CM Canadian Imperial Bank of Commerce

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of March 2015

Commission File Number: 1-14678

 

 

CANADIAN IMPERIAL BANK OF COMMERCE

(Translation of registrant’s name into English)

 

 

Commerce Court

Toronto, Ontario

Canada M5L 1A2

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F  ¨¨    Form 40-F  x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g 3-2(b) under the Securities Exchange Act of 1934:    Yes  ¨    No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):            

THIS REPORT ON FORM 6-K AND THE EXHIBITS HERETO SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE AS EXHIBITS TO CANADIAN IMPERIAL BANK OF COMMERCE’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-180771) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

 

 

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Exhibits are filed herewith in connection with the issuance of $2,000,000 aggregate principal amount of Redeemable Step-Up Coupon Notes, Series A, due March 31, 2020 (the “2020 Notes”) and $2,000,000 aggregate principal amount of Redeemable Step-Up Coupon Notes, Series A, due March 31, 2025 (the “2025 Notes” and, together with the 2020 Notes, the “Notes”) by Canadian Imperial Bank of Commerce (the “Bank”) pursuant to the Bank’s shelf registration statement on Form F-3 (File No. 333-180771):

EXHIBITS

 

Exhibit		Description of Exhibit
5.1		Opinion of Mayer Brown LLP, U.S. counsel for the Bank, as to the validity of the Notes under New York law.
5.2		Opinion of Blake, Cassels & Graydon LLP, Canadian counsel for the Bank, as to certain matters under Canadian and Ontario law.
8.1		Opinion of Mayer Brown LLP, U.S. counsel for the Bank, as to certain matters of United States federal income taxation.
8.2		Opinion of Blake, Cassels & Graydon LLP, Canadian counsel for the Bank, as to certain matters of Canadian federal income taxation.
23.1		Consent of Mayer Brown LLP (included in Exhibits 5.1 and 8.1 above).
23.2		Consent of Blake, Cassels & Graydon LLP (included in Exhibits 5.2 and 8.2 above).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

				CANADIAN IMPERIAL BANK OF COMMERCE
Date: March 31, 2015
				By:		/s/ David G. Dickinson
						Name:		David G. Dickinson
						Title:		Vice-President, Treasury Financing

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EXHIBIT INDEX

 

Exhibit		Description of Exhibit
5.1		Opinion of Mayer Brown LLP, U.S. counsel for the Bank, as to the validity of the Notes under New York law.
5.2		Opinion of Blake, Cassels & Graydon LLP, Canadian counsel for the Bank, as to certain matters under Canadian and Ontario law.
8.1		Opinion of Mayer Brown LLP, U.S. counsel for the Bank, as to certain matters of United States federal income taxation.
8.2		Opinion of Blake, Cassels & Graydon LLP, Canadian counsel for the Bank, as to certain matters of Canadian federal income taxation.
23.1		Consent of Mayer Brown LLP (included in Exhibits 5.1 and 8.1 above).
23.2		Consent of Blake, Cassels & Graydon LLP (included in Exhibits 5.2 and 8.2 above).

Exhibit 5.1

 

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606

Main Tel (312) 782-0600

Main Fax (312) 701-7711 www.mayerbrown.com

March 31, 2015

Canadian Imperial Bank of Commerce

Commerce Court

Toronto, Ontario

Canada M5L1A2

 

Re:

Canadian Imperial Bank of Commerce

Registration Statement on Form F-3

Dear Sirs:

We have represented Canadian Imperial Bank of Commerce, a bank organized under the Bank Act (Canada) (the “Bank”), in connection with the issuance and delivery of (i) $2,000,000 aggregate principal amount of Redeemable Step-Up Coupon Notes, Series A, due March 31, 2020 (the “2020 Notes”) and (ii) $2,000,000 aggregate principal amount of Redeemable Step-Up Coupon Notes, Series A, due March 30, 2025 (the “2025 Notes” and, together with the 2020 Notes, the “Notes”). The Bank filed with the Securities and Exchange Commission a registration statement on Form F-3 (File No. 333-180771) (the “Registration Statement”) under the Securities Act of 1933 (the “Act”) that was declared effective on May 4, 2012, relating to, among other things, the proposed offer and sale of up to $2,000,000,000 aggregate initial offering price of senior debt securities. The Notes are being issued pursuant to the indenture, dated as of September 15, 2012 (the “Indenture”), between the Bank and Deutsche Bank Trust Company Americas (the “Trustee”).

In connection with our representation, we have examined the corporate records of the Bank, including its bye-laws and other corporate records and documents and have made such other examinations as we consider necessary to render this opinion.

Based upon the foregoing, it is our opinion that the Notes, assuming that each of the Indenture and the Notes have been duly authorized, executed and delivered by the Bank, in each case insofar as the laws of Canada and Ontario are concerned, that the Indenture has been duly authorized, executed and delivered by the Trustee and that the Notes have been authenticated by the Trustee in accordance with the terms of the Indenture and paid for by the purchasers thereof, constitute valid and binding obligations of the Bank, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and are entitled to the benefits of the Indenture.

 

Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia

and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

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CIBC

March 31, 2015

Page 2

 

We are admitted to practice in the States of Illinois and New York and our opinions expressed herein are limited solely to the Federal laws of the United States of America and the laws of the States of Illinois and New York, and we express no opinion herein concerning the laws of any other jurisdiction. With respect to all matters of the laws of Canada and Ontario, we understand that you are relying upon the opinion, dated the date hereof, of Blake, Cassels & Graydon LLP, Canadian counsel for the Bank, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Blake, Cassels & Graydon LLP.

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement or any related prospectus or other offering material regarding the Bank or the Notes or their offering and sale.

The opinions and statements expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law which may hereafter occur.

We hereby consent to this filing of this opinion as an exhibit to a Form 6-K to be incorporated by reference in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

ESB:JJC

Exhibit 5.2

 

		Blake, Cassels & Graydon LLP Barristers & Solicitors Patent & Trade-mark Agents
		199 Bay Street
		Suite 4000, Commerce Court West
		Toronto ON M5L 1A9 Canada
		Tel: 416-863-2400 Fax: 416-863-2653

March 31, 2015

Canadian Imperial Bank of Commerce

Commerce Court

Toronto, Ontario M5L1A2

 

RE:	Canadian Imperial Bank of Commerce

Issue of (i) Redeemable Step-Up Coupon Notes, Series A, due March 31, 2020 and (ii) Redeemable Step-Up Coupon Notes, Series A, due March 31, 2025

Ladies and Gentlemen:

We have acted as Canadian special counsel to Canadian Imperial Bank of Commerce (the “Bank”) in connection with the issuance of $2,000,000 aggregate principal amount of Redeemable Step-Up Coupon Notes, Series A, due March 31, 2020 (the “2020 Notes”) and $2,000,000 aggregate principal amount of Redeemable Step-Up Coupon Notes, Series A, due March 31, 2025 (the “2025 Notes” and, together with the 2020 Notes, the “Notes) by the Bank, as described in the Bank’s Pricing Supplement with respect to the 2020 Notes dated March 26, 2015 (the “2020 Notes Pricing Supplement”) and the Bank’s Pricing Supplement with respect to the 2025 Notes dated March 26, 2015 (the “2025 Notes Pricing Supplement” and together with the 2020 Notes Pricing Supplement, the “Pricing Supplements”), respectively, to the Prospectus Supplement dated September 25, 2012 and the Prospectus dated May 4, 2012 contained in the Registration Statement on Form F-3, File No. 333-180771 (the “Registration Statement”).

For the purposes of our opinions below, we have examined such statutes, public and corporate records, opinions, certificates and other documents, and considered such questions of law, as we have considered relevant and necessary as a basis for the opinions hereinafter set forth. In such examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic or electronic copies or facsimiles. For the purposes of the opinions expressed herein, we have, without independent investigation or verification, assumed that the indenture between the Bank and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) dated September 15, 2012 (the “Indenture”) has been duly authorized, executed and delivered by, and constitutes, a legal, valid and binding obligation of, each party thereto other than the Bank.

The opinions contained herein are limited to matters governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Such opinions are expressed with respect to the laws of the Province of Ontario in effect on the date of this opinion and we do not accept any

 

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		Page 2

 

responsibility to take into account or inform the addressees, or any other person authorized to rely on this opinion, of any changes in law, facts or other developments subsequent to this date that do or may affect the opinions we express, nor do we have any obligation to advise you of any other change in any matter addressed in this opinion or to consider whether it would be appropriate for any other person other than the addressees to rely on our opinion.

With respect to the incorporation and governance of the Bank as a Schedule I bank under the Bank Act (Canada) (the “Bank Act”) referred to in paragraph 1 below, we have relied, without independent investigation or verification, exclusively upon a Certificate of Confirmation dated March 30, 2015 issued by the Office of the Superintendent of Financial Institutions, which we have assumed continues to be accurate on the date hereof.

With respect to the authorization and execution of the Notes referred to in paragraph 2 below, we have relied upon the Certificate of the Assistant Corporate Secretary of the Bank dated March 12, 2015, as reconfirmed by the Assistant Corporate Secretary of the Bank on March 30, 2015, which we have assumed continues to be accurate on the date hereof.

We express no opinion with respect to:

 

(a)

the effect of any provision of the Indenture, which purports to allow the severance of invalid, illegal or unenforceable provisions or restrict their effect;

 

(b)

the validity, binding nature or enforceability of any provision of the Indenture which suggests that modifications, amendments or waivers that are not in writing will not be effective;

 

(c)

the enforceability of any provision of the Indenture that purports to waive or limit rights or defences of a party;

 

(d)

the enforceability of, nor as to the manner in which a court in the Province of Ontario would interpret and apply any provision which refers to, incorporates by reference or requires compliance with, any law, statute, rule or regulation of any jurisdiction other than Ontario and the federal laws of Canada applicable therein;

 

(e)

the effectiveness of provisions which purport to relieve a person from a liability, obligation or duty otherwise owed or required by law; and

 

(f)

the availability of any equitable remedy, including those of specific performance and injunction, which remedies are only available in the discretion of a court of competent jurisdiction and/or authority.

 

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		Page 3

 

Based and relying upon and subject to the qualifications set forth herein, we are of the opinion that:

 

1.

The Bank is a bank amalgamated under and governed by the Bank Act and has the corporate power to execute, deliver and perform its obligations under the Indenture, and has the corporate power to create, issue, sell and deliver the Notes;

 

2.

The Notes have been duly authorized and executed and, assuming they have been authenticated by the Trustee in accordance with the Indenture and delivered against payment therefor, to the extent that delivery and validity of the Notes are matters governed by the laws of the Province of Ontario or the federal laws of Canada applicable therein, are delivered and are binding obligations of the Bank enforceable in accordance with their terms.

The opinion set forth in paragraph 2 above as to the enforceability of the Notes is subject to and may be limited by the following qualifications:

 

(i)

general principles of equity, including the principle of granting equitable remedies such as specific performance and injunctive relief, are subject to the discretion exercisable by a court of competent authority and/or jurisdiction;

 

(ii)

enforceability may be limited by bankruptcy, insolvency, winding-up, liquidation or other similar laws of general application affecting the enforcement of creditors’ rights generally (including the provisions of the Bank Act respecting such matters);

 

(iii)

the enforcement of any rights against the Bank under the Indenture with respect to indemnity or contribution may be limited by applicable law and may not be ordered by a court on the grounds of public policy and may, therefore, not be available in any particular instance;

 

(iv)

a court in the Province of Ontario may decline to enforce provisions in any document which purport to allow a determination, calculation or certificate of a party thereto as to any matter provided for therein to be final, conclusive or binding upon any other party thereto if such determination is found to be inaccurate on its face or to have been reached or made on any arbitrary or fraudulent;

 

(v)

enforceability of the Indenture or a provision of the Indenture may be subject to the provisions of the Limitations Act, 2002 (Ontario), and we express no opinion as to whether a court may find any provision of the Indenture to be unenforceable on the basis that such provision is an attempt to vary or exclude a limitation period under such Act; and

 

(vi)

pursuant to the Currency Act (Canada), a judgment by a court in any province in Canada may be awarded in Canadian currency only and such judgment may be based on a rate of exchange which may be the rate in existence on a day other than the day of payment of such judgment.

The opinions expressed herein are provided solely for the benefit of the addressee in connection with the issuance of the Notes and are not to be transmitted to any other person, nor are

 

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		Page 4

 

they to be relied upon by any other person or for any other purpose or referred to in any public document or filed with any government agency or other person without our prior express consent. The opinions expressed herein may be relied upon by Mayer Brown LLP for the purposes of its opinion dated the date hereof addressed to the Bank with respect to the subject matter hereof.

We hereby consent to the filing of this opinion as an exhibit to a Form 6-K to be incorporated by reference in the Registration Statement filed by the Bank with the Securities and Exchange Commission. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

 

Yours very truly,

/s/ Blake, Cassels & Graydon LLP

 

Exhibit 8.1

 

Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606   Main Tel (312) 782-0600 Main Fax (312) 701-7711 www.mayerbrown.com

March 31, 2015

Canadian Imperial Bank of Commerce

Commerce Court

Toronto, Ontario

Canada M5L1A2

 

Re:

Canadian Imperial Bank of Commerce

Registration Statement on Form F-3

Dear Sirs:

We have represented Canadian Imperial Bank of Commerce, a bank organized under the Bank Act (Canada) (the “Bank”), in connection with the issuance and delivery of (i) $2,000,000 aggregate principal amount of Redeemable Step-Up Coupon Notes, Series A, due March 31, 2020 (the “2020 Notes”) as described in the Pricing Supplement dated March 26, 2015 (the “2020 Notes Pricing Supplement”) and (ii) $2,000,000 aggregate principal amount of Redeemable Step-Up Coupon Notes, Series A, due March 31, 2025 (the “2025 Notes” and, together with the 2020 Notes, the “Notes”) as described in the Pricing Supplement dated March 26, 2015 (the “2025 Notes Pricing Supplement”), each related to the Prospectus Supplement dated September 25, 2012 and the Prospectus dated May 4, 2012 contained in or deemed to be part of the Registration Statement on Form F-3 (File No. 333-180771) of the Bank (the “Registration Statement”).

We hereby confirm to you that:

1) the statements of U.S. tax law set forth under the heading “Certain U.S. Federal Income Tax Considerations” in the 2020 Notes Pricing Supplement constitute a fair and accurate summary of the material United States tax consequences of owning the 2020 Notes, subject to the limitations and exceptions set forth in the 2020 Notes Pricing Supplement; and

2) the statements of U.S. tax law set forth under the heading “Certain U.S. Federal Income Tax Considerations” in the 2025 Notes Pricing Supplement constitute a fair and accurate summary of the material United States tax consequences of owning the 2025 Notes, subject to the limitations and exceptions set forth in the 2025 Notes Pricing Supplement.

 

Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia

and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

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CIBC

March 31, 2015

Page 2

 

The opinions and statements expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law which may hereafter occur.

We hereby consent to this filing of this opinion as an exhibit to a Form 6-K to be incorporated by reference in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

ESB:JJC

Exhibit 8.2

 

		Blake, Cassels & Graydon LLP Barristers & Solicitors Patent & Trade-mark Agents
		199 Bay Street
		Suite 4000, Commerce Court West
		Toronto ON M5L 1A9 Canada
		Tel: 416-863-2400 Fax: 416-863-2653

March 31, 2015

Canadian Imperial Bank of Commerce

Commerce Court

Toronto, Ontario

Canada M5L 1A2

 

RE:	Canadian Imperial Bank of Commerce

Issue of (i) Redeemable Step-Up Coupon Notes, Series A, due March 31, 2020 and (ii) Redeemable Step-Up Coupon Notes, Series A, due March 31, 2025

Ladies and Gentlemen:

We have acted as Canadian special counsel to Canadian Imperial Bank of Commerce (the “Bank”) in connection with the issuance of $2,000,000 aggregate principal amount of Redeemable Step-Up Coupon Notes, Series A, due March 31, 2020 (the “2020 Notes”) and $2,000,000 aggregate principal amount of Redeemable Step-Up Coupon Notes, Series A, due March 31, 2025 (the “2025 Notes” and, together with the 2020 Notes, the “Notes) by the Bank, as described in the Bank’s Pricing Supplement with respect to the 2020 Notes dated March 26, 2015 (the “2020 Notes Pricing Supplement”) and the Bank’s Pricing Supplement with respect to the 2025 Notes dated March 26, 2015 (the “2025 Notes Pricing Supplement” and together with the 2020 Notes Pricing Supplement, the “Pricing Supplements”), respectively, to the Prospectus Supplement dated September 25, 2012 and the Prospectus dated May 4, 2012 contained in the Registration Statement on Form F-3, File No. 333-180771 (the “Registration Statement”). Subject to the qualifications, assumptions, limitations and understandings set out therein, the statements as to matters of the federal laws of Canada set forth under the heading “Certain Canadian Income Tax Consequences” in the 2020 Notes Pricing Supplement and in the 2025 Notes Pricing Supplement are an accurate summary, in all material respects, as at the date hereof, of the principal Canadian federal income tax considerations generally applicable to holders of 2020 Notes and 2025 Notes, respectively, described therein.

We hereby consent to the filing of this opinion as an exhibit to a Form 6-K of the Bank filed with the Securities and Exchange Commission and thereby incorporated by reference into the Bank’s Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Blake, Cassels & Graydon LLP