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January 2018 Sale”), (iii) TPG TMM Holdings entered into a Purchase Agreement (the “Second
January 2018 Repurchase 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, 1,875,000 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 January 2018 Repurchase”) and (iv) the TPG
Class A Funds entered into an underwriting agreement (the “January 2018 Underwriting Agreement”) with the Issuer
and Citigroup Global Markets Inc., as representative of the underwriters named therein, pursuant to which the TPG Class A Funds
agreed to sell an aggregate of 1,499,732 Class A Shares at a price of $27.14 per Class A Share (the “January 2018 Registered
Offering”). Each of the Second January 2018 Sale, the Second January 2018 Repurchase and the January 2018 Registered
Offering closed on January 17, 2018.
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, March 2017 Lock-Up Agreement, May 2017
Purchase Agreement, May 2017 Lock-Up Agreement, June 2017 Purchase Agreement, June 2017 Lock-Up Agreement, November 2017 Purchase
Agreement, November 2017 Lock-Up Agreement, January 2018 Purchase Agreement, January 2018 Repurchase Agreement, January 2018 Lock-Up
Agreement, Second January 2018 Purchase Agreement, Second January 2018 Repurchase Agreement and January 2018 Underwriting 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, March 2017 Lock-Up Agreement, May
2017 Purchase Agreement, form of May 2017 Lock-Up Agreement, June 2017 Purchase Agreement, form of June 2017 Lock-Up Agreement,
November 2017 Purchase Agreement, form of November 2017 Lock-Up Agreement, January 2018 Purchase Agreement, January 2018 Repurchase
Agreement, form of January 2018 Lock-Up Agreement, Second January 2018 Purchase Agreement, Second January 2018 Repurchase Agreement
and January 2018 Underwriting 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) As a result of the Second
January 2018 Sale, the Second January 2018 Repurchase and the January 2018 Registered Offering, the Reporting Persons no longer
beneficially own any Class A Shares.”
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