0000893750-18-000038.txt : 20181011 0000893750-18-000038.hdr.sgml : 20181011 20181011171211 ACCESSION NUMBER: 0000893750-18-000038 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181011 DATE AS OF CHANGE: 20181011 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PJT Partners Inc. CENTRAL INDEX KEY: 0001626115 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 364797143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89139 FILM NUMBER: 181118864 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-364-7800 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Blackstone Advisory Inc. DATE OF NAME CHANGE: 20141120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Corsair Capital LLC CENTRAL INDEX KEY: 0001408853 IRS NUMBER: 204293848 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-9400 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 schedule13g.htm SCHEDULE 13G  


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
 
(Amendment No.    )*

PJT Partners Inc.
(Name of Issuer)
 
Class A common stock, par value $0.01 per share
(Title of Class of Securities)
 
69343T107
(CUSIP Number)
 
October 1, 2018
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
CUSIP No. 69343T107
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Corsair Capital LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
1,311,725
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,311,725
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,311,725
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 
 
 
 
CUSIP No. 69343T107
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
CC CVP Partners Holdings, L.L.C.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
1,311,725
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,311,725
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,311,725
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
 
 
 
CUSIP No. 69343T107
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Corsair IV Management, LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
1,311,725
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,311,725
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,311,725
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
 
 
Item 1(a). Name of Issuer:

PJT Partners Inc. (the "Issuer")
 
Item 1(b). Address of Issuer's Principal Executive Offices:

280 Park Avenue
New York, New York 10017

Item 2(a). Name of Person Filing:

The names of the persons filing this statement on Schedule 13G are: CC CVP Partners Holdings, L.L.C., Corsair IV Management, LP and Corsair Capital LLC (collectively, the "Reporting Persons").

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address for each of CC CVP Partners Holdings, L.L.C., Corsair IV Management, LP and Corsair Capital LLC is:
 
717 Fifth Avenue, 24th Floor
New York, New York 10022

Item 2(c). Citizenship:

Corsair Capital LLC and CC CVP Partners Holdings, L.L.C. are Delaware limited liability companies.
 
Corsair IV Management, LP is a Cayman Islands exempted limited partnership.

Item 2(d). Title of Class of Securities:

Class A common stock, par value $0.01 per share ("Class A Common Stock")
 
Item 2(e). CUSIP Number:

69343T107

 
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):
 
Not applicable.
 
Item 4. Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
 
(a) Amount beneficially owned: 
 
Each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Class A Common Stock listed on such Reporting Person's cover page.
 
CC CVP Partners Holdings, L.L.C. directly holds 1,311,725 shares of Class A Common Stock.  Corsair IV Management, LP is the managing member of CC CVP Partners Holdings, L.L.C.  Corsair Capital LLC is the general partner of Corsair IV Management, LP.
 
(b) Percent of class:
 
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Class A Common Stock listed on such Reporting Person's cover page.
 
Calculations of the percentage of shares of Class A Common Stock beneficially owned were determined based on 21,884,388 shares of Common Stock deemed to be outstanding as of October 1, 2018, calculated as the sum of (i) 20,536,031 shares of Class A Common Stock outstanding as of July 30, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on August 3, 2018, and (iii) 1,348,357 shares of fully vested Class A Common Stock issued on October 1, 2018 in connection with the Issuer's acquisition of CamberView Partners Holdings, LLC pursuant to a merger agreement, which closed on October 1, 2018.
 
(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:
 
See each cover page hereof.
 
(ii) Shared power to vote or to direct the vote:
 
See each cover page hereof.
 
  (iii) Sole power to dispose or to direct the disposition of:
 
See each cover page hereof.
 
  (iv) Shared power to dispose or to direct the disposition of:
 
See each cover page hereof.

 
Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.
 
Item 10.
Certification.
 
Each of the Reporting Persons hereby makes the following certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 11, 2018
 
 
 
CORSAIR CAPITAL LLC
 
 
 
 
 
By:
/s/ D.T. Ignacio Jayanti
 
 
 
Name:
D.T. Ignacio Jayanti
 
 
 
Title:
Managing Partner
 
 
 
 
 
 
 
 
CORSAIR IV MANAGEMENT, LP
     
   
By:  Corsair Capital LLC, its General Partner
 
 
 
 
 
By:
/s/ D.T. Ignacio Jayanti
 
 
 
Name:
D.T. Ignacio Jayanti
 
 
 
Title:
Managing Partner
 
 
 
 
 
 
 
 
CC CVP PARTNERS HOLDINGS, L.L.C.
     
   
By   Corsair IV Management, LP, its Managing Member
     
   
By:  Corsair Capital LLC, its General Partner
 
 
 
 
 
By:
/s/ D.T. Ignacio Jayanti
 
 
 
Name:
D.T. Ignacio Jayanti
 
 
 
Title:
Managing Partner
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT LIST
 
Exhibit 1
Joint Filing Agreement, dated as of October 11, 2018, among the Reporting Persons.
   
 
 
 
 
 
 
EXHIBIT 1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value $0.01 per share, of PJT Partners Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
 
Dated as of October 11, 2018
 
 
 
CORSAIR CAPITAL LLC
 
 
 
 
 
By:
/s/ D.T. Ignacio Jayanti
 
 
 
Name:
D.T. Ignacio Jayanti
 
 
 
Title:
Managing Partner
 
 
 
 
 
 
 
 
CORSAIR IV MANAGEMENT, LP
     
   
By:  Corsair Capital LLC, its General Partner
 
 
 
 
 
By:
/s/ D.T. Ignacio Jayanti
 
 
 
Name:
D.T. Ignacio Jayanti
 
 
 
Title:
Managing Partner
 
 
 
 
 
 
 
 
CC CVP PARTNERS HOLDINGS, L.L.C.
     
   
By   Corsair IV Management, LP, its Managing Member
     
   
By:  Corsair Capital LLC, its General Partner
 
 
 
 
 
By:
/s/ D.T. Ignacio Jayanti
 
 
 
Name:
D.T. Ignacio Jayanti
 
 
 
Title:
Managing Partner