Investor Presentation October 31, 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, 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 SEC. 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 September 30, 2017 unless otherwise stated. Copyright 2017, PJT Partners Inc. (and its affiliates, as applicable). 2
PJT Partners At Spin Q3 2017 46 Partners 36 Americas, 10 Europe 60 Partners 46 Americas, 14 Europe 328 Employees 233 Americas, 84 Europe, 11 Asia Pacific 466 Employees 334 Americas, 120 Europe, 12 Asia Pacific 8 Offices Headquartered in New York 8 Offices Headquartered in New York Note: Headcount as of 9/30/17 3
Three Highly Complementary Businesses Restructuring & Special Situations Strategic Advisory Park Hill Fund Placement / Advisory 4
Global Reach Beyond Physical Locations 8 offices Clients in 43 countries New York London San Francisco Boston Madrid Chicago Hong Kong Sydney 5
Big Firm Product Capabilities Small Firm Feel Restructuring & Special Situations Capital Markets Advisory > Advisory services > Recapitalizations > Reorganizations > Exchange offers > Capital raising > Distressed M&A > 363 asset sales Creditor Debtor M&A Capital Markets Advisory > 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 M&A Private Equity > Buyouts > Growth equity > Energy > Distressed > Special situations > Credit/Direct lending > Infrastructure Hedge Fund > Long/short equity > Global macro > Event-driven > Structured finance > Commodities > Credit > Multi-strats In/Outof-Court Private Equity Hedge Fund Real Estate Secondary Advisory Private Capital Markets > Mergers & acquisitions > Joint ventures > Divestitures > Takeover defenses > Distressed sales > Spin-offs > Asset swaps Real Estate > Opportunistic & value-add > Sector & regional operator strategies > Core/core+ (closed & open-end) > Debt > JV programs > Direct recaps Secondary Advisory > LP fund portfolios > GP capital solutions > Collateralized fund obligations 6
Broad Industry Experience Select Transactions B T A BANK 7
Premier Destination for Best-in-Class Talent What We Value What We Offer Alpha players with: The opportunity to: Content Work with top practitioners Client relationships Build a premier franchise Collaboration Create long-term value Character Be part of a partnership culture 8
An Alpha Play on Advisory Embedded Growth > Strategic Advisory business transformation Favorable Long-Term Trends > Share/influence of smaller, more focused firms > Commercial impact of difference makers continues to grow > Footprint expansion + > Favorable near, intermediate > Enhanced win rate through collaboration across other businesses and long-term environment for M&A activity 9
Park Hill: The Leading Intermediary in the Alternative Asset Space 2005 3,000+ Year established Investor relationships 95+ Professionals in New York, Chicago, Hong Kong, London, San Francisco and Sydney 25+ Average years of experience across 17 partners $300 billion Raised by Park Hill clients since inception, representing over 255 primary funds (1) #1 Placement Agent (2) Notes: Headcount as of 9/30/17 (1) As of 9/30/17 (2) 2016 Preqin Global Private Equity & Venture Capital Report 10
Park Hill: Leading Market Position in Each of the Principal Alternative Asset Categories > Buyouts > Growth Equity > Energy > Distressed > Special Situations > Credit/Direct Lending > Infrastructure Private Equity Hedge Fund > 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 Real Estate Secondary Advisory > LP Fund Portfolios > GP Capital Solutions > Collateralized Fund Obligations > JV Programs > Direct Recaps 11
Park Hill: Leading Market Share and Brand Recognition FREQUENT MANAGER IDENTIFICATION CONSISTENT PROCESS SPECIALIST MODEL UNRIVALED SCALE GLOBAL REACH Scale enables product specialization Leading position in each vertical allows cross collaboration New cross vertical products 12
Restructuring & Special Situations: Market Leadership in Advising Distressed Companies 1991 ~545 Year established Distressed advisory situations (1) 70+ Professionals based in New York and London ~25 Average years of experience across 13 partners ~$1.9 trillion Total liabilities restructured (1) 2016 IFR Restructuring Adviser of the Year Notes: Headcount as of 9/30/17 (1) As of 9/30/17 13
Restructuring & Special Situations: Global Reach and Unmatched Expertise Restructurings across industries in more than 30 countries OUT-OF-COURT ASSIGNMENTS IN-COURT ASSIGNMENTS CREDITOR ASSIGNMENTS 14
Strategic Advisory: Small Firm Feel with Big Firm Capabilities 26 Partners 150+ Professionals 25+ Average years of Partner experience 6 Offices - New York, Boston, Chicago, San Francisco, London and Madrid Note: Headcount as of 9/30/17 15
Momentum in Strategic Advisory Select Announced Transactions Since Spin 16
Our Focus 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
Financials
GAAP Statements of Operations (Amounts in millions, except per share data) 12 Months Ended 12/31, 9 Months Ended 9/30, 3 Months Ended 9/30, 2016 2015 2017 2016 2017 2016 Revenues Advisory $377.6 $286.0 $233.1 $241.4 $60.5 $100.7 Placement 115.0 114.1 $68.9 $78.9 15.9 18.3 Interest Income and Other 6.9 5.9 6.7 5.6 2.1 2.3 Total Revenues 499.4 405.9 308.7 325.9 78.5 121.3 Expenses Compensation and Benefits 381.0 315.2 251.3 256.0 68.0 95.8 Occupancy and Related 25.8 32.7 19.6 19.5 6.7 6.5 Travel and Related 11.5 14.1 9.3 8.8 3.4 3.2 Professional Fees 18.9 19.8 15.4 14.2 6.4 4.0 Communications and Information Services 8.9 7.6 7.8 6.7 2.6 2.0 Depreciation and Amortization 14.0 14.9 6.2 11.9 2.0 4.0 Other Expenses 24.8 7.6 14.8 18.4 5.0 7.8 Total Expenses 484.9 411.9 324.3 335.4 94.1 123.3 Income (Loss) Before Provision (Benefit) for Taxes $14.5 ($5.9) ($15.6) ($9.5) ($15.6) ($2.0) Provision (Benefit) for Taxes 9.4 0.2 (15.6) 4.1 (13.3) 8.4 Net Income (Loss) $5.1 ($6.2) $0.0 ($13.6) ($2.4) ($10.3) Net Income (Loss) Attributable to Redeemable Non Controlling Interests 8.1 (13.8) (4.9) (3.8) (5.7) (0.6) Net Income (Loss) Attributable to PJT Partners Inc. ($3.0) $7.6 $4.9 ($9.8) $3.3 ($9.7) Net Income (Loss) Per Share of Class A Common Stock Basic ($0.17) $0.25 ($0.53) $0.17 ($0.53) Net Income (Loss) Per Share of Class A Common Stock Diluted ($0.17) $0.22 ($0.53) $0.16 ($0.53) Weighted-Average Shares of Class A Common Stock Outstanding Basic 18.3 18.8 18.3 18.9 18.3 Weighted-Average Shares of Class A Common Stock Outstanding Diluted 18.3 22.4 18.3 22.9 18.3 Note: Totals may not add due to rounding. 19
Reconciliations of GAAP to Non-GAAP Financial Data ADJUSTED NET INCOME, IF-CONVERTED (Amounts in millions, except per share data) 12 Months Ended 12/31, 9 Months Ended 9/30, 3 Months Ended 9/30, 2016 2015 2017 2016 2017 2016 GAAP Net Income (Loss) $5.1 ($6.2) $0.0 ($13.6) ($2.4) ($10.3) Less: GAAP Provision (Benefit) for Taxes 9.4 0.2 (15.6) 4.1 (13.3) 8.4 GAAP Pretax Income (Loss) $14.5 ($5.9) ($15.6) ($9.5) ($15.6) ($2.0) Adjustments to GAAP Pretax Income (Loss) Transaction-Related Compensation Expense (1) 65.8 36.9 53.7 48.3 17.8 17.0 Amortization of Intangible Assets (2) 8.9 10.9 1.8 8.2 0.6 2.6 Spin-Off-Related Payable Due to Blackstone (3) 4.1 0.0 3.1 3.4 1.3 3.4 Adjusted Pretax Income $93.3 $41.9 $43.0 $50.4 $4.1 $21.0 Adjusted Taxes 19.3 1.7 7.0 11.4 (0.3) 4.9 Adjusted Net Income 74.1 40.2 35.9 39.0 4.4 16.1 If-Converted Adjustments Less: Adjusted Taxes (4) (19.3) (7.0) (11.4) 0.3 (4.9) Add: If-Converted Taxes (5) 35.8 14.5 19.5 0.4 8.1 Adjusted Net Income, If-Converted (6) $57.5 $28.5 $30.9 $3.7 $12.9 GAAP Net Income (Loss) Per Share of Class A Common Stock - Basic ($0.17) $0.25 ($0.53) $0.17 ($0.53) GAAP Net Income (Loss) Per Share of Class A Common Stock - Diluted ($0.17) $0.22 ($0.53) $0.16 ($0.53) GAAP Weighted-Average Shares of Class A Common Stock Outstanding - Basic 18.3 18.8 18.3 18.9 18.3 GAAP Weighted-Average Shares of Class A Common Stock Outstanding - Diluted 18.3 22.4 18.3 22.9 18.3 Adjusted Net Income, If-Converted Per Share (6) $1.55 $0.75 $0.84 $0.10 $0.34 Weighted-Average Shares Outstanding, If-Converted 37.2 38.0 37.0 38.1 37.4 Note: Totals may not add due to rounding. (1) This adjustment adds back to GAAP Pretax Income (Loss) transaction-related equity-based compensation expense associated with the vesting during the periods presented of awards granted in connection with the Blackstone IPO in 2007 and severance incurred in connection with the spin-off (for periods through the third quarter of 2015). Additionally, for periods after October 1, 2015, the transaction-related equity-based compensation adjustment includes expense for Partnership Units with both time-based vesting and market conditions as well as equity-based retention awards granted in connection with the spin-off. (2) This adjustment adds back to GAAP Pretax Income (Loss) amounts for the amortization of intangible assets that are associated with Blackstone s IPO and amounts for the amortization of intangible assets identified in connection with the acquisition of PJT Capital LP on October 1, 2015. (3) This adjustment adds back to GAAP Pretax Income (Loss) the amount the Company has agreed to pay Blackstone related to the net realized cash benefit from certain compensation-related tax deductions. Such expense is reflected in Other Expenses in the Consolidated Statements of Operations. (4) Represents taxes on Adjusted Pretax Income, considering both current and deferred income tax effects for the current ownership structure. (5) Represents taxes on Adjusted Pretax Income, assuming all Partnership Units (excluding the unvested partnership units that have yet to satisfy market conditions) were exchanged for shares of Class A common stock, resulting in all of the Company s income becoming subject to corporate-level tax, considering both current and deferred income tax effects and the annualization of discrete permanent differences. (6) Presented for periods beginning in 2016. 20
Revenues ($ in millions) 2015/2016 9M16/9M17 3Q16/3Q17 $397 $401 $406 $397 $401 $406 $326 $499 $309 $355 $355 $121 $120 $120 $406 $122 $85 $130 $130 $141 $141 $76 $21 $110 $110 $120 $78 $18 $286 $378 $241 $233 $244 $244 $256 $256 $271 $271 $101 $286 $60 $286 2015 2016 9M16 9M17 3Q16 3Q17 2012 2012 2013 2013 2014 2014 2015 2015 Advisory Advisory Revenues Revenues Placement Placement Revenues/Other Revenues/Other (1) (1) (1) Note: Totals may not add due to rounding. (1) Includes Interest Income and Other revenue. 21
Adjusted Compensation and Benefits Expense ($ in millions) 2015/2016 9M16/9M17 3Q16/3Q17 $278 $315 $208 $198 $79 $50 Adj. Comp. / Revenue 2015 2016 9M16 9M17 3Q16 3Q17 68.6% 63.1% 63.7% 64.0% 65.0% 64.0% Note: See page 25 of this presentation for a reconciliation of GAAP to non-gaap financial data. 22
Adjusted Non-Compensation Expense ($ in millions) 2015/2016 9M16/9M17 3Q16/3Q17 $86 $91 $68 $68 $21 $24 2015 2016 9M16 9M17 3Q16 3Q17 Adj. Non- Comp. / Revenue 21.1% 18.2% 20.8% 22.1% 17.7% 30.8% Note: See page 25 of this presentation for a reconciliation of GAAP to non-gaap financial data. 23
Adjusted Pretax Income ($ in millions) 2015/2016 9M16/9M17 3Q16/3Q17 $93 $50 $43 $21 $42 $4 Adj. Pretax Income / Revenue 2015 2016 9M16 10.3% 18.7% 15.5% 13.9% 17.3% 5.2% Note: See page 26 of this presentation for a reconciliation of GAAP to non-gaap financial data. 9M17 3Q16 3Q17 24
Reconciliations of GAAP to Non-GAAP Financial Data COMPENSATION AND BENEFITS EXPENSE ($ in millions) 12 Months Ended 12/31, 9 Months Ended 9/30, 3 Months Ended 9/30, 2016 2015 2017 2016 2017 2016 GAAP Compensation and Benefits Expense $381.0 $315.2 $251.3 $256.0 $68.0 $95.8 Transaction-Related Compensation Expense (1) (65.8) (36.9) (53.7) (48.3) (17.8) (17.0) Adjusted Compensation and Benefits Expense $315.2 $278.3 $197.6 $207.7 $50.2 $78.9 NON-COMPENSATION EXPENSE ($ in millions) 12 Months Ended 12/31, 9 Months Ended 9/30, 3 Months Ended 6/30, 2016 2015 2017 2016 2017 2016 GAAP Total Expenses $484.9 $411.9 $324.3 $335.4 $94.1 $123.3 GAAP Compensation and Benefits Expense (381.0) (315.2) (251.3) (256.0) (68.0) (95.8) Amortization of Intangible Assets (2) (8.9) (10.9) (1.8) (8.2) (0.6) (2.6) Spin-Off-Related Payable Due to Blackstone (3) (4.1) (3.1) (3.4) (1.3) (3.4) Adjusted Non-Compensation Expense $91.0 $85.7 $68.2 $67.9 $24.1 $21.5 Note: Totals may not add due to rounding. (1) See Footnote 1 on page 20. (2) See Footnote 2 on page 20. (3) See Footnote 3 on page 20. 25
Reconciliations of GAAP to Non-GAAP Financial Data ADJUSTED PRETAX INCOME ($ in millions) 12 Months Ended 12/31, 9 Months Ended 9/30, 3 Months Ended 6/30, 2016 2015 2017 2016 2017 2016 Income (Loss) Before Provision (Benefit) for Taxes $14.5 ($5.9) ($15.6) ($9.5) ($15.6) ($2.0) Transaction-Related Adjustments Transaction-Related Compensation Expense (1) 65.8 36.9 53.7 48.3 17.8 17.0 Amortization of Intangible Assets (2) 8.9 10.9 1.8 8.2 0.6 2.6 Spin-Off-Related Payable Due to Blackstone (3) 4.1 3.1 3.4 1.3 3.4 Adjusted Pretax Income $93.3 $41.9 $43.0 $50.4 $4.1 $21.0 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. 26
Share Count As of September 30, 2017 (shares in millions) 40.0 6.0 (2) 6.5 39.8 (3) 38.1 4.8 (4) (2) 30.0 8.7 (1) 14.7 20.0 18.6 10.0 18.6 0.0 Class A Common Shares Vested Holdings Units Held by Non-PJT (1) 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 2% held by Blackstone employees who transferred to PJT. (2) Includes undelivered awards with no remaining service requirement. (3) As of September 30, 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. (4) Weighted-average for the three months ended September 30, 2017. Assumes all Partnership Units are fully converted and unvested RSUs are converted under the Treasury Stock Method to Class A Common Stock. 27
3Q17 Balance Sheet & Other Financial Updates Cash, Cash equivalents and Short-term Investments: $157mm Debt-free Net Working Capital: $181mm Exchanges > 3Q16: 594k units settled in cash (1) > 4Q16: 362k units settled in cash (2) > 1Q17: 527k units settled in cash (3) > 2Q17: 180k units settled in cash (4) > 3Q17: 155k units to be settled in cash (5) Approximately 1.8mm Partnership Units Exchanged to Date > Vested Partnership Units are owned primarily by current and former Blackstone employees and can be exchanged on a quarterly basis > Post the November exchange, there will be approximately 8.4 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 (1) 3Q 16 units exchanged in November 2016. (2) 4Q 16 units exchanged in February 2017. (3) 1Q 17 units exchanged in May 2017. (4) 2Q 17 units exchanged in August 2017. (5) 3Q 17 units to be exchanged in November 2017. 28
PJT Partners www.pjtpartners.com 29