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PJT Partners Inc. (NYSE:PJT) Files An 8-K Entry into a Material Definitive Agreement
Item 2.03.

Entry into a Material Definitive Agreement.

The disclosures made in Item 2.03 of this Form8-K are hereby incorporated by reference for the purposes of this Item 2.03.

On October1, 2018, PJT Partners Inc. (the “Company”) completed its previously-announced acquisition of CamberView Partners Holdings, LLC (“CamberView”), a leading advisory firm providing independent advice to assist public company boards of directors and management teams in building strong and successful relationships with investors.

to the Agreement and Plan of Merger, by and among the Company, PJT Partners Holdings LP, an affiliate of the Company (“Purchaser”), Blue Merger Sub LLC, a wholly owned subsidiary of Purchaser, CamberView and CC CVP Partners Holdings, L.L.C., solely in its capacity as securityholder representative, dated as of August27, 2018 (the “Agreement”), the Company acquired 50% ownership of CamberView in exchange for total consideration of approximately $165million, comprised of approximately $100million of equity and $65million of cash, subject to net working capital and other adjustments as set forth in the Agreement.

The Company issued approximately 1.73million shares of its ClassA common stock and common units of partnership interest in Purchaser (“Partnership Units”). to the Agreement, the shares were valued at a price of $57.73 per share. The Company financed the $65million of cash consideration with $35million of cash on hand and $30million to the Term Loan as described in Item 2.03 below.

Shares of the Company’s ClassA common stock and Partnership Units were issued to exemptions from registration provided by RegulationD of the Securities Act of 1933, as amended.

Certain members of management of CamberView have entered into employment agreements with Purchaser that became effective October1, 2018. The Company has also granted restricted stock and/or units and other deferred compensation, subject to service or service and market conditions, to a broad-based group of CamberView employees.

The description of the Agreement set forth herein is summary in nature, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the full text of those documents, including the Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form10-Q for the quarterly period ending September30, 2018.

On October2, 2018, the Company issued a press release announcing the completion of the acquisition, which is attached as Exhibit99.1 to this Form8-K and is incorporated herein by reference.

On October1, 2018, PJT Partners Holdings LP, as borrower (the “Borrower”), entered into an Amended and Restated Loan Agreement (the “Loan Agreement”) and related documents with First Republic Bank, as lender (the “Lender”). The Loan Agreement provides for a revolving credit facility with aggregate commitments in an amount equal to $40million, which aggregate commitments may be increased, on the terms and subject to the conditions set forth in the Loan Agreement, to up to $60million during the period beginning December1 each year through March1 of the following year. The revolving credit facility will

mature and the commitments thereunder will terminate on October1, 2020, subject to extension by agreement of the Borrower and Lender.

The Loan Agreement also provides for a term loan with an aggregate commitment of $30million (the “Term Loan”). The Term Loan matures on January2, 2021. In addition to the payment of interest described below, Borrower shall pay to the Lender installment payments of principal in the amount of (i)$4.25million each commencing on July1, 2019 and quarterly thereafter to January2, 2021 and (ii)$4.5million on January2, 2021.

Covenants

The Loan Agreement requires the Borrower to maintain certain minimum financial covenants and limits or restricts the ability of the Borrower (subject to certain qualifications and exceptions) to incur additional indebtedness in excess of $20million.

Interest Rates and Fees

Outstanding borrowings under the revolving credit facility will bear interest equal to the greater of a per annum rate of (a)3%, or (b)the prime rate minus 1.0%. Outstanding borrowings under the Term Loan bear interest equal to the greater of a per annum rate of (a)3.25%, or (b)the prime rate minus 0.75%.

During an event of default, overdue principal under both the revolving credit facility and Term Loan facility will bear interest at a rate 2.0% in excess of the otherwise applicable rate of interest.

In connection with the closing of the Loan Agreement, the Borrower paid the Lender certain closing costs and fees. In addition, on and after the closing date, the Borrower will also pay a commitment fee on the undrawn portion of the revolving credit facility of 0.125%per annum, payable quarterly in arrears.

The description of the Loan Agreement set forth herein is summary in nature, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the full text of those documents, which will be filed as an exhibit to the Company’s Quarterly Report on Form10-Q for the quarterly period ending September30, 2018.

On October2, 2018, the Company issued a press release regarding the completion of its acquisition of CamberView.

(a)Financial statements of business acquired. The financial statements required to be filed under Item 2.03(a) of this Current Report on Form8-K will be filed by amendment to this Current Report on Form 8-K no later than 71days after the date on which this Current Report on Form8-K is required to be filed.

(b)Pro forma financial information. The pro forma financial information required to be filed under Item 2.03(b) of this Current Report on Form8-K will be filed by amendment to this Current Report on Form8-K no later than 71days after the date on which this Current Report on Form8-K is required to be filed.

(d)Exhibits.

PJT Partners Inc. Exhibit
EX-99.1 2 pjt-ex991_6.htm EX-99.1 pjt-ex991_6.htm Exhibit 99.1             PJT Partners Inc. Completes Acquisition of CamberView   New York,…
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About PJT Partners Inc. (NYSE:PJT)

PJT Partners Inc. is an advisory-focused investment bank. The Company offers strategic advisory, restructuring and special situations and fund placement, and secondary advisory services to corporations, financial sponsors and governments. Its segment includes activities providing strategic advisory, restructuring and special situations and fund placement and secondary advisory services. The Company’s strategic advisory line of business offers a range of financial advisory and transaction execution capability, including mergers and acquisitions (M&A), joint ventures, divestitures, takeover defenses, private placements and distressed sales. Its restructuring and special situations line of business includes advisors in restructurings and recapitalizations, both in and out of court. The Restructuring and Special Situations Group’s services include advising companies, creditors and financial sponsors on recapitalizations, reorganizations, and distressed mergers and acquisitions.