling your financial advisor or by calling Wells Fargo Securities at 866-346-7732.

 

Consult Your Tax Advisor

 

Investors should review carefully the accompanying pricing supplement, underlying supplement, prospectus supplement and prospectus and consult their tax advisors regarding the application of the U.S. federal income tax laws to their particular circumstances, as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.

 

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.

 

“Russell 2000® Index” is a trademark of FTSE Russell and has been licensed for use by CIBC. The securities are not sponsored, endorsed, sold, or promoted by FTSE Russell and FTSE Russell makes no representation regarding the advisability of investing in the securities.

 

“Nasdaq-100® Index” is a trademark of The Nasdaq Stock Market, Inc. (including its affiliates) (Nasdaq, with its affiliates, are referred to as the “Corporations”) and has been licensed for use by CIBC. The securities are not sponsored, endorsed, sold, or promoted by the Corporations and the Corporations makes no representation regarding the advisability of investing in the securities.

 

The EURO STOXX 50® Index is a product of STOXX Limited (“STOXX”), and has been licensed to be used by CIBC. STOXX and its licensors (the “Licensors”) have no relationship to us, other than the licensing of the EURO STOXX 50® Index and the related trademarks for use in connection with the securities.

 

STOXX and its Licensors do not sponsor, endorse, sell or promote the securities; recommend that any person invest in the securities; have any responsibility or liability for or make any decisions about the timing, amount or pricing of the securities; have any responsibility or liability for the administration, management or marketing of the securities; or consider the needs of the securities or the owners of the securities in determining, composing or calculating the EURO STOXX 50® Index or have any obligation to do so.

 

STOXX and its Licensors will not have any liability in connection with the securities. Specifically, STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about: the results to be obtained by the securities, the owners of the securities or any other person in connection with the use of the EURO STOXX 50® Index and the data included in the EURO STOXX 50® Index; the accuracy or completeness of the EURO STOXX 50® Index and its data; and the merchantability and the fitness for a particular purpose or use of the EURO STOXX 50® Index and its data. STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the EURO STOXX 50® Index or its data. Under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur. The licensing agreement between us and STOXX is solely for our benefit and the benefit of STOXX and not for the benefit of the owners of the securities or any other third parties.

 

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