New York, September 11, 2015.
- Record date September 22, 2015; PJT Partners to begin “regular way” trading on the New York Stock Exchange on October 1, 2015
Blackstone (NYSE:BX) today announced that its Board of Directors has set the record and distribution dates for the spin-off of its financial and strategic advisory services, restructuring and reorganization advisory services and Park Hill Group businesses, which will be combined with PJT Capital, a global independent financial advisory firm founded by Paul J. Taubman, to form an independent, publicly-traded company called PJT Partners Inc. (“PJT”). On October 1, 2015, the distribution date, each Blackstone common unitholder of record will receive one share of Class A common stock of PJT for every 40 common units of Blackstone held as of the close of business on September 22, 2015, the record date for the distribution.
No fractional shares of Class A common stock of PJT will be distributed. Fractional shares of Class A common stock of PJT will be aggregated and sold on the open market, and the aggregate net proceeds of the sales will be distributed ratably in the form of cash payments to Blackstone common unitholders who would otherwise be entitled to receive a fractional share of Class A common stock of PJT in the distribution.
The spin-off is expected to be tax-free to Blackstone’s common unitholders for U.S. Federal income tax purposes, except to the extent of any gain or loss recognized by a common unitholder as a result of any cash received in lieu of fractional shares. The spin-off is conditioned on, among other things, Blackstone’s receipt of an opinion of tax counsel to the effect that certain transactions in the spin-off should qualify as tax-free distributions under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”), and that a certain transaction in the spin-off should qualify as a tax-free reorganization under Section 368 of the Code. Common unitholders are urged to consult their tax advisors with respect to U.S. federal, state, local and non-U.S. tax consequences of the spin-off.
Blackstone anticipates that on the record date it will have approximately 615.1 million common units issued and outstanding. Based on this number, Blackstone expects to distribute approximately 15.4 million shares of Class A common stock of PJT in the distribution.
The completion of the distribution is subject to the satisfaction or waiver of a number of conditions as described in the information statement included in the Registration Statement on Form 10 of PJT and in the agreements filed as exhibits to the Registration Statement, which PJT has filed with the Securities and Exchange Commission and is available at the SEC's website at http://www.sec.gov
. Blackstone and PJT expect all the conditions to the distribution to be satisfied on or before the distribution date.
Following completion of the spin-off, both companies will be listed on the New York Stock Exchange. Blackstone common units will continue to trade under the ticker symbol “BX,” while shares of Class A common stock of PJT will trade under the symbol “PJT.” Blackstone expects that on or about September 18, two trading days prior to the record date, the Class A common stock of PJT will begin trading on a “when issued” basis under the symbol “PJT WI.” Concurrently, “ex distribution” trading in Blackstone common units under the symbol “BX WI” will commence alongside “regular way” trading for Blackstone common units. Class A common stock of PJT will begin “regular way” trading on October 1, 2015, at which time “regular way” trading in Blackstone common units will reflect Blackstone’s distribution of its Class A common stock of PJT.
Unitholders who sell their Blackstone common units in the “regular way” market on or before the distribution date will also be selling their right to receive the distribution of shares of Class A common stock of PJT. Blackstone common unitholders are encouraged to consult with their financial advisors regarding the specific implications of selling Blackstone common units.
The distribution does not require Blackstone common unitholder approval, nor is any unitholder action or payment necessary to receive shares of Class A common stock of PJT in the spin-off. Prior to the distribution date, the information statement will be available to all Blackstone common unitholders as of the record date. The information statement will include information regarding the procedures by which the distribution will be effected and other details of the transaction.
The transfer agent and registrar for the Class A common stock of PJT will be American Stock Transfer & Trust Company, LLC. For questions relating to the transfer of shares, shareholders may contact American Stock Transfer & Trust Company, via phone at +1-800-937-5449 or +1-718-921-8124. If shares are held by a bank, broker or other nominee, shareholders should contact that institution directly.
Blackstone is one of the world’s leading investment firms. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our asset management businesses, with over $330 billion in assets under management, include investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis. Blackstone also provides various financial advisory services, including financial and strategic advisory, restructuring and reorganization advisory and fund placement services. Further information is available at www.blackstone.com
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This release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, among others, statements that relate to the timing and completion of the tax-free spin-off described in this release. You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties that could cause actual outcomes or results to differ materially from those indicated in these statements. Such risks and uncertainties, include, but are not limited to: Blackstone’s ability to timely obtain, if ever, necessary regulatory approvals or to satisfy any of the other conditions to the spin-off; adverse effects on the market price of Blackstone’s common units and on Blackstone’s operating results because of its inability to timely complete, if ever, the spin-off; Blackstone’s ability to fully realize the expected benefits of the spin-off; negative effects of the consummation of the spin-off on the market price of Blackstone’s common units; significant transaction costs and/or unknown liabilities; general economic and business conditions that affect Blackstone and PJT in connection with the spin-off; unanticipated expenses; tax law changes; changes in capital market conditions; the impact of the spin-off on Blackstone’s and PJT’s professionals, employees, investors and clients; future opportunities that the board of directors of Blackstone’s general partner may determine present greater potential to increase value for unitholders; and the ability of PJT to operate independently following the spin-off.
For further information regarding risks and uncertainties associated with Blackstone’s businesses, please refer to the section entitled “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as such factors may be updated from time to time in its periodic filings with the Securities and Exchange Commission, which are accessible on the SEC’s website at www.sec.gov
. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in the filings. Blackstone undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
This release does not constitute an offer of any Blackstone Fund.
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