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Investor Presentation March 31, 2016

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Page 1: Investor Presentations2.q4cdn.com/989764468/files/doc_presentations/2016/PJT... · 2016-06-06 · A Start-Up with Instant Scale Note: Data as of March 31, 2016. 8 offices Headquartered

Investor Presentation

March 31, 2016

Page 2: Investor Presentations2.q4cdn.com/989764468/files/doc_presentations/2016/PJT... · 2016-06-06 · A Start-Up with Instant Scale Note: Data as of March 31, 2016. 8 offices Headquartered

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).

Notices and Disclaimers

2

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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

3

Built to be an alpha play

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A Start-Up with Instant Scale

Note: Data as of March 31, 2016.

8 offices Headquartered in New York, NY

48 partners

38 Americas, 10 Europe

368 employees

261 Americas, 97 Europe, 10 Asia-Pacific

20+ years Average partner experience

October 1, 2015 Merger and Spin-off; NYSE listing

30 Years

Proven track record with start-up feel

4

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Unshackled from Constraints to Be Even More Powerful

Historical Constraints

Financial Sponsors Investing Businesses

within Blackstone Corporate Clients

Strategic Advisory

Restructuring & Special Situations

Park Hill

5

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Bringing Together Relationships and Capabilities to Better Serve Clients

Strategic Advisory

Park Hill Restructuring

Access

Relationships

Transaction Flows

Capital

6

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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

7

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8

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

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Park Hill: The Leading Intermediary in the Alternative Asset Space

(1) As of March 31, 2016. (2) Prominent Placement Agents in 2015.

2005 Year established

84 Professionals in New York, Chicago, Hong Kong, London, San Francisco and Sydney(1)

3,000+ Investor relationships

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)

9

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Park Hill: Leading Market Position in Each of the Principal Alternative Asset Categories

10

Private Equity Hedge Fund Real Estate Secondary Advisory

> Buyouts

> Sector Specific

> Energy

> Distressed

> Special Situations

> Credit-Direct Lending

> Infrastructure

> Long/Short Equity

> Global Macro

> Event-Driven

> Structured Finance

> Commodities

> Credit

> Multi-strats

> Opportunistic & Value-Add

> Sector & Regional Operator Strategies

> Core/Core+ (Closed & Open-End)

> Debt

> JV Programs

> Direct Recaps

> LP Fund Portfolios

> Fund Recaps

> Securitizations

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Park Hill: Leading Market Share and Brand Recognition

Scale enables product specialization

SPECIALIST MODEL

CONSISTENT PROCESS

GLOBAL REACH

Leading position in each vertical allows cross collaboration

New cross vertical products

UNRIVALED SCALE

FREQUENT MANAGER IDENTIFICATION

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Park Hill: Growth Opportunities

Benefit from PJT Advisory Alignment

> Leveraging investor relationships across Advisory and Park Hill

> Portfolio monetization opportunities

> Bespoke investment opportunities

> Enhanced real estate capabilities/collaboration

Build Out Existing Capabilities/Execute on

Core Strengths

> Continue to capture GP recapitalization and securitization opportunities

> Increase market share via specialist model

> Expand breadth of products across all four verticals

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Restructuring & Special Situations: Market Leadership in Advising Distressed Companies

(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.

MBLM

1991 Year established

72 Professionals based in New York and London(1)

~470 Distressed advisory situations(1)

#1 Worldwide and US Completed and Announced Restructuring – Thomson Reuters 1Q 2016(1)

20+ Average years of experience across 13 partners(1)

~$1.8 trillion Total liabilities restructured(1)(2)

13

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Restructuring & Special Situations: Global Reach and Unmatched Expertise

B T A BANK

Completed Restructurings in More than 30 Countries

In-Court Assignments Creditor Assignments Out-of-Court Assignments

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Caesars Entertainment

Foxwoods Casino

Mohegan Tribal Gaming

New World Resources

Arch Coal

Walter Energy

Dow Corning

Specialty Products Holding

W.R. Grace & Co.

CEDC

Eastman Kodak

Hostess Brands

Dynegy

Edison Mission Energy

Energy Future Holdings

Ambac Financial Group

MBIA re: Bank of America

Northern Rock

Cengage Learning

Houghton Mifflin

GateHouse Media

15

Restructuring & Special Situations: Significant Industry Expertise and Experience in Key Sectors

Gaming

Chemicals Coal Communications

Consumer Products Energy & Power Financial Services

Healthcare Leisure Manufacturing Media

Municipal Oil & Gas Publishing Real Estate

Retail Shipping Sovereign Transportation

Clearwire

Lightsquared

Oi

Angiotech Pharmaceuticals

Four Seasons Health Care

M*Modal

Indianapolis Downs

Los Angeles Dodgers

Travelport

Covalent Materials

Essar Steel Algoma

NewPage

CSN Houston

Relativity Media

Tribune Company

Detroit

Jefferson County

Puerto Rico

Endeavour International

OGX

Samson Resources

Homex

Kerzner International

IVG Immobilien

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

Ford Motor Company

General Motors

Goodyear Tire & Rubber

Automotive

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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-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

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Strategic Advisory: Small Firm Feel with Big Firm Capabilities

As of March 31, 2016. 17

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

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Strategic Advisory: Breadth of Services & Capabilities

Providing independent M&A and capital markets advisory services to corporate clients and raising capital from the private and public capital markets

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.

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

Overview

> Serve as placement agent to companies looking to raise private equity, equity-linked 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:

> 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

Private Capital Markets

18

Providing M&A and capital markets advisory services to corporate clients and raising capital from the private and public capital markets

Capital Markets Advisory M&A

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.

Scope of services includes:

> Mergers and Acquisitions

> Joint Ventures

> Divestitures

> Takeover Defenses

> Distressed Sales

> Spin-offs

> Asset Swaps

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An Alpha Play on Advisory

> Continue to transform the Strategic Advisory business

> Commercial impact of difference makers

> Footprint expansion

> Enhanced win rate through collaboration with other businesses

> Share/influence of smaller, more focused firms continues to grow

> M&A as an essential corporate tool

MACRO

Embedded Growth Favorable Long-Term Trends

+

19

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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

Significantly increase the breadth and depth of our

Advisory franchise

> 9 Advisory partners hired in 2015

> Advisory backlog continues to build with many new mandates and significant assignments

Remain the premier destination for talent

> Continue to attract top talent at all levels

> Significant success on campus

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> Stable despite significant merger dislocations

> Largely Blackstone allocations

> Significant one-time costs

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

> Revenue growth

> Lower than 2015

> Greater productivity from existing talent

> Introduction of new talent to the franchise

> Accelerating revenue growth

> Evidence of operating leverage

2015A 2016F 2017F+

Year of Transition

Franchise Building

Growth through Franchise Building/

Return on Investment

21

Revenue

Non-Compensation Expense

Compensation Expense

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Why PJT Partners

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

Efficient global operation

> Global presence and connectivity with less overhead

Management highly aligned with shareholders

1

2

3

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Your Results Are Our Reputation

23

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Financials

24

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$59 $82

$24

$34 $82

$115

1Q15 1Q16

Historical Financials – Revenues

FY 2012 - 2015

$244 $256 $271 $286

$110

$141 $130

$120

$355

$397 $401 $406

2012 2013 2014 2015

(1) Includes interest income and other revenue. 25

$244 $256 $271 $286

$110

$141 $130

$120

$355

$397 $401 $406

2012 2013 2014 2015

Advisory Revenues Placement Revenues/Other(1)

1Q15/1Q16

($ in millions)

Note: Totals may not add due to rounding.

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Historical Financials – Adjusted Compensation Expense

FY 2012 - 2015

$235 $258

$226

$278

2012 2013 2014 2015

$68 $73

1Q15 1Q16

26

1Q15/1Q16

($ in millions)

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

Adj. GAAP Comp. / Revenue

66% 65% 56% 69% 82% 63%

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Historical Financials – Adjusted Non-Comp. Expense

FY 2012 - 2015

$73 $68

$73

$86

2012 2013 2014 2015

$17 $22

1Q15 1Q16

27

1Q15/1Q16

($ in millions)

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.

Adj. GAAP Non-Comp. /

Revenue 21% 17% 18% 21%

(2)

20% 19% (1)

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($2)

$21

1Q15 1Q16

1Q15/1Q16

Historical Financials – Adjusted Pretax Income / (Loss)

FY 2012 - 2015

$47

$71

$101

$42

2012 2013 2014 2015

28

($ in millions)

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

Adj. GAAP Pre-Tax Income Margin

13% 18% 25% 10% NM 18%

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GAAP Statements of Operations

(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.

($ in thousands)

3 Months Ended March 31, Year Ended Decem ber 31,

2016 2015 2015 2014 2013 2012

Revenues

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

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)

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Adjusted Pretax Income / (Loss)

RECONCILIATION OF INCOME (LOSS) BEFORE PROVISION FOR TAXES TO ADJUSTED PRETAX INCOME / (LOSS) ($ in thousands)

(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 equity-based 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.

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

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NON-COMPENSATION EXPENSE ($ in thousands)

COMPENSATION EXPENSE ($ in thousands)

GAAP Reconciliation

(1) See Footnote 1 on previous page. (2) See Footnote 2 on previous page. 31

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

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

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17.2 0.8

10.1

5.9

5.8 39.836.4

0.0

10.0

20.0

30.0

40.0

Unrestricted

Class A

Common Shares

Restricted

Class A Common

Shares

Vested PJT

Holdings Held by

Blackstone

Unvested PJT

Holdings Held by

PJT Executives

and Partners

Unvested RSU's

to PJT Employees

Post Spin

Fully-Diluted

Shares

Outstanding

(If-Converted)

Wtd. Avg.

FD Shares

Outstanding

(Treasury Stock

Method)

32

Share Count

Shares in millions

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.

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

Lock Up Term

No Restrictions

Class A Common Partnership Units Unvested Class A

Common

(1)

(2)

(2)

2.3

16.1

18.0

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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 $69mm1

‒ $57mm of the DTA is solely for the benefit of the public company and its shareholders1

‒ Amortized over a weighted average period of approximately 10 years1

(1) As of December 31, 2015. 33