Investor Presentation
May 2, 2018
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, 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, 2017, 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 the SEC’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 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; Adjusted Net Income; 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) intangible asset amortization associated with The Blackstone Group L.P.’s (“Blackstone”) initial public offering (“IPO”) and the acquisition of PJT Capital LP; and (c) the amount the Company has agreed to pay Blackstone related to the net realized cash benefit from certain compensationrelated tax deductions. Reconciliations of the non-GAAP measures to their most directly comparable GAAP measures and further detail regarding the adjustments are provided on page 20 of this presentation. For additional information about our non-GAAP financial measures, see our filings with the SEC.
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, 2018 unless otherwise stated. Copyright © 2018, PJT Partners Inc. (and its affiliates, as applicable).
1
PJT Partners
Strong Legacy, New Energy
The Power of
One
Early Stage
Growth Engine
- 8 Offices
- Differentiated growth from
integrating three highly
Early stage build-out of Strategic Advisory, combined with strong legacy businesses, provides tremendous
67 Partners 480+ Employees complementary businesses opportunity for growth
2
One Dedicated Team - Three Highly Complementary Businesses
Strategic Advisory
# of Partners: 32
Restructuring
Park Hill
# of Partners: 13
# of Partners: 17
3
Global Reach Beyond Physical Locations
London
Chicago
Madrid
Boston
New York
San Francisco
Hong Kong
Sydney
8
Clients across
67
offices in
partners globally
44
5
countries
countries
4
Big Firm Product Capabilities… Small Firm Feel
Restructuring & Special Situations
Capital Markets Advisory
>>>>>>>
Advisory services Recapitalizations Reorganizations Exchange offers Capital raising Distressed M&A 363 asset sales
>>
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
Debtor
M&A
Capital Markets
Advisory
IPO advisory
Creditor
M&A
>>>>>>>
Mergers & acquisitions Joint ventures Divestitures
Private
In/Out-
of-Court
Capital Markets
Takeover defenses Distressed sales Spin-offs Asset swaps
Private Equity
Secondary Advisory
Hedge Fund
Real Estate
- Private Equity
- Hedge Fund
Real Estate
Secondary Advisory
>>>
>
>>>
Buyouts
>>>
>
>>>
Long/short equity Global macro Event-driven
Structured finance
Commodities Credit
>>>
>
>>>
Opportunistic & value-add Core/core+ JVs, clubs & SMA programs
Debt/credit
Portfolio recaps Direct sales, financing Sector & regional operators
- GP Solutions
- LP Solutions
Growth equity Energy
>>
>
>>>>
Tender offers
>
Divesture of private
- fund interests
- Recapitalizations
- Distressed
- Fund restructurings
Portfolio asset sales Preferred equity solutions Private debt solutions Management stake sales
>
Collateralized fund
- obligations
- Special situations
Credit/direct lending
- Infrastructure
- Multi-strats
5
Broad Industry Expertise
B
T
A
BANK
6
Premier Destination for Best-in-Class Talent
What We Value
What We Offer
+
Alpha players with:
Character
The opportunity to:
Work with top practitioners
- Client relationships
- Benefit from a partnership culture
Build out a premier franchise Create long-term substantial value
Collaborative approach
Content
7
Park Hill: The Leading Intermediary Advisor in the Alternative Asset Space
2005
Year established
- 3,000+
- 100+
- Investor relationships
- Professionals in New York,
Chicago, Hong Kong, London, San Francisco and Sydney
- 25+
- $300+ billion
Average years of experience
across 17 partners
Raised by Park Hill clients since inception, representing over 250 primary funds
~$30 billion
Executed transactions by
Secondary Advisory1
8
(1) Since 2013
Park Hill: Leading Market Position in Each of the Principal Alternative Asset Categories
Buyouts
Growth equity
Energy
Long/short equity Global macro Event-driven
Structured finance
Commodities Credit
Private Equity
Hedge Fund
Distressed
Special situations
Credit/direct lending
Infrastructure
Multi-strats
Opportunistic & value-add
Core/core+
GP solutions LP solutions
JVs, clubs & SMA programs
Debt/credit
Real
Estate
Secondary
Advisory
Collateralized fund
obligations
Portfolio recaps
Direct sales, financing
Sector & regional operators
9
Park Hill Fund Placement: Leading Market Share and Brand Recognition
Frequent Manager
Identification
Consistent Process Specialist Model
Unrivaled Scale
Global
Reach
Leading position in each vertical allows
cross collaboration
Scale enables product specialization
New cross vertical products
10
Restructuring & Special Situations: Market Leadership in Distressed Advisory Situations
1991
Year established
500+
situations in 30+ countries
~25
Distressed advisory
Average years of
experience across 13 partners
- ~$2 trillion
- 75+
- Total liabilities restructured
- Professionals in New York
and London
11
Leading Global Restructuring Franchise
Advised on the largest and most complicated transactions worldwide
Advised on 8 of the top 10 deals of 2017
$11.6bn
1.
> Advised clients on 6 continents > Largest US restructuring
$10.2bn
2.
$8.1bn
> Largest continental Europe restructuring
> Largest cross-border restructuring > Largest public sector restructuring
> Largest Chapter 11 emergence
> Largest energy restructuring > Largest media restructuring > Largest power restructuring
3.
$4.5bn
4.
5.
$3.4bn $3.3bn
6.
$3.1bn
7.
8.
9.
$2.9bn $2.8bn $2.6bn
10.
12
Source: New Generation Research Inc. based on public companies that filed for bankruptcy in 2017, excluding banking/finance companies
Restructuring & Special Situations: Global Reach and Unmatched Expertise
Out-of-Court Assignments
In-Court Assignments
Creditor Assignments
13
Strategic Advisory: An Alpha Play
Favorable Long-Term
Trends
- > Transformation of the business
- > Share/influence of smaller,
more focused firms
Embedded
Growth
> Commercial impact of difference
makers continues to grow
+
> Footprint expansion
> Favorable near, intermediate
and long-term environment for M&A activity
> Enhanced win rate through collaboration across other businesses
14
Momentum in Strategic Advisory
Select Announced Transactions Since Spin
15
Strategic Advisory: Fast Growing Bench of Experienced Practitioners
Strategic Advisory Partners
- +5
- +9
+13
5 Partners
18 Partners
27 Partners
32 Partners
Spin Announcement
October 20141
- 12/31/15
- 12/31/17
- 3/31/18
Strategic Advisory Partners with PJT for 2+ Years
3 Partners with PJT 2+ Years
5 Partners with PJT 2+ Years
18 Partners with PJT 2+ Years
- +13
- +2
Spin Announcement
October 20141
- 12/31/15
- 3/31/18
16
(1) Individuals from Blackstone Advisory Partners that became part of PJT Partners post spin
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
17
Financials
GAAP Statements of Operations
(Amounts in millions, except per share data)
12 Months Ended 12/31, 2017 2016
3 Months Ended March 31,
2018 2017
Revenues
- Advisory
- $386.3
- $377.6
- $103.5
- $99.3
- Placement
- 102.8
10.2
499.3
115.0
6.9
499.4
26.1
4.5
134.0
19.5
2.1
121.0
Interest Income and Other Total Revenues
Expenses
- Compensation and Benefits
- 391.5
- 381.0
- 103.6
- 95.7
Occupancy and Related Travel and Related Professional Fees Communications and Information Services Depreciation and Amortization Other Expenses Total Non-Compensation Expense Total Expenses
26.9 13.6 19.3 10.8
8.1
19.0 97.7
489.2
25.8 11.5 18.9
8.9
14.0 24.8
103.9 484.9
6.8 5.5 5.2 3.5 2.0
6.2 2.9 4.2 2.4 2.1
- 4.8
- 5.4
27.8
131.4
23.2
118.9
Income Before Provision (Benefit) for Taxes
Provision (Benefit) for Taxes
Net Income (Loss)
Net Income Attributable to Non-Controlling Interests
Net Income (Loss) Attributable to PJT Partners Inc.
$10.1
38.4
($28.3)
4.2
$14.5
9.4
$5.1
8.1
$2.6
(4.1)
$6.7
1.5
$2.1
(0.9)
$3.0
1.6
- ($32.6)
- ($3.0)
- $5.2
- $1.3
($1.73) ($1.73)
18.9
($0.17) ($0.17)
18.3
$0.27 $0.24 19.4
$0.07 $0.07 18.5
Net Income (Loss) Per Share of Class A Common Stock — Basic Net Income (Loss) Per Share of Class A Common Stock — Diluted Weighted-Average Shares of Class A Common Stock Outstanding — Basic Weighted-Average Shares of Class A Common Stock Outstanding — Diluted
- 18.9
- 18.3
- 23.9
- 18.5
19
Note: Totals may not add due to rounding.