Designated
Filer: Friedman Fleischer & Lowe Capital Partners
III, L.P.
Issuer & Ticker
Symbol: Green Bancorp, Inc. [GNBC]
Date of Event Requiring Statement: February 5, 2018
Exhibit 99.1
Explanation of Responses
(1) Friedman Fleischer & Lowe Capital Partners III, L.P. is the direct
owner of the 2,351,751 shares reported herein. Concurrently with the
filing of this Form 4, Form 4s are being filed by: FFL Executive Partners III,
L.P., reporting the beneficial ownership of 45,860 shares of common stock;
Friedman Fleischer & Lowe Parallel Fund III, L.P., reporting
the beneficial ownership of 1,558,468 shares of common stock; and FFL Individual
Partners III, L.P., reporting the beneficial ownership of 49,819 shares of
common stock (such entities, together with Friedman Fleischer & Lowe Capital
Partners III, L.P., the “FFL Funds”).
(2) In connection with the secondary offering of common stock, par
value $0.01 per share, of Green Bancorp, Inc. (the "Shares"), by certain selling
shareholders pursuant to an underwriting agreement (the "Underwriting
Agreement") and prospectus supplement, each dated January 31, 2018 (the
"Secondary Offering"), the Reporting Person shown on this Form 4, as a selling
stockholder, sold Shares in the amounts shown in the above table. The Secondary
Offering closed on February 5, 2018. This amount represents an aggregate price
per Share of $23.03.
(3) The FFL Funds are controlled by Friedman Fleischer & Lowe GP
III, L.P., their general partner, which is controlled by Friedman Fleischer
& Lowe GP III, LLC, its general partner. Friedman Fleischer & Lowe GP
III, LLC is controlled by Tully M. Friedman and Spencer C. Fleischer, its two
managing members. Accordingly, Friedman Fleischer & Lowe GP III, L.P.,
Friedman Fleischer & Lowe GP III, LLC and Messrs. Friedman and Fleischer
(the “FFL Related Parties”) may be deemed to beneficially own the
shares owned by the FFL Funds. Each FFL Related Party expressly disclaims
beneficial ownership of the shares shown as beneficially owned by the FFL Funds
in which such FFL Related Party does not have a pecuniary interest. Investment,
disposition and voting decisions with respect to shares held by each of the FFL
Funds are made by an investment committee of certain limited partners of
Friedman Fleischer & Lowe GP III, L.P., currently consisting of seven
individuals (the “Investment Committee”), including Tully Friedman,
Spencer Fleischer, Chris Harris, Greg Long, Rajat Duggal, Aaron Money, and Cas
Schneller. All members of the Investment Committee expressly disclaim beneficial
ownership of the shares shown as beneficially owned by the FFL Funds in which
such members do not have a pecuniary interest. The address of each of the
entities and persons identified in this note is c/o FFL Partners, LLC, One
Maritime Plaza, Ste. 2200, San Francisco, CA 94111.