Green Bancorp 28 June PR

Green Bancorp to Merge With Redstone Bank

HOUSTON, June 28 / PRNewswire / - Green Bancorp, Inc., a Texas corporation, and Redstone Bank, N.A., a national banking association, today announced the execution of a definitive merger agreement pursuant to which Redstone Bank will be merged with and into a wholly owned subsidiary of Green Bancorp (the “Transaction”). Both Green Bancorp and Redstone Bank are locally headquartered in Houston, Harris County, Texas.

Corporate Overview

Green Bancorp is a unitary thrift holding company with plans to convert to a bank holding company prior to the consummation of the Transaction. Manuel J. Mehos, former Chairman and CEO of Coastal Banc ssb, a Houston based state savings bank which was sold to Hibernia National Bank in mid 2004, is the founder, Chairman and CEO of Green Bancorp.

Redstone Bank was founded by The Redstone Companies, a Houston-based diversified investment firm that invests in a wide range of businesses, including The Houstonian Hotel, Club & Spa, golf courses, financial services and real estate. At March 31, 2006, Redstone Bank had $168 million in total assets, $135 million in deposits and three branches located in Houston. Redstone’s existing customer base is primarily commercial businesses, real estate developers and high net worth individuals.

Green Bancorp plans to continue with the successful strategies of Redstone Bank with a strong emphasis on expanding Redstone’s existing customer base by hiring more commercial loan officers and offering additional loan and deposit products. To facilitate customer convenience, Green Bancorp also plans to open its new corporate headquarters and other new branch locations as well as continue to seek additional strategic acquisitions of community banks in the Houston area.

Merger Transaction

Under the terms of the merger agreement, which has been approved by both companies’ board of directors, Green Bancorp will issue new Green Bancorp common stock to the existing Redstone Bank shareholders in exchange for their Redstone Bank common stock, except for certain smaller shareholders who exercise an option to receive cash. Green Bancorp will raise additional capital prior to the closing of the Transaction. The merger is subject to the approval of the shareholders of Redstone Bank and applicable regulatory authorities and should be completed in the fourth quarter of 2006.

Upon completion of the Transaction, Redstone Bank will be a wholly owned subsidiary of Green Bancorp. David C. Shindeldecker, Chairman and CEO of Redstone Bank and President and CEO of The Redstone Companies, along with certain shareholders of Redstone Bank, will join the Board of Directors of Green Bancorp.

“This merger is a powerful combination. The Redstone Companies has a successful track record in a wide range of financial services and Green Bancorp has a proven management team who built a $3 billion bank from the ground up,” said Manuel J. Mehos, the Chairman and CEO of Green Bancorp.

“Redstone is very pleased with this merger. The business plans of both organizations are very similar and the merger will accelerate the process going forward. The strong capital base will allow the combined institutions to be a very strong competitor in the market,” said David C. Shindeldecker, the Chairman and CEO of Redstone Bank.

Future Plans

During 2006, Green Bancorp plans to begin construction on its new headquarters building and home office location at the southwest corner of Greenbriar and the Southwest Freeway in Houston. It will retain the Redstone Bank name for its bank until such time as the headquarters location has been completed. At that time, the Bank’s name will change from Redstone Bank to Green Bank.

Robert V. New, who formerly served as Chief Banking Officer of Coastal Banc, and prior to that served in various positions with Bank of America, will serve as the CEO of Green Bank.

Green Bancorp inks acquisition deal for Redstone Bank

Houston Business Journal
June 28, 2006

In a union of Houston financial institutions, Redstone Bank is merging into Green Bancorp Inc.

Green Bancorp, led by former Coastal Banc CEOand Chairman Manuel Mehos, on Wednesday afternoon announced the agreement to acquire Redstone Bank. Green Bancorp is a new thrift holding company founded by Mehos, its chairman and CEO. The addition of privately held Redstone will give startup Green Bancorp a sudden Houston presence.

Redstone's three branches are an in Houston. The approximately $168 miHion-in-assets independent bank was founded by The Redstone Cos., the Houston-based investment firm that operates The Houstonian Hotel and fitness complex.

Until this month, Mehos found his hands tied under a noncompete agreement that arose from Hibernia Corp.'s 2004 purchase of the Coastal Banc network for about $230 mi1lion in cash. In turn, New Orleans-based Hibernia was acquired by Capital One Financial Corp. (NYSE:COF) last year.

Bythe time Coastal was purchased by Hibernia two years ago, Mehos had built Coastal into a Texas power with total assets of about $2.6 bi1lion.His 12 percent ownership stake in Nasdaqlisted holding company Coastal Bancorp delivered Mehos an estimated pretax windfall of more than $27 mi1lion in the 2004 sale.

For Mehos, the noncompete agreement from the Hibernia deal expired in ,June. The former Coastal leader has wasted little time getting back into Houston banking.

The acquisition of Redstone Bank will be financed with newly issued stock of privately held Green Bancorp, along with some cash. Specific financial terms of the Redstone Bank acquisition were not released.

Redstone Bank will bring Green Bancorp approximately $135 million in deposits. For the most part, Redstone's customers are commercial businesses, real estate developers and high-net-worth individuals.

Green Bancorp, a unitary thrift holding company, plans to convert to a bank holding company before finalizing the Redstone deal. The transaction awaits approval of regulators and Redstone Bank shareholders.

Completion of the deal is expected in the fourth quarter. At that time, Redstone Bank ,in become a wholly owned subsidiary of Green Bancorp.

Also this year, Green Bancorp plans to start construction on a Houston headquarters building and home office location. The startup will place the headquarters at the southwest corner of Greenbriar and the Southwest Freeway.

The Redstone Bank name will be used by Green Bancorp until the headquarters location has been completed. At that time, the name will change from Redstone Bank to Green Bank.

David Shindeldecker, chairman and CEOof Redstone Bank, will join the board of directors of Green Bancorp.

Also on Wednesday afternoon, Green Bancorp said Robert New, formerly chief banking officer of CoastalBane,"villserve as the GreenBank'sCEO.