Page 5 of 10 – SEC Filing
This Amendment No. 7 (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, Amendment No. 2 filed on March 29, 2017, Amendment No. 3 filed on May 9, 2017,
Amendment No. 4 filed on June 29, 2017, Amendment No. 5 filed on November 15, 2017 and Amendment No. 6 filed
on January 10, 2018 (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 directly held Class A Shares, (ii) TPG VI TM 2016-I, L.P., a Delaware limited partnership (“TPG TM 2016-I”),
which directly held Class A Shares, (iii) TPG VI TM 2016-II, L.P. a Delaware limited partnership (“TPG TM 2016-II”),
which directly held Class A Shares, (iv) TPG VI TM 2016-III, L.P. a Delaware limited partnership (“TPG TM 2016-III”),
which directly held 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 directly held 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 II, L.P., a Cayman Islands limited partnership (“TPG TMM Holdings”),
which directly held common partnership units (the “New TMM Units”) of TMM Holdings II Limited Partnership (“New
TMM”) and 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 had the right to 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 have been deemed to have beneficially owned 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 have been deemed to have beneficially owned
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:
“Second January 2018 Sale
of New TMM Units and Class B Shares
On January 11, 2018, in connection
with a public offering by the Issuer of Class A Shares (i) TPG TMM Holdings obtained a release from the January 2018 Lock-Up
Agreement, (ii) TPG TMM Holdings entered into a Purchase Agreement (the “Second January 2018 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, 8,853,462 New TMM Units (along with an equal number of Class B Shares) at a price of $27.14 per New TMM Unit/Class B Share
(the “Second
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