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Investor Presentation May 1, 2019

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Page 1: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Investor PresentationMay 1, 2019

Page 2: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Notices and DisclaimersForward-Looking StatementsThis 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 of1934, as amended. Forward-looking statements include certain information concerning future results of operations, business strategies, acquisitions, 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 statementsinclude all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “opportunity,” “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 notput 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 aresult 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 31,2018, 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 theSEC’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 uncertaintiesthat 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 Partnersto differ materially from those expressed in forward-looking statements.

Non-GAAP Financial MeasuresThis 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 orincludes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the UnitedStates 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 toinvestors 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; AdjustedCompensation and Benefits Expense and Adjusted Non-Compensation Expense. These non-GAAP measures, presented and discussed in this presentation, remove the significantaccounting impact of: (a) transaction-related compensation expense, including expense related to Partnership Units with both time-based vesting and market conditions as well as equity-based and cash awards granted in connection with the spin-off from The Blackstone Group L.P. (“Blackstone”) and acquisition of CamberView; (b) intangible asset amortization associatedwith Blackstone’s initial public offering (“IPO”), acquisition of PJT Capital LP, and acquisition of CamberView; (c) impairment of former CamberView leased spaces; and (d) the amount PJTPartners 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 mostdirectly comparable GAAP measures and further detail regarding the adjustments are provided on pages 25 and 28 of this presentation. For additional information about our non-GAAPfinancial measures, see our filings with the SEC.

DisclaimersThis 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 necessarilyagree 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 ouraffiliates 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 oralinformation 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 ofsuch 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 ofthe 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 notguarantee 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 notconstitute 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 recommendationby us or any of our affiliates. This document is not a research report nor should it be construed as such.

Presentation of InformationAll facts, metrics and other information provided herein are presented as of March 31, 2019 unless otherwise stated.

Copyright © 2019, PJT Partners Inc. (and its affiliates, as applicable). 2

Page 3: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

PJT Partners at a Glance

600Employees

75Partners

8Offices

49Advised clients in 49 countries

$3 trillion+Advised deal volume

$2 trillion+Total liabilities restructured

3

Page 4: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Formation

Build

Build the brand

Expand footprint, geography and expertise

Nurture a culture of collaboration

2016-2018

2015

Building from the Beginning

Transition

2015

Blackstone Pre-Spin

PJT Capital Pre-Spin

RestructuringAdvisoryParkHill

+

PJTCapital

=

PJTCapital

RestructuringStrategicAdvisory

ParkHill

Invest in best-in-class talent

4

Page 5: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Our Strategy: Build Premier Advisory-Focused Investment Bank

Strong Legacy, New Energy

> Combine proven 30-year

franchise with new high

energy firm to create

premier advisory-focused

investment bank

> Attract and retain top talent

at all levels to build

franchise for the long term

The Power of One

> Leverage relationships and

capabilities across our

highly complementary

businesses to better serve

clients and expand market

share

> Nurture cohesive culture of

collaboration and teamwork

Significant Growth Engine

> Continue to build out

Strategic Advisory business

> Expand into new sectors,

capabilities and

geographies

> Enhance client dialogues

and expand client footprint

through integration of PJT

Camberview’s leading

shareholder engagement

franchise

5

Page 6: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Why PJT Partners

Differentiated Growth Strategy

> Market share rather than a market size story

> Firm built to grow in almost any market environment

> Generating growth from collaboration across highly complementary businesses

> Substantial Strategic Advisory buildout

Potential for Significant Operating Leverage at Scale

Management Highly Aligned with Shareholders

#1

#3

#4

Benefits of Diverse, Balanced Businesses#2

6

Page 7: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Global Reach Beyond Physical Locations

Clients across

49countries

8offices in

5countries

75partners

globally

San FranciscoChicago

BostonNew York

London

Madrid

Hong Kong

Sydney

7

Page 8: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Thought Leadership Across a Broad Range of Industries

B T A BANK

8

Page 9: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Big Firm Capabilities…Small Firm Feel

Fundraising

ShareholderEngagement

Restructuring&

SpecialSituations

StrategicCapital Markets

StrategicAdvisory

> Contested Situations

> Corporate Finance

> Corporate Governance

> Debt Capital Markets

> Defense

> Direct Investments

> Equity Capital Markets / IPO

> Fundraising

> Liability Management

> M&A

> Private Capital Markets

> Restructuring & Special Situations

> Secondary Advisory

> Shareholder Vote Campaigns

9

Page 10: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Build out a premier franchise

Benefit from a partnership culture

The opportunity to:

Work with top practitioners

Client relationships

Collaborative approach

Premier Destination for Best-in-Class Talent

Character

Content

Best-in-class talent with:

Create long-term substantial value

What

We Offer

What

We Value

10

Page 11: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

10/1/15 1/1/16 1/1/17 1/1/18 3/31/19

Premier Destination for Top Talent at All Levels

328Employees

600Employees485

Employees

3/31/183/31/19

10/1/15

Employee Growth

46

49

54

65

39 15 16 5

Strategic Advisory Restructuring PJT Park Hill Corporate

Partner Growth

75

30 13 17 520 14 16 418 13 15 318 11 14 3

11

Page 12: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Strategic Advisory: Delivering Innovative Solutions to Highly Complex Challenges

~25Years average partner experience

$3 trillion+Advised deal volume

39Partners

36Advised clients in 36 countries

$171 billion2018 global announced M&A volume1

(1) Refinitiv (formerly known as Thomson Reuters) as of 3/31/19

#142018 global announced M&A volume1

12

Page 13: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Trusted Advisor in Strategic Advisory

Select Announced Transactions Since Spin

13

Page 14: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Source: Refinitiv (formerly known as Thomson Reuters) as of 3/31/19Note: Announced volumes since spin-off on 10/1/15 to 3/31/19

Building a Premier Strategic Advisory Franchise

#142018 Global Announced

M&A Volume

$288bnGlobal M&A transactions

$163bnGlobal Cross-

Border transactions

Largest2018 US

Cross-Border transaction

Largest2018 UK

Cross-Border transaction

Largest2018 Telecom

transaction

$154bnTMT

transactions

$127bnSponsor involved

transactions

$37bnHealthcare

transactions

$14bnReal Estate transactions

Largest2018 Media transaction

$14bnIndustrials

transactions

14

Page 15: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

5

18

20

27

37

39

Spin 2015 2016 2017 2018 1Q19

3

5

9

18

23

25

Spin 2015 2016 2017 2018 1Q19

Strategic Advisory: Long-Term Growth Driven by a Fast Growing Bench of Experienced Practitioners

STRATEGIC ADVISORY PARTNERS1 STRATEGIC ADVISORY PARTNERS WITH PJT FOR 2+ YEARS1

Notes:(1) Partner counts are as of period end(2) Individuals from Blackstone Advisory Partners that became part of PJT Partners post spin(3) Inclusive of individuals from CamberView Partners that became part of PJT Partners post acquisition

Announcement October 20142

Announcement October 20142

3 3

15

Page 16: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

PJT Camberview: Market Leadership in Shareholder Engagement

2012Year established

255+Complex proxy votes / campaigns1,2

45+Professionals including 3 partners

60+Proxy fights, shareholder activism and contested / complex M&A situations1

~50%Of the Fortune 1001

(1) Statistics cumulative to April 2019(2) Campaigns include activism, M&A, Director Against, Say-on-Pay and shareholder proposals

9Of the Fortune 101

16

Page 17: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Restructuring & Special Situations: Market Leadershipin Distressed Advisory Situations

1991 Year established

600+Distressed advisory situations in 30+ countries

~25Average years of experience across 15 partners

80+Professionals in New Yorkand London

$2 trillion+Total liabilities restructured

(1) Ranking sourced from Full Year 2018 Thomson Reuters Distressed Debt & Bankruptcy Restructuring Review

#2Worldwide announced Restructurings1

17

Page 18: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Advised on the 4 largest transactions of 20181

Leading Global Restructuring Franchise

#2 WorldwideAnnounced Restructurings

#2 United StatesAnnounced Restructurings

#2 EMEACompleted Restructurings

(1) Deals sourced from BankruptcyData.com, Standard & Poors and JPMorgan(2) Rankings sourced from Full Year 2018 Thomson Reuters Distressed Debt & Bankruptcy Restructuring Review

$23.7bn1.

2

2

2

$7.6bn3.

$11.0bn2.

$3.2bn4.

18

Page 19: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Restructuring & Special Situations:Global Reach and Unmatched Expertise

Creditor AssignmentsIn-Court AssignmentsOut-of-Court Assignments

19

Page 20: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

PJT Park Hill: The Leading Intermediary Advisor in the Alternative Asset Space

2005Year established

3,000+Investor relationships

25+Average years of experience across 16 partners

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

$300 billion+Raised by PJT Park Hill clients since inception, representing over 300 primary funds

$35 billion+Executed transactions by Secondary Advisory

20

Page 21: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

PJT Park Hill: Leading Advisor to Alternative Asset Managers

Private Equity

> Buyouts

> Growth equity

> Energy

> Distressed

> Special situations

> Private credit

> Infrastructure

Hedge Funds / Private Credit

> Public & private credit

> Public equity

> Structured finance

> Event driven

> Multi-strategy

> Special situations

> Global macro

Real Estate

> Opportunistic & value-add

> Core/core+

> JVs, clubs & SMA programs

> Debt/credit

> Portfolio recaps & direct sales

> Sector & regional operators

> Real assets

Secondary Advisory

> GP liquidity solutions

> GP tender offers

> GP recapitalizations

> LP portfolio solutions

> Asset strip sales

> Collateralized fund obligations

> Single asset SPVs

21

Page 22: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

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

22

Page 23: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Financials

Page 24: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

GAAP Statements of Operations

(Amounts in millions, except per share data)

Note: Totals may not add due to rounding

3 Months Ended 03/31, 12 Months Ended 12/31,

2019 2018 2018 2017

Revenues

Advisory $104.5 $103.5 $451.6 $386.3

Placement 23.3 26.1 111.0 102.8

Interest Income and Other 0.3 4.5 17.7 10.2

Total Revenues 128.1 134.0 580.2 499.3

Expenses

Compensation and Benefits 95.2 103.6 424.5 391.5

Occupancy and Related 7.1 6.8 27.1 26.9

Travel and Related 7.0 5.5 23.4 13.6

Professional Fees 5.8 5.2 20.6 19.3

Communications and Information Services 3.2 3.5 12.5 10.8

Depreciation and Amortization 3.6 2.0 10.0 8.1

Other Expenses 6.3 4.8 20.6 19.0

Total Non-Compensation Expense 33.0 27.8 114.3 97.7

Total Expenses 128.1 131.4 538.7 489.2

Income (Loss) Before Provision (Benefit) for Taxes ($0.1) $2.6 $41.5 $10.1

Provision (Benefit) for Taxes (1.0) (4.1) (1.0) 38.4

Net Income (Loss) $0.9 $6.7 $42.6 ($28.3)

Net Income (Loss) Attributable to Non-Controlling Interests (0.2) 1.5 15.4 4.2

Net Income (Loss) Attributable to PJT Partners Inc. $1.1 $5.2 $27.2 ($32.6)

Net Income (Loss) Per Share of Class A Common Stock — Basic $0.05 $0.27 $1.23 ($1.73)

Net Income (Loss) Per Share of Class A Common Stock — Diluted $0.04 $0.24 $1.16 ($1.73)

Weighted-Average Shares of Class A Common Stock Outstanding — Basic 23.8 19.4 21.9 18.9

Weighted-Average Shares of Class A Common Stock Outstanding — Diluted 40.0 23.9 24.3 18.9

24

Page 25: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Summary of GAAP to Adjusted Financial Information

(Amounts in millions, except per share data)

3 Months Ended 03/31, 12 Months Ended 12/31,

2019 2018 2018 2017

Revenues

Advisory $104.5 $103.5 $451.6 $386.3 Placement $23.3 $26.1 $111.0 $102.8 Interest Income and Other $0.3 $4.5 $17.7 $10.2

Total Revenues $128.1 $134.0 $580.2 $499.3

Compensation and Benefits Expense

Compensation and Benefits- US GAAP Basis 95.2 103.6 424.5 391.5

Adjustments:

Transaction-Related Compensation Expense (1) (13.2) (17.8) (52.6) (71.3) Compensation and Benefits- As adjusted $82.0 $85.8 $371.9 $320.2

Non-Compensation Expense

Non-Compensation- US GAAP Basis 33.0 27.8 114.3 97.7

Adjustments:

Amortization of Intangible Assets (2) (2.0) (0.6) (3.7) (2.4)

Spin-Off-Related Payable Due to Blackstone (3) (0.0) (0.8) (1.1) (3.0)

Impairment (4) – – (0.3) –

Non-Compensation- As adjusted $31.0 $26.4 $109.1 $92.3

Pretax Income (Loss)

Income (Loss) Before Provision (Benefit) for Taxes- US GAAP Basis (0.1) 2.6 41.5 10.1

Income Before Provision (Benefit) for Taxes- As adjusted $15.1 $21.8 $99.2 $86.8

Adjusted Taxes(5) 1.5 1.7 16.5 45.5

Net Income- As adjusted $13.6 $20.1 $82.7 $41.3

If-Converted Adjustments

Less: Adjusted Taxes (5) (1.5) (1.7) (16.5) (45.5)

Add: If-Converted Taxes (6) 3.8 4.9 22.7 28.1

Adjusted Net Income, If-Converted $11.4 $17.0 $76.5 $58.7

Adjusted Net Income, If-Converted Per Share $0.28 $0.44 $1.91 $1.54

Weighted-Average Shares Outstanding, If-Converted 41.1 38.6 40.1 38.0

Note: Totals may not add due to roundingSee “Notes to Financials” on page 28 for footnote detail 25

Page 26: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Capital Priorities

#1: INVEST IN OUR BUSINESS

> CamberView acquisition completed on October 1, 2018

> 83% Headcount growth since spin1

> 24% Headcount growth year-over-year2

#2: SHARE REPURCHASES

> $100mm increase to share repurchase program in April 2019

> ~3.4mm units exchanged for cash since spin1

> ~1.4mm open market repurchases3

> ~0.8mm employee net share settlements1

#3: DIVIDENDS

> Maintained $0.05 dividend

(1) Since spin-off on 10/1/15 to 3/31/19(2) 3/31/18 to 3/31/19(3) Repurchase program authorized October 2017; activity to 3/31/19 26

Page 27: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

22.524.3

22.524.3 23.8

9.2

10.0

9.2

10.0 12.5

1.3

2.55.0

3.4 5.0

3.4 3.44.14.3 4.1

4.31.3

40.742.1 42.0

44.5

41.1

3/31/2018

(Excl. Earn-Outs)

3/31/2019

(Excl. Earn-Outs)

3/31/2018 3/31/2019 Wtd. Avg. FD Shares

Outstanding (Treasury Stock

Method)

Class A Common Shares Vested Holdings Units Earn-Out Awards Unvested Holdings Units Unvested RSUs

Continued Focus on Share Count Management

SHARE COUNT1

Share count in mm

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 3/31/19 Fully-Diluted Shares Outstanding are 3.8 million unvested

Partnership Units and 0.3 million RSUs that have yet to satisfy certain market conditions. Included in Class A Shares are Vested, Undelivered Shares. (2) Fully-Diluted 3/31/19 Vested Holdings Units include ~6.8 million shares held by current and former Blackstone partners(3) Weighted-average for the three months ended 3/31/19. Assumes all Partnership Units are fully converted and unvested RSUs are converted under the treasury stock method to Class

A common stock. Weighted-average earn-out awards included in vested Holdings Units.

3Fully-Diluted Shares Outstanding (If-Converted)

2

3%

Excluding earn-out awards, share count is up 3% YoY managed through ~2.6mm of repurchases

2

27

Page 28: Investor Presentation · 2019-05-01  · This presentation contains certain non-GAAP financial measures. A “non-GAAP financial measure”is defined as a numerical measure of a company’sfinancial

Notes to Financials

1. This adjustment adds back to GAAP Pretax Income (Loss) transaction-related compensation expense for Partnership Units with both time-based vesting and market conditions as well as equity-based and cash awards granted in connection with the spin-off from Blackstone and the acquisition of CamberView.

2. This adjustment adds back to GAAP Pretax Income (Loss) amounts for the amortization of intangible assets that are associated with Blackstone’s IPO, the acquisition of PJT Capital LP on October 1, 2015 and the acquisition of CamberView on October 1, 2018.

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 GAAP Statements of Operations.

4. This adjustment adds back to GAAP Pretax Income (Loss) the impairment on former CamberView leased space.

5. Represents taxes on Adjusted Pretax Income, considering both current and deferred income tax effects for the current ownership structure.

6. 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.

28