| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Taylor Morrison Home Corporation
(Name of Issuer)
Class A common stock, $0.00001 par value
(Title of Class of Securities)
87724P106
(CUSIP Number)
Michael LaGatta
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
(817) 871-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 27, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
____________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 87724P106 | SCHEDULE 13D | Page 2 of 10 Pages |
| 1 |
NAMES OF REPORTING PERSONS TPG Group Holdings (SBS) Advisors, Inc. | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER - 0 - |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 34,647,580 (See Items 3, 4 and 5)* |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER - 0 - |
| WITH | 10 |
SHARED DISPOSITIVE POWER 34,647,580 (See Items 3, 4 and 5)* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,647,580 (See Items 3, 4 and 5)* | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.7% (See Item 5)** | |
| 14 |
TYPE OF REPORTING PERSON CO | |
| * | Reflects (i) 1,499,732 Class A Shares (as defined below) held by the TPG Class A Funds (as defined below) and (ii) 33,147,848 Class A Shares issuable to TPG TMM Holdings (as defined below) upon the exchange of 33,147,848 New TMM Units (as defined below) and 33,147,848 Class B Shares (as defined below). |
| ** | The calculation 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 defined below), as reported in the Issuer’s (as defined below) prospectus supplement filed with the Securities and Exchange Commission (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. |
CUSIP No. 87724P106 |
SCHEDULE 13D | Page 3 of 10 Pages |
| 1 |
NAMES OF REPORTING PERSONS David Bonderman | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER -0- | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 34,647,580 (See Items 3, 4 and 5)* | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER -0- | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 34,647,580 (See Items 3, 4 and 5)* | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,647,580 (See Items 3, 4 and 5)* | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.7% (See Item 5)** | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| * | Reflects (i) 1,499,732 Class A Shares held by the TPG Class A Funds and (ii) 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. |
| ** | The calculation 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. |
| CUSIP No. 87724P106 | SCHEDULE 13D | Page 4 of 10 Pages |
.
| 1 | NAMES OF REPORTING PERSONS James G. Coulter | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS (see instructions) OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
| NUMBER OF SHARES | 7 |
SOLE VOTING POWER -0- | |
| BENEFICIALLY OWNED BY | 8 |
SHARED VOTING POWER 34,647,580 (See Items 3, 4 and 5)* | |
| EACH REPORTING PERSON | 9 |
SOLE DISPOSITIVE POWER -0- | |
| WITH | 10 |
SHARED DISPOSITIVE POWER 34,647,580 (See Items 3, 4 and 5)* | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,647,580 (See Items 3, 4 and 5)** | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.7% (See Item 5)** | ||
| 14 |
TYPE OF REPORTING PERSON IN | ||
| * | Reflects (i) 1,499,732 Class A Shares held by the TPG Class A Funds and (ii) 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. |
| ** | The calculation 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. |
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.
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
of all of the Class B Shares and New TMM Units held by TPG TMM Holdings and the Holders. 67,795,427 Class A Shares represents 57.3% of the total number of outstanding Class A Shares (assuming that there is a total of 118,360,117 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) 66,295,695 Class A Shares that are issuable in exchange for the 66,295,695 Class B Shares and corresponding New TMM Units held in the aggregate by TPG TMM Holdings and the Holders).”
Item 7. Material to be Filed as Exhibits.
This Amendment amends and supplements Item 7 of the Original Schedule 13D by adding the following:
“11. Purchase Agreement, dated as of March 22, 2017, by and between the Issuer and the other parties named therein (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on March 27, 2017).
| 12. | Lock-Up Agreement, dated March 22, 2017, by and between TPG TMM Holdings II, L.P. and Credit Suisse Securities (USA) LLC, as representative of the several underwriters.” |
SIGNATURE
After reasonable 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.
Dated: March 29, 2017
TPG Group Holdings (SBS) Advisors, Inc.
By: /s/ Michael LaGatta
Name: Michael LaGatta
Title: Vice President
David Bonderman
By: /s/ Clive Bode
Name: Clive Bode, on behalf of David Bonderman (1)
James G. Coulter
By: /s/ Clive Bode
Name: Clive Bode, on behalf of James G. Coulter (2)
(1) Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).
(2) Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).
SCHEDULE I
All addresses are c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
| Name | Title | |
| David Bonderman | President | |
| James G. Coulter | Senior Vice President | |
| Jon Winkelried | Senior Vice President | |
| Clive Bode | Vice President and Secretary | |
| Ken Murphy | Vice President and Director | |
| Michael LaGatta | Vice President and Director | |
| Joann Harris | Chief Compliance Officer | |
| Steven A. Willmann | Treasurer | |
| Martin Davidson | Chief Accounting Officer |
INDEX TO EXHIBITS
Taylor Morrison Home Corporation
Public Offering of Class A Common Stock
March 22, 2017
CREDIT SUISSE SECURITIES (USA) LLC
as Representative of the several Underwriters,
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010
Ladies and Gentlemen:
This letter agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Taylor Morrison Home Corporation, a Delaware corporation (the “Company”), TMM Holdings II Limited Partnership, a limited partnership organized under the laws of the Cayman Islands, and you as representative of a group of Underwriters named therein relating to an underwritten public offering of Class A common stock (the “Class A Common Stock”) of the Company (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Credit Suisse Securities (USA) LLC (on behalf of the Underwriters), 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 the undersigned or any controlled affiliate of the undersigned), directly or indirectly, including by causing the Company to file a registration statement with the Securities and Exchange Commission (the “SEC”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any shares of Class A Common Stock of the Company or any securities convertible into, or exercisable or exchangeable for such Class A Common Stock, including any limited partnership interests of TMM Holdings II Limited Partnership or any shares of Class B common stock of the Company (collectively, the “Lock-Up Securities”), or publicly announce an intention to effect any such transaction, for a period from the date hereof until the date that is 60 days after the date of the Underwriting Agreement (the “Lock-Up Period”), in each case other than with respect to (i) sales of Lock-Up Securities by the undersigned pursuant to the Underwriting Agreement, (ii) sales of Lock-Up Securities to the Company to be purchased with the proceeds of the Offering as described in the prospectus relating to the Offering, (iii) the establishment and/or increase of a put equivalent position with the Company with respect to, and the related transfers of, Lock-Up Securities to the Company for cash received in the Offering to the extent described in the prospectus relating to the
Offering, (iv) distributions of Lock-Up Securities to limited or general partners, members, stockholders or to direct or indirect affiliates of the undersigned, including funds or other entities under common control or management with the undersigned; provided that such distributions shall not involve a disposition for value, (v) transfers of Lock-Up Securities to any immediate family member, any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or any of their successors upon death or any partnership or limited liability company the partners or members of which consist of the undersigned and one or more members of the undersigned’s immediately family (for purposes hereof, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); provided that such transfers shall not involve a disposition for value, (vi) transfers of Lock-Up Securities to any beneficiary of the undersigned pursuant to a will, other testamentary document or applicable laws of descent, (vii) transfers of Lock-Up Securities as bona fide gifts, (viii) transfers of Lock-Up Securities pursuant to any Rule 10b5-1 trading plan established prior to the date hereof and (ix) transfers of Lock-Up Securities to the Company for the primary purposes of satisfying any tax or other governmental withholding obligation with respect to Lock-Up Securities issued upon the exercise of an option or warrant (or upon the exchange of another security or securities), or issued under an employee equity or benefit plan; provided that, in each case, (a) such transfers are not required to be reported in any public report or filing with the SEC or otherwise (including any filing on Form 4 under Section 16(a) of the Securities and Exchange Act of 1934) (other than, (A) any such filings made on Form 4 solely in connection with transfers described in clauses (ii) and (iii) or (B) with respect to transfers described in clause (ix), such filings made on Form 4 under transaction code “F”) and (b) the undersigned does not otherwise voluntarily effect any public filing regarding such transfers, in each case during the Lock-Up Period; provided further that in the case of a transfer, pledge or distribution pursuant to clause (iv), (v), (vi) or (vii) each transferee, pledgee or distributee (if not already party to a lock-up agreement similar to this letter agreement) shall execute and deliver to Credit Suisse Securities (USA) LLC a lock-up agreement in the form of this letter agreement whereby such transferee, pledgee or distribute agrees in writing to be bound by the same restrictions in place for the undersigned pursuant to this letter agreement for the duration that such restrictions remain in effect at the time of transfer. This letter agreement shall not apply to any sale or other transfer by the undersigned of shares of Class A Common Stock acquired by the undersigned in open market purchases following the consummation of the Offering so long as (a) such sales or transfers are not required to be reported in any public report or filing with the SEC or otherwise and (b) the undersigned does not otherwise voluntarily effect any public filing regarding such sales or transfers, in each case during the Lock-Up Period.
Nothing in this letter agreement shall prohibit any party hereto from converting or exchanging any Lock-Up Securities of the Company (including shares of Class B Common Stock) and/or equity interests of TMM Holdings II Limited Partnership held by it into equity securities of the Company, which equity securities shall be subject to the terms of this letter agreement.
In addition, nothing in this letter agreement shall prohibit the undersigned from establishing a Rule 10b5-1 trading plan during the Lock-Up Period; provided that (a) no transactions thereunder are made until after the expiration of the Lock-Up Period and (b) no public disclosure of such plan shall be required or voluntarily made until after the expiration of the Lock-Up Period.
Notwithstanding any other provision contained herein, the undersigned shall be permitted to make transfers, sales, tenders or other dispositions of Lock-Up Securities to a bona fide third party pursuant to a tender offer for securities of the Company or any other transaction, including, without limitation, a merger, consolidation or other business combination, involving a change of control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Lock-Up Securities in connection with any such transaction, or vote any Lock-Up Securities in favor of any such transaction); provided, that all Lock-Up Securities subject to this letter agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to this letter agreement; and provided, further, that it shall be a condition of transfer, sale, tender or other disposition that if such tender offer or other transaction is not completed, any Lock-Up Securities subject to this letter agreement shall remain subject to the restrictions herein.
In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.
If (i) for any reason the Underwriting Agreement shall be terminated prior to the Closing Date, (ii) you receive written notification from the Company, prior to the execution of the Underwriting Agreement, that it does not intend to proceed with the Offering, (iii) the Company files an application with the SEC to withdraw the registration statement relating to the Offering or (iv) the Offering is not completed by April 30, 2017, the agreement set forth above shall likewise be terminated.
This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of NewYork.
| Very truly yours, |
| TPG TMM Holdings II, L.P. |
| By: TPG TMM Holdings II GP, ULC, its general partner |
|
By: /s/ Michael LaGatta
|
[Signature page to lock-up letter agreement]