8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2015

PJT Partners Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-36869	36-4797143
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

280 Park Avenue New York, New York	10017
(Address of principal executive offices)	(Zip Code)

(212) 364-7800

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

Representatives of PJT Partners Inc. (the “Company”) will use the attached presentation in various meetings with analysts and investors regarding the Company and its business in connection with the commencement of “when-issued” trading of the Company’s Class A common stock on September 18, 2015. A copy of the presentation is attached hereto as Exhibit 99.1.

The information contained in this Item 7.01 to the Company’s Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Investor Presentation dated September 17, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 17, 2015

PJT Partners Inc.
By:	/s/ Michael S. Chae
	Michael S. Chae
	Authorized Person

EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor Presentation dated September 17, 2015.

EX-99.1

Introduction to Investors

September 2015

Exhibit 99.1

1

Notices and Disclaimers

Copyright © 2015, PJT Partners Inc. (and its affiliates, as applicable).

This

presentation

contains

forward-looking

statements,

including

those

about

PJT

Partners

Inc.’s

(the

“Company”)

outlook

and

prospects,

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

Forward-looking

statements

are

those

which

are

not

historical

facts.

These

and

other

statements

that

relate

to

future

results

and

events

are

based

on

the

Company’s

current

expectations

as

of

September

2,

2015.

Our

actual

results

in

future

periods

may

differ

materially

from

those

currently

expected

because

of

a

number

of

risks

and

uncertainties.

The

risks

and

uncertainties

that

we

believe

are

material

are

described

in

the

Risk

Factors

section

of

the

Information

Statement

that

is

an

exhibit

to

PJT

Partners’

Registration

Statement

on

Form

10,

which

was

filed

with

the

Securities

and

Exchange

Commission

dated

September

2,

2015,

SEC

File

No.

001-36869.

Please

consult

these

documents

for

a

more

complete

understanding

of

these

risks

and

uncertainties.

We

disclaim

any

intention

or

obligation

to

update

or

revise

any

forward-looking

statements,

whether

as

a

result

of

new

information,

future

events

or

otherwise,

except

as

may

be

required

by

law.

Our

outlook

is

provided

for

the

purpose

of

providing

information

about

our

current

expectations

for

2015

and

the

general

outlook

for

the

business

in

the

longer

term.

This

information

may

not

be

appropriate

for

other

purposes.

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

Adjusted

Pre-Tax

Income,

a

non-GAAP

financial

measure,

to

GAAP

Income

(Loss)

Before

Provision

for

Taxes

in

the

Appendix

to

this

presentation.

Adjusted

Pre-Tax

Income

is

presented

because

management

believes

that

such

a

financial

measure,

when

viewed

with

the

Company’s

results

of

operations

in

accordance

with

GAAP

and

the

reconciliation

of

Adjusted

Pre-Tax

Income

to

Income

(Loss)

Before

Provision

for

Taxes,

provides

additional

information

to

investors

about

certain

transaction-related

charges

arising

from

the

spin-off

related

transactions.

You

should

not

consider

Adjusted

Pre-Tax

Income

in

isolation,

or

as

a

substitute

for

analysis

of

results

as

reported

under

GAAP.

Our

calculation

of

Adjusted

Pre-Tax

Income

may

not

be

comparable

to

that

reported

by

other

companies.

For

additional

information

about

our

non-GAAP

financial

measures,

see

our

filings

with

the

Securities

and

Exchange

Commission.

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.

This

document

may

include

information

from

the

S&P

Capital

IQ

Platform

Service.

Such

information

is

subject

to

the

following:

“Copyright

©

2015,

S&P

Capital

IQ

(and

its

affiliates,

as

applicable).

This

may

contain

information

obtained

from

third

parties,

including

ratings

from

credit

ratings

agencies

such

as

Standard

&

Poor’s.

Reproduction

and

distribution

of

third

party

content

in

any

form

is

prohibited

except

with

the

prior

written

permission

of

the

related

third

party.

Third

party

content

providers

do

not

guarantee

the

accuracy,

completeness,

timeliness

or

availability

of

any

information,

including

ratings,

and

are

not

responsible

for

any

errors

or

omissions

(negligent

or

otherwise),

regardless

of

the

cause,

or

for

the

results

obtained

from

the

use

of

such

content.

THIRD

PARTY

CONTENT

PROVIDERS

GIVE

NO

EXPRESS

OR

IMPLIED

WARRANTIES,

INCLUDING,

BUT

NOT

LIMITED

TO,

ANY

WARRANTIES

OF

MERCHANTABILITY

OR

FITNESS

FOR

A

PARTICULAR

PURPOSE

OR

USE.

THIRD

PARTY

CONTENT

PROVIDERS

SHALL

NOT

BE

LIABLE

FOR

ANY

DIRECT,

INDIRECT,

INCIDENTAL,

EXEMPLARY,

COMPENSATORY,

PUNITIVE,

SPECIAL

OR

CONSEQUENTIAL

DAMAGES,

COSTS,

EXPENSES,

LEGAL

FEES,

OR

LOSSES

(INCLUDING

LOST

INCOME

OR

PROFITS

AND

OPPORTUNITY

COSTS

OR

LOSSES

CAUSED

BY

NEGLIGENCE)

IN

CONNECTION

WITH

ANY

USE

OF

THEIR

CONTENT,

INCLUDING

RATINGS.

Credit

ratings

are

statements

of

opinions

and

are

not

statements

of

fact

or

recommendations

to

purchase,

hold

or

sell

securities.

They

do

not

address

the

suitability

of

securities

or

the

suitability

of

securities

for

investment

purposes,

and

should

not

be

relied

on

as

investment

advice.”

All

facts,

metrics

and

other

information

provided

herein

are

presented

as

of

9/11/15

unless

otherwise

stated.

Presentation of Information

Non-GAAP Financial Measures

Forward-Looking Statements

2

Transaction Summary

TRANSACTION

Blackstone Advisory merges with PJT Capital followed by spin-off

PUBLIC COMPANY

PJT Partners

Inc.

DISTRIBUTED

SECURITY

Class A Common Stock

EXCHANGE

NYSE

TICKER

PJT

DISTRIBUTION RATIO

1:40

INITIAL

FLOAT

15.4

million

RECORD DATE

September

22, 2015

WHEN-ISSUED DATE

September 18, 2015

TRADING DATE

October 1, 2015

Today’s Presenters

Ji-Yeun Lee

MANAGING PARTNER

Helen Meates

CHIEF FINANCIAL OFFICER

Paul J. Taubman

CHAIRMAN & CEO

3

4

We Are PJT Partners

5

We Are Frequently Asked…

… Why this transaction?

>

Two

anchor

businesses

–

alpha

play

on

advisory

World-class fund placement and restructuring businesses

Proven ability to build premier advisory business

>

Creating a best-in-class platform to better serve clients

… Why go public now?

>

Beginning the journey now

Not raising capital

Not seeking liquidity

>

Accelerant for growth and unlocking value

Unshackled from Constraints to Be Even More Powerful

STRATEGIC

ADVISORY

RESTRUCTURING &

SPECIAL

SITUATIONS

PARK HILL

Financial Sponsors

Investing Businesses

within Blackstone

Corporate Clients

X

X

X

X

X

HISTORICAL CONSTRAINTS

X

X

6

Bringing Together Relationships and Capabilities to Better

Serve Clients

Strategic

Advisory

Park Hill

Restructuring

Access

Relationships

Transaction Flows

Capital

7

30 Years New: A Start-Up With Instant Scale

8 offices

Headquartered in New York, NY

46 partners

37  Americas, 9  Europe

~330 employees

235 Americas, 83 Europe, 10 Asia-Pacific

24 years

Average partner experience

8

Create long-term value

Make a difference

Be part of a premier franchise

Be surrounded by leading talent

Client relationships

Collaboration

Premier Destination for Best-in-Class Talent

WHAT WE OFFER

WHAT WE VALUE

Alpha players with:

Content

Character

9

Proven Management Team: Ability to Scale

Name

Role

Years of

Experience

Former Position

Executive Officers

Paul J. Taubman

Chairman & CEO

33

Co-President of Institutional Securities at

Morgan Stanley

Ji-Yeun Lee

Managing Partner

26

Deputy Head of Global Investment Banking at

Morgan Stanley

Helen Meates

Chief

Financial Officer

22

Deputy Head of Global Capital Markets at

Morgan Stanley

James Cuminale

General Counsel

37

Chief Legal Officer at Nielsen

Other Senior Management

Paige Costigan

Chief

Operating Officer

15

CAO of Global Investment Banking at Morgan

Stanley

Sharon

Pearson

Head of Investor & External

Relations

20

Associate

Director

of

Equity

Research

at

Morgan Stanley

Richard Itri

Chief Technology Officer

18

CIO at Sky Road

Steven

Murray

Global Head of Human Resources

14

Global

Head

of

Compensation at UBS

Investment

Bank

CORPORATE TEAM

10

PJT Partners Scorecard –

To Date

>

Talent retention

>

Culture of collaboration

>

High quality hires

Attracted to vision and platform

>

Built out public company infrastructure

Board

Management team

Systems/controls

Facilities

11

PJT Partners Scorecard –

Going Forward

>

Continue to attract talent

>

Realize benefits of demerger and collaboration

>

Franchise/brand building

Mind share

Win rate

Announcements

12

A Powerful Beginning

Built to be an alpha play

>

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

13

Park Hill: The Leading Intermediary in the

Alternative Asset Space

(1)

Preqin

Special Report: Private Equity Secondary Market. Mar. 2015.

(2)

Amount as of 6/30/15.

2005

Year established

84

Professionals in New York,

Chicago, Hong Kong, London, San

Francisco and Sydney

3,000+

Investor relationships

24

Average years of experience across

14 partners

~20%

Market share of secondary transaction

volume

$260bn+

Raised by Park Hill clients since

inception, representing 194 primary

funds

(2)

(1)

14

Park Hill: Leading Market Position in Each of the

Principal Alternative Asset Categories

(1)

Represents clients served across multiple verticals.

Private

Equity

Hedge

Fund

Real

Estate

Secondary

Advisory

(1)

(1)

(1)

(1)

15

Benefit from PJT

Advisory Alignment

>

Leveraging advisory relationships

>

Portfolio monetization opportunities

>

Bespoke investment opportunities

>

Enhanced real estate capabilities/collaboration

Build Out Existing

Capabilities/Execute on

Core Strengths

>

Continue to capture GP recapitalization

opportunities

>

Lead in high-growth securitization space

>

Increase market share via specialist model

>

Expand breadth of products across all four verticals

Park Hill: Growth Opportunities

16

Restructuring & Special Situations: Market Leadership in

Advising Distressed Companies

(1)

As of 6/30/15.

(2)

Represents

total

liabilities

restructured

by

professionals

based

in

New

York

and

London.

Certain

transactions

were

previously

attributed

to

the

advisory

business.

(3)

Certain partners and professionals were previously considered part of the advisory business.

1991

Year established

60

Professionals based in New

York and London

(3)

~430 

Distressed advisory situations

(1)

#1

Global completed and announced

worldwide restructurings –

Thomson Reuters 2015

(1)

22

Average years of experience across

11 partners

(3)

~$1.6 trillion

Total liabilities restructured

(1)(2)

17

OUT-OF-COURT ASSIGNMENTS

Restructuring & Special Situations: Global Reach

and Unmatched Expertise

IN-COURT ASSIGNMENTS

CREDITOR ASSIGNMENTS

Completed Restructurings in More than 30 Countries

18

AUTOMOTIVE

Restructuring & Special Situations: Significant Industry

Expertise and Experience in Key Sectors

Ford Motor Company

General Motors

Goodyear Tire & Rubber

GAMING

Caesars Entertainment

Foxwoods Casino

Mohegan Tribal Gaming

CHEMICALS

Dow Corning

Specialty Products Holding

W.R. Grace & Co.

COAL

New World Resources

Patriot Coal

Walter Energy

COMMUNICATIONS

Clearwire

Lightsquared

NII Holdings

CONSUMER PRODUCTS

CEDC

Eastman Kodak

Hostess Brands

ENERGY & POWER

Dynegy

Edison Mission Energy

Energy Future Holdings

FINANCIAL SERVICES

Ambac Financial Group

MBIA re: Bank of America

Northern Rock

HEALTHCARE

Angiotech Pharmaceuticals

Four Seasons Health Care

M*Modal

LEISURE

Indianapolis Downs

Los Angeles Dodgers

Travelport

MANUFACTURING

Covalent Materials

Essar Steel Algoma

NewPage

MEDIA

CSN Houston

Relativity Media

Tribune Company

MUNICIPAL

Detroit

Jefferson County

Puerto Rico

OIL & GAS

Endeavour International

OGX

Samson Resources

PUBLISHING

Cengage Learning

Houghton Mifflin

GateHouse Media

REAL ESTATE

Homex

Kerzner International

IVG Immobilien

RETAIL

Barneys New York

BCBG Max Azria Group

J.C. Penney

SHIPPING

Genco Shipping & Trading

ZIM Integrated Shipping

Nautilus Holdings

SOVEREIGN

Dubai World

Greece

Iceland

TRANSPORTATION

Delta Air Lines

Hawker Beechcraft

Pinnacle Airlines

19

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

–

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

Restructuring & Special Situations: Growth Opportunities

20

Strategic Advisory: Transition and Transform

>

Historically the most constrained of the three businesses

–

Most significant dislocations

–

Most significant growth opportunities

>

Exceeded expectations in ability to attract senior talent

–13 new advisory partners added…and counting

>

20% more advisory partners today than at time of spin/merge announcement

>

Intend to continue build-out of advisory team

–

Focus on talent not organization chart

21

Strategic Advisory: Small Firm Feel with Big Firm Capabilities

10

Product Experts

5

Partners with 20+ years experience

at previous firm

7

Regional Experts

7

Institutions Represented

13

Industry Experts

9

Partners with 10+ years experience

at previous firm

18… and

counting

Partners

100%

Former Group Heads/Senior

Management Positions

22

An Alpha Play on Advisory

MACRO

>

Continue to transform the

Strategic Advisory business

>

Commercial impact of

difference makers

>

Footprint expansion

>

Enhanced win rate through

collaboration with other

businesses

>

Established market demand for

our services

>

Share/influence of smaller,

more focused firms continues

to grow

>

M&A as a corporate tool not

going away

EMBEDDED MACRO GROWTH

FAVORABLE MACRO TRENDS

+

23

Strong Balance Sheet

>

Debt-free at closing

–

Undrawn revolver of up to $80 million

–

One-time build-out/start-up costs behind us

>

Ordinary course working capital

>

Deferred tax asset of $117 million (pro forma as of 6/30/15)

24

Fully-Diluted Shares Outstanding

(Shares in Millions)

Note: Represents the composition of fully-diluted shares outstanding at the time of spin-off. Excludes an aggregate of approximately 6.5 million shares deliverable on settlement of

earn-out awards subject to time and performance-based vesting, as described in the Form 10.

(1)

Represents shares owned by Blackstone insiders and PJT employees.

15.4

12.7

11.1

39.2

Initial Float

Non-Float

(Vested)

PJT Employees

(Unvested)

Fully-Diluted Shares

(1)

25

Historical Financials

HISTORICAL REVENUE

($ in Millions)

Note: Excludes historical PJT revenues. Totals may not add due to rounding.

(1)

Includes interest income and other revenue.

(2)

Average number of Partners/Senior Managing Directors in a corresponding year.

(1)

Partners

(2)

38

38

38

244

256

271

110

141

130

$355

$397

$401

2012

2013

2014

Advisory Fees

Placement Fees/

Other

26

Recent/Projected Financial Performance

HISTORICAL/PROJECTED REVENUE

($ in Millions)

Note: Totals may not add due to rounding.

68

105

80

149

$173

$228

$401

1H '14

2H '14

2014

82

72

$155

>$246

>$401

1H '15

2H '15F

2015F

+

=

+

=

Q1

Q2

Q3

Q4

2H '15

Total

27

Non-Compensation Expense

HISTORICAL

ADJUSTED

NON-COMPENSATION

EXPENSE

(1)

($ in Millions)

Non-Comp/Revenue

21%

18%

17%

Note: See appendix for reconciliation of non-GAAP adjustments.

(1)

Excludes

amortization

of

Blackstone

IPO

awards

of

$2.7

million,

$2.7

million,

$2.8

million

and

$1.3

million

in

2012,

2013,

2014

and

1H

'15,

respectively.

(2)

Adjusted to reflect additional expenses of $0.7 million in 2014 and $3.4 million and $1.3 million in 1H '15 related to occupancy and related and professional fees, respectively.

-

(2)

(2)

30

5

$73

$68

$73

$35

2012

2013

2014

1H '15

28

Compensation Expense

HISTORICAL ADJUSTED COMPENSATION EXPENSE

(1)

($ in Millions)

Comp/Revenue

66%

-

65%

(2)

63%

(2)

226

116

28

10

$235

$258

$254

$126

2012

2013

2014

1H '15

Note: See appendix for reconciliation of non-GAAP adjustments. The adjustments include principally equity-based compensation charges associated with Blackstone’s

IPO

in

2007

and

special

equity

awards

from

reissued

IPO

units.

These

awards

vested

from

2007

to

2015,

and

will

be

non-recurring

after

2015.

(2)

Adjusted to reflect $27.7 million and $9.6 million of incremental equity-based compensation expense in connection with the spin-off as a result of a change in

vesting period and distributions related to the Bonus Deferral Plan in 2014 and 1H '15, respectively.

(1)

Excludes amortization of Blackstone IPO awards of $83.5 million, $82.0 million, $71.5 million and $23.1 million in 2012, 2013, 2014 and 1H '15, respectively, and

severance of $19.8 million in 2014 and $0.3 million for 1H '15.

29

Adjusted Pre-Tax Income

HISTORICAL ADJUSTED PRE-TAX INCOME

($ in Millions)

Note: See appendix for reconciliation of non-GAAP adjustments. Totals may not add due to rounding.

(1) Excludes additional expense of $27.7 million related to the change in vesting period and distributions related to the Bonus Deferral Plan.

Margin

13%

19%

18%

(1)

$75

$102

$47

$71

2012

2013

2014

30

31

Revenue

>

Stable despite

significant merger

dislocations

Non-Compensation

Expense

>

Largely Blackstone

allocations

Compensation

Expense

Outlook: Focus on Growth in Revenue and Pre-Tax Income

>

Revenue growth

>

Similar in aggregate

to historical levels

Principally Awarded compensation

Additionally, GAAP excluding all

transaction-related amortization

>

Accelerating

revenue growth

>

Evidence of

operating leverage

2015

2016F

2017F+

Year of Transition

Franchise Building

Growth through

Franchise Building/

Return on Investment

>

Management Focus:

Why PJT Partners

2

3

Differentiated growth strategy

–

Spin-off serves as a catalyst for growth

Value creating expansion strategy

–

Global presence and connectivity with less overhead

Management highly aligned with shareholders

–

Incentives aligned with increasing shareholder value

1

32

Your Results

Are Our Reputation

33

Appendix

Strong Board Oversight: Broad-based and Relevant

Experience

NON-EXECUTIVE BOARD MEMBERS

Name

Current

& Former Positions

Dennis

Hersch

>

Wexner

family advisor and L Brands Board member

>

Former Global Chairman of M&A at J.P. Morgan

>

Former Partner at Davis Polk & Wardwell

Emily

Rafferty

>

Chair,

Board

of Directors

of the Federal Reserve Bank of New York

>

President Emerita,

The Metropolitan Museum of Art

Thomas

Ryan

>

Former Chairman and CEO of CVS Health Corporation, formerly known as CVS

Caremark Corporation

>

Serves

as

a

member

of

the

Board

of

Directors

of

Yum!

Brands

and

Five

Below,

Inc.

>

Former

member

of

the

Boards

of

Directors

of

Bank

of

America,

Reebok

International

Ltd., and Vantiv, Inc.

Kenneth

Whitney

>

Former Head of the Investor Relations & Business Development Group at

Blackstone 

>

Formerly

at

Coopers

&

Lybrand,

now

known

as

PricewaterhouseCoopers

35

PJT Infrastructure

Facilities

Finance

–

Tax

–

Compensation

–

Public company reporting

–

External relations

–

Internal audit

Human resources

Information technology

Legal and compliance

FULLY INDEPENDENT PJT

INFRASTRUCTURE

ONE-TIME START-UP

COSTS BEHIND US

>

Built out new offices (New York, London

and Hong Kong)

>

Closed offices (Frankfurt and Atlanta)

>

Consolidated Menlo Park office into San

Francisco

>

Global financial reporting systems

>

Global HR systems

>

Global IT infrastructure

Blackstone Transition Services Agreement (TSA) in place but we intend to primarily use it for tax and compensation

Note: The TSA terms are 24 months, additional services provided as necessary and termination with 60 day notice.

36

GAAP Statements of Operations

($ in Thousands)

6 Months Ended

June 30,

Year Ended December 31,

2015

2014

2013

2012

Revenues

Advisory Fees

$105,266

$271,278

$256,433

$244,439

Placement Fees

48,323

127,664

136,726

106,764

Interest Income

1,530

3,046

2,955

3,809

Other

(325)

(919)

840

(395)

Total Revenues

154,794

401,069

396,954

354,617

Expenses

Compensation and Benefits

139,760

317,478

339,778

318,255

Occupancy and Related

14,044

25,601

21,715

22,332

Travel and Related

6,306

13,382

13,678

13,606

Professional Fees

5,966

10,837

12,344

13,713

Communications and Information Services

2,791

7,048

6,772

7,855

Other Expenses

7,055

19,185

16,467

18,047

Total Expenses

175,922

393,531

410,754

393,808

Income (Loss) Before Provision for Taxes

(21,128)

7,538

(13,800)

(39,191)

Provision for Taxes

2,002

3,046

3,373

3,357

Net Income (Loss) Attributable to PJT Partners

$(23,130)

$4,492

$(17,173)

$(42,548)

37

6 Months Ended

June 30,

Year Ended December 31,

2015

2014

2013

2012

Income (Loss) Before Provision for Taxes

$(21,128)

$7,538

$(13,800)

$(39,191)

Adjustments

Compensation and Benefits

(1)

23,337

91,294

81,981

83,529

Occupancy and Related

(2)

3,360

679

-

-

Professional Fees

(2)

1,303

44

-

-

Communications and Information Services

(2)

8

-

-

-

Other Expenses

(3)

1,311

2,828

2,653

2,653

Adjusted Pre-Tax Income

$8,191

$102,383

$70,834

$46,991

Adjusted Pre-Tax Income

RECONCILIATION OF INCOME (LOSS) BEFORE PROVISION FOR TAXES TO ADJUSTED PRE-TAX INCOME

($ in Thousands)

(1)

This adjustment adds back to Income (Loss) Before Provision for Taxes amounts for Transaction-Related charges, which include principally equity-based compensation charges associated with

Blackstone’s IPO, special equity awards from reissued IPO units and severance. Severance was $19.8 million for the year ended December 31, 2014 and $0.3 million for the six months ended

June 30, 2015. There were no severance costs related to the spin-off that were incurred during the years ended December 31, 2013 and 2012. The $19.8 million of severance costs for the year

ended December 31, 2014 consists of $14.6 million of cash-based severance payments and $5.2 million of equity-based severance payments. The cash severance amount is based on

Blackstone’s plan to provide departing employees with 50% of their 2014 total cash compensation amount. The equity amount is based on accelerated vesting of certain equity awards held by

departing employees. The balance of this adjustment relates to equity-based compensation charges associated with the vesting during the periods presented of awards granted and re-issued in

connection with the Blackstone IPO in 2007. These awards have vested or will vest in the period from 2007 through 2015. As these awards represent payment for prior existing ownership

interests, and as the associated expense is not expected to recur in periods after 2015, we believe that the presentation of a non-GAAP financial measure that excludes the expense associated

with their vesting, as well as non-recurring severance costs associated with the spin-off, provides useful insights into the results of the business in the periods presented. We expect to incur costs

for similar equity-based awards after the spin-off as further discussed in “Certain Relationships and Related Party Transactions—Agreements with Blackstone Related to the Spin-Off—Employee

Matters Agreement” in the Form 10. We also expect to incur incremental costs for similar equity-based awards to be put in place at the time the spin-off is consummated as discussed in the

Unaudited Pro Forma Combined Statement of Operations in adjustment (f) in the Form 10. Had these similar plans been in place on January 1, 2014, the incremental expense to the Company, as

also noted in pro forma adjustment (f) to the Unaudited Pro Forma Combined Financial Statements, would have been $27.7 million for the year ended December 31, 2014 and $9.6 million for the

six months ended June 30, 2015.

(2)

These adjustments add back to Income (Loss) Before Provision for Taxes Transaction-Related charges associated with the spin-off.

(3)

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.

38

GAAP Reconciliation

COMPENSATION EXPENSE

($ in Thousands)

NON-COMPENSATION EXPENSE

($ in Thousands)

(1)

See Footnote 3 on page 38.

(2)

See Footnote 2 on page 38.

6 Months

Ended June 30,

Year Ended December 31,

2015

2014

2013

2012

GAAP Compensation Expense

$139,760

$317,478

$339,778

$318,255

Amort. of Blackstone IPO Awards

(23,060)

(71,453)

(81,981)

(83,529)

Severance

(277)

(19,841)

-

-

Adjusted Compensation Expense

$116,423

$226,184

$257,797

$234,726

6 Months

Ended June 30,

Year Ended December 31,

2015

2014

2013

2012

GAAP Total Expenses

$175,922

$393,531

$410,754

$393,808

GAAP Compensation Expense

(139,760)

(317,478)

(339,778)

(318,255)

Amort.

of

Blackstone

IPO

Intangible

Assets

(1)

(1,311)

(2,828)

(2,653)

(2,653)

Occupancy

and

Related

(2)

(3,360)

(679)

-

-

Professional

Fees

(2)

(1,303)

(44)

-

-

Communications

and

Information

Services

(2)

(8)

-

-

-

Adjusted Non-Compensation Expense

$30,180

$72,502

$68,323

$72,900

39