Investor Presentation -...

Investor Presentation

February 28, 2017

Notices and Disclaimers Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include certain information concerning future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, benefits resulting from the separation of PJT Partners from The Blackstone Group L.P. (“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 cash flows of the company. These measures should not be considered substitutes for, or superior to, financial measures prepared in accordance with GAAP. Management believes the following non-GAAP measures, when presented together with comparable GAAP measures, are useful to investors in understanding the Company’s operating results: Adjusted Pretax Income (Loss); Adjusted Net Income (Loss); Adjusted Net Income, If-Converted, in total and on a per-share basis; Adjusted Compensation and Benefits Expense and Adjusted Non-Compensation Expense. These non-GAAP measures, presented and discussed in this presentation, remove the significant accounting impact of (a) transaction-related equity-based compensation expense, including expense related to Partnership Units with both time-based vesting and market conditions as well as equity-based retention awards granted in connection with the spin-off, (b) severance incurred in connection with the spin-off (for periods through the third quarter of 2015), (c) intangible asset amortization associated with Blackstone’s initial public offering (“IPO”) and the acquisition of PJT Capital LP; and (d) the amount the Company 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 most directly comparable GAAP measures and further detail regarding the adjustments are provided on pages 21 and 26-27 of this presentation. 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 December 31, 2016 unless otherwise stated.

Copyright © 2017, PJT Partners Inc. (and its affiliates, as applicable).

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Why PJT Partners?

Start-Up With Instant Scale

> 8 Offices

> 57 Partners

> 422 Employees

Unique Portfolio of Complementary Businesses

> Market leading Restructuring business

> Market leading Park Hill business

> Premier Strategic Advisory business

Differentiated Growth Profile

> Significant upside from integrating and leveraging three highly complementary businesses

> Opportunity for market share gains in Strategic Advisory enables growth in most any market environment

> Scalable operating leverage

Note: Headcount as of 2/27/17 including individuals who have accepted offers but are yet to commence employment. 3

Capitalize on our significantly expanded addressable market

Significant Progress Against 2016 Strategic Initiatives

4

Sponsor Engagement

Significantly increase the breadth and depth of our Advisory franchise

Enhance collaboration among our three businesses to better serve clients

Remain the premier destination for talent

Long-term value creation

Ability to make a difference

A premier franchise

Surrounded by leading talent

Client relationships

Collaboration

Premier Destination for Best-in-Class Talent

Content

Character

Alpha players with:

What We

Offer

What We

Value

5

One Firm…Three Business Lines

Private Equity

Hedge Fund

Real Estate

Secondary Advisory

Private Capital

Markets

Capital Markets Advisory

M&A

In/Out- of-Court

Creditor

Debtor

Note: Headcount as of 2/27/17 including individuals who have accepted offers but are yet to commence employment. (1) As of 12/31/16. (2) Represents total liabilities restructured by professionals based in New York and London. Certain transactions were previously attributed to the advisory business. (3) 2016 Preqin Global Private Equity & Venture Capital Report.

88 Professionals based in New York,

Chicago, Hong Kong, London, San Francisco and Sydney

25 Average years of experience

across 16 partners

74 Professionals based in New York

and London

~25 Average years of experience

across 14 partners

~505 Distressed advisory situations(1)

~$1.9 trillion Total liabilities

restructured(1) (2)

2016 IFR Restructuring Advisor

of the Year

132 Professionals worldwide

5 Offices

25 Average years of experience

across 23 partners

100% Former Group Heads /

Senior Management positions

3,000+ Investor relationships

$285 billion+ Raised by Park Hill

clients since inception, representing 235+ primary funds(1)

#1 Placement Agent(3)

6

Three Complementary Businesses

Park Hill

Fund Placement /

Advisory

Restructuring & Special

Situations

Strategic Advisory

> Portfolio monetization opportunities

> Direct investment opportunities

> Sector-specific collaboration with Strategic Advisory

> Expanded network of client relationships

> Securitization opportunities

> Private placement distribution capabilities

> Significantly enhanced industry expertise

> Deep long-standing client relationships

> Expanded Sponsor opportunities

7

An Alpha Play on Advisory

Embedded Growth

> Strategic Advisory business transformation

> Commercial impact of difference makers

> Footprint expansion

> Enhanced win rate through collaboration across other businesses

Favorable Long-Term

Trends

+

> Share/influence of smaller,

more focused firms

continues to grow

> Favorable near, intermediate

and long-term environment

for M&A activity

8

Park Hill:

The Leading Intermediary in the Alternative Asset Space

9

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

> Long/Short Equity

> Global Macro

> Event-Driven

> Structured Finance

> Commodities

> Credit

> Multi-strats

> LP Fund Portfolios

> GP Capital Solutions

> Collateralized Fund Obligations

> Buyouts

> Growth Equity

> Energy

> Distressed

> Special Situations

> Credit/Direct Lending

> Infrastructure

> Opportunistic & Value-Add

> Sector & Regional Operator Strategies

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

> Debt

> JV Programs

> Direct Recaps

Private Equity

Hedge Fund

Real Estate

Secondary Advisory

10

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

11

Restructuring & Special Situations:

Market Leadership in Advising Companies and Creditors in Distressed Transactions

12

2016 Accomplishments / Early 2017 Outlook

> Leading Restructuring & Special Situations group on the street

> Experienced team advising on some of the largest and most complex restructuring assignments around the globe

> Significant business opportunity unlocked by the independence from conflicts of an investing business

> Ability to service a broader set of clients across industries and geographies through enhanced partnership with Strategic Advisory

> Standout year in both relative and absolute revenue performance

> Further solidified its leading position in the market

‒ Named 2016 Restructuring Adviser of the Year by IFR

> Advised or currently advising on 8 of the top 10 largest defaults of 2016

> Entered 2017 with a backlog as strong as a year ago

13

Restructuring & Special Situations

Business Overview

Completed Restructurings in more than 30 Countries and Across Industries

OUT-OF-COURT ASSIGNMENTS IN-COURT ASSIGNMENTS CREDITOR ASSIGNMENTS

Restructuring & Special Situations: Global Reach and Unmatched Expertise

Note: Includes creditor assignments.

B T A BANK

14

Strategic Advisory:

Big Firm Capabilities with Small Firm Feel

15

> Premier advisory practice providing strategic advice to clients around the globe

> Best-in-class practitioners with in-depth product expertise and capabilities in M&A, Strategic Advisory and Capital-Raising

> Collaborative relationships with Restructuring and Park Hill creating opportunities to better serve new and existing clients

> Strong momentum in client engagement and quality assignments

> Tremendous opportunities to add talent to our Strategic Advisory footprint to further gain market share

> Significantly stronger backlogs as compared to a year ago

16

Strategic Advisory

Business Overview

2016 Accomplishments / Early 2017 Outlook

Momentum in Strategic Advisory

Select Announced Transactions Since Spin

17

Why PJT Partners?

Start-Up With Instant Scale

Unique Portfolio of Complementary Businesses

Differentiated Growth Profile

18

Financials

19

GAAP Statements of Operations

(Amounts in millions, except per share data)

Note: Totals may not add due to rounding. 20

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

2016 2015 2016 2015

Revenues

Advisory $377.6 $286.0 $136.3 $64.5

Placement 115.0 114.1 36.0 38.0

Interest Income and Other 6.9 5.9 1.2 1.3

Total Revenues $499.4 $405.9 $173.5 $103.8

Expenses

Compensation and Benefits $381.0 $315.2 $125.0 $108.4

Occupancy and Related 25.8 32.7 6.3 8.1

Travel and Related 11.5 14.1 2.7 3.7

Professional Fees 18.9 19.8 4.8 5.5

Communications and Information Services 8.9 7.6 2.2 1.6

Depreciation and Amortization 14.0 14.9 2.1 4.0

Other Expenses 24.8 7.6 6.4 1.1

Total Expenses $484.9 $411.9 $149.5 $132.5

Income (Loss) Before Provision (Benefit) for Taxes 14.5 (5.9) 24.0 (28.7)

Provision (Benefit) for Taxes 9.4 0.2 5.3 (3.7)

Net Income (Loss) $5.1 ($6.2) $18.7 ($24.9)

Net Income (Loss) Attributable to Redeemable Non-Controlling

Interests$8.1 ($13.8) $12.0 ($13.8)

Net Income (Loss) Attributable to PJT Partners Inc. ($3.0) $7.6 $6.7 ($11.2)

Net Income (Loss) Per Share of Class A Common Stock —

Basic and Diluted($0.17) $0.35 ($0.61)

Weighted-Average Shares of Class A Common Stock

Outstanding — Basic and Diluted18.3 18.3 18.3


2016 2015 2016 2015

GAAP Net I ncome (Loss) $5.1 ($6.2) $18.7 ($24.9)

Less: GAAP Provision (Benefit) for Taxes $9.4 $0.2 $5.3 ($3.7)

GAAP Pretax I ncome (Loss) $14.5 ($5.9) $24.0 ($28.7)

Adjustments to GAAP Pretax I ncome (Loss)

Transaction-Related Compensation Expense (1) $65.8 $36.9 $17.5 $15.0

Amortization of Intangible Assets (2) $8.9 $10.9 $0.7 $3.0

Spin-Off-Related Payable Due to Blackstone (3) $4.1 – $0.7 –

Adjusted Pretax I ncome (Loss) $93.3 $41.9 $42.9 ($10.7)

Adjusted Taxes $19.3 $1.7 $7.9 ($1.7)

Adjusted Net I ncome (Loss) $74.1 $40.2 $35.0 ($9.1)

I f-Converted Adjustments

Less: Adjusted Taxes (4) ($19.3) ($7.9)

Add: If-Converted Taxes (5) $35.8 $16.3

Adjusted Net I ncome, I f-Converted (6) $57.5 $26.6

GAAP Net Income (Loss) Per Share of Class A Common Stock -

Basic and Diluted($0.17) $0.35

GAAP Weighted-Average Shares of Class A Common

Stock Outstanding - Basic and Diluted18.3 18.3

Adjusted Net Income, If-Converted Per Share (6) $1.55 $0.70

Weighted-Average Shares Outstanding, If-Converted 37.2 37.8

Reconciliations of GAAP to Non-GAAP Financial Data

ADJUSTED NET INCOME, IF-CONVERTED (Amounts in millions, except per share data)

Note: Totals may not add due to rounding. (1) 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 transaction-related equity-based compensation adjustment includes expense for Partnership Units with both time-based vesting and market conditions as well as equity-based retention awards granted in connection with the spin-off.

(2) This adjustment adds back to GAAP Pretax Income (Loss) 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) This adjustment, which has been recorded in Other Expenses in the Consolidated and Combined Statements of Operations, adds back the amount the Company has agreed to pay Blackstone related to the net realized cash benefit from certain compensation related tax deductions.

(4) Represents taxes on Adjusted Pretax Income (Loss), considering both current and deferred income tax effects for the current ownership structure. (5) Represents taxes on adjusted earnings if all partnership units in PJT Partners Holdings LP (excluding the unvested partnership units that have yet to satisfy market conditions) were exchanged for shares of 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, excluding the impact of return to provision adjustments. (6) Presented for periods beginning in 2016.

21

Revenues

2015/2016 4Q15/4Q16

Note: Totals may not add due to rounding. (1) Includes interest income and other revenue.

($ in millions)

$286

$378

$120

$122 $406

$499

2015 2016

22

$65

$136

$39

$37

$104

$173

4Q15 4Q16

$244 $256 $271 $286

$110

$141 $130

$120

$355

$397 $401 $406

2012 2013 2014 2015

Advisory Revenues Placement Revenues/Other(1)(1)

$244 $256 $271 $286

$110

$141 $130

$120

$355

$397 $401 $406

2012 2013 2014 2015

Advisory Revenues Placement Revenues/Other(1)

Adjusted Compensation and Benefits Expense

2015/2016 4Q15/4Q16

Note: See page 26 of this presentation for a reconciliation of GAAP to non-GAAP financial data.

($ in millions)

68.6% 63.1% 90.0% 62.0% Adj.

Comp. / Revenue

$278 $315

2015 2016

23

$93

$107

4Q15 4Q16

21.1% 18.2% 20.3% 13.3%

Adjusted Non-Compensation Expense

2015/2016 4Q15/4Q16

Note: See page 26 of this presentation for a reconciliation of GAAP to non-GAAP financial data. (1) Non-Compensation Expense for the twelve months ended December 31, 2016 reflects Caspersen-related charges of approximately $6.9 million.

($ in millions)

(1) Adj. Non- Comp. / Revenue

$86 $91

2015 2016

24

$21 $23

4Q15 4Q16

Adjusted Pretax Income (Loss)

2015/2016 4Q15/4Q16

Note: See page 27 of this presentation for a reconciliation of GAAP to non-GAAP financial data. NM: Not meaningful.

($ in millions)

10.3% 18.7% NM 24.7%

Adj. Pretax Income (Loss) / Revenue

$42

$93

2015 2016

25

($11)

$43

4Q15 4Q16

NON-COMPENSATION EXPENSE ($ in millions)

COMPENSATION AND BENEFITS EXPENSE ($ in millions)


Note: Totals may not add due to rounding. (1) See Footnote 1 on page 21. (2) See Footnote 2 on page 21. (3) See Footnote 3 on page 21. 26


2016 2015 2016 2015

GAAP Total Expenses $484.9 $411.9 $149.5 $132.5

GAAP Compensation Expense (381.0) (315.2) (125.0) (108.4)

Amortization of Intangible Assets (2) (8.9) (10.9) (0.7) (3.0)

Spin-Off-Related Payable Due to Blackstone (3) (4.1) – (0.7) –

Adjusted Non-Compensation Expense $91.0 $85.7 $23.1 $21.1


2016 2015 2016 2015

GAAP Compensation and Benefits Expense $381.0 $315.2 $125.0 $108.4

Transaction-Related Compensation Expense (1) (65.8) (36.9) (17.5) (15.0)

Adjusted Compensation and Benefits Expense $315.2 $278.3 $107.5 $93.4


ADJUSTED PRETAX INCOME (LOSS) ($ in millions)

Note: Totals may not add due to rounding. (1) See Footnote 1 on page 21. (2) See Footnote 2 on page 21. (3) See Footnote 3 on page 21.


2016 2015 2016 2015

Income (Loss) Before Provision (Benefit) for Taxes $14.5 ($5.9) $24.0 ($28.7)

Transaction-Related Adjustments

Transaction-Related Compensation Expense (1) 65.8 36.9 17.5 15.0

Amortization of Intangible Assets (2) 8.9 10.9 0.7 3.0

Spin-Off-Related Payable Due to Blackstone (3) 4.1 – 0.7 –

Adjusted Pretax Income (Loss) $93.3 $41.9 $42.9 ($10.7)

27

18.0

9.6

6.1

5.8 39.537.8

0.0

10.0

20.0

30.0

40.0

Class A

Common Shares

Vested Holdings Units

Held by Non-PJT

Employees

Unvested

Holdings Units

Unvested

RSUs

Fully-Diluted Shares

Outstanding

(If-Converted)

Wtd. Avg.

FD Shares

Outstanding

(Treasury Stock

Method)

Note: Totals may not add due to rounding. (1) Approximately 2% held by Blackstone employees who transferred to PJT. (2) As of December 31, 2016. Assumes all Partnership Units and unvested RSUs are fully converted to Class A Common Stock. Excluded from Fully Diluted Shares

Outstanding are 6.5 million unvested Partnership Units in PJT Partners Holdings LP that have yet to satisfy certain market conditions. (3) Weighted-average for the three months ended December 31, 2016. Assumes all Partnership Units are fully converted and unvested RSUs are converted under the

Treasury Stock Method to Class A Common Stock.

Share Count

(1)

(3)

(2)

3.9

15.9

18.0

As of December 31, 2016 (shares in millions)

28

29

4Q16 Balance Sheet & Other Financial Updates

(1) 3Q ‘16 units exchanged in November 2016. (2) 4Q ‘16 units exchanged in February 2017.

Debt-free

Cash and Cash Equivalents: $152mm

Net Working Capital: $159mm

Exchanges

> 3Q16: 594k units – settled in cash (1)

> 4Q16: 362k units – settled in cash (2)

> Total: 956k units

> Vested Partnership Units are owned primarily by current and former Blackstone employees and can be exchanged on a quarterly basis

> Going forward, there will be approximately 9.3 million remaining vested partnership units

> We have the option to settle exchanges in either cash or Class A shares

> These units provide a potential repurchase opportunity without impacting our public float

PJT Partners www.pjtpartners.com

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