Page 5 of 10 – SEC Filing
This Amendment No. 2 (the “Amendment”)
amends and supplements the Schedule 13D filed by the Reporting Persons on February 17, 2016, as amended and supplemented by Amendment
No. 1 filed on February 8, 2017 (as so amended, the “Original Schedule 13D” and, as amended and supplemented
by this Amendment, the “Schedule 13D”) with respect to the Class A Shares. Capitalized terms used in this Amendment
and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2. Identity and Background.
This Amendment amends and restates the
second and third paragraphs of Item 2 of the Original Schedule 13D in their entirety as set forth below:
“Group Advisors is the sole member
of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings
(SBS), L.P., a Delaware limited partnership, which is the sole shareholder of TPG Holdings III-A, Inc., a Cayman Islands corporation,
which is the general partner of TPG Holdings III-A, L.P., a Cayman Islands limited partnership, which is the general partner of
TPG Holdings III, L.P., a Delaware limited partnership, which is the sole shareholder of TPG GenPar VI AIV TM Advisors, Inc., a
Cayman Islands corporation, which is the general partner of TPG GenPar VI AIV TM, L.P., a Cayman Islands limited partnership, which
is the general partner of each of (i) TPG VI TM TE 2016, L.P., a Delaware limited partnership (“TPG TM TE 2016”),
which holds 77,171 Class A Shares, (ii) TPG VI TM 2016-I, L.P., a Delaware limited partnership (“TPG TM 2016-I”),
which holds 83,205 Class A Shares, (iii) TPG VI TM 2016-II, L.P. a Delaware limited partnership (“TPG TM 2016-II”),
which holds 1,228,607 Class A Shares, (iv) TPG VI TM 2016-III, L.P. a Delaware limited partnership (“TPG TM 2016-III”),
which holds 38,755 Class A Shares, (v) TPG VI TM 2016-IV, L.P. a Delaware limited partnership (“TPG TM 2016-IV”
and, together with TPG TM TE 2016, TPG TM 2016-I, TPG TM 2016-II and TPG TM 2016-III, the “TPG Class A Funds”),
which holds 71,994 Class A Shares, and (vi) TPG TM IV-A, L.P., a Cayman Islands limited partnership, which is the sole member
of TPG TM IV, SRL, a Barbados society with restricted liability, which is the sole member of TPG TM III-2, SRL, a Barbados society
with restricted liability, which is the sole shareholder of TPG TMM Holdings GP, ULC, a British Columbia unlimited liability company,
which is the general partner of the TPG TMM Holdings, L.P., a Cayman Islands limited partnership (“TPG TMM Holdings”),
which holds 33,147,848 common partnership units (the “New TMM Units”) of TMM Holdings II Limited Partnership
(“New TMM”) and 33,147,848 shares of Class B common stock (the “Class B Shares”) of the Issuer.
Pursuant to the terms of the Exchange Agreement (as described below), TPG TMM Holdings may exchange all or a portion of its New
TMM Units (along with a corresponding number of Class B Shares) at any time for Class A Shares on a one-for-one basis.
Because of the relationship of Group
Advisors to the TPG Class A Funds and TPG TMM Holdings, Group Advisors may be deemed to beneficially own the securities reported
herein. Messrs. Bonderman and Coulter are sole shareholders of Group Advisors. Because of the relationship of Messrs. Bonderman
and Coulter to Group Advisors, each of Messrs. Bonderman and Coulter may be deemed to beneficially own the securities reported
herein. Messrs. Bonderman and Coulter disclaim beneficial ownership of the securities reported herein except to the extent of their
pecuniary interest therein.”
Item 4. Purpose of Transaction.
This Amendment amends and restates the
final three paragraphs of Item 4 of the Original Schedule 13D in their entirety as set forth below:
“March 2017 Sale of New
TMM Units and Class B Shares
On March 22, 2017, in connection with
a public offering by the Issuer of Class A Shares (the “March 2017 Offering”), TPG TMM Holdings entered into
a Purchase Agreement (the “March 2017 Purchase Agreement”) with the Issuer pursuant to which the Issuer agreed
to purchase from TPG TMM Holdings, and TPG TMM Holdings agreed to sell to the Issuer, 5,000,000 New TMM Units (along with an equal
number of Class B Shares) at a price of $20.78 per New TMM Unit/Class B Share (the “March 2017 Sale”). The March
2017 Sale closed on March 27, 2017. To enable the March 2017 Sale, TPG TMM Holdings received a waiver from the January 2017 Lock-Up
Agreement.
