PJT Partnerss2.q4cdn.com/989764468/files/doc_presentations/2016/sept/PJT... · PJT Partners JMP FINANCIAL SERVICES AND REAL ESTATE CONFERENCE September 27, 2016

PJT Partners JMP FINANCIAL SERVICES AND REAL ESTATE CONFERENCE

September 27, 2016

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Notices and Disclaimers Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include certain information concerning future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, benefits resulting from the separation of PJT Partners from The Blackstone Group L.P. (“Blackstone”), the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions. Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in such forward-looking statements. You should not put undue reliance on any forward-looking statements contained herein. PJT Partners undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. The risk factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2015, as well as the other filings made by PJT Partners with the Securities and Exchange Commission, could cause the results of PJT Partners to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that PJT Partners is unable to predict at this time or that are not currently expected to have a material adverse effect on its business. Any such risks could cause the results of PJT Partners to differ materially from those expressed in forward-looking statements. Non-GAAP Financial Measures This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”) in the statements of operations, financial condition or statements of cash flow of the company. These measures should not be considered substitutes for, or superior to, financial measures prepared in accordance with GAAP. Management believes the following non-GAAP measures, when presented together with comparable GAAP measures, are useful to investors in understanding the Company’s operating results: Adjusted Pretax Income; Adjusted Net Income; Adjusted Net Income, If-Converted, in total and on a per-share basis; Adjusted Compensation and Benefits Expense and Adjusted Non-Compensation Expense. These non-GAAP measures, presented and discussed in this presentation, remove the significant accounting impact of (a) transaction-related equity-based compensation expense, including expense related to Partnership Units with both time-based vesting and market conditions as well as equity-based retention awards granted in connection with the spin-off, (b) severance incurred in connection with the spin-off (for periods through the third quarter of 2015), and (c) intangible asset amortization associated with Blackstone’s initial public offering (“IPO”) and the acquisition of PJT Capital LP. Reconciliations of the non-GAAP measures to their most directly comparable GAAP measures and further detail regarding the adjustments are provided on pages 23 and 28-29 of this presentation. For additional information about our non-GAAP financial measures, see our filings with the Securities and Exchange Commission. Disclaimers This document is “as is” and is based, in part, on information obtained from other sources. Our use of such information does not imply that we have independently verified or necessarily agree with any of such information, and we have assumed and relied upon the accuracy and completeness of such information for purposes of this document. Neither we nor any of our affiliates or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and expressly disclaim any and all liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information or any errors or omissions therein. Any views or terms contained herein are preliminary, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are subject to change. We undertake no obligations or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. This document does not constitute an offer to sell or the solicitation of an offer to buy any security, nor does it constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and does not constitute legal, regulatory, accounting or tax advice to the recipient. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report nor should it be construed as such. Presentation of Information All facts, metrics and other information provided herein are presented as of June 30, 2016 unless otherwise stated.

Copyright © 2016, PJT Partners Inc. (and its affiliates, as applicable).

A Start-Up with Instant Scale

Note: As of 9/15/16.

8 offices Headquartered in New York, NY

50 partners

39 Americas, 11 Europe

411 employees

293 Americas, 107 Europe, 11 Asia-Pacific

20+ years Average partner experience

October 1, 2015 Merger and Spin-off; NYSE listing

30 years

Proven track record with start-up feel

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One Firm…Three Business Lines

Private Equity

Hedge Fund

Real Estate

Secondaries

Private Capital

Markets

Capital Markets Advisory

M&A

Out- of-Court

In-Court

Creditor

Note: Headcount Data as of 9/15/16. (1) As of 6/30/16. (2) Represents total liabilities restructured by professionals based in New York and London. Certain transactions were previously attributed to the advisory business. (3) Thomson Reuters 1st Half 2016. (4) 2016 Preqin Global Private Equity & Venture Capital Report. 4

84 Professionals based in New York,

Chicago, Hong Kong, London, San Francisco and Sydney

20+ Average years of experience

across 14 partners

77 Professionals based in New York

and London


across 13 partners

~480 Distressed advisory situations(1)

~$1.8 trillion Total liabilities

restructured(1) (2)

#1 US Completed Restructuring(3)

125 Professionals worldwide

5 Offices


across 20 partners

100% Former Group Heads /

Senior Management positions

3,000+ Investor relationships

$280 billion+ Raised by Park Hill

clients since inception, representing 225 primary funds(1)

#1 Placement Agent(4)

Client relationships

Collaboration

Premier Destination for Best-in-Class Talent

WHAT WE OFFER WHAT WE VALUE

Alpha players with:

Content

Character

5

Surrounded by leading talent

Difference-making opportunities

A premier franchise

Long-term value creation

6

Selected Clients Since Spin

(1) Thomson Reuters 10/1/15-9/21/16. (2) Internal data as of 6/30/16, 7/1/15-6/30/16.

Strategic Advisory – 53 transactions announced(1)

Restructuring – $46 billion total liabilities restructured(1)

Park Hill – $21 billion of capital raised by PHG clients, representing 53 primary funds(2)

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Park Hill:

The Leading Intermediary in the Alternative Asset Space

Park Hill: Leading Market Position in Each of the Principal Alternative Asset Categories

8

Private Equity Hedge Fund Real Estate Secondary Advisory

> Buyouts

> Sector Specific

> Energy

> Distressed

> Special Situations

> Credit-Direct Lending

> Infrastructure

> Long/Short Equity

> Global Macro

> Event-Driven

> Structured Finance

> Commodities

> Credit

> Multi-strats

> Opportunistic & Value-Add

> Sector & Regional Operator Strategies

> Core/Core+ (Closed & Open-End)

> Debt

> JV Programs

> Direct Recaps

> LP Fund Portfolios

> Fund Recaps

> Securitizations

9

Park Hill: Leading Market Share and Brand Recognition

Scale enables specialization

SPECIALIST MODEL

CONSISTENT PROCESS

GLOBAL REACH

Leading position in each vertical allows cross collaboration

New cross vertical opportunities

UNRIVALED SCALE

FREQUENT MANAGER IDENTIFICATION

10

Park Hill: Growth Opportunities

Benefit from PJT Advisory Alignment

> Leveraging investor relationships across Advisory and Park Hill

> Portfolio monetization opportunities

> Bespoke investment opportunities

> Enhanced real estate capabilities/collaboration

Build Out Existing Capabilities/Execute on

Core Strengths

> Continued GP recapitalization and securitization opportunities

> Increased market share resulting from specialist model

> Expanded breadth of opportunities across all four verticals

11

Restructuring & Special Situations:

Market Leadership in Advising Companies and Creditors in Distressed Transactions

Completed Restructurings in more than 30 Countries

OUT-OF-COURT ASSIGNMENTS IN-COURT ASSIGNMENTS CREDITOR ASSIGNMENTS

Restructuring & Special Situations: Global Reach and Unmatched Expertise

B T A BANK

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Caesars Entertainment

Foxwoods Casino

Mohegan Tribal Gaming

Arch Coal

New World Resources

Walter Energy

Dow Corning

Specialty Products Holding

W.R. Grace & Co.

CEDC

Eastman Kodak

Hostess Brands

Dynegy

Edison Mission Energy

Energy Future Holdings

Ambac Financial Group

MBIA re: Bank of America

Northern Rock

Cengage Learning

Houghton Mifflin

GateHouse Media

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Restructuring & Special Situations: Significant Industry Expertise and Experience in Key Sectors

Gaming

Chemicals Coal Communications

Consumer Products Energy & Power Financial Services

Healthcare Leisure Manufacturing Media

Municipal Oil & Gas Publishing Real Estate

Retail Shipping Sovereign Transportation

Clearwire

Lightsquared

Oi

Angiotech Pharmaceuticals

Four Seasons Healthcare

M*Modal

Indianapolis Downs

Los Angeles Dodgers

Travelport

Covalent Materials

Essar Steel Algoma

NewPage

CSN Houston

Relativity Media

Tribune Company

Detroit

Jefferson County

Puerto Rico

Energy XXI

Halcón Resources

Samson Resources

Homex

Kerzner International

IVG Immobilien

Barneys New York

BCBG Max Azria Group

J.C. Penney

Genco Shipping & Trading

ZIM Integrated Shipping

Nautilus Holdings

Dubai World

Greece

Iceland

Delta Air Lines

GOL

Kenya Airways

Ford Motor Company

General Motors

Goodyear Tire & Rubber

Automotive

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Restructuring & Special Situations: Growth Opportunities

Stronger M&A/Capital Markets Advisory Presence

> Enhanced M&A capabilities and industry expertise complement the skillset and business dynamics of Restructuring

‒ Ability to leverage strong industry expertise and relationships and deep market insights

‒ M&A and Capital Markets Advisory leadership provide differentiation vis-à-vis competitors

> Advisory relationships facilitate earlier client introductions

Expanded Sponsor Opportunities

> Increases opportunities to expand PE relationships

‒ Sponsor owned businesses represent recurring revenue stream

‒ Eliminates reluctance to do business with a competitor

‒ Eliminates concerns about the optics of hiring Blackstone to assist with troubled investments

Unencumbered

> Eliminates conflicts with Blackstone’s significant presence within credit, real estate and private equity investing

‒ Passed on numerous substantial assignments due to conflicts

> Creates opportunity to transform Blackstone/GSO relationships into a more traditional client/advisor relationship

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Strategic Advisory:

Big Firm Capabilities with Small Firm Feel

Strategic Advisory: Breadth of Services & Capabilities

Providing independent M&A and capital markets advisory services to corporate clients and raising capital from the private and public capital markets

Overview

> Serve as advisor to companies, management teams, boards of directors and sponsors regarding the timing, structuring and process of raising equity and debt capital in the private or public markets.

Scope of services includes:

> Capital structure advisory

> Capital markets support to M&A Advisory and Restructuring

> Capital structure optimization

> Debt execution assistance

> Covenant review and assessment

> Pre-IPO advisory

> IPO advisory

Overview

> Serve as placement agent to companies looking to raise private equity, equity-linked or debt capital, including helping the company prepare to approach the capital markets, managing all aspects of contact with potential investors, and structuring and negotiating the transaction.


> Pre-IPO private capital raises

> Founder/sponsor secondary monetization

> Minority/structured equity raises

> Joint ventures/capital formation

> Dual-track M&A and private placement

> Acquisition-related PIPEs

> Sponsor-style/negotiated PIPEs

Private Capital Markets

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Providing M&A and capital markets advisory services to corporate clients and raising capital from the private and public capital markets

Capital Markets Advisory M&A

Overview

> Serve as advisor to companies, management teams, boards of directors and sponsors on strategic acquisitions, divestitures, and combinations. Provide customized M&A and corporate finance solutions with dedicated Structured Products team.


> Mergers & acquisitions

> Joint ventures

> Divestitures

> Takeover defenses

> Distressed sales

> Spin-offs

> Asset swaps

An Alpha Play on Advisory

> Continue to transform the Strategic Advisory business

> Commercial impact of difference makers

> Footprint expansion

> Enhanced win rate through collaboration with other businesses

> Share/influence of smaller, more focused firms continues to grow

> M&A an essential corporate tool; activity levels will remain robust

MACRO

Embedded Growth Favorable Long-Term Trends

+

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Early Signs of Progress Against Strategic Initiatives

Enhance collaboration among our three businesses to better

serve clients

> Multiple referrals made between businesses to date, a number of which have led to mandates

> Numerous joint mandates currently underway

Capitalize on our significantly expanded

addressable market

> Engaged in Strategic Advisory dialogues with Sponsors and Corporates that would not have occurred pre-spin

> Restructuring and Special Situations involved in significant projects that were previously denied due to conflicts

Significantly increase the breadth and depth of our

Advisory franchise

> 9 Strategic Advisory partners hired in 2015

> 2 Strategic Advisory partners and 5 managing directors hired in 1H16

> Advisory backlog continues to build with many new mandates and significant assignments

Premier destination for talent

> Continue to attract top talent at all levels

> Significant success on campus

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> Meaningful progress in client dialogues, new mandates, announced transactions and revenue backlog

> Pipeline continues to build for 2017

> Continue to see very high quality bankers to add to the platform

> Backlog biggest since financial crisis

> Active assignments at highest level since spin

> Significant number of transactions expected to close in the second half of 2016

> Energy / Commodities most active sector though mandates span across industries and geographies

> Pipeline continues to look strong across Private Equity, Hedge Fund and Real Estate verticals

> Recovery in the Secondary Advisory business has been strong and faster than expected with 5 new mandates won in the 45 days prior to our 2Q16 earnings release

> 2016 revenue from Secondary Advisory business may well be up year over year

Outlook

19

Park Hill

Strategic Advisory

Restructuring

> Strong momentum across all of our businesses

> Confident in the Firm’s growth prospect for 2016 and beyond

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Why PJT Partners

Differentiated growth strategy

> Market share rather than a market size story

‒ Firm built to grow in any market environment

‒ Generating growth from integrating three highly complementary businesses

‒ Alpha play on substantial Strategic Advisory buildout

Potential for operating leverage at scale

Management highly aligned with shareholders

1

2

3

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Financials

3 Months Ended 6/30, 6 Months Ended 6/30, Year Ended 12/31,

2016 2015 2016 2015 2015 2014 2013

Revenues

Advisory Fees $59.1 $46.6 $140.6 $105.3 $286.0 $271.3 $256.4Placement Fees 28.7 25.2 60.6 48.3 114.1 127.7 136.7Interest Income and Other 1.6 0.7 3.4 1.2 5.9 2.1 3.8

Total Revenues $89.3 $72.5 $204.6 $154.8 $405.9 $401.1 $397.0

Expenses

Compensation and Benefits $72.0 $60.1 $160.1 $139.8 $315.2 $317.5 $339.8

Occupancy and Related 6.6 8.8 13.0 14.0 32.7 25.6 21.7

Travel and Related 2.8 3.1 5.5 6.4 14.1 13.4 13.7

Professional Fees 6.7 3.0 10.2 5.5 19.8 10.8 12.3

Communications and Information Services 2.6 1.8 4.7 3.2 7.6 7.0 6.8

Depreciation and Amortization 4.0 1.5 7.9 3.0 14.9 7.8 8.8

Other Expenses 4.8 0.7 10.6 4.0 7.6 11.4 7.7

Total Expenses $99.5 $78.9 $212.1 $175.9 $411.9 $393.5 $410.8

Income (Loss) Before Provision for Taxes (10.3) (6.4) (7.5) (21.1) (5.9) 7.5 (13.8)

Provision (Benefit) for Taxes (5.5) 0.6 (4.2) 2.0 0.2 3.0 3.4

Net Income (Loss) ($4.7) ($7.0) ($3.3) ($23.1) ($6.2) $4.5 ($17.2)

Net Loss Attributable to Redeemable Non-Controlling

Interests($4.4) ($3.2) ($13.8)

Net Income (Loss) Attributable to PJT Partners Inc. ($0.3) ($0.1) $7.6

Net Loss Per Share of Class A Common Stock —

Basic and Diluted($0.02) ($0.00)

Weighted-Average Shares of Class A Common Stock

Outstanding — Basic and Diluted18.3 18.3

22

GAAP Statements of Operations

(Amounts in millions, except per share data)

Note: Totals may not add due to rounding.

3 Months Ended 6/30, 6 Months Ended 6/30,

2016 2015 2016 2015

GAAP Net Loss ($4.7) ($7.0) ($3.3) ($23.1)

Less: GAAP Provision (Benefit) for Taxes ($5.5) $0.6 ($4.2) $2.0

GAAP Pretax Loss ($10.3) ($6.4) ($7.5) ($21.1)

Adjustments to GAAP Pretax Loss

Transaction-Related Compensation Expense (1) $16.0 $11.4 $31.3 $23.3

Amortization of Intangible Assets (2) $2.8 $0.7 $5.6 $1.3

Adjusted Pretax I ncome $8.5 $5.7 $29.4 $3.5

Adjusted Taxes $1.9 $0.6 $6.5 $1.5

Adjusted Net I ncome $6.6 $5.0 $22.9 $2.1

I f-Converted Adjustments

Less: Adjusted Taxes (3) ($1.9) ($6.5)

Add: If-Converted Taxes (4) $3.3 $11.4

Adjusted Net I ncome, I f-Converted (5) $5.2 $18.0

GAAP Net Loss Per Share of Class A Common Stock - Basic and

Diluted($0.02) ($0.00)

GAAP Weighted-Average Shares of Class A Common

Stock Outstanding - Basic and Diluted18.3 18.3

Adjusted Net Income, If-Converted Per Share (6) $0.14 $0.49

Weighted-Average Shares Outstanding, If-Converted 36.8 36.8

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Reconciliations of GAAP to Non-GAAP Financial Data

ADJUSTED NET INCOME, IF-CONVERTED (Amounts in millions, except per share data)

Note: Totals may not add due to rounding. (1) An adjustment has been made for equity-based compensation charges associated with the vesting during the periods presented of awards granted in connection with the Blackstone IPO in 2007 and severance

incurred in connection with the spin-off (for periods through the third quarter of 2015). Additionally, for periods after October 1, 2015, the transaction-related equity-based compensation adjustment includes expense for Partnership Units with both time-based vesting and market conditions as well as equity-based retention awards granted in connection with the spin-off.

(2) This adjustment adds back to GAAP Pretax Loss amounts for the amortization of intangible assets which are associated with Blackstone's IPO and amortization related to intangible assets identified in connection with the acquisition of PJT Capital LP on October 1, 2015.

(3) Represents taxes on Adjusted Pretax Income, considering both current and deferred income tax effects for the current ownership structure. (4) Represents taxes on adjusted earnings if all Class A Partnership units of PJT Partners Holdings LP (excluding the unvested partnership units that have yet to satisfy market conditions) were exchanged for shares

of Class A common stock, resulting in all of the Company's income becoming subject to corporate-level tax, considering both current and deferred income tax effects. (5) Not applicable for periods prior to October 1, 2015. (6) Adjusted Net Income, If-Converted Per Share was $0.35 for the three months ended March 31, 2016.

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Historical Financials – Revenues

$105 $141

$50

$64 $155

$205

1H15 1H16

Note: Totals may not add due to rounding. (1) Includes interest income and other revenue.

$47 $59

$26 $30

$72 $89

2Q15 2Q16

$244 $256 $271 $286

$110

$141 $130

$120

$355

$397 $401 $406

2012 2013 2014 2015

Advisory Revenues Placement Revenues/Other(1)

$256 $271 $286

$141 $130

$120

$397 $401 $406

2013 2014 2015

($ in millions)

FY 2013-2015 1H15/1H16 2Q15/2Q16

(1)

$258

$226

$278

2013 2014 2015

$116 $129

1H15 1H16

$49 $56

2Q15 2Q16

25

Historical Financials – Adj. Compensation and Benefits Expense

1H15/1H16 2Q15/2Q16

Note: See page 28 of this presentation for a reconciliation of GAAP to non-GAAP financial data.

Adj. Comp. / Revenue

65% 56% 69% 75% 63% 67% 63%

($ in millions)

FY 2013-2015

$68 $73

$86

2013 2014 2015

$35

$46

1H15 1H16

$18 $25

2Q15 2Q16

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Historical Financials – Adjusted Non-Compensation Expense

FY 2013-2015 1H15/1H16 2Q15/2Q16

Note: See page 28 of this presentation for a reconciliation of GAAP to non-GAAP financial data. (1) 2015 Adjusted Non-Compensation Expense includes a number of costs relating to the merger & subsequent spin-off. (2) Non-Compensation Expense for the six months ended June 30, 2016 reflects Caspersen-related charges of approximately $6.8 million. (3) Non-Compensation Expense for the three months ended June 30, 2016 includes approximately $3.1 million in legal and other expenses directly related to the Caspersen matter.

Adj. Non-Comp. / Revenue

17% 18% 21% 23% 23% 25% 28% (3) (1) (2)

($ in millions)

$71

$101

$42

2013 2014 2015

$4

$29

1H15 1H16

$6 $9

2Q15 2Q16

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Historical Financials – Adjusted Pretax Income

FY 2013–2015 1H15/1H16 2Q15/2Q16

Note: See page 29 of this presentation for a reconciliation of GAAP to non-GAAP financial data.

Adj. Pretax Income Margin

18% 25% 10% 2% 14% 8% 10%

($ in millions)

NON-COMPENSATION EXPENSE ($ in millions)

COMPENSATION AND BENEFITS EXPENSE ($ in millions)


Note: Totals may not add due to rounding. (1) An adjustment has been made for equity-based compensation charges associated with the vesting during the periods presented of awards granted in connection with

the Blackstone IPO in 2007 and severance incurred in connection with the spin-off (for periods through the third quarter of 2015). Additionally, for periods after October 1, 2015, the transaction-related equity-based compensation adjustment includes expense for Partnership Units with both time-based vesting and market conditions as well as equity-based retention awards granted in connection with the spin-off.

(2) This adjustment adds back the amortization of intangible assets which are associated with Blackstone's IPO and amortization related to intangible assets identified in connection with the acquisition of PJT Capital LP on October 1, 2015. 28


2016 2015 2016 2015 2015 2014 2013

GAAP Compensation and Benefits Expense $72.0 $60.1 $160.1 $139.8 $315.2 $317.5 $339.8

Transaction-Related Adjustments(1) (16.0) (11.4) (31.3) (23.3) (36.9) (91.3) (82.0)

Adjusted Compensation and Benefits Expense $56.0 $48.7 $128.8 $116.4 $278.3 $226.2 $257.8


2016 2015 2016 2015 2015 2014 2013

GAAP Total Expenses $99.5 $78.9 $212.1 $175.9 $411.9 $393.5 $410.8

GAAP Compensation Expense (72.0) (60.1) (160.1) (139.8) (315.2) (317.5) (339.8)

Transaction-Related Adjustments(2) (2.8) (0.7) (5.6) (1.3) (10.9) (2.7) (2.7)

Adjusted Non-Compensation Expense $24.8 $18.1 $46.4 $34.8 $85.7 $73.4 $68.3

29


ADJUSTED PRETAX INCOME ($ in millions)

Note: Totals may not add due to rounding. (1) See Footnote 1 on previous page. (2) See Footnote 2 on previous page.


2016 2015 2016 2015 2015 2014 2013

Income (Loss) Before Provision for Taxes ($10.3) ($6.4) ($7.5) ($21.1) ($5.9) $7.5 ($13.8)

Transaction-Related Adjustments

Compensation and Benefits(1) 16.0 11.4 31.3 23.3 36.9 91.3 82.0

Non-Compensation(2) 2.8 0.7 5.6 1.3 10.9 2.7 2.7

Adjusted Pretax Income $8.5 $5.7 $29.4 $3.5 $41.9 $101.5 $70.8

Note: Totals may not add due to rounding. (1) Approximately 1% held by Blackstone employees who transferred to PJT. (2) As of June 30, 2016. Assumes all Partnership Units and unvested RSUs are fully converted to Class A Common Stock. Excluded from Fully Diluted Shares Outstanding are

6.5 million unvested Partnership Units in PJT Partners Holdings LP that have yet to satisfy market conditions. (3) Weighted-average for the three months ended June 30, 2016. Assumes all Partnership Units are fully converted and unvested RSUs are converted under the Treasury

Stock Method calculation to Class A Common Stock. 30

Share Count

17.2 0.8

10.1

5.9

5.8 39.836.8

0.0

10.0

20.0

30.0

40.0

Unrestricted

Class A

Common Shares

Restricted

Class A Common

Shares

Vested PJT

Holdings Held by

Blackstone

Unvested PJT

Holdings Held by

PJT Executives and

Partners

Unvested RSUs to

PJT Employees

Post Spin

Fully-Diluted

Shares

Outstanding

(If-Converted)

Wtd. Avg.

FD Shares

Outstanding

(Treasury Stock

Method)

October 2016 1 year 5.3mm Units Oct. 2017 – 20% Oct. 2018 – 30% Oct. 2019 – 50%

0.6mm Units Various through 2021

0.6mm Jan. 2017 – 100%

3.6mm Stay Incentives March 2018 – 100%

0.5mm March 2019 – 100%

1.1mm Various through 2021

Lock Up Term

No Restrictions

Class A Common Partnership Units Unvested Class A

Common

(1)

(3)

(2)

2.8

16.1

18.0

(shares in millions)

2Q16 Balance Sheet Highlights

> Debt-free

‒ Undrawn revolver of up to $80 million

> $103 million of cash and cash equivalents

> Net working capital of approximately $133 million

31

Documents

PJT Partnerss2.q4cdn.com/989764468/files/doc_presentations/2016/sept/PJT... · PJT Partners JMP FINANCIAL SERVICES AND REAL ESTATE CONFERENCE September 27, 2016