UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 27, 2015

 


 

Green Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 


 

TEXAS

(State or other jurisdiction
of incorporation)

 

001-36580

(Commission File
Number)

 

42-1631980

(I.R.S. Employer
Identification No.)

 

4000 Greenbriar

Houston, Texas 77098

(Address of principal executive offices, including zip code)

 

(713) 275 - 8220

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01   Other Events.

 

On May 27, 2015, Green Bancorp, Inc. (“Green Bancorp”) issued a press release announcing the execution of an Agreement and Plan of Merger with Patriot Bancshares, Inc. (“Patriot Bancshares”).  A copy of the press release is attached hereto as Exhibit 99.1. In addition Green Bancorp intends to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. A copy of the slides that will be made available in connection with the presentations is attached hereto as Exhibit 99.2.

 

Forward-Looking Statements

 

The information presented herein and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Green Bancorp’s and Patriot Bancshares’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.

 

You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statements are made. These statements may relate to future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial information. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements. Statements about the expected timing, completion and effects of the proposed transactions and all other statements in this release other than historical facts constitute forward-looking statements.

 

In addition to factors previously disclosed in Green Bancorp’s reports filed with the SEC and those identified elsewhere in this communication, the following factors among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Green Bancorp’s and Patriot Bancshares’s shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Green Bancorp and Patriot Bancshares businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

 

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

 

Additional Information About the Proposed Transaction and Where to Find It

 

This communication is being made in respect of the proposed merger transaction involving Green Bancorp and Patriot Bancshares. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

 

Investors and security holders are urged to carefully review and consider Green Bancorp’s public filings with the SEC, including but not limited to its Annual Reports on Form 10-K, its proxy statements, its Current Reports on Form 8-K and its Quarterly Reports on Form 10-Q. The documents filed by Green Bancorp with the SEC may be obtained free of charge at Green Bancorp’s investor relations website at investors.greenbank.com or at the SEC’s website at www.sec.gov. Alternatively, these documents, when available, can be obtained free of charge from Green Bancorp upon written request to Green Bancorp, Inc., Attn: Investor Relations, 4000 Greenbriar Street, Houston, TX 77098 or by calling (713) 275-8220.

 

2



 

In connection with the proposed transaction, Green Bancorp intends to file a registration statement on Form S-4 with the SEC which will include a joint proxy statement of Patriot Bancshares and Green Bancorp and a prospectus of Green Bancorp, and will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Patriot Bancshares and Green Bancorp are urged to carefully read the entire registration statement and joint proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction.  A definitive joint proxy statement/prospectus will be sent to the shareholders of each institution seeking the required shareholder approvals. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from Green Bancorp by writing to the address provided above.

 

Green Bancorp and Patriot Bancshares and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from their shareholders in connection with the proposed transaction. Information about these participants may be found in the definitive proxy statement of Green Bancorp relating to its 2015 Annual Meeting of Stockholders filed with the SEC on April 30, 2015. The definitive proxy statement can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such participants will be included in the proxy statement and other relevant documents regarding the proposed merger transaction filed with the SEC when they become available, copies of which may also be obtained free of charge from the sources indicated above.

 

Item 9.01.  Financial Statements and Exhibits

 

(d) Exhibits.  The following is furnished as an exhibit to this Current Report on Form 8-K:

 

Exhibit
Number

 

Description of Exhibit

99.1

 

Press Release issued by Green Bancorp, Inc., dated May 27, 2015

99.2

 

Investor Presentation, dated May 27, 2015

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Green Bancorp, Inc.

 

 

 

 

Date: May 27, 2015

/s/ John P. Durie

 

John P. Durie

 

Executive Vice President and Chief Financial Officer

 

4



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description of Exhibit

99.1

 

Press Release issued by Green Bancorp, Inc., dated May 27, 2015

99.2

 

Investor Presentation, dated May 27, 2015

 

5


Exhibit 99.1

 

 

News Release

 

GREEN BANCORP, INC. AND PATRIOT BANCSHARES, INC. ANNOUNCE MERGER PLANS, CREATING A PREMIER TEXAS BANKING FRANCHISE

 

Creates the 15th Largest Bank Headquartered in Texas

 

HOUSTON, TX — May 27, 2015 — Green Bancorp, Inc. (NASDAQ: GNBC) and Patriot Bancshares, Inc. announced today they have entered into a definitive agreement and plan of merger valued at approximately $139 million based on the closing price of Green Bancorp common stock on May 26, 2015. The merger will result in a leading commercial bank specializing in serving small-to-middle market commercial clients in Houston, Dallas and Austin.

 

Upon completion of the merger, the combined company will have approximately $3.6 billion in assets, $2.8 billion in gross loans and $3.0 billion in deposits across 23 locations operating as Green Bank. Patriot Bancshares adds 6 locations in Houston, 2 in Dallas and 1 in Fannin County, Texas, strengthening Green Bancorp’s existing presence in the Houston and Dallas metro areas. The combined institution will be the 15th largest bank headquartered in Texas and the 7th largest Texas bank by deposits in the Houston metro area.

 

Green Bank Chairman, Manny Mehos, said, “We formed Green Bank in 2006 to take advantage of what we believed would be a wave of consolidation in the Texas banking industry.  Our goal from the beginning was to build a $5 billion in assets bank with a geographic focus on the very attractive growth markets of Houston, Dallas-Fort Worth, and Austin.  Over the last nine years, we have successfully completed and integrated five acquisitions building Green Bank into a strong middle market bank with over $2 billion in assets.”

 

Mr. Mehos continued, “Today, I am very pleased to announce our merger with Patriot Bancshares which marks a significant step towards the realization of our goal as well as positioning Green Bank to accelerate our strategy.  This merger provides the necessary scale for Green Bank to be a significant competitor in our markets as well as an extremely attractive merger partner for future deals.”

 

Geoff Greenwade, President and Chief Executive Officer of Green Bank, added, “Patriot Bancshares is the perfect partner for Green Bank given their complementary branch network, similar business philosophy, and opportunity to leverage our bankers’ relationships to drive organic growth.  Patriot’s management team has built a bank that fits very well with our portfolio banker model.  This merger also helps to strengthen our existing presence in Houston and Dallas in addition to diversifying our loan and deposit bases.”

 

Don Ellis, Chairman and Chief Executive Officer of Patriot Bancshares, concluded, “Today is an important day for our bank, our employees and our shareholders as we join the Green Bank team.  I believe this merger positions our combined bank to become the premier Texas franchise and believe Patriot shareholders will benefit from the long term value creation that this platform is uniquely positioned to generate.”

 

The combined company will continue to operate under the Green Bancorp name and its principal banking subsidiary will continue under the name Green Bank, N.A.  The combined company will be led by Green Bancorp’s Manuel Mehos as Chairman and Chief Executive Officer, Geoffrey Greenwade as President, John Durie as Chief Financial Officer and Donald Perschbacher as Corporate Chief Credit Officer. Patriot Bancshares Chairman and Chief Executive Officer Don Ellis will be named Vice Chairman of Green Bancorp’s board.

 



 

The merger agreement provides that Green Bancorp will issue at the closing 10,757,273 shares of Green Bancorp common stock to Patriot Bancshares shareholders in exchange for all outstanding Patriot common shares as well as Patriot Bancshares’ $10.4 million Series D and Series F preferred stock which will be converted to Patriot common stock in advance of the closing.  In addition, it is expected that Patriot Bancshares’ $27.3 million Series B and Series C TARP preferred stock (now held by private shareholders) will be redeemed in connection with the closing. The transaction is expected to generate significant earnings per share accretion from identified cost savings. Upon closing, Green Bancorp shareholders will own approximately 71% of the stock of the combined company and Patriot Bancshares shareholders will own approximately 29%.

 

Approvals

 

The transaction has been approved by the Boards of Directors of both companies, and is expected to close in the fourth quarter of 2015. The transaction is subject to approval by each company’s shareholders, as well as regulatory approval and other customary closing conditions. Certain shareholders of Green Bancorp and Patriot Bancshares have agreed to vote in favor of the transaction.

 

Advisors

 

Jefferies LLC served as financial advisor to Green Bancorp. Skadden, Arps, Slate, Meagher & Flom LLP served as Green’s legal counsel. Keefe, Bruyette & Woods, Inc. served as financial advisor to Patriot Bancshares. Harris Law Firm PC and Fenimore, Kay, Harrison & Ford, LLP served as Patriot’s legal counsel.

 

Conference Call

 

Green Bancorp will host a conference call and webcast on May 27, 2015 at 5:00 p.m. Eastern Time to discuss the transaction. The conference call can be accessed live over the phone by dialing 1-877-407-0789, or for international callers, 1-201-689-8562. A replay will be available starting at 8:00 p.m. Eastern Time on May 27, 2015 and can be accessed by dialing 1-877-870-5176, or for international callers, 1-858-384-5517. The passcode for the replay is 13611071. The replay will be available until 11:59 p.m. Eastern Time on June 3, 2015.

 

About Green Bancorp

 

Headquartered in Houston, Texas, Green Bancorp, Inc. is a bank holding company that operates Green Bank, N.A., in Houston, Dallas and Austin. Commercial-focused, Green Bank is a nationally chartered bank regulated by the Office of the Comptroller of the Currency, a division of the Department of the Treasury of the United States. To learn more about Green Bancorp, please visit the Company’s web site at www.greenbank.com. Green Bancorp uses its web site as a channel of distribution for material Company information. Financial and other material information regarding Green Bancorp is routinely posted on the Company’s web site and is readily accessible.

 

About Patriot, Bancshares, Inc.

 

Headquartered in Houston, Texas, Patriot Bancshares, Inc. is a bank holding company that operates Patriot Bank in the Houston and Dallas metro areas and in Fannin County, Texas. To learn more about Patriot Bancshares, please visit the Company’s web site at www.patriotbankusa.com.

 



 

Forward-Looking Statements

 

The information presented herein and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Green Bancorp, Inc.’s and Patriot Bancshares, Inc.’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.

 

You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statements are made. These statements may relate to future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial information. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements. Statements about the expected timing, completion and effects of the proposed transactions and all other statements in this release other than historical facts constitute forward-looking statements.

 

In addition to factors previously disclosed in Green Bancorp, Inc.’s reports filed with the SEC and those identified elsewhere in this communication, the following factors among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Green Bancorp, Inc.’s and Patriot Bancshares, Inc. ‘s shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Green Bancorp, Inc. and Patriot Bancshares, Inc.  businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

 

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

 

Additional Information About the Proposed Transaction and Where to Find It

 

This communication is being made in respect of the proposed merger transaction involving Green Bancorp, Inc. and Patriot Bancshares, Inc. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

 

Investors and security holders are urged to carefully review and consider Green Bancorp, Inc.’s public filings with the SEC, including but not limited to its Annual Reports on Form 10-K, its proxy statements, its Current Reports on Form 8-K and its Quarterly Reports on Form 10-Q. The documents filed by Green Bancorp, Inc. with the SEC may be obtained free of charge at Green Bancorp’s investor relations website at investors.greenbank.com or at the SEC’s website at www.sec.gov. Alternatively, these documents, when available, can be obtained free of charge from Green Bancorp upon written request to Green Bancorp, Inc., Attn: Investor Relations, 4000 Greenbriar Street, Houston, TX 77098 or by calling (713) 275-8220.

 



 

In connection with the proposed transaction, Green Bancorp, Inc. intends to file a registration statement on Form S-4 with the SEC which will include a joint proxy statement of Patriot Bancshares, Inc. and Green Bancorp, Inc. and a prospectus of Green Bancorp, Inc., and will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Patriot Bancshares, Inc. and Green Bancorp, Inc. are urged to carefully read the entire registration statement and joint proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction.  A definitive joint proxy statement/prospectus will be sent to the shareholders of each institution seeking the required shareholder approvals. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from Green Bancorp, Inc. by writing to the address provided above.

 

Green Bancorp and Patriot Bancshares and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from their shareholders in connection with the proposed transaction. Information about these participants may be found in the definitive proxy statement of Green Bancorp relating to its 2015 Annual Meeting of Stockholders filed with the SEC on April 30, 2015. The definitive proxy statement can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such participants will be included in the proxy statement and other relevant documents regarding the proposed merger transaction filed with the SEC when they become available, copies of which may also be obtained free of charge from the sources indicated above.

 

#  # #

 


Exhibit 99.2

 

GRAPHIC

May 27, 2015 Merger with Patriot Bancshares, Inc.

 


GRAPHIC

The following information contains, or may be deemed to contain, "forward-looking statements" (as defined in the U.S. Private Securities Litigation Reform Act of 1995) giving Green Bancorp, Inc.’s and Patriot Bancshares, Inc.’s expectations or predictions of future financial or business performance or conditions. Most forward-looking statements contain words that identify them as forward-looking, such as "plan", "seek", "expect", "intend", "estimate", "anticipate", "believe", "project", "opportunity", "target", "goal", "growing“, "continue“, “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions that relate to future events, as opposed to past or current events. By their nature, forward-looking statements are not statements of historical facts and involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These statements give Green Bancorp's current expectation of future events or its future performance and do not relate directly to historical or current events or Green Bancorp's historical or future performance. As such, Green Bancorp's future results may vary from any expectations or goals expressed in, or implied by, the forward-looking statements included in this presentation, possibly to a material degree. Green Bancorp cannot assure you that the assumptions made in preparing any of the forward-looking statements will prove accurate or that any long-term financial goals will be realized. All forward-looking statements included in this presentation speak only as of the date made, and Green Bancorp undertakes no obligation to update or revise publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise. In particular, Green Bancorp cautions you not to place undue weight on certain forward-looking statements pertaining to potential growth opportunities or long-term financial goals set forth herein. Green Bancorp's business is subject to numerous risks and uncertainties, which may cause future results of operations to vary significantly from those presented herein. In addition to factors previously disclosed in Green Bancorp, Inc.’s reports filed with the SEC and those identified elsewhere in this communication, the following factors among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Green Bancorp, Inc.’s and Patriot Bancshares, Inc. ’s shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Green Bancorp, Inc. and Patriot Bancshares, Inc. businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Safe Harbor

 


GRAPHIC

Strategically Compelling Transaction Creates ~$4 billion asset Texas bank 15th largest Texas headquartered bank (from #25) #13 deposit rank in Houston MSA (from #21); #7 among Texas headquartered banks Strengthens existing presence in Dallas Combination with significant in-market Texas partner Complementary business philosophies Provides further diversification of loan and deposit base Financially attractive 20%+ EPS accretion in first year driven by cost savings Leverages excess capital from IPO; no additional capital need Tangible book value dilution expected to be earned back in 4.4 years Strong pro forma capital provides flexibility for M&A and buybacks Consistent with strategic goal to achieve $5 billion assets in core Texas markets

 


GRAPHIC

Transaction Overview 10,757,273 million shares of GNBC stock $139 million deal value based on May 26, 2015 GNBC stock price Subject to reduction if minimum tangible book value threshold (net of seller transaction costs) is not achieved(1) Consideration 71% Green / 29% Patriot Pro Forma Ownership Fourth quarter 2015 Anticipated Closing Manny Mehos, Chairman & CEO; Geoff Greenwade, President; John Durie, CFO; Donald Perschbacher, Corporate Chief Credit Officer Patriot Chairman and CEO Don Ellis to join Green Board as Vice Chairman Management and Board Composition See Merger Agreement for detail Included in 10,757,273 million GNBC share issuance $27.3 million TARP preferred to be redeemed $10.4 million preferred to be converted into common equity(2) $22.2 million TruPS to be assumed Patriot’s Capital Securities Green Bancorp and Green Bank Name Green and Patriot shareholders Customary regulatory approvals Required Approvals

 


GRAPHIC

Overview of Patriot Bancshares Houston bank formed through 2005 acquisition of First State Bank in Honey Grove, TX Founded and led by Chairman and CEO Don Ellis $1.4 billion assets and $1.1 billion deposits 9 offices located in Houston MSA (6), Dallas MSA (2) and Honey Grove, TX (1) 174 employees Overview Financial Highlights ($Millions) Source: SNL Financial Adjusted for $10.35 million conversion of preferred equity to common equity Balance Sheet Data 3/31/15 Total Assets $1,372 Total Loans, HFI 966 Total Deposits 1,103 Tangible Common Equity(1) 89 TCE / TA(1) 6.5% ROAA ROATCE (0.40%) 0.03% 0.29% 0.55% 0.60% 0.58% 2010 2011 2012 2013 2014 LTM 1Q15 (16.7%) (2.1%) 4.7% 10.3% 9.5% 8.3% 2010 2011 2012 2013 2014 LTM 1Q15

 


GRAPHIC

Complementary Branch Networks Houston Pro Forma Branch Network Dallas Pro Forma Branch Network Texas Pro Forma Branch Network Source: SNL Financial Note: Deposit data as of June 30, 2014 per FDIC Summary of Deposits survey Patriot Green ($Millions) Green Patriot Pro Forma Deposits $1,012 $851 $1,864 Branches 6 6 12 Deposits / Branch 169 142 155 ($Millions) Green Patriot Pro Forma Deposits $715 $121 $836 Branches 6 2 8 Deposits / Branch 119 60 105 ($Millions) Green Patriot Pro Forma Deposits $1,784 $1,027 $2,812 Branches 13 9 22 Deposits / Branch 137 114 128

 


GRAPHIC

Creates 15th largest Texas headquartered bank by assets (from #25) Improves Rank in Core Markets Houston MSA Deposit Market Share Texas Headquartered Banks Source: SNL Financial Note: Deposit data as of June 30, 2014 per FDIC Summary of Deposits survey Texas headquartered banks are italicized #13 deposit rank in Houston MSA (from #21) #7 deposit rank among Texas headquartered banks in Houston MSA (from #11)(1) Rank Bank Assets ($mm) 1 Comerica $69,420 2 Cullen/Frost 28,197 3 Prosperity 21,609 4 Texas Capital 17,326 5 International Bancshares 12,374 6 Hilltop Holdings 12,563 7 Cadence Bancorp 8,145 8 Beal Financial 7,468 9 First Financial 6,025 10 Southside 4,732 11 Woodforest Financial 4,656 12 LegacyTexas Financial 6,512 13 Independent Bank 4,258 14 Amarillo National 3,812 Pro Forma Green / Patriot 3,625 15 Broadway 3,264 25 Green 2,253 38 Patriot 1,372 Rank TX HQ Rank Bank Branches Deposits ($mm) Market Share 1 JPMorgan Chase (NY) 227 $104,185 48.31% 2 Wells Fargo (CA) 208 22,573 10.47 3 Bank of America (NC) 111 15,322 7.10 4 BBVA / Compass (Spain) 78 12,047 5.59 5 Zions (UT) 70 9,978 4.63 6 Capital One (VA) 54 4,127 1.91 7 1 Prosperity (TX) 57 3,933 1.82 8 2 Cullen/Frost (TX) 30 3,873 1.80 9 3 Comerica (TX) 57 3,536 1.64 10 4 Woodforest Financial (TX) 107 2,918 1.35 11 5 Cadence (TX) 13 2,135 0.99 12 6 Texas Capital (TX) 2 1,881 0.87 Pro Forma Green / Patriot 12 1,864 0.86 13 BOK Financial (OK) 14 1,601 0.74 14 Regions Financial (AL) 28 1,548 0.72 15 7 Allegiance (TX) 17 1,506 0.70 21 11 Green (TX) 6 1,012 0.47 23 13 Patriot (TX) 6 851 0.39

 


GRAPHIC

Houston and Dallas are Attractive Markets Projected Population Growth (2015-2020)(1) Projected Real GDP Growth (2014-2019)(1) Top 5 MSAs by Population (in Millions)(1) Top 5 MSAs by Number of Fortune 500 Company Headquarters Source: SNL Financial, The Perryman Group, Greater Houston Partnership As of January 2015 3.37% 4.34% 4.37% 4.47% U.S. Texas Dallas MSA Houston MSA 3.52% 6.70% 7.12% 7.72% U.S. Texas Dallas MSA Houston MSA 20.0 13.2 9.6 6.9 6.4 New York Los Angeles Chicago Dallas Houston 72 30 26 21 18 New York Chicago Houston Los Angeles Dallas

 


GRAPHIC

Houston: Stability Through a Downturn Houston is the 5th most populous metro area in the U.S. with ~6.5 million people Led the nation in population growth in 2014 adding nearly 157,000 residents 26 Fortune 500 companies are headquartered in the Houston MSA, after only New York and Chicago More jobs in Houston (2.9 million) than in 36 states Texas Medical Center employs more people than Exxon, Apple and Google Despite the drop in oil prices, Houston-area unemployment remained stable at 4.2% in March compared to 5.5% for the U.S. Port of Houston has the largest export market in the U.S., handling $353 billion of trade in 2014 Source: Federal Reserve Bank of Dallas, Greater Houston Partnership

 


GRAPHIC

Credit risk due diligence on Patriot portfolio Extensive review process conducted by a loan review firm with significant regulatory and local market expertise overseen by senior credit executives of Green Portfolio review of ~70% of outstanding loan balances and 100% of OREO Operational due diligence on Patriot High quality operations with effective risk management and controls Patriot management has made a significant investment in upgrading risk management capabilities in recent years Validated projected operational efficiencies Review concluded operations are highly compatible with limited expected customer impact due to use of common core systems and customer facing technology Due Diligence and Credit Review

 


GRAPHIC

Financial Assumptions and Impact Credit Mark: Cost Savings: Financial Assumptions 20%+ EPS accretion in first year driven by cost savings Leverages excess capital from IPO; no additional capital need ~14% TBV dilution expected to be earned back in 4.4 years Pro forma capital ratios at close: TCE / TA = 9.2% Tier 1 Leverage = 9.8% Total Risk-Based Capital = 12.0% Financial Impact Gross loan credit mark of 2.1% ~35% of Patriot’s non-interest expenses Transaction Multiples Adjusted for conversion of $10.4 million convertible preferred into common equity 10 bank transactions announced since January 1, 2014 with targets headquartered in Texas and transaction values of greater than $20 million GNBC / Patriot Comparable TX Deals (2) Price / TBV (1) 1.57x 1.93x Price / LTM Earnings 17.7 26.7 Price / LTM Earnings with Cost Savings 9.2 16.3 Core Deposit Premium (1) 7.4% 13.0%

 


GRAPHIC

Combined Franchise *Dollars in millions Note: Financial figures as of or for the twelve months ended March 31, 2015. Combined data include purchase accounting adjustments. Adjusted for $10.35 million conversion of preferred equity to common equity (1) Standalone Green Patriot Combined Assets $2,253 $1,372 $3,621 Gross Loans, HFI 1,811 966 2,754 Deposits 1,932 1,103 3,038 Number of Branches 14 9 23 Deposits / Branch $138 $123 $132 Loans / Deposits 93.7% 87.6% 90.7% TCE / TA 11.7 6.5 8.5 ROAA 0.80% 0.58% 0.98% Efficiency Ratio 59.4 82.9 53.6 Balance Sheet Scale LTM Profitability Franchise

 


GRAPHIC

Loan and Deposit Composition Loan Composition Deposit Composition Total Loans: $1.8 billion Loan Yield: 4.92% Total Loans: $1.0 billion Loan Yield: 4.49% Total Loans: $2.8 billion Loan Yield: 4.77% Total Deposits: $1.9 billion Cost of Deposits: 0.46% Total Deposits: $1.1 billion Cost of Deposits: 0.86% Total Deposits: $3.0 billion Cost of Deposits: 0.61% Source: SNL Financial Note: Financial figures as of or for the quarter ended March 31, 2015 and do not include purchase accounting adjustments Green Patriot Combined Green Patriot Combined C&D 15% C&I 41% Multifamily 3% CRE 26% 1 - 4 Family 14% Consumer & Other 1% C&D 13% C&I 34% Multifamily 3% CRE 41% 1 - 4 Family 7% Consumer & Other 2% C&D 15% C&I 39% Multifamily 3% CRE 31% 1 - 4 Family 11% Consumer & Other 1% Transaction Accounts 31% MMDA & Savings 34% Retail Time 7% Jumbo Time 28% Transaction Accounts 17% MMDA & Savings 21% Retail Time 24% Jumbo Time 38% Transaction Accounts 26% MMDA & Savings 30% Retail Time 13% Jumbo Time 31%

 


GRAPHIC

Summary Creates ~$4 billion asset Texas bank 15th largest Texas headquartered bank (from #25) Enhances footprint in largest Texas metro areas (Houston and Dallas) Significant cost and growth synergies identified (growth synergies not modeled) 20%+ EPS accretion in first year Leverages excess capital; no additional capital need GNBC management is an experienced acquiror and integrator 6th acquisition since 2006 Consistent with strategic goal to achieve $5 billion assets in core Texas markets

 


GRAPHIC

Investors and security holders are urged to carefully review and consider Green Bancorp, Inc.’s public filings with the SEC, including but not limited to its Annual Reports on Form 10-K, its proxy statements, its Current Reports on Form 8-K and its Quarterly Reports on Form 10-Q. The documents filed by Green Bancorp, Inc. with the SEC may be obtained free of charge at Green Bancorp's website at www.greenbank.com or at the SEC’s website at www.sec.gov. Alternatively, these documents, when available, can be obtained free of charge from Green Bancorp upon written request to Green Bancorp, Inc., Attn: Investor Relations, 4000 Greenbriar Street, Suite 355, Houston, TX 77098 or by calling (713) 275-8220. In connection with the proposed transaction, Green Bancorp, Inc. intends to file a registration statement on Form S-4 with the SEC which will include a joint proxy statement of Patriot Bancshares, Inc. and Green Bancorp, Inc. and a prospectus of Green Bancorp, Inc., and will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Patriot Bancshares, Inc. and Green Bancorp, Inc. are urged to carefully read the entire registration statement and joint proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. A definitive joint proxy statement/prospectus will be sent to the shareholders of each institution seeking the required shareholder approvals. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from Green Bancorp, Inc. by writing to the address provided above. Green Bancorp and Patriot Bancshares and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from their shareholders in connection with the proposed transaction. Information about these participants may be found in the definitive proxy statement of Green Bancorp relating to its 2015 Annual Meeting of Stockholders filed with the SEC on April 30, 2015. The definitive proxy statement can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such participants will be included in the proxy statement and other relevant documents regarding the proposed merger transaction filed with the SEC when they become available, copies of which may also be obtained free of charge from the sources indicated above. Additional Information About the Proposed Transaction and Where to Find It