SC TO-I/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 24, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

ISSUER TENDER OFFER STATEMENT

UNDER SECTION 13(e)(1) OF THE

SECURITIES EXCHANGE ACT OF 1934

AMENDMENT NO. 2

NUVEEN PREFERRED AND INCOME 2022 TERM FUND

(Name of Subject Company)

NUVEEN PREFERRED AND INCOME 2022 TERM FUND

(Name of Filing Person (Issuer))

COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

67075T105

(CUSIP Number of Class of Securities)

Mark L. Winget

Vice President and Secretary

Nuveen Investments

333 West Wacker Drive

Chicago, Illinois 60606

800-257-8787

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

Copies to:

Deborah Bielicke Eades

Vedder Price P.C.

222 North LaSalle Street

Chicago, Illinois 60601

CALCULATION OF FILING FEE

TRANSACTION VALUATION	AMOUNT OF FILING FEE:
$95,796,162.71 (a)	$8,880.30 (b)

(a) The transaction value was calculated by multiplying 3,955,722 Shares of Nuveen Preferred and Income 2022 Term Fund by $24.217112 (100% of the Net Asset Value per share as of the close of ordinary trading on the New York Stock Exchange on January 18, 2022).

(b) Calculated at $92.70 per $1,000,000 of the Transaction Valuation.

☒ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$8,880.30	Filing Party:	Nuveen Preferred and Income 2022 Term Fund
Form or Registration No.:	Schedule TO	Date Filed:	January 20, 2022

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third-party tender offer subject to Rule 14d-1.

☒ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

EXPLANATORY NOTE

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission (the “SEC”) on January 20, 2022, as amended by Amendment No. 1 to the Schedule TO filed with the SEC on February 18, 2022 (as amended hereby, the “Schedule TO”), by Nuveen Preferred and Income 2022 Term Fund, a diversified, closed-end management investment company organized as a Massachusetts business trust (the “Fund”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended, in connection with the Fund’s offer to purchase for cash up to 3,955,722 shares of the Fund’s issued and outstanding common shares of beneficial interest, par value $0.01 per share, upon the terms and subject to the conditions contained in the Offer to Purchase dated January 20, 2022 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal,” which together with the Offer to Purchase and any amendments or supplements to either or both constitute the “Offer”), at a purchase price equal to 100% of the Fund’s net asset value per share determined as of the close of ordinary trading on the New York Stock Exchange on February 17, 2022. Filed herewith as Exhibit (a)(5)(iv) is a copy of the Press Release issued by the Fund on February 24, 2022 announcing the final results of the Offer, and the information contained therein is incorporated herein by reference.

The information in the Offer to Purchase and the Letter of Transmittal, previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated by reference into this Amendment No. 1 in response to Items 1 through 9 and Item 11 of the Schedule TO.

ITEM 10. FINANCIAL STATEMENTS

Not applicable.

ITEM 12. EXHIBITS

(a)(1)(i) Letter to Shareholders from the Chairman of the Board of Trustees of the Fund and Offer to Purchase.⁴

(a)(1)(ii) Letter of Transmittal.⁴

(a)(1)(iii) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.⁴

(a)(1)(iv) Letter to Clients and Client Instruction Form.⁴

(a)(1)(v) Notice of Guaranteed Delivery.⁴

(a)(1)(vi) Not applicable.

(a)(2) Not applicable.

(a)(3) Not applicable.

(a)(4) Not applicable.

(a)(5)(i) Press Release dated January 19, 2022.¹

(a)(5)(ii) Press Release dated January 20, 2022.⁴

(a)(5)(iii) Press Release dated February 18, 2022.⁵

(a)(5)(iv) Press release dated February 24, 2022.^*

(b) Not applicable.

(d)(1) Investment Management Agreement with Nuveen Fund Advisors, LLC dated November 15, 2016.²

(d)(2) Investment Sub-Advisory Agreement by and between Nuveen Fund Advisors and Nuveen Asset Management, dated November 16, 2016.²

(d)(3) Transfer Agency and Service Agreement with Computershare Inc. and Computershare Trust Company, N.A. dated June 15, 2017, (the “Transfer Agency Agreement”).³

(d)(4) Amendment and Schedule A to the Transfer Agency Agreement.³

(d)(5) Amended and Restated Master Custodian Agreement with State Street Bank and Trust Company dated July 15, 2015 (the “Custodian Agreement”).³

(d)(6) Appendix A to the Custodian Agreement.³

(g) Not applicable.

(h) Not applicable.

¹ Previously filed on Schedule TO-C via EDGAR on January 19, 2022 and incorporated herein by reference.

² Previously filed as an exhibit to Pre-Effective Amendment No. 1 to Nuveen Preferred and Income 2022 Term Fund’s Registration Statement on Form N-2 (File No. 333-214066) via EDGAR on December 8, 2016 and incorporated herein by reference.

³ Previously filed as an exhibit to Pre-Effective Amendment No. 1 to Nuveen Multi-Asset Income Fund’s Registration Statement on Form N-14 (File No. 333-256163) via EDGAR on June 29, 2021 and incorporated herein by reference.

⁴ Previously filed on Schedule TO-I via EDGAR on January 20, 2022 and incorporated herein by reference.

⁵ Previously filed on Amendment No. 1 to Schedule TO-I via EDGAR on February 18, 2022 and incorporate herein by reference.

^* Filed herewith.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NUVEEN PREFERRED AND INCOME 2022 TERM FUND

/s/ Mark L. Winget

Mark L. Winget

Vice President and Secretary

February 24, 2022

EXHIBIT INDEX

EXHIBIT DESCRIPTION

(a)(5)(iv) Press Release dated February 24, 2022.

EX-99.A.5.IV

Ex-(a)(5)(iv)

Nuveen Preferred and Income 2022 Term Fund Announces Final Results of Tender Offer and Increase in Distribution Rate

NEW YORK, February 24, 2022 – Nuveen Preferred and Income 2022 Term Fund (NYSE: JPT) announced the final results of a tender offer as well as an increase in its regular monthly distribution.

As previously announced, the fund conducted a tender offer allowing shareholders to offer up to 100% of their common shares for repurchase for cash at a price per share equal to 100% of the net asset value per share determined on the date the tender offer expired. The tender offer expired on February 17, 2022 at 5:00 p.m. Eastern time.

In the tender offer, 2,454,617 common shares were tendered, representing approximately 36% of the fund’s common shares outstanding. Properly tendered shares will be repurchased as promptly as practicable at $23.2613 per share, which was the NAV of the fund as of the close of ordinary trading on the New York Stock Exchange on the expiration date, February 17, 2022. Shareholders of the fund who have questions regarding the tender offer should contact Georgeson, LLC, the information agent for the fund’s tender offer, at (888) 658-5755.

As a result of the successful completion of the tender offer, the restructuring of the fund described in the fund’s proxy statement dated October 20, 2021 and in the offer to purchase relating to the tender offer will be implemented. In particular:

• The fund’s declaration of trust will be amended effective February 28, 2022 to eliminate the term structure of the fund. The amendment of the fund’s declaration of trust to eliminate the term structure was previously approved by the fund’s shareholders at a special meeting held on December 17, 2021, as adjourned to January 19, 2022.

• The fund’s investment policies have been amended to permit investment in contingent capital securities (“CoCos”).

• The fund’s use of leverage is expected to increase from current levels.

• The fund’s name will change to “Nuveen Preferred and Income Fund” effective February 28, 2022 (the fund’s common shares will continue to trade on the New York Stock Exchange under the ticker JPT).

• Nuveen Fund Advisors, LLC, the investment adviser to the fund, will waive 50% of the fund’s net management fees beginning February 28, 2022 and continuing over the first year following elimination of the term structure.

In addition, the Board of Trustees of the fund has approved an increase in the fund’s monthly distribution rate as outlined below. The following dates apply to today’s monthly distribution declaration for the fund:

Record Date	March 15, 2022
Ex-Dividend Date	March 14, 2022
Payable Date	April 1, 2022

			Monthly Distribution Per Share
			Amount	Change From
				Previous	Percentage
Ticker	Exchange	Fund Name		Month	Increase
JPT	NYSE	Nuveen Preferred and Income 2022 Term Fund	$0.1350	$0.0165	13.9%

The fund intends to distribute all or substantially all of its net investment income through its monthly distributions. However, there is no guarantee that the fund will maintain monthly distributions at any particular rate. For further information regarding fund distributions, including earnings, undistributed net investment income, and notices, please visit www.nuveen.com/cef.

Nuveen is a leading sponsor of closed-end funds (CEFs) with $66 billion of assets under management across 58 CEFs as of 31 December 2021. The funds offer exposure to a broad range of asset classes and are designed for income-focused investors seeking regular distributions. Nuveen has more than 30 years of experience managing CEFs.

For more information, please visit Nuveen’s CEF homepage www.nuveen.com/closed-end-funds or contact:

Financial Professionals:

800-752-8700

Investors:

800-257-8787

Media:

media-inquiries@nuveen.com

About Nuveen

Nuveen, the investment manager of TIAA, offers a comprehensive range of outcome-focused investment solutions designed to secure the long-term financial goals of institutional and individual investors. Nuveen has $1.3 trillion in assets under management as of 31 Dec 2021 and operations in 27 countries. Its investment specialists offer deep expertise across a comprehensive range of traditional and alternative investments through a wide array of vehicles and customized strategies. For more information, please visit www.nuveen.com.

Nuveen Securities, LLC, member FINRA and SIPC.

The information contained on the Nuveen website is not a part of this press release.

FORWARD-LOOKING STATEMENTS

Certain statements made in this release are forward-looking statements. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements due to numerous factors. These include, but are not limited to:

• market developments;

• legal and regulatory developments; and

• other additional risks and uncertainties.

You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Nuveen and the closed-end funds managed by Nuveen and its affiliates undertake no responsibility to update publicly or revise any forward-looking statements.

The annual and semi-annual reports and other regulatory filings of Nuveen closed-end funds with the Securities and Exchange Commission (“SEC”) are accessible on the SEC’s web site at www.sec.gov and on Nuveen’s web site at www.nuveen.com/cef and may discuss the above-mentioned or other factors that affect Nuveen closed-end funds.

EPS-2043147PR-E0222X

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