Investor Presentation March 31, 2016
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 the 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 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. The Company has provided a reconciliation of non-gaap financial measures in the Appendix to this presentation. These financial non-gaap measures are presented because management believes that such a financial measures, when viewed with the Company s results of operations in accordance with GAAP provide additional information to investors about certain transaction-related charges arising from the spin-off related transactions. You should not consider these non-gaap financial measures in isolation or as a substitute for analysis of results as reported under GAAP. 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, 2016 unless otherwise stated. Copyright 2016, PJT Partners Inc. (and its affiliates, as applicable). 2
A Powerful Beginning > 30-years new: proven track record with start-up feel > Premier destination for best-in-class talent > Unshackled from constraints to better pursue opportunities > Bringing together relationships and capabilities to better serve clients Built to be an alpha play 3
A Start-Up with Instant Scale October 1, 2015 Merger and Spin-off; NYSE listing 30 Years Proven track record with start-up feel 8 offices Headquartered in New York, NY 368 employees 261 Americas, 97 Europe, 10 Asia-Pacific 48 partners 38 Americas, 10 Europe 20+ years Average partner experience Note: Data as of March 31, 2016. 4
Unshackled from Constraints to Be Even More Powerful Financial Sponsors Historical Constraints Investing Businesses within Blackstone Corporate Clients Strategic Advisory Restructuring & Special Situations Park Hill 5
Bringing Together Relationships and Capabilities to Better Serve Clients Strategic Advisory Access Relationships Transaction Flows Capital Restructuring Park Hill 6
Premier Destination for Best-in-Class Talent WHAT WE VALUE WHAT WE OFFER Alpha players with: Be part of a premier franchise Content Be surrounded by leading talent Client relationships Make a difference Collaboration Create long-term value Character 7
PJT Partners Strategic Initiatives > Enhance collaboration among our three businesses to better serve clients > Capitalize on our significantly expanded addressable market > Significantly increase the breadth and depth of our Advisory franchise > Remain the premier destination for talent 8
Park Hill: The Leading Intermediary in the Alternative Asset Space 2005 3,000+ Year established Investor relationships 84 Professionals in New York, Chicago, Hong Kong, London, San Francisco and Sydney (1) 20+ Average years of experience across 14 partners (1) $276bn+ Raised by Park Hill clients since inception, representing 221 primary funds (1) #1 Placement Agent 2016 Preqin Global Private Equity & Venture Capital Report (2) (1) As of March 31, 2016. (2) Prominent Placement Agents in 2015. 9
Park Hill: Leading Market Position in Each of the Principal Alternative Asset Categories Private Equity Hedge Fund Real Estate Secondary Advisory > Buyouts > Long/Short Equity > Opportunistic & Value-Add > LP Fund Portfolios > Sector Specific > Energy > Global Macro > Event-Driven > Sector & Regional Operator Strategies > Fund Recaps > Securitizations > Distressed > Structured Finance > Core/Core+ (Closed & Open-End) > Special Situations > Commodities > Debt > Credit-Direct Lending > Credit > JV Programs > Infrastructure > Multi-strats > Direct Recaps 10
Park Hill: Leading Market Share and Brand Recognition UNRIVALED SCALE SPECIALIST MODEL CONSISTENT PROCESS FREQUENT MANAGER IDENTIFICATION GLOBAL REACH Scale enables product specialization Leading position in each vertical allows cross collaboration New cross vertical products 11
Park Hill: Growth Opportunities > Leveraging investor relationships across Advisory and Park Hill > Portfolio monetization opportunities Benefit from PJT Advisory Alignment > Bespoke investment opportunities > Enhanced real estate capabilities/collaboration > Continue to capture GP recapitalization and securitization opportunities Build Out Existing Capabilities/Execute on Core Strengths > Increase market share via specialist model > Expand breadth of products across all four verticals 12
Restructuring & Special Situations: Market Leadership in Advising Distressed Companies 1991 ~470 Year established Distressed advisory situations (1) 72 Professionals based in New York and London (1) 20+ Average years of experience across 13 partners (1) ~$1.8 trillion Total liabilities restructured (1)(2) #1 Worldwide and US Completed and Announced Restructuring Thomson Reuters 1Q 2016 (1) (1) As of March 31, 2016 (2) Represents total liabilities restructured by professionals based in New York and London. Certain transactions were previously attributed to the advisory business. 13
Restructuring & Special Situations: Global Reach and Unmatched Expertise Out-of-Court Assignments In-Court Assignments Creditor Assignments B T A BANK Completed Restructurings in More than 30 Countries 14
Restructuring & Special Situations: Significant Industry Expertise and Experience in Key Sectors Automotive Ford Motor Company General Motors Goodyear Tire & Rubber Chemicals Coal Communications Dow Corning Specialty Products Holding W.R. Grace & Co. New World Resources Arch Coal Walter Energy Clearwire Lightsquared Oi Consumer Products Energy & Power Financial Services CEDC Eastman Kodak Hostess Brands Dynegy Edison Mission Energy Energy Future Holdings Ambac Financial Group MBIA re: Bank of America Northern Rock Gaming Caesars Entertainment Foxwoods Casino Mohegan Tribal Gaming Healthcare Leisure Manufacturing Media Angiotech Pharmaceuticals Four Seasons Health Care M*Modal Municipal Oil & Gas Publishing Real Estate Detroit Jefferson County Puerto Rico Indianapolis Downs Los Angeles Dodgers Travelport Endeavour International OGX Samson Resources Covalent Materials Essar Steel Algoma NewPage Cengage Learning Houghton Mifflin GateHouse Media CSN Houston Relativity Media Tribune Company Homex Kerzner International IVG Immobilien Retail Shipping Sovereign Transportation 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 15
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-àvis competitors > Advisory relationships facilitate earlier client introductions Expanded Sponsor Opportunities > Increases opportunities to expand PE relationships Sponsor owned businesses represent recurring revenue stream More opportunities to advise on distressed M&A transactions 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 hundreds of billions of credit, real estate and private equity investments/dry powder Passed on numerous substantial assignments due to conflicts (e.g. Lehman Brothers) > Creates opportunity to transform Blackstone/GSO relationships into a more traditional client/advisor relationship 16
Strategic Advisory: Small Firm Feel with Big Firm Capabilities 18 and counting Partners 100% Former Group Heads/Senior Management Positions 7 Regional Experts 7 Institutions Represented 10 Product Experts 5 Partners with 20+ years experience at previous firm 13 Industry Experts 9 Partners with 10+ years experience at previous firm As of March 31, 2016. 17
Strategic Advisory: Breadth of Services & Capabilities Providing independent M&A and capital M&A markets and capital advisory markets services advisory to corporate services clients to corporate and raising clients capital and raising from the capital from private the and private public and capital public markets capital markets M&A Capital Markets Advisory Private Capital Markets 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. 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. Overview > Serve as placement agent to companies looking to raise private equity, equitylinked 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. Scope of services includes: > Mergers and Acquisitions > Joint Ventures > Divestitures > Takeover Defenses > Distressed Sales > Spin-offs > Asset Swaps 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 Scope of services includes: > 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 18
An Alpha Play on Advisory MACRO > Continue to transform the Strategic Advisory business > Commercial impact of difference makers > Footprint expansion Embedded Growth + Favorable Long-Term Trends > Share/influence of smaller, more focused firms continues to grow > M&A as an essential corporate tool > Enhanced win rate through collaboration with other businesses 19
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 Advisory dialogues with Sponsors and Corporates that would not have occurred pre-spin > Restructuring involved in significant projects that were previously denied due to conflicts > 9 Advisory partners hired in 2015 Significantly increase the breadth and depth of our Advisory franchise > Advisory backlog continues to build with many new mandates and significant assignments > Continue to attract top talent at all levels Remain the premier destination for talent > Significant success on campus 20
Outlook: Focus on Growth in Revenue and Pre-Tax Income 2015A 2016F 2017F+ Year of Transition Franchise Building Growth through Franchise Building/ Return on Investment Revenue > Stable despite significant merger dislocations > Revenue growth > Accelerating revenue growth Non-Compensation Expense > Largely Blackstone allocations > Significant one-time costs > Lower than 2015 > Evidence of operating leverage Compensation Expense > Greater productivity from existing talent > Introduction of new talent to the franchise 21
Why PJT Partners 1 Differentiated growth strategy > Market share rather than a market size story Firm built to grow in any market environment > Spin-off a significant catalyst for growth Unshackled from constraints / conflicts Integrating three highly complementary businesses Substantial advisory buildout 2 Efficient global operation > Global presence and connectivity with less overhead 3 Management highly aligned with shareholders 22
Your Results Are Our Reputation 23
Financials 24
Historical Financials Revenues ($ in millions) FY 2012-2015 1Q15/1Q16 $355 $110 $355 $110 $397 $401 $406 $397 $401 $406 $120 $130 $141 $120 $130 $141 $244 $256 $271 $244 $256 $286 $271 $82 $286 $115 $34 $24 $59 $82 2012 2012 2013 2013 2014 2015 2014 1Q15 2015 Advisory Revenues Placement Revenues/Other (1) 1Q16 Note: Totals may not add due to rounding. (1) Includes interest income and other revenue. 25
Historical Financials Adjusted Compensation Expense ($ in millions) FY 2012-2015 1Q15/1Q16 $235 $258 $226 $278 $68 $73 Adj. GAAP Comp. / Revenue 2012 2013 2014 2015 1Q15 1Q16 66% 65% 56% 69% 82% 63% Note: See appendix for reconciliation of non-gaap adjustments. 26
Historical Financials Adjusted Non-Comp. Expense ($ in millions) FY 2012-2015 1Q15/1Q16 $73 $68 $73 $86 $17 $22 2012 2013 2014 2015 1Q15 1Q16 (2) Adj. GAAP Non-Comp. / Revenue (1) 21% 17% 18% 21% 20% 19% Note: See appendix for reconciliation of non-gaap adjustments. (1) 2015 Adjusted Non-Compensation Expense includes a number of costs relating to the merger & subsequent spin-off. (2) Non-Compensation Expense for the three months ended March 31, 2016 reflects a $3.3 million charge discussed in our Current Report on Form 8-K filed on April 8, 2016. The $3.3 million charge includes an offset for insurance recovery deemed to be probable of receipt. 27
Historical Financials Adjusted Pretax Income / (Loss) ($ in millions) FY 2012-2015 1Q15/1Q16 $101 $71 $47 $42 $21 Adj. GAAP Pre-Tax Income Margin ($2) 2012 2013 2014 2015 1Q15 1Q16 13% 18% 25% 10% NM 18% Note: See appendix for reconciliation of non-gaap adjustments. 28
GAAP Statements of Operations ($ in thousands) Revenues 3 Months Ended March 31, Year Ended Decem ber 31, 2016 2015 2015 2014 2013 2012 Advisory Fees $81,554 $58,674 $286,014 $271,278 $256,433 $244,439 Placement Fees 31,951 23,134 114,058 127,664 136,726 106,764 Interest Income and Other 1,799 517 5,866 2,127 3,795 3,414 Total Revenues 115,304 82,325 405,938 401,069 396,954 354,617 Expenses Compensation and Benefits 88,171 79,635 315,195 317,478 339,778 318,255 Occupancy and Related 6,418 5,282 32,682 25,601 21,715 22,332 Travel and Related 2,745 3,304 14,082 13,382 13,678 13,606 Professional Fees 3,496 2,529 19,814 10,837 12,344 13,713 Communications and Information Services 2,053 1,406 7,622 7,048 6,772 7,855 Depreciation and Amortization 3,901 1,527 14,872 7,773 8,775 10,612 (1) Other Expenses 5,787 3,331 7,607 11,412 7,692 7,435 Total Expenses 112,571 97,014 411,874 393,531 410,754 393,808 Income (Loss) Before Provision for Taxes 2,733 (14,689) (5,936) 7,538 (13,800) (39,191) Provision for Taxes 1,302 1,418 239 3,046 3,373 3,357 Net Income (Loss) $1,431 $(16,107) $(6,175) $4,492 $(17,173) $(42,548) (1) Non-Compensation Expense for the three months ended March 31, 2016 reflects a $3.3 million charge discussed in our Current Report on Form 8-K filed on April 8, 2016. The $3.3 million charge includes an offset for insurance recovery deemed to be probable of receipt. 29
Adjusted Pretax Income / (Loss) RECONCILIATION OF INCOME (LOSS) BEFORE PROVISION FOR TAXES TO ADJUSTED PRETAX INCOME / (LOSS) ($ in thousands) 3 Months Ended March 31, Year Ended December 31, 2016 2015 2015 2014 2013 2012 Income (Loss) Before Provision for Taxes $2,733 $(14,689) $(5,936) $7,538 $(13,800) $(39,191) Transactional Adjustments Compensation and Benefits (1) 15,368 11,904 36,924 91,294 81,981 83,529 Non-Compensation (2) 2,801 663 10,939 2,653 2,653 2,653 Adjusted Pretax Income / (Loss) $20,902 $(2,122) $41,927 $101,485 $70,834 $46,991 (1) This adjustment adds back to Income (Loss) Before Provision for Taxes certain transactional amounts related to Blackstone s IPO in 2007 and the spin-off from Blackstone on October 1, 2015. The adjustment to Compensation and Benefits relates principally to equity-based compensation charges. An adjustment has been made for equitybased compensation charges associated with the vesting during the periods presented of awards granted in connection with the Blackstone IPO in 2007 and severance incurred in connection with the spin-off (for periods through the third quarter of 2015). Additionally, for periods after October 1, 2015, the transactional equity-base compensation adjustment includes equity-based compensation expense associated with Partnership Units with both time-based vesting and market conditions and retention awards granted in connection with the spin-off. (2) This adjustment adds back to Income (Loss) Before Provision for Taxes amounts for the amortization of intangible assets which are associated with Blackstone s IPO and amortization related to intangible assets identified in connection with the acquisition of PJT Capital LP on October 1, 2015. 30
GAAP Reconciliation COMPENSATION EXPENSE ($ in thousands) 3 Months Ended March 31, Year Ended December 31, 2016 2015 2015 2014 2013 2012 GAAP Compensation Expense $88,171 $79,635 $315,195 $317,478 $339,778 $318,255 Transactional Adjustments (1) (15,368) (11,904) (36,924) (91,294) (81,981) (83,529) Adjusted Compensation Expense $72,803 $67,731 $278,271 $226,184 $257,797 $234,726 NON-COMPENSATION EXPENSE ($ in thousands) 3 Months Ended March 31, Year Ended December 31, 2016 2015 2015 2014 2013 2012 GAAP Total Expenses $112,571 $97,014 $411,874 $393,531 $410,754 $393,808 GAAP Compensation Expense (88,171) (79,635) (315,195) (317,478) (339,778) (318,255) Transactional Adjustments (2) (2,801) (663) (10,939) (2,653) (2,653) (2,653) Adjusted Non-Compensation Expense $21,599 $16,716 $85,740 $73,400 $68,323 $72,900 (1) See Footnote 1 on previous page. (2) See Footnote 2 on previous page. 31
Share Count Shares in millions 40.0 30.0 10.1 5.9 5.8 39.8 36.4 2.3 16.1 20.0 17.2 0.8 10.0 18.0 0.0 Unrestricted Class A Common Shares Restricted Class A Common Shares Vested PJT Holdings Held by (1) Blackstone Unvested PJT Holdings Held by PJT Executives and Partners Unvested RSU's to PJT Employees Post Spin Fully-Diluted Shares Outstanding (If-Converted) (2) Wtd. Avg. FD Shares Outstanding (Treasury Stock (2) Method) Class A Common Partnership Units Unvested Class A Common Lock Up Term No Restrictions October 2016 1 year 5.3 mm Units Oct. 2017 20% Oct. 2018 30% Oct. 2019 50% 0.6mm Units Various through 2021 3.7 mm Stay Incentives Mar. 2018-100% 0.4 mm March 2019-100% 1.7 mm Various through 2021 Note: As of March 31, 2016. (1) Approximately 1% held by Blackstone employees who transferred to PJT. (2) Excluded from Fully Diluted Shares Outstanding are 6.5 million unvested Partnership Units in PJT Partners Holdings LP that have yet to satisfy performance vesting conditions. 32
Balance Sheet Highlights > Debt-free at quarter-end Undrawn revolver of up to $80mm One-time build-out/start-up costs behind us > Ended the first quarter with net working capital of approximately $114mm > Deferred Tax Asset of $69mm 1 $57mm of the DTA is solely for the benefit of the public company and its shareholders 1 Amortized over a weighted average period of approximately 10 years 1 (1) As of December 31, 2015. 33