Page 6 of 10 – SEC Filing
In connection with the March 2017 Offering,
TPG TMM Holdings entered into a lock-up agreement (the “March 2017 Lock-Up Agreement”) pursuant to which it
agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any
transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition
or effective economic disposition due to cash settlement or otherwise) by TPG TMM Holdings or any controlled affiliate), directly
or indirectly, any Class A Shares or any securities convertible into, or exercisable or exchangeable for such Class A Shares, including
any New TMM Units or any Class B Shares, or publicly announce an intention to effect any such transaction, for a 60-day period
from March 22, 2017.
Other than as described above, none of
the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the
persons listed in Schedule I hereto, currently has any plans or proposals that relate to, or would result in, any of the matters
listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or
reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of
these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the
operations, management or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions
may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein,
including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the
Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing
the present board of directors or management of the Issuer, including changing the number or term of directors or filling any existing
vacancies on the board of directors of the Issuer; materially changing the present capitalization or dividend policy of the Issuer;
materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation,
bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by
any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities
of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as
amended; and taking any action similar to any of those enumerated above.
References to and descriptions of the
New TMM LPA, Exchange Agreement, Stockholders Agreement, Amendment, Registration Rights Agreement, Governance Agreements, January
2017 Purchase Agreement, January 2017 Lock-Up Agreement, March 2017 Purchase Agreement and March 2017 Lock-Up Agreement set forth
above are not intended to be complete and are qualified, respectively, in their entirety by reference to the full text of the New
TMM LPA, Exchange Agreement, Stockholders Agreement, Amendment, Registration Rights Agreement, Governance Agreements, January 2017
Purchase Agreement, January 2017 Lock-Up Agreement, March 2017 Purchase Agreement and March 2017 Lock-Up Agreement, which are filed
as exhibits hereto and are incorporated by reference herein.”
Item 5. Interest in Securities of the Issuer.
This Amendment amends and restates the
second and third paragraphs of Item 5 of the Original Schedule 13D in their entirety as set forth below:
“(a)-(b) The following sentence
assumes that there is a total of 85,212,270 Class A Shares outstanding, which is the sum of (i) the 52,064,422 Class A Shares
outstanding as of the completion of the March 2017 Offering, as reported in the Issuer’s prospectus supplement filed with
the Commission on March 24, 2017, and (ii) the 33,147,848 Class A Shares issuable to TPG TMM Holdings upon the exchange of
33,147,848 New TMM Units and 33,147,848 Class B Shares. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed
to beneficially own 34,647,580 Class A Shares, which constitutes approximately 40.7% of the outstanding Class A Shares.
Because of the relationship between TPG
TMM Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3
under the Act, to beneficially own 67,795,427 Class A Shares, which represents the (i) Class A Shares held by the TPG Class
A Funds and (ii) number of Class A Shares that would be received in the aggregate by TPG TMM Holdings and the Holders upon
exchange
