The information in this preliminary prospectus supplement is not complete and may be
changed. The preliminary prospectus supplement and the accompanying short form base shelf prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is
not permitted.
Filed Pursuant to General Instruction
II.L. of Form F-10
File No. 333-216541
Subject to Completion, dated March 26, 2019
Prospectus Supplement
(to the Short Form Base Shelf
Prospectus Dated March 13, 2017)
US$
CANADIAN IMPERIAL BANK OF COMMERCE
% Senior Notes due 2024
The US$ % Senior Notes due 2024 (the
Notes) offered by this prospectus supplement (this Prospectus Supplement) will bear interest at a rate of % from
, 2019 and will mature on , 2024. Interest on the Notes
will be payable semi-annually in arrears on and of each
year, commencing on , 2019. See
Description of the NotesInterest.
The Notes are not redeemable by Canadian Imperial Bank of
Commerce (the Bank, CIBC or us) prior to their maturity, except under the circumstances described under
Description of the NotesTax Redemption
.
The Notes are bail-inable notes (as defined herein) and are subject to conversion in whole or in part by means of a transaction or
series of transactions and in one or more steps into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the
Canada Deposit Insurance Corporation Act
(Canada) (the CDIC Act) and to variation or
extinguishment in consequence, and are subject to the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes.
The Notes will be unsecured and unsubordinated obligations of CIBC and will constitute deposit liabilities of the Bank for the purposes of the
Bank Act
(Canada) (the Bank Act).
The Notes are a new issue of securities with no established trading market. We do
not intend to list the Notes on any securities exchange or automated quotation system.
Investing in the Notes involves risks. See the
Risk Factors
sections of this Prospectus Supplement and the accompanying Short Form Base Shelf Prospectus.
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Per Note
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Total
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Public Offering Price (1)
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%
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US$
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Underwriting Discount
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%
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US$
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Proceeds, before expenses, to us
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%
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US$
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(1)
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Plus accrued and unpaid interest from
, 2019, if settlement occurs after that date.
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Neither the U.S. Securities and Exchange Commission nor any state securities regulator has approved or disapproved of the Notes, or passed
upon the accuracy or adequacy of this Prospectus Supplement or the accompanying Short Form Base Shelf Prospectus. Any representation to the contrary is a criminal offense.
The Bank is permitted, under a multi-jurisdictional disclosure system adopted by the United States and Canada, to prepare this Prospectus
Supplement and the accompanying Short Form Base Shelf Prospectus in accordance with the disclosure requirements of Canada. Prospective investors should be aware that such requirements are different from those of the United States. The audited
financial statements included or incorporated herein have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and may be subject to Canadian auditing and auditor
independence standards, and thus may not be comparable to financial statements of United States companies.
Prospective
investors should be aware that the acquisition of the Notes described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in Canada or resident or citizens of the United States
or Canada may not be described fully herein.
The enforcement by investors of civil liabilities under the United States federal
securities laws may be affected adversely by the fact that the Bank is a Canadian bank, that many of its officers and directors, and some of the experts named in this Prospectus Supplement, may be residents of Canada and that all or a substantial
portion of the assets of the Bank and such persons may be located outside the United States.
The Notes offered hereby have not
been qualified for sale under the securities laws of any province or territory of Canada (other than the Province of Ontario) and will not be offered or sold, directly or indirectly, in Canada or to any resident of Canada except in the Province of
Ontario by the Canadian investment dealer affiliates of CIBC World Markets Corp. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. None of the underwriters is registered to sell securities in this offering in any Canadian jurisdiction and,
accordingly, will only sell the Notes outside Canada, except as provided above. See
Underwriting
.
The Notes will not constitute deposits that are insured under the CDIC Act
or by the United States Federal Deposit
Insurance Corporation or any other Canadian or U.S. government agency or instrumentality.
The Notes will be ready for delivery
through the book-entry facilities of The Depository Trust Company and its direct and indirect participants, including Euroclear Bank SA/NV and Clearstream Banking S.A., on or about
, 2019.
The Banks registered
and head office is located in Commerce Court, Toronto, Canada M5L 1A2.
Joint
Book-Running Managers
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Barclays
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BofAMerrill Lynch
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CIBC Capital Markets
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J.P. Morgan
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Wells Fargo Securities
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, 2019