As filed with the Securities and Exchange Commission on September 2, 2015
File No. 001-36869
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
to
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
PJT Partners Inc.
(Exact name of registrant as specified in its charter)
Delaware | 36-4797143 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) |
280 Park Avenue
New York, NY 10017
(212) 364-7800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
With copies to:
Joshua Ford Bonnie Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
Class A Common stock, par value $0.01 per share Preferred Stock Purchase Rights | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Item 1. | Business |
The information required by this item is contained under the sections Summary, Risk Factors, Special Note About Forward-Looking Statements, Unaudited Pro Forma Combined Financial Statements, Managements Discussion and Analysis of Financial Condition and Results of Operations, Business, Management, and Certain Relationships and Related Party Transactions of the information statement filed as Exhibit 99.1 to this Form 10 (the information statement). Those sections are incorporated herein by reference.
Item 1A. | Risk Factors |
The information required by this item is contained under the section Risk Factors of the information statement. That section is incorporated herein by reference.
Item 2. | Financial Information |
The information required by this item is contained under the sections SummarySummary Historical and Unaudited Pro Forma Financial Data, Capitalization, Selected Historical Financial Data, Unaudited Pro Forma Combined Financial Statements and Managements Discussion and Analysis of Financial Condition and Results of Operations of the information statement. Those sections are incorporated herein by reference.
Item 3. | Properties |
The information required by this item is contained under the section BusinessProperties of the information statement. That section is incorporated herein by reference.
Item 4. | Security Ownership of Certain Beneficial Owners and Management |
The information required by this item is contained under the section Security Ownership of Certain Beneficial Owners and Management of the information statement. That section is incorporated herein by reference.
Item 5. | Directors and Executive Officers |
The information required by this item is contained under the section Management of the information statement. That section is incorporated herein by reference.
Item 6. | Executive Compensation |
The information required by this item is contained under the section Management of the information statement. That section is incorporated herein by reference.
Item 7. | Certain Relationships and Related Transactions, and Director Independence |
The information required by this item is contained under the sections Management and Certain Relationships and Related Party Transactions of the information statement. Those sections are incorporated herein by reference.
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Item 8. | Legal Proceedings |
The information required by this item is contained under the section BusinessLegal Proceedings of the information statement. That section is incorporated herein by reference.
Item 9. | Market Price of and Dividends on the Registrants Common Equity and Related Stockholder Matters |
The information required by this item is contained under the sections Risk Factors, The Spin-Off, Dividend Policy, and Description of Capital Stock of the information statement. Those sections are incorporated herein by reference.
Item 10. | Recent Sales of Unregistered Securities |
Not applicable.
Item 11. | Description of Registrants Securities to be Registered |
The information required by this item is contained under the sections Risk FactorsRisks Relating to Our Class A Common Stock, Dividend Policy and Description of Capital Stock of the information statement. Those sections are incorporated herein by reference.
Item 12. | Indemnification of Directors and Officers |
The information required by this item is contained under the sections Certain Relationships and Related Party TransactionsAgreements with Blackstone Related to the Spin-OffSeparation AgreementMutual Release and Indemnity, Certain Relationships and Related Party TransactionsIndemnification of Directors and Officers and Description of Capital StockLimitations on Liability and Indemnification of Officers and Directors of the information statement. Those sections are incorporated herein by reference.
Item 13. | Financial Statements and Supplementary Data |
The information required by this item is contained under the sections Selected Historical Financial Data, Unaudited Pro Forma Combined Financial Statements, Managements Discussion and Analysis of Financial Condition and Results of Operations, Description of Capital Stock, and Index to Financial Statements and the statements referenced therein of the information statement. Those sections are incorporated herein by reference.
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
Item 15. | Financial Statements and Exhibits |
(a) | Financial Statements |
The information required by this item is contained under the section Index to Financial Statements beginning on page F-1 of the information statement. That section is incorporated herein by reference.
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(b) | Exhibits |
The following documents are filed as exhibits hereto:
Exhibit |
Description | |
2.1 | Transaction Agreement by and among The Blackstone Group L.P., Blackstone Holdings I L.P., New Advisory GP L.L.C., PJT Partners Holdings LP (formerly known as New Advisory L.P.), PJT Capital LP, PJT Management, LLC and Paul J. Taubman, dated as of October 9, 2014 | |
2.2 | Form of Separation and Distribution Agreement* | |
3.1 | Form of Amended and Restated Certificate of Incorporation of PJT Partners Inc.* | |
3.1.1 | Form of Certificate of Designations* | |
3.2 | Form of Amended and Restated Bylaws of PJT Partners Inc.* | |
4.1 | Form of Stockholder Rights Agreement* | |
10.1 | Form of Second Amended and Restated Limited Partnership Agreement of PJT Partners Holdings LP* | |
10.2 | Form of Exchange Agreement* | |
10.3 | Form of Tax Receivable Agreement* | |
10.4 | Form of Registration Rights Agreement* | |
10.5 | Form of PJT Partners Inc. 2015 Omnibus Incentive Plan* | |
10.6 | Form of Transition Services Agreement* | |
10.7 | Form of Tax Matters Agreement* | |
10.8 | Form of Employee Matters Agreement* | |
10.9 | Partner Agreement between PJT Partners Holdings LP (formerly known as New Advisory L.P.) and Paul J. Taubman, dated as of October 9, 2014 | |
10.11 | Form of PJT Partners Inc. Bonus Deferral Plan* | |
21.1 | List of Subsidiaries of PJT Partners Inc.* | |
99.1 | Information Statement of PJT Partners Inc., dated September 2, 2015 | |
99.2 | Form of Notice of Internet Availability of Information Statement Materials* |
* | Previously filed. |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
PJT Partners Inc. | ||
By: | /s/ Michael S. Chae | |
Michael S. Chae Authorized Person |
Date: September 2, 2015
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