investor presentation -...

Investor Presentation

June 22, 2017

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, 2016, filed with the United States Securities and Exchange Commission ("SEC"), as such factors may be updated from time to time in our periodic filings with the SEC, accessible on the SEC's website at www.sec.gov, 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 cash flows 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); (c) intangible asset amortization associated with Blackstone’s initial public offering (“IPO”) and the acquisition of PJT Capital LP; and (d) the amount the Company has agreed to pay Blackstone related to the net realized cash benefit from certain compensation related tax deductions. Reconciliations of the non-GAAP measures to their most directly comparable GAAP measures and further detail regarding the adjustments are provided on pages 20 and 25-26 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 March 31, 2017 unless otherwise stated.

Copyright © 2017, PJT Partners Inc. (and its affiliates, as applicable).

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Why PJT Partners?

Start-Up With Instant Scale

> 8 Offices

> 58 Partners

> 425+ Employees

Unique Portfolio of Complementary Businesses

> Market leading Restructuring business

> Market leading Park Hill business

> Premier Strategic Advisory business

Differentiated Growth Profile

> Significant upside from integrating and leveraging three highly complementary businesses

> Opportunity for market share gains in Strategic Advisory enables growth in most any market environment

> Scalable operating leverage

Note: Headcount as of 5/31/17 3

Three Highly Complementary Businesses

Park Hill

Fund Placement /

Advisory

Restructuring & Special

Situations

Strategic Advisory

4

6

Big Firm Product Capabilities… Small Firm Feel

> 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

Capital Markets Advisory

> Mergers & acquisitions > Joint ventures > Divestitures > Takeover defenses > Distressed sales > Spin-offs > Asset swaps

M&A

Restructuring & Special Situations

> Advisory services > Recapitalizations

> Reorganizations > Exchange offers

> Capital raising > Distressed M&A

> 363 asset sales

Hedge Fund Secondary Advisory

> Long/short equity > Global macro > Event-driven > Structured finance > Commodities > Credit > Multi-strats

> LP fund portfolios > GP capital solutions > Collateralized fund

obligations

Private Equity

> Buyouts > Growth equity > Energy > Distressed > Special situations > Credit/Direct lending > Infrastructure

Real Estate

> Opportunistic & value-add

> Sector & regional operator strategies

> Core/core+ (closed & open-end)

> Debt > JV programs > Direct recaps

Hedge Fund

Private Equity

Real Estate

Secondary Advisory

In/Out- of-Court

Creditor

Debtor

Private Capital

Markets

Capital Markets Advisory

M&A

Broad Industry Experience

Select Transactions

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B T A BANK

http://www.scmholding.com/en/media-centre/library/logos/42/

Create long-term value

Build a premier franchise

The opportunity to:

Work with top practitioners

Client relationships

Collaboration

Premier Destination for Best-in-Class Talent

Content

Character

Alpha players with:

What We

Offer

What We

Value

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Be part of a partnership culture

An Alpha Play on Advisory

Embedded Growth

> Strategic Advisory business transformation

> Commercial impact of difference makers

> Footprint expansion

> Enhanced win rate through collaboration across other businesses

Favorable Long-Term

Trends

+

> Share/influence of smaller,

more focused firms

continues to grow

> Favorable near, intermediate

and long-term environment

for M&A activity

9

Park Hill: The Leading Intermediary in the Alternative Asset Space

Notes: Headcount as of 5/31/17 (1) As of 3/31/17 (2) 2016 Preqin Global Private Equity & Venture Capital Report

2005 Year established

90+ Professionals in New York, Chicago, Hong Kong, London, San Francisco and Sydney

3,000+ Investor relationships

25+ Average years of experience across 17 partners

$290 billion Raised by Park Hill clients since inception, representing over 238 primary funds(1)

#1 Placement Agent(2)

10

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

> Long/Short Equity

> Global Macro

> Event-Driven

> Structured Finance

> Commodities

> Credit

> Multi-strats

> LP Fund Portfolios

> GP Capital Solutions

> Collateralized Fund Obligations

> Buyouts

> Growth Equity

> Energy

> Distressed

> Special Situations

> Credit/Direct Lending

> Infrastructure

> Opportunistic & Value-Add

> Sector & Regional Operator Strategies

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

> Debt

> JV Programs

> Direct Recaps

Private Equity

Hedge Fund

Real Estate

Secondary Advisory

11

Park Hill: Leading Market Share and Brand Recognition

Scale enables product specialization

SPECIALIST MODEL

CONSISTENT PROCESS

GLOBAL REACH

Leading position in each vertical allows cross collaboration

New cross vertical products

UNRIVALED SCALE

FREQUENT MANAGER IDENTIFICATION

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Restructuring & Special Situations: Market Leadership in Advising Distressed Companies

Note: As of 5/31/17 (1) Thomson Reuters Distressed Debt Bankruptcy Restructuring Review – First Quarter 2017, by total US dollar value

1991 Year established

70+ Professionals based in New York and London

~520 Distressed advisory situations

#1 2016 IFR Restructuring Advisory of the Year

Q1 2017 US Completed Restructuring(1)

Q1 2017 US Announced Restructuring(1)

~25 Average years of experience across 14 partners

~$1.9 trillion Total liabilities restructured

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Restructurings in more than 30 Countries and Across Industries

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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Strategic Advisory: Small Firm Feel with Big Firm Capabilities

Note: Headcount as of 5/31/17 15

6 Offices, headquartered in New York

130+ Professionals

25+ Average years of Partner experience

23 Partners

100% Former Group Heads/Senior Management Positions

Momentum in Strategic Advisory

Select Announced Transactions Since Spin

16

Attract the best possible talent

Perfect a differentiated culture and brand

Integrate three complementary businesses

Offer clients big firm capabilities with a small firm feel

Make consistent and steady progress

Play and build for the long term

17

Our Focus

Financials

18

GAAP Statements of Operations

(Amounts in millions, except per share data)

Note: Totals may not add due to rounding. 19

3 Months Ended 3/31, 12 Months Ended 12/31,

2017 2016 2016 2015

Revenues

Advisory $99.3 $81.6 $377.6 $286.0

Placement 19.5 32.0 115.0 114.1

Interest Income and Other 2.1 1.8 6.9 5.9

Total Revenues $121.0 $115.3 $499.4 $405.9

Expenses

Compensation and Benefits $95.7 $88.2 $381.0 $315.2

Occupancy and Related 6.2 6.4 25.8 32.7

Travel and Related 2.9 2.7 11.5 14.1

Professional Fees 4.2 3.5 18.9 19.8

Communications and Information Services 2.4 2.1 8.9 7.6

Depreciation and Amortization 2.1 3.9 14.0 14.9

Other Expenses 5.4 5.8 24.8 7.6

Total Expenses $118.9 $112.6 $484.9 $411.9

Income (Loss) Before Provision (Benefit) for Taxes 2.1 2.7 14.5 (5.9)

Provision (Benefit) for Taxes (0.9) 1.3 9.4 0.2

Net Income (Loss) $3.0 $1.4 $5.1 ($6.2)

Net Income (Loss) Attributable to Redeemable Non-Controlling

Interests$1.6 $1.2 $8.1 ($13.8)

Net Income (Loss) Attributable to PJT Partners Inc. $1.3 $0.3 ($3.0) $7.6

Net Income (Loss) Per Share of Class A Common Stock —

Basic and Diluted$0.07 $0.01 ($0.17)

Weighted-Average Shares of Class A Common Stock

Outstanding — Basic and Diluted18.5 18.3 18.3


2017 2016 2016 2015

GAAP Net I ncome (Loss) $3.0 $1.4 $5.1 ($6.2)

Less: GAAP Provision (Benefit) for Taxes ($0.9) $1.3 $9.4 $0.2

GAAP Pretax I ncome (Loss) $2.1 $2.7 $14.5 ($5.9)

Adjustments to GAAP Pretax I ncome (Loss)

Transaction-Related Compensation Expense (1) $18.3 $15.4 $65.8 $36.9

Amortization of Intangible Assets (2) $0.7 $2.8 $8.9 $10.9

Spin-Off-Related Payable Due to Blackstone (3) $1.6 – $4.1 –

Adjusted Pretax I ncome $22.6 $20.9 $93.3 $41.9

Adjusted Taxes $3.6 $4.6 $19.3 $1.7

Adjusted Net I ncome $19.0 $16.3 $74.1 $40.2

I f-Converted Adjustments

Less: Adjusted Taxes (4) ($3.6) ($4.6) ($19.3)

Add: If-Converted Taxes (5) $8.2 $8.1 $35.8

Adjusted Net I ncome, I f-Converted (6) $14.4 $12.8 $57.5

GAAP Net Income (Loss) Per Share of Class A Common Stock -

Basic and Diluted$0.07 $0.01 ($0.17)

GAAP Weighted-Average Shares of Class A Common

Stock Outstanding - Basic and Diluted18.5 18.3 18.3

Adjusted Net Income, If-Converted Per Share (6) $0.38 $0.35 $1.55

Weighted-Average Shares Outstanding, If-Converted 37.8 36.4 37.2

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 Income (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) This adjustment, which has been recorded in Other Expenses in the Consolidated Statements of Operations, adds back the amount the Company has agreed to pay Blackstone related to the net realized cash benefit from certain compensation related tax deductions.

(4) Represents taxes on Adjusted Pretax Income, considering both current and deferred income tax effects for the current ownership structure. (5) Represents taxes on adjusted earnings if all partnership units in 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 and the annualization of discrete permanent differences, excluding the impact of return to provision adjustments.

(6) Presented for periods beginning in 2016. 20

Revenues

1Q16/1Q17 2015/2016

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

($ in millions)

21

$244 $256 $271 $286

$110

$141 $130

$120

$355

$397 $401 $406

2012 2013 2014 2015

Advisory Revenues Placement Revenues/Other(1)(1)

$244 $256 $271 $286

$110

$141 $130

$120

$355

$397 $401 $406

2012 2013 2014 2015

Advisory Revenues Placement Revenues/Other(1)

$286

$378

$120

$122 $406

$499

2015 2016

$82

$99

$34

$22

$115 $121

1Q16 1Q17

Adjusted Compensation and Benefits Expense

1Q16/1Q17 2015/2016

Note: See page 25 of this presentation for a reconciliation of GAAP to non-GAAP financial data.

($ in millions)

63.1% 64.0% 68.6% 63.1% Adj.

Comp. / Revenue

22

$278 $315

2015 2016

$73 $77

1Q16 1Q17

18.7% 17.3% 21.1% 18.2%

Adjusted Non-Compensation Expense

1Q16/1Q17 2015/2016

Note: See page 25 of this presentation for a reconciliation of GAAP to non-GAAP financial data. (1) Non-Compensation Expense for the twelve months ended December 31, 2016 reflects Caspersen-related charges of approximately $6.9 million.

($ in millions)

(1) Adj. Non- Comp. / Revenue

23

$86 $91

2015 2016

$22 $21

1Q16 1Q17

Adjusted Pretax Income

1Q16/1Q17 2015/2016

Note: See page 26 of this presentation for a reconciliation of GAAP to non-GAAP financial data.

($ in millions)

18.1% 18.7% 10.3% 18.7% Adj. Pretax Income / Revenue

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$42

$93

2015 2016

$21 $23

1Q16 1Q17

NON-COMPENSATION EXPENSE ($ in millions)

COMPENSATION AND BENEFITS EXPENSE ($ in millions)


Note: Totals may not add due to rounding. (1) See Footnote 1 on page 20. (2) See Footnote 2 on page 20. (3) See Footnote 3 on page 20. 25


2017 2016 2016 2015

GAAP Compensation and Benefits Expense $95.7 $88.2 $381.0 $315.2

Transaction-Related Compensation Expense (1) (18.3) (15.4) (65.8) (36.9)

Adjusted Compensation and Benefits Expense $77.4 $72.8 $315.2 $278.3


2017 2016 2016 2015

GAAP Total Expenses $118.9 $112.6 $484.9 $411.9

GAAP Compensation Expense (95.7) (88.2) (381.0) (315.2)

Amortization of Intangible Assets (2) (0.7) (2.8) (8.9) (10.9)

Spin-Off-Related Payable Due to Blackstone (3) (1.6) – (4.1) –

Adjusted Non-Compensation Expense $20.9 $21.6 $91.0 $85.7


ADJUSTED PRETAX INCOME ($ in millions)

Note: Totals may not add due to rounding. (1) See Footnote 1 on page 20. (2) See Footnote 2 on page 20. (3) See Footnote 3 on page 20.


2017 2016 2016 2015

Income (Loss) Before Provision (Benefit) for Taxes $2.1 $2.7 $14.5 ($5.9)

Transaction-Related Adjustments

Transaction-Related Compensation Expense (1) 18.3 15.4 65.8 36.9

Amortization of Intangible Assets (2) 0.7 2.8 8.9 10.9

Spin-Off-Related Payable Due to Blackstone (3) 1.6 – 4.1 –

Adjusted Pretax Income $22.6 $20.9 $93.3 $41.9

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18.5

9.3

6.1

6.5 40.4

37.8

0.0

10.0

20.0

30.0

40.0

Class A

Common Shares

Vested Holdings Units

Held by Non-PJT

Employees

Unvested

Holdings Units

Unvested

RSUs

Fully-Diluted Shares

Outstanding

(If-Converted)

Wtd. Avg.

FD Shares

Outstanding

(Treasury Stock

Method)

Note: Totals may not add due to rounding. (1) Approximately less than 2% held by Blackstone employees who transferred to PJT. (2) As of March 31, 2017. 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 certain market conditions. (3) Weighted-average for the three months ended March 31, 2017. Assumes all Partnership Units are fully converted and unvested RSUs are converted under the Treasury

Stock Method to Class A Common Stock.

Share Count

(1)

(3)

(2)

3.8

15.5

18.5

As of March 31, 2017 (shares in millions)

27

28

1Q17 Balance Sheet & Other Financial Updates

(1) 3Q ‘16 units exchanged in November 2016. (2) 4Q ‘16 units exchanged in February 2017. (3) 1Q ‘17 units to be exchanged in May 2017.

Debt-free

Cash, Cash equivalents and Short-term Investments: $98mm

Net Working Capital: $187mm

Exchanges

> 3Q16: 594k units – settled in cash (1)

> 4Q16: 362k units – settled in cash (2)

> 1Q17: 527k units – to be settled in cash (3)

> Vested Partnership Units are owned primarily by current and former Blackstone employees and can be exchanged on a quarterly basis

> Post the May exchange, there will be approximately 8.7 million partnership units eligible for exchange

> We have the option to settle exchanges in either cash or Class A shares

> These units provide a potential repurchase opportunity without impacting our public float

Approximately 1.5mm Units Exchanged to Date

PJT Partners www.pjtpartners.com

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