Investor Presentation May 2, 2018
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, 2017, 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) intangible asset amortization associated with The Blackstone Group L.P. s ( Blackstone ) initial public offering ( IPO ) and the acquisition of PJT Capital LP; and (c) the amount the Company has agreed to pay Blackstone related to the net realized cash benefit from certain compensationrelated tax deductions. Reconciliations of the non-gaap measures to their most directly comparable GAAP measures and further detail regarding the adjustments are provided on page 20 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 March 31, 2018 unless otherwise stated. Copyright 2018, PJT Partners Inc. (and its affiliates, as applicable). 1
PJT Partners Strong Legacy, New Energy The Power of One Early Stage Growth Engine 8 Offices 67 Partners 480+ Employees Differentiated growth from integrating three highly complementary businesses Early stage build-out of Strategic Advisory, combined with strong legacy businesses, provides tremendous opportunity for growth 2
One Dedicated Team - Three Highly Complementary Businesses Strategic Advisory # of Partners: 32 Restructuring # of Partners: 13 Park Hill # of Partners: 17 3
Global Reach Beyond Physical Locations London San Francisco Chicago Boston New York Madrid Hong Kong Sydney 8 offices in 5 countries Clients across 44 countries 67 partners globally 4
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 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 Private Equity Hedge Fund Real Estate Secondary Advisory > Buyouts > Growth equity > Energy > Distressed > Special situations > Credit/direct lending > Infrastructure > Long/short equity > Global macro > Event-driven > Structured finance > Commodities > Credit > Multi-strats > Opportunistic & value-add > Core/core+ > JVs, clubs & SMA programs > Debt/credit > Portfolio recaps > Direct sales, financing > Sector & regional operators GP Solutions > Tender offers > Recapitalizations > Fund restructurings > Portfolio asset sales > Preferred equity solutions > Private debt solutions > Management stake sales LP Solutions > Divesture of private fund interests > Collateralized fund obligations 5
Broad Industry Expertise B T A BANK 6
Premier Destination for Best-in-Class Talent What + We Value What We Offer Alpha players with: Character The opportunity to: Work with top practitioners Client relationships Benefit from a partnership culture Collaborative approach Build out a premier franchise Content Create long-term substantial value 7
Park Hill: The Leading Intermediary Advisor in the Alternative Asset Space 2005 Year established 100+ Professionals in New York, Chicago, Hong Kong, London, San Francisco and Sydney 3,000+ Investor relationships 25+ Average years of experience across 17 partners $300+ billion Raised by Park Hill clients since inception, representing over 250 primary funds ~$30 billion Executed transactions by Secondary Advisory 1 (1) Since 2013 8
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 Core/core+ JVs, clubs & SMA programs Debt/credit Portfolio recaps Real Estate Secondary Advisory GP solutions LP solutions Collateralized fund obligations Direct sales, financing Sector & regional operators 9
Park Hill Fund Placement: 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 10
Restructuring & Special Situations: Market Leadership in Distressed Advisory Situations 1991 Year established ~25 Average years of experience across 13 partners 500+ Distressed advisory situations in 30+ countries ~$2 trillion Total liabilities restructured 75+ Professionals in New York and London 11
Leading Global Restructuring Franchise Advised on 8 of the top 10 deals of 2017 Advised on the largest and most complicated transactions worldwide 1. 2. $11.6bn $10.2bn > Advised clients on 6 continents > Largest US restructuring 3. $8.1bn > Largest continental Europe restructuring 4. $4.5bn > Largest cross-border restructuring 5. 6. 7. 8. 9. $3.4bn $3.3bn $3.1bn $2.9bn $2.8bn > Largest public sector restructuring > Largest Chapter 11 emergence > Largest energy restructuring > Largest media restructuring > Largest power restructuring 10. $2.6bn Source: New Generation Research Inc. based on public companies that filed for bankruptcy in 2017, excluding banking/finance companies 12
Restructuring & Special Situations: Global Reach and Unmatched Expertise Out-of-Court Assignments In-Court Assignments Creditor Assignments 13
Strategic Advisory: An Alpha Play Embedded Growth > Transformation of the business 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 14
Momentum in Strategic Advisory Select Announced Transactions Since Spin 15
Strategic Advisory: Fast Growing Bench of Experienced Practitioners Strategic Advisory Partners +13 +9 +5 5 Partners 18 Partners 27 Partners 32 Partners Spin Announcement October 2014 1 12/31/15 12/31/17 3/31/18 Strategic Advisory Partners with PJT for 2+ Years 3 Partners with PJT 2+ Years +2 5 Partners with PJT +13 2+ Years 18 Partners with PJT 2+ Years Spin Announcement October 2014 1 12/31/15 3/31/18 (1) Individuals from Blackstone Advisory Partners that became part of PJT Partners post spin 16
We are PJT Partners Strong Legacy, New Energy One Dedicated Firm Three Complementary Businesses A Tradition of Forward Thinking Defined by Deep Relationships Character, Culture and Collaboration With a Focus on the Future your results are our reputation 17
Financials
GAAP Statements of Operations (Amounts in millions, except per share data) 12 Months Ended 12/31, 3 Months Ended March 31, 2017 2016 2018 2017 Revenues Advisory $386.3 $377.6 $103.5 $99.3 Placement 102.8 115.0 26.1 19.5 Interest Income and Other 10.2 6.9 4.5 2.1 Total Revenues 499.3 499.4 134.0 121.0 Expenses Compensation and Benefits 391.5 381.0 103.6 95.7 Occupancy and Related 26.9 25.8 6.8 6.2 Travel and Related 13.6 11.5 5.5 2.9 Professional Fees 19.3 18.9 5.2 4.2 Communications and Information Services 10.8 8.9 3.5 2.4 Depreciation and Amortization 8.1 14.0 2.0 2.1 Other Expenses 19.0 24.8 4.8 5.4 Total Non-Compensation Expense 97.7 103.9 27.8 23.2 Total Expenses 489.2 484.9 131.4 118.9 Income Before Provision (Benefit) for Taxes $10.1 $14.5 $2.6 $2.1 Provision (Benefit) for Taxes 38.4 9.4 (4.1) (0.9) Net Income (Loss) ($28.3) $5.1 $6.7 $3.0 Net Income Attributable to Non-Controlling Interests 4.2 8.1 1.5 1.6 Net Income (Loss) Attributable to PJT Partners Inc. ($32.6) ($3.0) $5.2 $1.3 Net Income (Loss) Per Share of Class A Common Stock Basic ($1.73) ($0.17) $0.27 $0.07 Net Income (Loss) Per Share of Class A Common Stock Diluted ($1.73) ($0.17) $0.24 $0.07 Weighted-Average Shares of Class A Common Stock Outstanding Basic 18.9 18.3 19.4 18.5 Weighted-Average Shares of Class A Common Stock Outstanding Diluted 18.9 18.3 23.9 18.5 Note: Totals may not add due to rounding. 19
Summary of GAAP to Adjusted Financial Information (Amounts in millions, except per share data) 12 Months Ended 12/31, 3 Months Ended March 31, 2017 2016 2018 2017 Revenues Advisory $386.3 $377.6 $103.5 $99.3 Placement 102.8 115.0 26.1 19.5 Interest Income and Other 10.2 6.9 4.5 2.1 Total Revenues $499.3 $499.4 $134.0 $121.0 Compensation and Benefits Expense Compensation and Benefits- US GAAP Basis 391.5 381.0 103.6 95.7 Adjustments: Transaction-Related Compensation Expense (1) (71.3) (65.8) (17.8) (18.3) Compensation and Benefits- As adjusted $320.2 $315.2 $85.8 $77.4 Non-Compensation Expense Non-Compensation- US GAAP Basis 97.7 103.9 27.8 23.2 Adjustments: Amortization of Intangible Assets (2) (2.4) (8.9) (0.6) (0.7) Spin-Off-Related Payable Due to Blackstone (3) (3.0) (4.1) (0.8) (1.6) Non-Compensation- As adjusted $92.3 $91.0 $26.4 $20.9 Pretax Income Income Before Benefit for Taxes- US GAAP Basis 10.1 14.5 2.6 2.1 Income Before Provision (Benefit) for Taxes- As adjusted $86.8 $93.3 $21.8 $22.6 Adjusted Taxes (4) 45.5 19.3 1.7 3.6 Net Income- As adjusted $41.3 $74.1 $20.1 $19.0 If-Converted Adjustments Less: Adjusted Taxes (4) (45.5) (19.3) (1.7) (3.6) Add: If-Converted Taxes (5) 28.1 35.8 4.9 8.2 Adjusted Net Income, If-Converted $58.7 $57.5 $17.0 $14.4 Adjusted Net Income, If-Converted Per Share $1.54 $1.55 $0.44 $0.38 Weighted-Average Shares Outstanding, If-Converted 38.0 37.2 38.6 37.8 Note: Totals may not add due to rounding. See Notes to Financials on page 23 for footnote detail 20
Capital Priorities NET WORKING CAPITAL BALANCE $mm 187 187 #1: INVESTMENT IN OUR BUSINESS > 48% Headcount growth since spin 1 > 16% Headcount growth year-over-year 115 #2: SHARE REPURCHASES > ~2.4mm units exchanged for cash 1 > ~140k open market repurchases 2 #3: DIVIDENDS > Maintained $0.05 dividend Mar 16 Mar 17 Mar 18 (1) Since Spin-off on 10/1/15 (2) Repurchase program authorized October 2017 21
Continued Focus on Share Count Management Share count growth of ~4% managed through ~2.5mm of exchanges and share buybacks SHARE COUNT 1 Share count in mm ~4% 40.36 6.4 6.1 9.3 41.99 4.1 6.0 9.4 38.56 4.7 5.0 9.5 18.6 22.5 19.4 3/31/2017 3/31/2018 Wtd. Avg. FD Shares Outstanding (Treasury 3 Fully-Diluted Shares Outstanding (If-Converted) Stock Method) Class A Common Shares Vested Holdings Units Unvested Holdings Units Unvested RSUs 2 Note: Totals may not add due to rounding (1) Assumes all Partnership Units and unvested RSUs are fully converted to Class A Common Stock. Excluded from 3/31/18 Fully-Diluted Shares Outstanding are 5.0 million unvested Partnership Units in PJT Partners Holdings LP that have yet to satisfy certain market conditions. Included in Class A Shares are Vested, Undelivered Shares. (2) Fully Diluted 3/31/18 Vested Holdings Units include ~7.7 million shares held by current and former BX partners. (3) Weighted-average for the three months ended 3/31/18. Assumes all Partnership Units are fully converted and unvested RSUs are converted under the Treasury Stock Method to Class A Common Stock. 22
Notes to Financials 1. This adjustment adds back to GAAP Pretax Income transaction-related equity-based compensation expense for Partnership Units with both time-based vesting and market conditions as well as equity-based retention awards granted in connection with the spinoff. 2. This adjustment adds back to GAAP Pretax Income 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 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 GAAP 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 the Company s 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, permanent differences, as well as the impact of the deferred tax asset remeasurement related to the enactment of the Tax Cuts and Jobs Act and return to provision adjustments. 23