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Green Bancorp, Patriot Bancshares enter $139m merger agreement

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Staff writer |
Green Bancorp
Merger   A commercial bank specializing in serving small-to-middle market

Green Bancorp and Patriot Bancshares 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.

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%.

The transaction has been approved by the boards 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.


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