Obligation Canadian Imperial Commerce Bank 1.846% ( US13607GRZ99 ) en USD

Canadian Imperial Commerce Bank

100 % ▲

Canada

US13607GRZ99 ( en USD )

1.846% par an ( paiement semestriel )

19/01/2027

Prospectus brochure de l'obligation CANADIAN IMPERIAL BANK OF COMMERCE US13607GRZ99 en USD 1.846%, échéance 19/01/2027

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19/07/2026 ( Dans 160 jours )

La Banque Canadienne Impériale de Commerce (CIBC) est une grande banque multinationale canadienne offrant une gamme complète de services bancaires aux particuliers, aux entreprises et aux marchés institutionnels, au Canada et à l?international.

L'obligation canadienne de la Banque Impériale de Commerce (ISIN : US13607GRZ99), libellée en USD, affichant un taux d'intérêt de 1,846%, une maturité fixée au 19/01/2027, une fréquence de paiement semestrielle, est actuellement négociée à 100% de sa valeur nominale.

Notice Regarding Offers in the EEA and the UK
The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any
offer of Covered Bonds in any Member State of the European Economic Area or in the United Kingdom will
be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended, the "Prospectus
Regulation") or the Prospectus Regulation as it forms part of United Kingdom domestic law (the "UK
Prospectus Regulation") by virtue of the European Union (Withdrawal) Act 2018, as amended (the "EUWA"),
as applicable, from the requirement to publish a prospectus for offers of the Covered Bonds. Accordingly, any
person making or intending to make an offer in any Member State of the European Economic Area or in the
United Kingdom of the Covered Bonds may only do so in circumstances in which no obligation arises for the
Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or section 85
of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"), as applicable, or supplement a
prospectus pursuant to Article 23 of the Prospectus Regulation or the UK Prospectus Regulation, as applicable,
in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorized, nor do they authorize,
the making of any offer of Covered Bonds in any other circumstances.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS.
The Covered Bonds are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning
of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in the Prospectus
Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014, as
amended (the "PRIIPs Regulation") for offering or selling the Covered Bonds or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds
or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS.
The Covered Bonds are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer
within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client,
as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue
of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended) as it
forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the
Covered Bonds or otherwise making them available to retail investors in the UK has been prepared and
therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in
the UK may be unlawful under the UK PRIIPs Regulation.
THE COVERED BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY CANADA MORTGAGE
AND HOUSING CORPORATION ("CMHC") NOR HAS CMHC PASSED UPON THE ACCURACY OR
ADEQUACY OF THESE FINAL TERMS. THE COVERED BONDS ARE NOT INSURED OR GUARANTEED
BY CMHC OR THE GOVERNMENT OF CANADA OR ANY OTHER AGENCY THEREOF.
THE COVERED BONDS DESCRIBED IN THESE FINAL TERMS HAVE NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES
LAWS OR "BLUE SKY" LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
AND, ACCORDINGLY, THE COVERED BONDS MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT THAT
MTDOCS 43344218

THE COVERED BONDS MAY BE OFFERED, SOLD OR DELIVERED TO QUALIFIED INSTITUTIONAL
BUYERS IN RELIANCE UPON RULE 144A UNDER THE SECURITIES ACT
The Guarantor is not now, and immediately after giving effect to any offer and sale of the Covered Bonds and
application of proceeds thereof, will not be, a "covered fund" for purposes of regulations adopted under Section 13
of the U.S. Bank Holding Company Act of 1956, as amended, commonly known as the "Volcker Rule." In reaching
this conclusion, although other statutory or regulatory exemptions or exclusions may be available, the Guarantor has
relied on the exemption from registration set forth in Section 3(c)(5)(C) of the U.S. Investment Company Act of
1940, as amended. See "Certain Volcker Rule Considerations" in the Prospectus dated July 22, 2021 as
supplemented by the First Prospectus Supplement dated August 27, 2021, the Second Prospectus Supplement dated
September 24, 2021 and the Third Prospectus Supplement dated December 6, 2021.
Final Terms dated January 14, 2022
CANADIAN IMPERIAL BANK OF COMMERCE
(a Canadian chartered bank)
through its Head office of the Bank in Toronto
Legal Entity Identifier (LEI): 2IGI19DL77OX0HC3ZE78
Issue of USD 2,500,000,000 CBL38 1.846% Covered Bonds due January 19, 2027 (the "Covered Bonds")
under the
CAD 60,000,000,000
Global Covered Bond Programme
unconditionally and irrevocably guaranteed as to payments by
CIBC COVERED BOND (LEGISLATIVE) GUARANTOR LIMITED PARTNERSHIP
(a limited partnership formed under the laws of Ontario)
PART A-CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set
forth in the Prospectus dated July 22, 2021 and the First Prospectus Supplement dated August 27, 2021, the Second
Prospectus Supplement dated September 24, 2021 and the Third Prospectus Supplement dated December 6, 2021,
which together constitute a base prospectus (the "Prospectus") for the purposes of Regulation (EU) 2017/1129 (as
amended, the "Prospectus Regulation"). This document constitutes the Final Terms of the Covered Bonds
described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with
such Prospectus in order to obtain all relevant information. The Prospectus, together with these Final Terms and all
documents incorporated by reference therein, is available for viewing on the website of the Luxembourg Stock
Exchange at https://www.bourse.lu under the name Canadian Imperial Bank of Commerce and the headline
"Documents" and copies may be obtained from the specified offices of the Issuer and the Issuing and Paying Agent,
as set out at the end of the Prospectus.
1.
(i)
Series Number:
CBL38
(ii)
Tranche Number:
1
MTDOCS 43344218

(iii) Date on which the Covered Bonds
Not Applicable
become fungible:
2.
Specified Currency or Currencies:
U.S. Dollar ("USD")
(Condition 1.10)
3.
Aggregate Principal Amount:
(i)
Series:
USD 2,500,000,000
(ii)
Tranche:
USD 2,500,000,000
4.
Issue Price:
100.000% of the Aggregate Principal Amount
5.
(i)
Specified Denominations:
Minimum denomination of USD 200,000 and integral
multiples of USD 1,000 in excess thereof
(Condition 1.08 or 1.09)
(ii)
Calculation Amount:
USD 1,000
6.
(i)
Trade Date:
January 11, 2022
(ii)
Issue Date:
January 19, 2022
(iii) Interest Commencement Date:
Issue Date
7.
(i)
Final Maturity Date:
January 19, 2027
(ii)
Extended Due for Payment Date of
January 19, 2028
Guaranteed Amounts corresponding to
the Final Redemption Amount under
the Covered Bond Guarantee:
8.
Interest Basis:
1.846 per cent. per annum Fixed Rate from (and including) the
Interest Commencement Date to (but excluding) the Final
Maturity Date
If applicable, 1.846 per cent. per annum Fixed Rate from (and
including) the Final Maturity Date to (but excluding) the
Extended Due for Payment Date
(further particulars specified in item 13 below)
9.
Redemption/Payment Basis:
Redemption at par
10.
Change of Interest Basis:
Not Applicable
11.
Put/Call Options:
Not Applicable
12.
Date of Board approval for issuance of
Not Applicable
Covered Bonds obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Covered Bond Provisions:
Applicable from (and including) the Interest Commencement
Date to (but excluding) the Extended Due for Payment Date.
(Condition 5.02)
MTDOCS 43344218

(i)
Rate of Interest:
1.846 per cent. per annum payable semi-annually in arrears
during the period from (and including) the Interest
Commencement Date to (but excluding) the Final Maturity
Date.
If applicable, 1.846 per cent. per annum payable monthly in
arrears during the period from (and including) the Final
Maturity Date to (but excluding) the Extended Due for
Payment Date.
(ii)
Interest Payment Dates:
January 19 and July 19 in each year, with payment made in
accordance with the Following Business Day Convention in
paragraph 13(iii) below, up to and including the Final Maturity
Date commencing on July 19, 2022.
If applicable, the 19th day of each month, from but excluding
the Final Maturity Date to and including the earlier of (i) the
date on which the covered bonds are redeemed in full and (ii)
the Extended Due for Payment Date, with payment made in
accordance with the Following Business Day Convention in
paragraph 13(iii) below.
(iii) Business Day Convention:
Following Business Day Convention (unadjusted)
(iv) Fixed Coupon Amount:
Up to and including the Final Maturity Date, USD 9.23 per
Calculation Amount and USD 1.54 per month thereafter
(v)
Broken Amount(s)
Not Applicable
(vi) Day Count Fraction:
30/360
(vii) Determination Dates:
Not Applicable
14.
Floating Rate Covered Bond Provisions:
Not Applicable
(Condition 5.03)
15.
Zero Coupon Covered Bond Provisions:
Not Applicable
(Condition 5.11)
PROVISIONS RELATING TO REDEMPTION
16.
Call Option
Not Applicable
(Condition 6.03)
17.
Put Option
Not Applicable
(Condition 6.06)
18.
Final Redemption Amount of each Covered
USD 1,000 per Calculation Amount
Bond
19.
Early Redemption Amount:
MTDOCS 43344218

Early Redemption Amount(s) payable on
USD 1,000 per Calculation Amount
redemption for taxation reasons or illegality
or upon acceleration following an Issuer
Event of Default or Guarantor Event of
Default and/or the method of calculating
the same:
(Conditions 6.02, 6.13 or 7)
GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS
20.
Form of the Covered Bonds:
Registered Bonds:
Regulation S Global Covered Bond registered in the name of a
nominee for DTC and exchangeable only after an Exchange
Event
Rule 144A Global Covered Bond registered in the name of a
nominee for DTC and exchangeable only after an Exchange
Event
21.
New Global Covered Bond:
No
22.
Financial Centre(s) or other special
New York, London and Toronto
provisions relating to payment dates:
23.
Talons for future Coupons or Receipts to be
No
attached to Definitive Covered Bonds (and
dates on which such Talons mature):
(Condition 1.06)
24.
Details relating to Instalment Covered
(i)
Instalment Amount(s): Not Applicable
Bonds: amount of each instalment, date on
which each payment is to be made:
(ii)
Instalment Date(s): Not Applicable
(Condition 6.12)
THIRD PARTY INFORMATION
The ratings explanations set out in Item 2. "Ratings" of Part B have been extracted from the websites of Moody's
and Fitch (as applicable), as indicated. The Issuer and the Guarantor confirm that such information has been
accurately reproduced and that, so far as each is aware, and is able to ascertain from information published by
Moody's Investors Service, Inc. and Fitch Ratings, Inc., no facts have been omitted which would render the
reproduced information inaccurate or misleading.
[The remainder of this page is intentionally left blank.]
MTDOCS 43344218

Signed on behalf of the Issuer:

Signed on behalf of the Managing GP for and on
behalf of the Guarantor:

By:
"Wojtek Niebrzydowski"

By:
"Wojtek Niebrzydowski"

Duly authorized

Duly authorized

By:
"Andrew Stuart"

By:
"Andrew Stuart"

Duly authorized

Duly authorized

[Signature Page to CIBC CBL38 (USD) Final Terms]

MTDOCS 43344218

PART B-OTHER INFORMATION
1.
LISTING
(i)
Listing/Admission to trading:
Application is expected to be made by the Issuer (or on its behalf) for the
Covered Bonds to be admitted to the Official List of the Luxembourg
Stock Exchange and to trading on the Regulated Market of the
Luxembourg Stock Exchange with effect from January 19, 2022.
(ii)
Estimate of total expenses
EUR 6,800
related to admission to trading:
2.
RATINGS
The Covered Bonds to be issued are expected to be rated:
Moody's: Aaa
Obligations rated Aaa are judged to be of the highest quality, with
minimal risk (Source: Moody's, https://ratings.moodys.io/ratings).
Fitch: AAA
AAA' ratings denote the lowest expectation of default risk. They are
assigned only in cases of exceptionally strong capacity for payment of
financial commitments. This capacity is highly unlikely to be adversely
affected
by
foreseeable
events.
(Source:
Fitch,
https://www.fitchratings.com/products/rating-definitions).
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the
Covered Bonds has an interest material to the offer. The Managers and their affiliates have engaged, and may in
future engage, in investment banking and/or commercial banking transactions with, and may perform other
services for, the Issuer, the Guarantor and their affiliates.
4.
FIXED RATE COVERED BONDS ONLY YIELD
Indication of yield based on the Issue
1.846 per cent. per annum in respect of the period from (and including)
Price:
the Issue Date to (but excluding) the Final Maturity Date
The yield is calculated at the Issue Date for the period to the Final
Maturity Date on the basis of the Issue Price. It is not an indication of
future yield.
5.
DISTRIBUTION
(i)
US Selling Restrictions:
Regulation S compliance Category 2; TEFRA rules not applicable; Rule
144A eligible
(ii)
Additional Selling Restrictions:
Covered Bonds may only be offered, sold or distributed by the Managers
on such basis and in such provinces of Canada as, in each case, are agreed
with the Issuer and in compliance with any applicable securities laws of
Canada or any province, to the extent applicable
(iii) Prohibition of Sales to EEA
Applicable
Retail Investors:
(iv) Prohibition of Sales to UK
Applicable
Retail Investors
6.
OPERATIONAL INFORMATION
MTDOCS 43344218

(i)
ISIN Code:
Reg S: USC24285N843
144A: US13607GRZ99
(ii)
Common Code:
Reg S: 243510996
144A: 243511046
(iii) CFI:
DBFSGR, as updated, as set out on the website of the Association of
National Numbering Agencies (ANNA) or alternatively sourced from the
responsible National Numbering Agency that assigned the ISIN.
(iv) FISN:
CDN IMP BK COMM/BD 2027 SECD and CDN IMP BK COMM/BD
2027 SECD 144A, as updated, as set out on the website of the
Association of National Numbering Agencies (ANNA) or alternatively
sourced from the responsible National Numbering Agency that assigned
the ISIN.
(v)
CUSIP
Reg S: C24285 N84
144A: 13607G RZ9
(vi) Any clearing system(s) other
Not Applicable
than Euroclear Bank SA/NV,
Clearstream Banking S.A.,
DTC, or CDS their addresses
and the relevant identification
number(s):
(vii) Delivery:
Delivery free of payment
(viii) Name and address of initial
U.S. Registrar, Transfer Agent and U.S. Exchange Agent:
Paying Agent, Registrar,
Exchange Agent and Transfer
HSBC Bank USA, National Association
Agent:
452 Fifth Avenue, 3rd Floor
New York, New York
10018-2706
(ix) Name(s) and address(es) of
Issuing and Paying Agent, European Registrar, Transfer Agent,
additional or substitute Paying
Calculation Agent and European Exchange Agent:
Agent(s) or Transfer Agent(s):
HSBC Bank plc
8 Canada Square
London E14 5HQ
(x)
Intended to be held in a manner
No. Whilst the designation is specified as "no" at the date of these Final
which would allow Eurosystem
Terms, should the Eurosystem eligibility criteria be amended in the
eligibility:
future such that the Covered Bonds are capable of meeting them the
Covered Bonds may then be deposited with one of the ICSDs as
common safekeeper (and registered in the name of a nominee of one of
the ICSDs acting as common safekeeper). Note that this does not
necessarily mean that the Covered Bonds will then be recognised as
eligible collateral for Eurosystem monetary policy and intraday credit
operations by the Eurosystem at any time during their life. Such
recognition will depend upon the ECB being satisfied that Eurosystem
eligibility criteria have been met.
7.
PROCEEDS
(i) Use of net proceeds:
The net proceeds to the Issuer from the issuance of the Covered Bonds,
after deducting fees and expenses of issue, will be added to the general
funds of the Issuer.
MTDOCS 43344218

(ii) Estimated net proceeds:
USD 2,493,750,000
8.
UNITED STATES TAX CONSIDERATIONS
For U.S. federal income tax purposes, the Issuer intends to treat the Covered Bonds as fixed-rate debt.
MTDOCS 43344218