Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)

Date : 04/16/2018 @ 12:14PM
Source : Edgar (US Regulatory)
Stock : Canadian Imperial Bank of Commerce (CM)
Quote : 96.2  -0.04 (-0.04%) @ 4:08PM
Canadian Imperial Bank of Commer share price Chart

Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)

 

 

Subject to Completion

Preliminary Term Sheet dated April 16, 2018

Filed Pursuant to Rule 433
Registration Statement No. 333-216286
(To Prospectus dated March 28, 2017,
Prospectus Supplement dated March 28, 2017 and
Product Supplement STEPS-1 dated April 5, 2017)

 

 

 

Units
$10 principal amount per unit
CUSIP No.   

 

 

Pricing Date*
Settlement Date*
Maturity Date*

 

 

April  , 2018
May  , 2018
May  , 2019

*Subject to change based on the actual date the notes are priced for initial sale to the public (the “pricing date”)

 

 

 

 

 

STEP Income Securities ®   Linked to the Common Stock of The Home Depot, Inc.

·          Maturity of approximately one year and one week

·          Interest payable quarterly at the rate of 7.50% per year

·          A payment of [$0.10 to $0.50] per unit if the Underlying Stock increases to or above 107.50% of the Starting Value

·          1-to-1 downside exposure to decreases in the Underlying Stock, with up to 100% of your principal at risk

·          All payments on the notes are subject to the credit risk of Canadian Imperial Bank of Commerce

·          In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per unit. See “Structuring the Notes”

·          Limited secondary market liquidity, with no exchange listing

·          The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, Canada, or any other jurisdiction

 

 

 

The notes are being issued by Canadian Imperial Bank of Commerce (“CIBC”). There are important differences between the notes and a conventional debt security, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-6 of this term sheet and beginning on page PS-6 of product supplement STEPS-1.

 

The initial estimated value of the notes as of the pricing date is expected to be between $9.407 and $9.607 per unit, which is less than the public offering price listed below. See “Summary” on the following page, “Risk Factors” beginning on page TS-6 of this term sheet and “Structuring the Notes” on page TS-10 of this term sheet for additional information. The actual value of your notes at any time will reflect many factors and cannot be predicted with accuracy.

 


 

None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense.

 


 

 

 

Per Unit

 

Total

 

Public offering price (1)(2)

 

$ 10.000

 

           $

 

Underwriting discount (2)

 

$   0.175

 

           $

 

Proceeds, before expenses, to CIBC

 

$   9.825

 

           $

 

 

(1)        Plus accrued interest from the scheduled settlement date, if settlement occurs after that date.

(2)        For any purchase of 500,000 units or more in a single transaction by an individual investor or in combined transactions with the investor’s household in this offering, the public offering price and the underwriting discount will be $9.950 per unit and $0.125 per unit, respectively. See “Supplement to the Plan of Distribution” below.

 

The notes:

 

Are Not FDIC Insured

 

Are Not Bank Guaranteed

 

May Lose Value

 

 

Merrill Lynch & Co.

 

April     , 2018

 


 

STEP Income S ecurities ®
Linked to the Common Stock of The Home Depot, Inc., due May  , 2019

 

 

 

Summary

 

The STEP Income S ecurities ® Linked to the Common Stock of The Home Depot, Inc., due May  , 2019 (the “notes”) are our senior unsecured debt securities. The notes are not guaranteed or insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, Canada or any other jurisdiction or secured by collateral. The notes will rank equally with all of our other unsecured and unsubordinated debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of CIBC. The notes provide quarterly interest payments. Additionally, if the Ending Value of the Market Measure, which is the common stock of The Home Depot, Inc. (the “Underlying Stock”), is at or above the Step Level, the notes will also provide a payment of [$0.10 to $0.50] per unit at maturity.  If the Ending Value is less than the Step Level, the Redemption Amount will not be greater than your principal amount. If the Ending Value is less than the Starting Value, the Redemption Amount will be less than the principal amount of your notes, and may be as low as zero. Any payments on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance of the Underlying Stock, subject to our credit risk. See “Terms of the Notes” below.

 

The economic terms of the notes (including the Step Payment) are based on our internal funding rate, which is the rate we would pay to borrow funds through the issuance of market-linked notes, and the economic terms of certain related hedging arrangements.  Our internal funding rate is typically lower than the rate we would pay when we issue conventional fixed rate debt securities. This difference in funding rate, as well as the underwriting discount and the hedging related charge described below, will reduce the economic terms of the notes to you and the initial estimated value of the notes on the pricing date. Due to these factors, the public offering price you pay to purchase the notes will be greater than the initial estimated value of the notes.

 

On the cover page of this term sheet, we have provided the initial estimated value range for the notes. This initial estimated value range was determined based on our pricing models. The initial estimated value as of the pricing date will be based on our internal funding rate on the pricing date, market conditions and other relevant factors existing at that time, and our assumptions about market parameters. For more information about the initial estimated value and the structuring of the notes, see “Structuring the Notes” on page TS- 10.

 

Terms of the Notes

Redemption Amount Determination

 

 

Issuer:

Canadian Imperial Bank of Commerce (“CIBC”)

In addition to interest payable, on the maturity date, you will receive a cash payment per unit determined as follows:

 

 

 

 

Principal Amount :

$10.00 per unit

 

 

Term:

Approximately one year and one week

 

 

Underlying Stock:

Common stock of The Home Depot, Inc. (the “Underlying Company”) (NYSE symbol: HD)

 

 

Starting Value:

The Volume Weighted Average Price on the pricing date.

 

 

Volume Weighted Average Price:

The volume weighted average price (rounded to two decimal places) shown on page “AQR” on Bloomberg L.P. for trading in shares of the Underlying Stock taking place from approximately 9:30 a.m. to 4:02 p.m. on all U.S. exchanges.

 

 

Ending Value:

The Closing Market Price of the Underlying Stock on the valuation date, multiplied by the Price Multiplier. The scheduled valuation date is subject to postponement in the event of Market Disruption Events, as described beginning on page PS-19 of product supplement STEPS-1.

 

 

Valuation Date:

Approximately the fifth scheduled trading day immediately prior to the maturity date.

 

 

Interest Rate:

7.50% per year

 

 

Interest Payment Dates:

On or about August    , 2018, November    , 2018, February    , 2019 and May    , 2019

 

 

Step Payment:

[$0.10 to $0.50] per unit, which represents a return of [1.00% to 5.00%] of the principal amount. The actual Step Payment will be determined on the pricing date.

 

 

Step Level:

107.50% of the Starting Value, rounded to two decimal places

 

 

Threshold Value:

100% of the Starting Value.

 

 

Price Multiplier:

1, subject to adjustment for certain corporate events relating to the Underlying Stock described beginning on page PS-21 of product supplement STEPS-1.

 

 

Fees and Charges:

The underwriting discount of $0.175 per unit listed on the cover page and the hedging related charge of $0.075 per unit described in “Structuring the Notes” on page TS-11.

 

 

Calculation Agent:

Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”).

 

STEP Income Securities ®

TS- 2

 

 


 

STEP Income S ecurities ®
Linked to the Common Stock of The Home Depot, Inc., due May  , 2019

 

 

 

The terms and risks of the notes are contained in this term sheet and in the following:

 

§                   Product supplement STEPS-1 dated April 5, 2017:
https://www.sec.gov/Archives/edgar/data/1045520/000110465917021680/a17-7416_29424b5.htm

 

§                   Prospectus dated March 28, 2017 and prospectus supplement dated March 28, 2017:
https://www.sec.gov/Archives/edgar/data/1045520/000110465917019619/a17-8647_1424b3.htm

 

These documents (together, the “Note Prospectus”) have been filed as part of a registration statement with the SEC, which may, without cost, be accessed on the SEC website as indicated above or obtained from MLPF&S by calling 1-800-294-1322. Before you invest, you should read the Note Prospectus, including this term sheet, for information about us and this offering.  Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement STEPS-1. Unless otherwise indicated or unless the context requires otherwise, all references in this document to “we,” “us,” “our,” or similar references are to CIBC.

 

Investor Considerations

 

You may wish to consider an investment in the notes if:

 

The notes may not be an appropriate investment for you if:

 

 

 

§                  You anticipate that the Ending Value will be greater than or equal to the Starting Value.

 

§                  You seek periodic interest payments on your investment.

 

§                  You accept that the maximum return on the notes is limited to the sum of the quarterly interest payments and the Step Payment, if any.

 

§                  You are willing to risk a loss of principal and return if the Ending Value is below the Starting Value.

 

§                  You are willing to forgo dividends or other benefits of owning shares of the Underlying Stock.

 

§                  You are willing to accept a limited or no market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our actual and perceived creditworthiness, our internal funding rate and fees and charges on the notes.

 

§                  You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption Amount.

 

§                  You anticipate that the Ending Value will be less than the Starting Value.

 

§                  You anticipate that the price of the Underlying Stock will increase substantially and do not want a payment at maturity that is limited to the Step Payment.

 

§                  You seek principal repayment or preservation of capital.

 

§                  In addition to periodic interest payments, you seek an additional guaranteed return above the principal amount.

 

§                  You seek to receive dividends or other distributions paid on the Underlying Stock.

 

§                  You seek an investment for which there will be a liquid secondary market.

 

§                  You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes.

 

We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

 

STEP Income Securities ®

TS- 3

 

 


 

STEP Income S ecurities ®
Linked to the Common Stock of The Home Depot, Inc., due May  , 2019

 

 

 

Hypothetical Payments at Maturity

 

The following examples are for purposes of illustration only. They are based on hypothetical values and show hypothetical payments on the notes. The actual amount you receive and the resulting return will depend on the actual Starting Value, Threshold Value, Ending Value, Step Level, Step Payment, and the term of your investment. The following examples do not take into account any tax consequences from investing in the notes. These examples are based on:

 

1)              a hypothetical Starting Value of 100.00;

2)              a hypothetical Threshold Value of 100.00 (100.00% of the hypothetical Starting Value);

3)              a hypothetical Step Level of 107.50 (107.50% of the hypothetical Starting Value);

4)              a hypothetical Step Payment of $0.30 per unit (the midpoint of the Step Payment range of [$0.10 to $0.50] per unit);

5)              an expected term of the notes of approximately one year and one week; and

6)              the interest rate of 7.50% per year.

 

The hypothetical Starting Value of 100.00 used in these examples has been chosen for illustrative purposes only, and does not represent a likely actual Starting Value of the Underlying Stock. For recent actual prices of the Underlying Stock, see “The Underlying Stock” section below.  In addition, all payments on the notes are subject to issuer credit risk.

 

Example 1

 

The Ending Value is 115.00 (115.00% of the Starting Value)

 

The Ending Value is greater than the Step Level. Consequently, in addition to the quarterly interest payments, you will receive on the maturity date the principal amount plus the Step Payment of $0.30 per unit.  The Redemption Amount will therefore be equal to $10.30 per unit ($10.00 plus the Step Payment of $0.30 per unit).

 

Example 2

 

The Ending Value is 105.00 (105.00% of the Starting Value)

 

The Ending Value is greater than the Starting Value and the Threshold Value but less than the Step Level. Consequently, you will receive the quarterly interest payments, but you will not receive the Step Payment on the maturity date.  The Redemption Amount will therefore be equal to the principal amount of $10.00 per unit.

 

Example 3

 

The Ending Value is 70.00 (70.00% of the Starting Value)

 

The Ending Value is less than the Starting Value and the Threshold Value. Consequently, you will receive the quarterly interest payments, but you will not receive the Step Payment on the maturity date, and you will participate on a 1-for-1 basis in the decrease in the price of the Underlying Stock. The Redemption Amount per unit will equal:

 

 

 

On the maturity date, you will receive a Redemption Amount equal to $7.00 per unit.

 

STEP Income Securities ®

TS- 4

 

 


 

STEP Income S ecurities ®
Linked to the Common Stock of The Home Depot, Inc., due May  , 2019

 

 

 

Summary of the Hypothetical Examples

 

 

Example 1

Example 2

Example 3

 

The Ending Value is
greater than or equal to
the Step Level

The Ending Value is
less than the Step Level
but greater than or
equal to the Starting
Value

The Ending Value is
less than the Starting
Value and the
Threshold Value

Starting Value

100.00

100.00

100.00

Ending Value

115.00

105.00

70.00

Step Level

107.50

107.50

107.50

Threshold Value

100.00

100.00

100.00

Interest Rate (per year)

7.50%

7.50%

7.50%

Step Payment

$0.30

$0.00

$0.00

Redemption Amount per Unit

$10.30

$10.00

$7.00

 

Total Return of the Underlying Stock (1)

 

17.43%

7.43%

-27.57%

Total Return on the Notes (2)

10.64%

7.64%

-22.36%

 

(1)                 The total return of the Underlying Stock assumes:

 

(a)          the percentage change in the price of the Underlying Stock from the Starting Value to the Ending Value;

 

(b)          a constant dividend yield of 2.38% per year; and

 

(c)           no transaction fees or expenses.

 

(2)                 The total return on the notes includes interest paid on the notes and assumes an expected term of the notes of approximately one year and one week.

 

STEP Income Securities ®

TS- 5

 

 


 

STEP Income S ecurities ®
Linked to the Common Stock of The Home Depot, Inc., due May  , 2019

 

 

 

Risk Factors

 

There are important differences between the notes and a conventional debt security.  An investment in the notes involves significant risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page PS-6 of product supplement STEPS-1, page S-1 of the prospectus supplement, and page 1 of the prospectus identified above. We also urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

 

§                   Depending on the performance of the Underlying Stock as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.

 

§                   You will not receive a Step Payment at maturity unless the Ending Value is greater than or equal to the Step Level.

 

§                   Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity.

 

§                   Your investment return is limited to the return represented by the periodic interest payments over the term of the notes and the Step Payment, if any, and may be less than a comparable investment directly in the Underlying Stock.

 

§                   Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become insolvent or are unable to pay our obligations, you may lose your entire investment.

 

§                   Our initial estimated value of the notes will be lower than the public offering price of the notes. The public offering price of the notes will exceed our initial estimated value because costs associated with selling and structuring the notes, as well as hedging the notes, all as further described in “Structuring the Notes” on page TS-10, are included in the public offering price of the notes.

 

§                   Our initial estimated value does not represent future values of the notes and may differ from others’ estimates. Our initial estimated value is only an estimate, which will be determined by reference to our internal pricing models when the terms of the notes are set. This estimated value will be based on market conditions and other relevant factors existing at that time, our internal funding rate on the pricing date and our assumptions about market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for the notes that are greater or less than our initial estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the market value of the notes could change significantly based on, among other things, changes in market conditions, including the value of the Market Measure, our creditworthiness, interest rate movements and other relevant factors, which may impact the price at which MLPF&S or any other party would be willing to buy notes from you in any secondary market transactions. Our estimated value does not represent a minimum price at which MLPF&S or any other party would be willing to buy your notes in any secondary market (if any exists) at any time.

 

§                   Our initial estimated value of the notes will not be determined by reference to credit spreads for our conventional fixed-rate debt. The internal funding rate to be used in the determination of our initial estimated value of the notes generally represents a discount from the credit spreads for our conventional fixed-rate debt. The discount is based on, among other things, our view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt. If we were to use the interest rate implied by our conventional fixed-rate debt, we would expect the economic terms of the notes to be more favorable to you. Consequently, our use of an internal funding rate for market-linked notes would have an adverse effect on the economic terms of the notes, the initial estimated value of the notes on the pricing date, and any secondary market prices of the notes.

 

§                   A trading market is not expected to develop for the notes. Neither we nor MLPF&S is obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.

 

§                   Our business, hedging and trading activities, and those of MLPF&S and our respective affiliates (including trades in shares of the Underlying Stock) and any hedging and trading activities we, MLPF&S or our respective affiliates engage in for our clients’ accounts, may affect the market value and return of the notes and may create conflicts of interest with you.

 

§                   The Underlying Company will have no obligations relating to the notes, and neither we nor MLPF&S will perform any due diligence procedures with respect to the Underlying Company in connection with this offering.

 

§                   You will have no rights of a holder of the Underlying Stock, and you will not be entitled to receive any shares of the Underlying Stock or dividends or other distributions by the Underlying Company.

 

§                   While we, MLPF&S or our respective affiliates may from time to time own securities of the Underlying Company, we, MLPF&S or our respective affiliates do not control the Underlying Company, and have not verified any disclosure made by the Underlying Company.

 

§                   The Redemption Amount will not be adjusted for all corporate events that could affect the Underlying Stock. See “Description of the Notes—Anti-Dilution Adjustments” beginning on page PS-21 of product supplement STEPS-1.

 

§                   There may be potential conflicts of interest involving the calculation agent, which is MLPF&S.  We have the right to appoint and remove the calculation agent.

 

STEP Income Securities ®

TS- 6

 

 


 

STEP Income S ecurities ®
Linked to the Common Stock of The Home Depot, Inc., due May  , 2019

 

 

 

§                   The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes.  See “Summary of U.S. Federal Income Tax Consequences” below and “U.S. Federal Income Tax Summary” beginning on page PS-34 of product supplement STEPS-1. For a discussion of the Canadian federal income tax consequences of investing in the notes, see “Material Income Tax Consequences—Canadian Taxation” in the prospectus dated March 28, 2017, as supplemented by the discussion under “Summary of Canadian Federal Income Tax Considerations” herein.

 

STEP Income Securities ®

TS- 7

 

 


 

STEP Income S ecurities ®
Linked to the Common Stock of The Home Depot, Inc., due May  , 2019

 

 

 

The Underlying Stock

 

We have derived the following information from publicly available documents. We have not independently verified the accuracy or completeness of the following information. The Home Depot, Inc. is a home improvement retailer that sells building materials and home improvement products. The company sells an assortment of building materials, home improvement and lawn and garden products, and provides a number of services. It operates throughout the United States, Canada, China and Mexico.

 

Because the Underlying Stock is registered under the Securities Exchange Act of 1934, the Underlying Company is required to file periodically certain financial and other information specified by the SEC. Information provided to or filed with the SEC by the Underlying Company can be located at the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549 or through the SEC’s website at http://www.sec.gov by reference to SEC CIK number 354950.

 

This term sheet relates only to the notes and does not relate to the Underlying Stock or to any other securities of the Underlying Company. None of us, MLPF&S, or any of our respective affiliates has participated or will participate in the preparation of the Underlying Company’s publicly available documents. None of us, MLPF&S, or any of our respective affiliates has made any due diligence inquiry with respect to the Underlying Company in connection with the offering of the notes. None of us, MLPF&S, or any of our respective affiliates makes any representation that the publicly available documents or any other publicly available information regarding the Underlying Company are accurate or complete. Furthermore, there can be no assurance that all events occurring prior to the date of this term sheet, including events that would affect the accuracy or completeness of these publicly available documents that would affect the trading price of the Underlying Stock, have been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure of or failure to disclose material future events concerning the Underlying Company could affect the price of the Underlying Stock and therefore could affect your return on the notes.  The selection of the Underlying Stock is not a recommendation to buy or sell the Underlying Stock.

 

The Underlying Stock trades on the New York Stock Exchange under the symbol “HD.”

 

Historical Data

 

The following table shows the quarterly high and low Closing Market Prices of the shares of the Underlying Stock on its primary exchange from the first quarter of 2008 through April 12, 2018. We obtained this historical data from Bloomberg L.P.  We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. These historical trading prices may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits.

 

 

High ($)

Low ($)

2008

 

 

First Quarter

30.67

24.71

Second Quarter

30.12

23.42

Third Quarter

30.16

21.46

Fourth Quarter

25.92

18.51

2009

 

 

First Quarter

25.26

18.00

Second Quarter

26.34

22.68

Third Quarter

28.23

22.40

Fourth Quarter

29.29

24.96

2010

 

 

First Quarter

32.75

27.34

Second Quarter

36.49

28.07

Third Quarter

31.81

27.07

Fourth Quarter

35.24

30.21

2011

 

 

First Quarter

38.49

34.38

Second Quarter

38.17

33.45

Third Quarter

37.05

28.51

Fourth Quarter

42.22

31.59

2012

 

 

First Quarter

50.31

42.14

Second Quarter

52.99

47.02

Third Quarter

60.37

50.70

Fourth Quarter

65.07

59.01

2013

 

 

First Quarter

71.37

62.85

Second Quarter

79.82

69.67

Third Quarter

80.54

72.70

Fourth Quarter

82.34

74.14

2014

 

 

First Quarter

82.91

74.97

 

STEP Income Securities ®

TS- 8

 

 


 

STEP Income S ecurities ®
Linked to the Common Stock of The Home Depot, Inc., due May  , 2019

 

 

 

Second Quarter

81.13

75.70

Third Quarter

93.50

79.40

Fourth Quarter

104.97

87.85

2015

 

 

First Quarter

117.49

100.95

Second Quarter

115.59

106.98

Third Quarter

122.80

110.97

Fourth Quarter

134.74

117.03

2016

 

 

First Quarter

133.43

111.85

Second Quarter

137.51

124.67

Third Quarter

138.77

125.45

Fourth Quarter

137.11

119.89

2017

 

 

First Quarter

149.60

133.53

Second Quarter

158.81

145.91

Third Quarter

163.56

144.58

Fourth Quarter

190.36

162.71

2018

 

 

First Quarter

207.23

171.80

Second Quarter (through April 12, 2018)

179.13

172.51

 

This historical data on the Underlying Stock is not necessarily indicative of the future performance of the Underlying Stock or what the value of the notes may be. Any historical upward or downward trend in the price per share of the Underlying Stock during any period set forth above is not an indication that the price per share of the Underlying Stock is more or less likely to increase or decrease at any time over the term of the notes.

 

Before investing in the notes, you should consult publicly available sources for the prices and trading pattern of the Underlying Stock.

 

STEP Income Securities ®

TS- 9

 

 


 

STEP Income S ecurities ®
Linked to the Common Stock of The Home Depot, Inc., due May  , 2019

 

 

 

Supplement to the Plan of Distribution

 

Under our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us as principal at the public offering price indicated on the cover of this term sheet, less the indicated underwriting discount.

 

We may deliver the notes against payment therefor in New York, New York on a date that is greater than two business days following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if the initial settlement of the notes occurs more than two business days from the pricing date, purchasers who wish to trade the notes more than two business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.

 

The notes will not be listed on any securities exchange. In the original offering of the notes, the notes will be sold in minimum investment amounts of 100 units. If you place an order to purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account.

 

MLPF&S may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at negotiated prices, and these prices will include MLPF&S’s trading commissions and mark-ups. MLPF&S may act as principal or agent in these market-making transactions; however, it is not obligated to engage in any such transactions. At MLPF&S’s discretion, for a short, undetermined initial period after the issuance of the notes, MLPF&S may offer to buy the notes in the secondary market at a price that may exceed the initial estimated value of the notes. Any price offered by MLPF&S for the notes will be based on then-prevailing market conditions and other considerations, including the performance of the Underlying Stock and the remaining term of the notes. However, none of us, MLPF&S, or any of our respective affiliates is obligated to purchase your notes at any price or at any time, and we cannot assure you that we, MLPF&S or any of our respective affiliates will purchase your notes at a price that equals or exceeds the initial estimated value of the notes.

 

The value of the notes shown on your account statement will be based on MLPF&S’s estimate of the value of the notes if MLPF&S or another of its affiliates were to make a market in the notes, which it is not obligated to do. That estimate will be based upon the price that MLPF&S may pay for the notes in light of then-prevailing market conditions, and other considerations, as mentioned above, and will include transaction costs. At certain times, this price may be higher than or lower than the initial estimated value of the notes.

 

The distribution of the Note Prospectus in connection with these offers or sales will be solely for the purpose of providing investors with the description of the terms of the notes that was made available to investors in connection with their initial offering. Secondary market investors should not, and will not be authorized to, rely on the Note Prospectus for information regarding CIBC or for any purpose other than that described in the immediately preceding sentence.

 

An investor’s household, as referenced on the cover of this term sheet, will generally include accounts held by any of the following, as determined by MLPF&S in its discretion and acting in good faith based upon information then available to MLPF&S:

 

·                   the investor’s spouse (including a domestic partner), siblings, parents, grandparents, spouse’s parents, children and grandchildren, but excluding accounts held by aunts, uncles, cousins, nieces, nephews or any other family relationship not directly above or below the individual investor;

 

·                   a family investment vehicle, including foundations, limited partnerships and personal holding companies, but only if the beneficial owners of the vehicle consist solely of the investor or members of the investor’s household as described above; and

 

·                   a trust where the grantors and/or beneficiaries of the trust consist solely of the investor or members of the investor’s household as described above; provided that, purchases of the notes by a trust generally cannot be aggregated together with any purchases made by a trustee’s personal account.

 

Purchases in retirement accounts will not be considered part of the same household as an individual investor’s personal or other non-retirement account, except for individual retirement accounts (“IRAs”), simplified employee pension plans (“SEPs”), savings incentive match plan for employees (“SIMPLEs”), and single-participant or owners only accounts (i.e., retirement accounts held by self-employed individuals, business owners or partners with no employees other than their spouses).

 

Please contact your Merrill Lynch financial advisor if you have any questions about the application of these provisions to your specific circumstances or think you are eligible.

 

Structuring the Notes

 

The notes are our debt securities, the return on which is linked to the performance of the Underlying Stock.  As is the case for all of our debt securities, including our market-linked notes, the economic terms of the notes reflect our actual or perceived creditworthiness at the time of pricing. The internal funding rate we use in pricing the market-linked notes is typically lower than the rate we would pay when we issue conventional fixed-rate debt securities of comparable maturity. This difference is based on, among other things, our view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the notes in comparison to those costs for our conventional fixed-rate debt. This generally relatively lower internal funding rate, which is reflected in the economic terms of the notes, along with the fees and charges associated with market-linked notes, typically results in the initial estimated value of the notes on the pricing date being less than their public offering price.

 

STEP Income Securities ®

TS- 10

 

 

 

 


 

STEP Income S ecurities ®
Linked to the Common Stock of The Home Depot, Inc., due May  , 2019

 

 

 

Payments on the notes, including the interest payments on the notes and the Redemption Amount, will be calculated based on the $10 principal amount per unit. The Redemption Amount will depend on the performance of the Underlying Stock. We are also required to make the interest payments on the notes. In order to meet these payment obligations, at the time we issue the notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with MLPF&S or one of its affiliates.  The terms of these hedging arrangements are determined by seeking bids from market participants, including MLPF&S and its affiliates, and take into account a number of factors, including our creditworthiness, interest rate movements, the volatility of the Underlying Stock, the tenor of the notes and the tenor of the hedging arrangements. The economic terms of the notes and their initial estimated value depend in part on the terms of these hedging arrangements.

 

MLPF&S has advised us that the hedging arrangements will include a hedging related charge of approximately $0.075 per unit, reflecting an estimated profit to be credited to MLPF&S from these transactions.  Since hedging entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be realized by MLPF&S or any third party hedge providers.

 

For further information, see “Risk Factors” beginning on page PS-6 and “Use of Proceeds and Hedging” on page PS-16 of product supplement STEPS-1.

 

STEP Income Securities ®

TS- 11

 

 


 

STEP Income S ecurities ®
Linked to the Common Stock of The Home Depot, Inc., due May  , 2019

 

 

 

Summary of Canadian Federal Income Tax Considerations

 

In the opinion of Blake, Cassels & Graydon LLP, our Canadian tax counsel, the following summary describes the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the “Canadian Tax Act”) generally applicable at the date hereof to a purchaser who acquires beneficial ownership of a note pursuant to this term sheet and who for the purposes of the Canadian Tax Act and the regulations thereto and at all relevant times:  (a) is neither resident nor deemed to be resident in Canada; (b) deals at arm’s length with CIBC and any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of the note; (c) does not use or hold and is not deemed to use or hold the note in, or in the course of, carrying on a business in Canada; (d) is entitled to receive all payments (including any interest and principal) made on the note; and (e) is not a, and deals at arm’s length with any, “specified shareholder” of CIBC for purposes of the thin capitalization rules in the Canadian Tax Act (a “Non-Resident Holder”). A “specified shareholder” for these purposes generally includes a person who (either alone or together with persons with whom that person is not dealing at arm’s length for the purposes of the Canadian Tax Act) owns or has the right to acquire or control or is otherwise deemed to own 25% or more of CIBC’s shares determined on a votes or fair market value basis. Special rules which apply to non-resident insurers carrying on business in Canada and elsewhere are not discussed in this summary.

 

This summary is supplemental to and should be read together with the description of material Canadian federal income tax considerations relevant to a Non-Resident Holder owning notes under “Material Income Tax Consequences—Canadian Taxation” in the accompanying prospectus and a Non-Resident Holder should carefully read that description as well.

 

Based on our Canadian tax counsel’s understanding of the Canada Revenue Agency’s administrative policies, and having regard to the terms of the notes, interest payable on the notes should not be considered to be “participating debt interest” as defined in the Canadian Tax Act and accordingly, a Non-Resident Holder should not be subject to Canadian non-resident withholding tax in respect of amounts paid or credited or deemed to have been paid or credited by CIBC on a note as, on account of or in lieu of payment of, or in satisfaction of, interest.

 

Non-Resident Holders should consult their own tax advisors regarding the consequences to them of a disposition of the notes to a person with whom they are not dealing at arm’s length for purposes of the Canadian Tax Act.

 

Summary of U.S. Federal Income Tax Consequences

 

The following discussion is a brief summary of the material U.S. federal income consequences relating to an investment in the notes. The following summary is not complete and is both qualified and supplemented by, or in some cases supplements, the discussion entitled “U.S. Federal Income Tax Summary” beginning on page PS-34 of product supplement STEPS-1, which you should carefully review prior to investing in the notes.

 

The U.S. federal income tax consequences of your investment in the notes are uncertain. No statutory, judicial or administrative authority directly discusses how the notes should be treated for U.S. federal income tax purposes. In the opinion of our tax counsel Mayer Brown LLP, it would generally be reasonable to treat the notes as income-bearing single financial contracts. Pursuant to the terms of the notes, you agree to treat the notes in this manner for all U.S. federal income tax purposes. If your notes are so treated, you should generally recognize capital gain or loss upon the sale, exchange, redemption or payment on maturity in an amount equal to the difference between the amount you receive at such time, including any Step Payment, and the amount that you paid for your notes. Such gain or loss should generally be long-term capital gain or loss if you have held your notes for more than one year.

 

If you are a U.S. person, we will report the periodic interest payments to you as ordinary income. If you are an accrual method taxpayer who keeps an applicable financial statement, you may be required to include a periodic interest payment in income earlier than under your regular method of accounting.

 

If you are a non-U.S. person, we do not expect to withhold any U.S. federal income tax from the periodic interest payments. Regarding the discussion in the product supplement STEPS-1 with respect to a dividend equivalent payment made with respect to an equity-linked instrument under the section entitled Non-U.S. Holders, the regulations under Section 871(m) exempt instruments issued prior to 2019 that are not “delta-one.” Since the notes have a delta that is less than one, the notes should be exempt from the withholding tax rules specified for dividend equivalents.

 

The characterization described above is not binding on the U.S. Internal Revenue Service (the “IRS”) or the courts. Thus, it is possible that the IRS would seek to characterize your notes in a manner that results in tax consequences to you that are different from those described above or in the accompanying product supplement. For a more detailed discussion of certain alternative characterizations with respect to your notes and certain other considerations with respect to your investment in the notes, you should consider the discussion set forth in “U.S. Federal Income Tax Summary” of the product supplement. We are not responsible for any adverse consequences that you may experience as a result of any alternative characterization of the notes for U.S. federal income tax or other tax purposes.

 

You should consult your tax advisor as to the tax consequences of such characterization and any possible alternative characterizations of the notes for U.S. federal income tax purposes. You should also consult your tax advisor concerning the U.S. federal income tax and other tax consequences of your investment in the notes in your particular circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.

 

STEP Income Securities ®

TS- 12

 

 


 

STEP Income S ecurities ®
Linked to the Common Stock of The Home Depot, Inc., due May  , 2019

 

 

 

Where You Can Find More Information

 

We have filed a registration statement (including a product supplement, a prospectus supplement, and a prospectus) with the SEC for the offering to which this term sheet relates.  Before you invest, you should read the Note Prospectus, including this term sheet, and the other documents that we have filed with the SEC, for more complete information about us and this offering.  You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, we, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S toll-free at 1-800-294-1322.

 

Market-Linked Investments Classification

 

 

MLPF&S classifies certain market-linked investments (the “Market-Linked Investments”) into categories, each with different investment characteristics. The following description is meant solely for informational purposes and is not intended to represent any particular Enhanced Income Market-Linked Investment or guarantee any performance.

 

Enhanced Income Market-Linked Investments are short- to medium-term market-linked notes that offer you a way to enhance your income stream, either through variable or fixed-interest coupons, an added payout at maturity based on the performance of the linked asset, or both.  In exchange for receiving current income, you will generally forfeit upside potential on the linked asset.  Even so, the prospect of higher interest payments and/or an additional payout may equate to a higher return potential than you may be able to find through other fixed-income securities. Enhanced Income Market-Linked Investments generally do not include market downside protection. The degree to which your principal is repaid at maturity is generally determined by the performance of the linked asset. Although enhanced income streams may help offset potential declines in the asset, you can still lose part or all of your original investment.

 

STEP Income S ecurities ® ” and “STEPS ® ” are registered service marks of Bank of America Corporation, the parent company of MLPF&S.

 

STEP Income Securities ®

TS- 13

 

 

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