0000927089-18-000320.txt : 20180829 0000927089-18-000320.hdr.sgml : 20180829 20180829173056 ACCESSION NUMBER: 0000927089-18-000320 CONFORMED SUBMISSION TYPE: 1-A/A PUBLIC DOCUMENT COUNT: 29 FILED AS OF DATE: 20180829 DATE AS OF CHANGE: 20180829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY NEXT FINANCIAL Corp CENTRAL INDEX KEY: 0001493006 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 272851432 STATE OF INCORPORATION: LA FILING VALUES: FORM TYPE: 1-A/A SEC ACT: 1933 Act SEC FILE NUMBER: 024-10870 FILM NUMBER: 181045055 BUSINESS ADDRESS: STREET 1: 505 NORTH VIENNA STREET CITY: RUSTON STATE: LA ZIP: 71270 BUSINESS PHONE: 318-255-3733 MAIL ADDRESS: STREET 1: 505 NORTH VIENNA STREET CITY: RUSTON STATE: LA ZIP: 71270 1-A/A 1 primary_doc.xml 1-A/A LIVE 0001493006 XXXXXXXX 024-10870 false false false CENTURY NEXT FINANCIAL Corp LA 2010 0001493006 6035 00-0000000 57 0 505 NORTH VIENNA STREET RUSTON LA 71270 318-255-3733 Eric M. Marion, Esq. Banking 30611000.00 1155000.00 237449000.00 5627000.00 283613000.00 176000.00 227922000.00 22134000.00 255461000.00 28152000.00 283613000.00 12100000.00 1658000.00 280000.00 2355000.00 2.26 2.18 Heard McElroy & Vestal LLC Common Stock 1099313 156635104 OTC Pink Marketplace Preferred Stock 0 000000000 None None 0 000000000 None true true false Tier1 Audited Equity (common or preferred stock) N N N N N N 425339 1524652 54.1600 12761125.00 0.00 0.00 0.00 12761125.00 Heard McElroy & Vestal LLC 10000.00 Silver, Freedman, Taff & Tiernan 175000.00 true false AL AZ AR CA CO FL GA IN IA KS LA MO NJ NC OK OR TN TX true PART II AND III 2 oc.htm

 
MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Fellow Shareholders:

On May 16, 2018, Century Next Financial Corporation (which we refer to as "Century Next"), and Ashley Bancstock Company (which we refer to as "ABC"), entered into an Agreement and Plan of Merger (which we refer to as the "merger agreement") that provides for the combination of the two companies. Under the merger agreement, ABC will merge with and into Century Next, with Century Next as the surviving corporation, in a transaction we refer to as the "merger." Immediately following the completion of the merger, First National Bank of Crossett, a wholly-owned bank subsidiary of ABC, will merge with and into Bank of Ruston, a wholly-owned subsidiary of Century Next, with Bank of Ruston as the surviving bank, in a transaction we refer to as the "bank merger."

In the merger, each outstanding share of ABC common stock (except for shares held by shareholders who exercise their dissenters' rights under Arkansas law) will be automatically converted into the right to receive 1.8052 (which we refer to as the "exchange ratio") shares of Century Next common stock. The market value of the shares of Century Next common stock that each ABC shareholder will receive in the merger (which we refer to as the "stock merger consideration") will fluctuate and will not be known at the time ABC shareholders vote on the merger. Based on the closing price of $30.00 per share of Century Next's common stock on May 15, 2018 (the last trading day before public announcement of the merger), the stock merger consideration represented approximately $54.16 in value for each share of ABC common stock. Based on Century Next's closing price on August 27, 2018 of $33.50, the stock merger consideration represented approximately $60.47 in value for each share of ABC common stock. We urge you to obtain current market quotations for Century Next (trading symbol "CTUY")

ABC and Century Next will each hold a special meeting of their respective shareholders to approve the merger agreement and related matters. The special meeting of Century Next's shareholders will be held on Thursday, October 25, 2018 at Bank of Ruston's main office, located at 505 North Vienna Street, Ruston, Louisiana 71270, at 1:00 p.m. local time. The special meeting of ABC shareholders will be held on Thursday, October 25, 2018 at First National Bank of Crossett's main office, located at 218 Main Street, Crossett, Arkansas 71635, at 1:00 p.m. local time. It is important that your shares be represented at the meeting and your vote be recorded. Please take the time to vote by completing and mailing the enclosed proxy card or, if applicable,  by voting via the Internet or telephone using the instructions provided on the proxy card.

The boards of directors of Century Next and ABC unanimously recommend that their respective shareholders vote "FOR" approval of the merger agreement and "FOR" the other matters to be considered at the Century Next and the ABC special meetings.

Please carefully read the entire joint proxy statement/offering circular, including "Risk Factors," beginning on page 24, for a discussion of the risks relating to the proposed merger.

Thank you for your support.

 
 
 
 
 
 
  
 
 
 
William D. Hogan
 
Herbert R. Hutchison
 
 
President and Chief Executive Officer
 
Chairman of the Board
 
 
Century Next Financial Corporation
 
Ashley Bancstock Company
 

The U.S. Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the SEC; however, the SEC has not made an independent determination that the securities offered are exempt from registration.

The shares of Century Next common stock to be issued to shareholders of ABC in connection with the merger are not deposits or savings accounts or other obligations of any bank or savings association, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
 
                The date of this joint proxy statement/offering circular is September 5, 2018, and it is first being mailed or otherwise delivered to shareholders of Century Next and ABC on or about September 10, 2018.
 
 

CENTURY NEXT FINANCIAL CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 25, 2018
 
 
To the Shareholders of Century Next Financial Corporation:

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Century Next Financial Corporation (which we refer to as "Century Next"), will be held on Thursday, October 25, 2018 at 1:00 p.m. local time at Bank of Ruston's main office, located at 505 North Vienna Street, Ruston, Louisiana, to consider and vote upon the following matters:

1.
 
A proposal to approve the Agreement and Plan of Merger, dated as of May 16, 2018, by and between Century Next and Ashley Bancstock Company, as may be amended from time to time, pursuant to which Ashley Bancstock Company will merge with and into Century Next (which we refer to as the "merger"), as more fully described in the attached joint proxy statement/offering circular (which we refer to as the "Century Next merger proposal");
     
2.
 
A proposal to approve the issuance of additional shares of Century Next common stock, par value $0.01 per share, to shareholders of Ashley Bancstock Company in the merger (which we refer to as the "stock issuance proposal"); and
     
3.
 
A proposal to authorize the adjournment of the Century Next special meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Century Next special meeting to approve either the Century Next merger proposal or the stock issuance proposal (which we refer to as the "Century Next adjournment proposal").

We have fixed the close of business onAugust 27, 2018 as the record date for determining those Century Next shareholders entitled to notice of, and to vote at, the Century Next special meeting and any adjournments or postponements of the Century Next special meeting. Only Century Next shareholders of record at the close of business on that date are entitled to vote at the Century Next special meeting and any adjournments or postponements of the Century Next special meeting.

Approval of each of the Century Next merger proposal and the stock issuance proposal requires the affirmative vote of the holders of a majority of the total number of shares of Century Next common stock outstanding and entitled to be cast at the Century Next special meeting. Approval of the Century Next adjournment proposal requires the affirmative vote of a majority of the votes cast at the Century Next special meeting.

We have concluded that Century Next's shareholders are not entitled to appraisal rights under Louisiana law.

Whether or not you intend to attend the Century Next special meeting, please vote as soon as possible by signing and returning the enclosed proxy card in the postage-paid envelope provided, by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card.  If your shares are held in "street name" through a bank, broker, nominee or other holder of record, please follow the instructions on the voting instruction form provided by such entity.

Century Next's board of directors has unanimously approved the merger agreement and recommends that Century Next shareholders vote "FOR" approval of the Century Next merger proposal, "FOR" approval of the stock issuance proposal, and "FOR" the proposal to authorize the adjournment of the Century Next special meeting, if necessary or appropriate, to solicit additional proxies to approve the Century Next merger proposal or the stock issuance proposal.

The enclosed joint proxy statement/offering circular provides a detailed description of the Century Next special meeting, the merger, the merger agreement and other documents related to the merger, the stock issuance and other related matters. We urge you to read the joint proxy statement/offering circular, including the attached Annexes and any documents incorporated in the joint proxy statement/offering circular by reference, carefully and in their entirety.
 
   
BY ORDER OF THE BOARD OF DIRECTORS,
     
   
Alan D. Roberson III, Corporate Secretary
Century Next Financial Corporation
Ruston, Louisiana
September 10, 2018
 
 

ASHLEY BANCSTOCK COMPANY
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 25, 2018
 
 
To the Shareholders of Ashley Bancstock Company:

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Ashley Bancstock Company (which we refer to as "ABC"), will be held on Thursday, October 25, 2018 at 1:00 p.m. local time at First National Bank of Crossett's main office, located at 218 Main Street, Crossett, Arkansas, to consider and vote upon the following matters:

1.
 
A proposal to approve the Agreement and Plan of Merger, dated as of May 16, 2018, by and between Century Next Financial Corporation and ABC, as may be amended from time to time, pursuant to which ABC will merge with and into Century Next Financial Corporation (which we refer to as the "merger"), as more fully described in the attached joint proxy statement/offering circular (which we refer to as the "ABC merger proposal"); and
     
2.
 
A proposal to authorize the adjournment of the ABC special meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the ABC merger proposal (which we refer to as the "ABC adjournment proposal").

We have fixed the close of business on August 27, 2018 as the record date for determining those ABC shareholders entitled to notice of, and to vote at, the ABC special meeting and any adjournments or postponements of the ABC special meeting. Only ABC shareholders of record at the close of business on that date are entitled to vote at the ABC special meeting and any adjournments or postponements of the ABC special meeting.

Approval of the ABC merger proposal requires the affirmative vote of the holders of two-thirds of the total number of shares of ABC common stock outstanding and entitled to be cast at the ABC special meeting. Approval of the ABC adjournment proposal requires the affirmative vote of a majority of the votes cast at the ABC special meeting.

Shareholders of ABC are entitled to assert dissenters' rights in connection with the merger and demand payment of the "fair value" of their shares of ABC common stock in lieu of the merger consideration. In order to properly exercise your dissenters' rights and receive the cash fair value for your shares, you must precisely follow the procedures specified in the Arkansas Business Corporation Act of 1965 relating to dissenters' rights applicable to the merger (Ark. Code Ann. Section 4-26-1011), which are summarized in the accompanying joint proxy statement/offering circular and included as Annex D to the accompanying joint proxy statement/offering circular.

Whether or not you intend to attend the ABC special meeting, please vote as soon as possible by signing and returning the enclosed proxy card in the postage-paid envelope provided.  If your shares are held in "street name" through a bank, broker, nominee or other holder of record, please follow the instructions on the voting instruction form provided by such entity.

ABC's board of directors has approved the merger agreement, and recommends that ABC's shareholders vote "FOR" approval of the ABC merger proposal and "FOR" approval of the ABC adjournment proposal, if necessary or appropriate, to solicit additional proxies to approve the ABC merger proposal.

The enclosed joint proxy statement/offering circular provides a detailed description of the ABC special meeting, the merger, the merger agreement and other documents related to the merger and other related matters. We urge you to read the joint proxy statement/offering circular, including the attached Annexes and any documents incorporated in the joint proxy statement/offering circular by reference, carefully and in their entirety.  If you have any questions or need assistance voting your shares, please contact ABC's proxy solicitor, Laurel Hill Advisory Group, LLC, toll free at (888) 742-1305.

   
BY ORDER OF THE BOARD OF DIRECTORS,
     
   
Benjamin J. Walsh, Corporate Secretary
Ashley Bancstock Company
Crossett, Arkansas
September 10,  2018
 
 

ADDITIONAL INFORMATION
Century Next has filed an offering statement on Form 1-A with the U.S. Securities and Exchange Commission (which we refer to as the "SEC") pursuant to the Securities Act of 1933, as amended, which we refer to as the Securities Act, that qualifies the Century Next common stock to be issued in the merger.  As allowed by SEC rules, this document does not contain all the information that you can find in the offering statement on Form 1-A filed by Century Next or the exhibits to such offering statement. Please refer to the offering statement for further information about Century Next and the Century Next common stock to be issued in the merger. Statements contained in this joint proxy statement/offering circular concerning the provisions of certain documents included in the offering statement are not necessarily complete. A complete copy of certain of these documents is filed as an exhibit to the offering statement. You may obtain copies of all or any part of the offering statement, including exhibits thereto, upon payment of the prescribed fees, at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the SEC's Public Reference Room. The SEC filings made by Century Next are also available to the public from commercial document retrieval services and at the SEC's Internet website at http://www.sec.gov. The information contained on the SEC's website is expressly not incorporated by reference into this joint proxy statement/offering circular. You may also request copies of these documents at no cost by contacting Century Next at the following address:
 
Century Next Financial Corporation
505 North Vienna Street
Ruston, Louisiana 71270
(318) 255-3733
Attention:  Corporate Secretary
 

You will not be charged for any of these documents that you request. If you would like to request documents from Century Next, you must do so no later than five business days before the date of Century Next's special meeting to ensure timely delivery.  This means Century Next shareholders requesting documents must do so by October 18, 2018, in order to receive them before Century Next's special meeting.
Shareholders of ABC who have any questions concerning the merger, this joint proxy statement/offering circular or who need help voting their shares of ABC common stock may contact ABC's proxy solicitor, Laurel Hill Advisory Group, LLC, toll free at (888) 742-1305.
See "Where You Can Find More Information" on page 141.
ABOUT THIS DOCUMENT
This document, which forms part of an offering statement on Form 1-A filed by Century Next with the SEC (File No. 024-10870) constitutes an offering circular of Century Next with respect to the shares of Century Next common stock to be issued to ABC shareholders in connection with the proposed merger. This document also constitutes a proxy statement of each of Century Next and ABC in connection with their respective special meetings of shareholders. This document also provides the notice of the special meetings of Century Next and ABC in accordance with state law with respect to their special meetings at which shareholders will consider and vote on the proposals described in the respective notices.
You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different from that contained in this document. This document is dated September 5, 2018. You should not assume that the information contained in this document is accurate as of any other date. Neither the mailing of this document to Century Next shareholders or ABC shareholders nor the issuance by Century Next of its shares in connection with the merger will create any implication to the contrary.
This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding Century Next has been provided by Century Next, and information contained in this document regarding ABC has been provided by ABC.
 

TABLE OF CONTENTS

 
PAGE
 
     
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS
1
 
SUMMARY
8
 
COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA
16
 
UNAUDITED SELECTED FINANCIAL AND OTHER DATA OF CENTURY NEXT
17
 
UNAUDITED SELECTED FINANCIAL AND OTHER DATA OF ABC
19
 
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL DATA
20
 
RISK FACTORS
24
 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
32
 
THE CENTURY NEXT SPECIAL MEETING
34
 
THE CENTURY NEXT PROPOSALS
37
 
THE ABC SPECIAL MEETING
38
 
THE ABC PROPOSALS
40
 
THE MERGER
41
 
THE MERGER AGREEMENT
64
 
ACCOUNTING TREATMENT
74
 
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER
74
 
INFORMATION ABOUT CENTURY NEXT
77
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CENTURY NEXT 91  
MANAGEMENT OF CENTURY NEXT
102
 
INFORMATION ABOUT ABC
105
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ABC
117
 
MARKET PRICE AND DIVIDENDS
127
 
DESCRIPTION OF CENTURY NEXT CAPITAL STOCK
128
 
COMPARATIVE RIGHTS OF SHAREHOLDERS
129
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF CENTURY NEXT
138
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF ABC
140
 
LEGAL MATTERS
141
 
EXPERTS
141
 
WHERE YOU CAN FIND MORE INFORMATION
141
 
     
INDEX TO CENTURY NEXT FINANCIAL STATEMENTS
F-1
 
INDEX TO ABC FINANCIAL STATEMENTS
G-1
 
ANNEX A - AGREEMENT AND PLAN OF MERGER DATED MAY 16, 2018 BY AND BETWEEN CENTURY NEXT FINANCIAL CORPORATION AND ASHLEY
        BANCSTOCK COMPANY
A-1
 
ANNEX B - OPINION OF SANDLER O'NEILL & PARTNERS, L.P.
B-1
 
ANNEX C - OPINION OF SOUTHARD FINANCIAL, LLC
C-1
 
ANNEX D - ARKANSAS STATUTORY PROVISIONS RELATED TO DISSENTERS' RIGHTS
D-1
 

 

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS
The following questions and answers briefly address some commonly asked questions about the merger and the special meetings of shareholders. They may not include all the information that may be important to you. You should read the entire document carefully, including the Annexes, and any additional documents incorporated by reference into this joint proxy statement/offering circular to fully understand the merger agreement and the transactions contemplated thereby, including the merger, the issuance of shares of Century Next common stock in connection with the merger, the proposals to be considered and voted on by shareholders of each of Century Next and ABC, and the voting procedures for the special meetings of shareholders of Century Next and ABC, respectively.
In this joint proxy statement/offering circular, we generally refer to Century Next Financial Corporation as "Century Next," Bank of Ruston, a federally chartered savings bank and wholly-owned subsidiary of Century Next, as "Bank of Ruston," Ashley Bancstock Company as "ABC," and First National Bank of Crossett, a national bank and wholly-owned subsidiary of ABC, as "FNBC."
Q:
 
What is the merger?
     
A:
 
On May 16, 2018, Century Next and ABC entered into an Agreement and Plan of Merger, which we refer to as the " merger agreement." Pursuant to the merger agreement, ABC will merge with and into Century Next, with Century Next surviving the merger. We refer to this transaction as the "merger."  Also under the merger agreement, immediately following the merger, FNBC will be merged with and into Bank of Ruston with Bank of Ruston being the survivor, which we refer to as the "bank merger." A copy of the merger agreement is attached to this joint proxy statement/offering circular as Annex A and is incorporated by reference herein.
     
Q:
 
Why am I receiving this joint proxy statement/offering circular?
     
A:
 
We are delivering this document to you because it is a joint proxy statement being used by both the Century Next and ABC boards of directors to solicit proxies of their respective shareholders in connection with approval of the merger agreement and related matters.
 
In order to approve the merger agreement and related matters, Century Next has called a special meeting of its shareholders. This document serves as the proxy statement for the Century Next special meeting and describes the proposals to be presented at the Century Next special meeting.
 
ABC has also called a special meeting of its shareholders to approve the merger agreement and related matters. This document also serves as the proxy statement for the ABC special meeting and describes the proposals to be presented at the ABC special meeting.
 
Finally, this document is an offering circular that is being delivered to ABC shareholders because, in connection with the merger, Century Next is offering shares of its common stock to ABC shareholders in exchange for their shares of ABC common stock at a 1.8052:1 exchange ratio.
 
This joint proxy statement/offering circular contains important information about the merger and the other proposals being voted on at the Century Next and ABC special meetings and important information to consider in connection with an investment in Century Next common stock. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending your special meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.
     
 
 
 
 
1

Q:
 
What are Century Next shareholders being asked to vote on at the Century Next special meeting?
     
A:
 
Century Next is soliciting proxies from its shareholders with respect to the following proposals:
   
·          a proposal to approve the merger agreement, as such agreement may be amended from time to time (which we refer to as the "Century Next merger proposal");
·          a proposal to approve the issuance of approximately 425,339 shares of Century Next's common stock to shareholders of ABC in connection with the merger (which we refer to as the "stock issuance proposal"); and
·          a proposal to adjourn the Century Next special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Century Next merger proposal and/or the stock issuance proposal (which we refer to as the "Century Next adjournment proposal").
   
     
Q:
 
What are ABC shareholders being asked to vote on at the ABC special meeting?
     
A:
 
ABC is soliciting proxies from its shareholders with respect to the following proposals:
     
   
·          a proposal to approve the merger agreement, as such agreement may be amended from time to time (which we refer to as the "ABC merger proposal"); and
·          a proposal to adjourn the ABC special meeting, if necessary or appropriate, to solicit additional proxies in favor of the ABC merger proposal (which we refer to as the "ABC adjournment proposal").
Q:
 
What will ABC shareholders receive in the merger?
     
A:
 
If the merger is completed, ABC shareholders (other than any who perfect their dissenters' rights) will be entitled to receive, for each share of ABC common stock they own, 1.8052 (which we refer to as the "exchange ratio") shares of Century Next common stock for each share of ABC common stock owned by such shareholder (which we refer to as the "stock merger consideration").
     
Q:
 
Will the value of the stock merger consideration change between the date of this joint proxy statement/offering circular and the time the merger is completed?
     
A:
 
Yes. The exchange ratio is fixed, and the value of the stock merger consideration will fluctuate between the date of this joint proxy statement/offering circular and the completion of the merger based upon the market value for Century Next common stock. Any fluctuation in the market price of Century Next common stock after the date of this joint proxy statement/offering circular will change the value of the shares of Century Next common stock that shareholders of ABC will receive in the merger.
 
Based on the closing stock price of Century Next common stock quoted on the OTC Pink marketplace on May 15, 2018, the last full trading day before the execution of the merger agreement, of $30.00, the value of the stock merger consideration was $54.16. Based on the closing stock price of Century Next common stock quoted on the OTC Pink marketplace on August 27, 2018, the latest practicable date before the mailing of this joint proxy statement/offering circular, of $33.50, the value of the stock merger consideration was $60.47. We urge you to obtain current market quotations for shares of Century Next common stock.
     
Q:
 
What will Century Next shareholders receive in the merger?
     
A:
 
If the merger is completed, Century Next shareholders will not receive any merger consideration and will continue to hold the shares of Century Next common stock that they currently hold. Following the merger, shares of Century Next common stock are expected to be quoted on the OTCQX marketplace under the symbol "CTUY."
 
 
2

     
Q:
 
What are the federal income tax consequences of the merger?
     
A:
 
The merger has been structured to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the "Internal Revenue Code." It is a condition to the completion of the merger that Century Next receives a written opinion from its legal counsel to the effect that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. It is expected that ABC shareholders will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their shares of ABC common stock for shares of Century Next common stock pursuant to the merger, except with respect to any cash received by a ABC shareholder in lieu of a fractional share of Century Next common stock.
     
   
This tax treatment may not apply to all shareholders of ABC. Determining the actual tax consequences of the merger to ABC shareholders can be complicated. ABC shareholders should consult their own tax advisor for a full understanding of the merger's tax consequences that are particular to them. Please see "Material United States Federal Income Tax Consequences of the Merger" beginning on page 74 for further discussion of the material U.S. federal income tax consequences of the merger.
     
Q:
 
How does the Century Next board of directors recommend that I vote at the Century Next special meeting?
     
A:
 
Century Next's board of directors unanimously recommends that you vote "FOR" the Century Next merger proposal, "FOR" the stock issuance proposal, and "FOR" the Century Next adjournment proposal.
     
Q:
 
How does the ABC board of directors recommend that I vote at the ABC's special meeting?
     
A:
 
ABC's board of directors unanimously recommends that you vote "FOR" the ABC merger proposal, and "FOR" the ABC adjournment proposal.
     
Q:
 
When and where are the special meetings?
     
A:
 
The Century Next special meeting will be held at Bank of Ruston's main office, located at 505 North Vienna Street, Ruston, Louisiana 71270 on Thursday, October 25, 2018, at 1:00 p.m. local time.
 
The ABC special meeting will be held at FNBC's main office, located at 218 Main Street, Crossett, Arkansas 71635 on Thursday, October 25, 2018, at 1:00 p.m. local time.
 
Q:
 
What do I need to do now?
     
A:
 
After you have carefully read this joint proxy statement/offering circular and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at the Century Next special meeting and/or the ABC special meeting, as applicable. If you are a shareholder of both Century Next and ABC, you will need to vote your Century Next and ABC shares separately and to submit a separate proxy card to each company. If you hold your shares in your name as a shareholder of record, you must complete, sign, date, and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Alternatively, if you are a shareholder of Century Next you may vote your shares through the Internet or by telephone. Information and applicable deadlines for voting through the Internet or by telephone are set forth in the enclosed proxy card instructions. If you hold your shares in "street name" through a bank, broker, nominee or other holder of record, you must direct your bank, broker, nominee or other holder of record how to vote in accordance with the instructions you have received from your bank, broker, nominee or other holder of record. "Street name" shareholders who wish to vote in person at the Century Next and/or ABC special meeting, as applicable, will need to obtain a legal proxy from the institution that holds their shares.
     
 
 
3

Q:
 
What constitutes a quorum for the Century Next special meeting?
     
A:
 
The presence at the Century Next special meeting, in person or by proxy, of holders of a majority of the outstanding shares of Century Next common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business. Abstentions and broker non-votes will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.
     
Q:
 
What constitutes a quorum for the ABC special meeting?
     
A:
 
The presence at the ABC special meeting, in person or by proxy, of holders of a majority of the outstanding shares of ABC common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business. Abstentions and broker non-votes will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.
     
Q:
 
What is the vote required to approve each proposal at the Century Next special meeting?
     
A:
 
Century Next merger proposal:
 
·          Standard: Approval of the Century Next merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Century Next common stock entitled to be cast on the proposal.
·          Effect of abstentions and broker non-votes:   If you fail to vote, mark "ABSTAIN" on your proxy, or fail to instruct your bank or broker with respect to the Century Next merger proposal, it will have the same effect as a vote "AGAINST" the proposal.
Century Next stock issuance proposal:
 
·          Standard:   Approval of the Century Next stock issuance proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Century Next common stock entitled to be cast on the proposal.
·          Effect of abstentions and broker non-votes:   If you fail to vote, mark "ABSTAIN" on your proxy, or fail to instruct your bank or broker with respect to the Century Next stock issuance proposal, it will have the same effect as a vote "AGAINST" the proposal.
Century Next adjournment proposal:
 
·          Standard: Approval of the Century Next adjournment proposal requires the affirmative vote of the holders of at least a majority of the votes cast at the Century Next special meeting.
·          Effect of abstentions and broker non-votes:   If you mark "ABSTAIN" on your proxy card, fail to submit a proxy card or vote in person at the Century Next special meeting, or fail to instruct your bank or broker how to vote with respect to the Century Next adjournment proposal, you will not be deemed to have cast a vote with respect to the proposal and it will have no effect on the proposal.
     
Q:
 
What is the vote required to approve each proposal at the ABC special meeting?
     
A:
 
ABC merger proposal:
 
·          Standard: Approval of the ABC merger proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of ABC common stock entitled to be cast on the proposal.
 
 
4

A:
 
·          Effect of abstentions and broker non-votes:  If you fail to vote, mark "ABSTAIN" on your proxy, or fail to instruct your bank or broker with respect to the ABC merger proposal, it will have the same effect as a vote "AGAINST" the proposal.
ABC adjournment proposal:
 
·          Standard: Approval of the ABC adjournment proposal requires the affirmative vote of the holders of at least a majority of the votes cast at the ABC special meeting.
·          Effect of abstentions and broker non-votes: If you mark "ABSTAIN" on your proxy card, fail to submit a proxy card or vote in person at the ABC special meeting, or fail to instruct your bank or broker with respect to the ABC adjournment proposal, you will not be deemed to have cast a vote with respect to the proposal and it will have no effect on the proposal.
     
Q:
 
Why is my vote important?
     
A:
 
If you do not vote, it will be more difficult for Century Next or ABC to obtain the necessary quorum to hold their special meetings. In addition, your failure to submit a proxy or vote in person, or failure to instruct your bank or broker how to vote, or abstention will have the same effect as a vote "AGAINST" approval of the merger agreement and certain of the related proposals of each of Century Next and ABC.
     
Q:
 
Who can vote at the Century Next special meeting?
     
A:
 
Only holders of record of Century Next common stock at the close of business on August 27, 2018, the record date for the Century Next special meeting, will be entitled to vote at the Century Next special meeting.
     
Q:
 
Who can vote at the ABC special meeting?
     
A:
 
Only holders of ABC common stock at the close of business on August 27, 2018, the record date for the ABC special meeting, can vote at the ABC special meeting.
     
Q:
 
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
     
A:
 
If your shares of Century Next common stock and/or ABC common stock are registered directly in your name, you are considered the shareholder of record with respect to those shares. As the shareholder of record, you have the right to vote, to grant a proxy for your vote directly to Century Next and/or ABC or to a third party to vote at the special meeting.
     
   
If your shares of Century Next common stock and/or ABC common stock are held by a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in "street name," and your bank, brokerage firm or other nominee is considered the shareholder of record with respect to those shares. Your bank, brokerage firm or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares of Century Next common stock and/or ABC common stock. You should follow the instructions provided by them to vote your shares of Century Next common stock and/or ABC common stock. You are invited to attend the respective special meeting; however, you may not vote these shares in person at the special meeting unless you obtain a "legal proxy" from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the special meeting.
     
Q:
 
If my shares of Century Next common stock and/or ABC common stock are held in "street name" by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote my shares for me?
     
A:
 
No. If you own your shares of Century Next common stock and/or ABC common stock in "street name," your broker, bank or other nominee cannot vote your shares on any of the proposals without instructions from you, accordingly, there will be no broker non-votes. You should instruct your broker, bank or other nominee as to how to vote your shares of Century Next common stock and/or ABC common stock, following the directions your broker, bank or other nominee provides to you. Please check the voting form used by your broker, bank or other nominee.
 
 
5

Q:
 
Can I attend the Century Next and ABC special meetings and vote my shares in person?
     
A:
 
Yes. All holders of the common stock of Century Next and ABC, including shareholders of record and shareholders who hold their shares through banks, brokers, nominees, or any other holder of record, are invited to attend their respective special meetings. Holders of record of Century Next and ABC common stock can vote in person at the Century Next special meeting and ABC special meeting, respectively. If you are a Century Next shareholder or an ABC shareholder but not a shareholder of record (i.e., if your shares of Century Next common stock and/or ABC common stock are held for you in "street name"), you must obtain a legal proxy, executed in your favor, from the record holder of your shares, such as a broker, bank, or other nominee, to be able to vote in person at the meetings. If you plan to attend your meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. Whether or not you intend to be present at the Century Next special meeting or the ABC special meeting, you are urged to sign, date, and return your proxy card, or to vote via the Internet or by telephone, promptly. If you are then present and wish to vote your shares in person, your original proxy may be revoked by voting at the special meeting.
     
Q:
 
Can I change my vote?
     
A:
 
Century Next shareholders: Yes. If you are a holder of record of Century Next common stock, you may change your vote or revoke any proxy at any time before it is voted by: (1) signing and returning a proxy card with a later date, (2) delivering a written revocation letter to Century Next's corporate secretary, (3) voting by telephone or the Internet at a later time, or (4) attending the special meeting in person, notifying the corporate secretary and voting by ballot at the special meeting. Attendance at the special meeting will not automatically revoke your proxy. A revocation or later-dated proxy received by Century Next after the vote will not affect the vote. Century Next's corporate secretary's mailing address is: Corporate Secretary, Century Next Financial Corporation, 505 North Vienna Street, Ruston, Louisiana  71270. If you hold your shares in "street name" through a bank, broker, or other holder of record, you should contact your record holder to change your vote.
 
ABC shareholders: Yes. If you are a holder of record of ABC common stock, you may change your vote at any time before your shares of ABC common stock are voted at the ABC special meeting by: (1) signing and returning a proxy card with a later date, (2) delivering a written revocation letter to ABC's corporate secretary at Ashley Bancstock Company, 218 Main Street, Crossett, Arkansas 71635, or (3) attending the special meeting in person, notifying the corporate secretary and voting by ballot at the special meeting. If you hold your shares in "street name" through a bank, broker, or other holder of record, you should contact your record holder to change your vote.
     
Q:
 
What should I do if I receive more than one set of voting materials?
     
A:
 
Century Next and ABC shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/offering circular and multiple proxy cards or voting instruction cards. For example, if you hold shares of Century Next and/or ABC common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Century Next common stock or ABC common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both Century Next common stock and ABC common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/offering circular to ensure that you vote every share of Century Next common stock and/or ABC common stock that you own.
 
 
6

Q:
 
Do I have dissenters' rights?
     
A:
 
ABC's shareholders have the right to assert dissenters' rights with respect to the merger and to demand in writing that Century Next pay the fair value of their shares of ABC common stock under applicable provisions of Arkansas law. This value may be more or less than the value an ABC shareholder would receive in the merger.  In order to exercise and perfect dissenters' rights, an ABC shareholder must give written notice of his, her or its intent to demand payment for his, her or its shares to ABC before the vote is taken on the merger at the ABC special meeting, and must not vote in favor of the merger. Arkansas law requires shareholders to follow certain statutory procedures in order to perfect their dissenters' rights. Please see "The Merger – Dissenters' Rights" on page 63 and the Arkansas statutory provisions provided in Annex D. Shareholders of Century Next do not have dissenters' rights in the merger.
     
Q:
 
When do you expect to complete the merger?
     
A:
 
Century Next and ABC expect to complete the merger in the fourth quarter of 2018.  However, we cannot assure you when or if the merger will be completed. Among other things, we cannot complete the merger until we obtain the approvals being sought from shareholders of each of Century Next and ABC at their respective special meetings.
     
Q:
 
What happens if the merger is not completed?
     
A:
 
If the merger is not completed, holders of ABC common stock will not receive any consideration for their shares in connection with the merger, and ABC will remain an independent company and will continue to own FNBC.
     
   
If the merger agreement is terminated in certain circumstances, a termination fee may be required to be paid by ABC to Century Next. Please see "The Merger Agreement – Termination Fee" on page 73 for a complete discussion of the circumstances under which a termination fee will be required to be paid.
     
Q:
 
Should I send my ABC share certificates with my proxy card or before the ABC special meeting?
     
A:
 
No. You should NOT send your ABC share certificates with your proxy card or at any time prior to the ABC special meeting.  Century Next, through its appointed exchange agent, will send ABC shareholders instructions for exchanging their share certificates for the stock merger consideration.
     
Q:
 
Are there any risks that I should consider in deciding whether to vote for the approval of the merger agreement and the related proposals?
     
   
Yes. You should read and carefully consider the risk factors set forth in the section entitled "Risk Factors" beginning on page 24 of this joint proxy statement/offering circular.
     
Q:
 
Whom should I call with questions about the special meetings, the proposals or the merger?
     
A:
 
Century Next shareholders: If you have additional questions about the merger, need assistance in submitting your proxy or voting your shares of Century Next common stock, or need additional copies of this joint proxy statement/offering circular or the enclosed proxy card, please contact Alan "Trey" D. Roberson, Corporate Secretary, Century Next Financial Corporation, at (318) 255-3733.
 
   
ABC shareholders: If you have additional questions about the merger, need assistance in submitting your proxy, voting your shares of ABC common stock, or need additional copies of this joint proxy statement/offering circular or the enclosed proxy card, please contact ABC's proxy solicitor: 
   
Laurel Hill Advisory Group, LLC
2 Robbins Lane, Suite 201
Jericho, New York 11753
Banks and Brokers Call (516) 933-3100.  All Others Call Toll-Free (888) 742-1305.

 
 
7

SUMMARY
This summary highlights selected information from this joint proxy statement/offering circular. It may not contain all the information that is important to you. You should read carefully the entire document, including the Annexes, and the additional documents we refer you to in order to fully understand the merger agreement and the transactions contemplated thereby, including the merger, the proposals to be considered and voted on by shareholders of Century Next and ABC, respectively, and the voting procedures for the special meetings of shareholders. See "Where You Can Find More Information" on page 141. Page references included in this summary refer to the page of this joint proxy statement/offering circular where that subject is discussed in more detail.
The Parties to the Merger
Century Next Financial Corporation
505 North Vienna Street
Ruston, Louisiana 71270
(318) 255-3733
Century Next Financial Corporation, a Louisiana corporation, is a savings and loan holding company whose bank subsidiary, Bank of Ruston, is a federally chartered savings bank headquartered in Ruston, Louisiana with three full-service locations. Founded in 1905, Bank of Ruston's primary business consists of attracting deposits from the general public and using those funds, together with funds it borrows, to originate loans to its customers and invest in securities such as U.S. government and agency securities and mortgage-backed securities. At June 30, 2018, Century Next had total assets of $303.6 million, total deposits of $245.1 million and shareholders' equity of $29.95 million.
As of the date of this joint proxy statement/offering circular, Century Next's common stock is quoted on the OTCQX Best Market under the symbol "CTUY."
Ashley Bancstock Company
                218 Main Street
                Crossett, Arkansas 71635
                (870) 364-1300
Ashley Bancstock Company, an Arkansas corporation, is a bank holding company headquartered in Crossett, Arkansas. Its primary subsidiary, First National Bank of Crossett, is a national bank which operates as a community-oriented financial institution dedicated to serving the financial services needs of consumers and businesses within its market areas. FNBC is engaged primarily in the business of attracting deposits from the general public and using such funds to originate loans. At June 30, 2018, ABC had total assets of $157.7 million, total deposits of $134.5 million and stockholders' equity of $11.1 million.
The Merger and the Merger Agreement (pages 41 and 64)
On May 16, 2018, Century Next and ABC entered into an Agreement and Plan of Merger, or the merger agreement, under which ABC will merge with and into Century Next, with Century Next surviving the merger. Upon completion of the merger, the separate existence of ABC will terminate and ABC common stock will no longer be outstanding. Also under the merger agreement, immediately following with the merger, FNBC will be merged with and into Bank of Ruston, with Bank of Ruston as the surviving entity in the bank merger. Completion of the merger is subject to a variety of conditions, including approval of the merger agreement by shareholders of each of Century Next and ABC. We currently expect to complete these mergers during the fourth quarter of 2018. The merger agreement is attached to this joint proxy statement/offering circular as Annex A and is incorporated by reference herein.
In the Merger, ABC Shareholders Will Receive Shares of Century Next Common Stock (page 64)
The merger agreement provides for the merger of ABC with and into Century Next. If the merger is completed, ABC shareholders will receive 1.8052 shares of Century Next common stock for each share of ABC common stock they hold immediately prior to the merger. Century Next will not issue any fractional shares of Century Next common stock in the merger. ABC shareholders who would otherwise be entitled to a fraction of a share of Century Next common stock upon the completion of the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the average Century Next share closing price during the thirty consecutive trading day period specified in the merger agreement.
 
 
8

As of the date of this joint proxy statement/offering circular, entury Next's common stock is quoted on the OTCQX Best Market of the OTC Markets Group, Inc. under the symbol "CTUY."  ABC common stock is not listed on any national securities exchange or quoted on any interdealer quotation system. The following table shows the closing sale prices of Century Next common stock on May 15, 2018, the last full trading day before the public announcement of the merger agreement, and on August 27, 2018, the last practicable trading day before the date of this joint proxy statement/offering circular. This table also shows the implied value of the stock merger consideration payable for each share of ABC common stock, which was calculated by multiplying the closing price of Century Next common stock on those dates by the exchange ratio of 1.8052.

  
Century Next
Common Stock
   
Implied Value of Stock Merger
Consideration for One Share of
ABC Common Stock
 
May 15, 2018  
$
30.00
   
$
54.16
 
August 27, 2018
$
 
33.50
 
   
$
 
60.47
 
 

The merger agreement governs the merger. The merger agreement is included in this joint proxy statement/offering circular as Annex A. All descriptions in this summary and elsewhere in this joint proxy statement/offering circular of the terms and conditions of the merger are qualified by reference to the merger agreement. Please read the merger agreement carefully for a more complete understanding of the merger.
The values in the table above are illustrative only. The value of the stock merger consideration that an ABC shareholder actually receives will be based on the actual closing price quoted on the OTCQX marketplace of Century Next common stock upon completion of the merger, which is likely to be different than the amounts set forth above.
The Merger Is Intended to Be Tax-Free to ABC Shareholders as to the Shares of Century Next Common Stock They Receive (page 74)
The merger is intended to be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the "Internal Revenue Code." One of the conditions to the obligations of Century Next to complete the merger is that Century Next receives an opinion from its legal counsel to that effect.
It is expected that ABC shareholders will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their shares of ABC common stock for shares of Century Next common stock pursuant to the merger, except with respect to any cash received by an ABC shareholder in lieu of fractional shares of Century Next common stock.
This tax treatment may not apply to all ABC shareholders. Determining the actual tax consequences of the merger to ABC shareholders can be complicated. ABC shareholders should consult their own tax advisor for a full understanding of the merger's tax consequences that are particular to them.
The Merger Will Be Accounted for as a "Business Combination" (page 74)
The merger will be treated as a "business combination" using the acquisition method of accounting with Century Next treated as the acquirer under United States generally accepted accounting principles (which we refer to as "GAAP").
 
9

Special Meeting of Century Next Shareholders (page 34)
Century Next plans to hold the Century Next special meeting on Thursday, October 25, 2018, at 1:00 p.m., local time, at Bank of Ruston's main office, located at 505 North Vienna Street, Ruston, Louisiana. At the Century Next special meeting, Century Next shareholders will be asked to approve the merger agreement, to approve the issuance of shares of Century Next common stock in the merger, and to approve a proposal to allow the Century Next special meeting to be adjourned, if necessary or appropriate, to permit the solicitation of additional proxies in favor of approval of the merger agreement or the issuance of shares of Century Next common stock in the merger.
Century Next shareholders may vote at the Century Next special meeting if they owned Century Next common stock at the close of business on August 27, 2018, which is the record date for the Century Next special meeting. As of that date, there were approximately 1,099,313 shares of Century Next common stock outstanding and entitled to vote. Century Next shareholders are entitled to cast one vote for each share of Century Next common stock owned on the record date.
As of the record date for the Century Next special meeting, Century Next's directors and executive officers and their affiliates held 266,090 shares of Century Next common stock, excluding shares that may be acquired upon the exercise of outstanding stock options and shares held as fiduciary.
As of the record date for the Century Next special meeting, ABC's directors and executive officers and their affiliates did not own any shares of Century Next common stock.
Century Next's Board of Directors Recommends that Century Next Shareholders Vote "FOR" Approval of the Merger Agreement and "FOR" the Other Proposals to be Considered at the Century Next Special Meeting (page 34)
Century Next's board of directors has approved the merger agreement and the transactions contemplated thereby, including the merger, and unanimously recommends that Century Next shareholders vote "FOR" approval of the merger agreement, "FOR" approval of the stock issuance proposal, and "FOR" the proposal to allow the Century Next special meeting to be adjourned, if necessary or appropriate, to permit the solicitation of additional proxies in favor of the approval of the merger agreement or the stock issuance proposal.
Opinion of Century Next's Financial Advisor (page 46)
Sandler O'Neill & Partners, L.P.  (which we refer to as "Sandler O'Neill"), Century Next's financial advisor, delivered its opinion, dated May 16, 2018, to Century Next's board of directors to the effect that, as of the date of the opinion and subject to factors, qualifications, limitations and assumptions set forth in the opinion, the stock merger consideration was fair, from a financial point of view, to Century Next.
The full text of the written opinion of Sandler O'Neill, which sets forth the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O'Neill in connection with its opinion, is attached as Annex B to this joint proxy statement/offering circular. Sandler O'Neill's opinion was for the information of, and directed to, Century Next's board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. Sandler O'Neill's opinion is not a recommendation as to how any holder of Century Next's common stock should vote with respect to the proposal to approve the merger agreement or any other matter.  It does not address the underlying business decision of Century Next to engage in the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for Century Next or the effect of any other transaction in which Century Next might engage. The Sandler O'Neill opinion does not reflect any developments that may have occurred or may occur after the date of its opinion and prior to the completion of the merger. Sandler O'Neill will receive a fee for its services, including rendering the fairness opinion, in connection with the merger.
Special Meeting of ABC Shareholders (page 38)
               ABC plans to hold the ABC special meeting on Thursday, October 25, 2018, at 1:00 p.m., local time, at FNBC's main office, located at 218 Main Street, Crossett, Arkansas.  At the ABC special meeting, ABC shareholders will be asked to approve the merger agreement and to approve a proposal to allow the ABC special meeting to be adjourned, if necessary or appropriate, to permit the solicitation of additional proxies in favor of approval of the merger agreement.
 
 
10

ABC shareholders may vote at the ABC special meeting if they owned ABC common stock at the close of business on August 27, 2018, which is the record date for the ABC special meeting. As of that date, there were 235,619 shares of ABC common stock outstanding and entitled to vote. ABC shareholders are entitled to cast one vote for each share of ABC common stock owned on the record date.
As of the record date for the ABC special meeting, ABC directors and executive officers and their affiliates held 42,417 shares of ABC common stock.
ABC's Board of Directors Recommends that ABC Shareholders Vote "FOR" Approval of the Merger Agreement and "FOR" the Other Proposal to be Considered at the ABC Special Meeting (page 38)
ABC's board of directors has approved the merger agreement and the transactions contemplated thereby, including the merger, and unanimously recommends that ABC shareholders vote "FOR" approval of the merger agreement, and "FOR" the proposal to allow the ABC special meeting to be adjourned, if necessary or appropriate, to permit the solicitation of additional proxies in favor of the approval of the merger agreement.
Opinion of ABC's Financial Advisor (page 57)
At the May 15, 2018 meeting of the ABC board of directors, representatives of Southard Financial, LLC (which we refer to as "Southard Financial") rendered Southard Financial's oral opinion to the ABC board (subsequently confirmed in a written opinion dated May 16, 2018) that, as of such date, the stock merger consideration was fair, from a financial point of view, to the shareholders of ABC, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion.
The full text of the written opinion of Southard Financial, which sets forth, among other things, the various qualifications, assumptions and limitations on the scope of the review undertaken, is attached as Annex C to this joint proxy statement/offering circular and shareholders of ABC are encouraged to read it carefully in its entirety.  Southard Financial provided its opinion for the information and assistance of the ABC board of directors (solely in each director's capacity as such) in connection with, and for purposes of, its consideration of the merger and Southard Financial's opinion only addresses whether the merger consideration, as of the date of the opinion, was fair, from a financial point of view, to the shareholders of ABC. The opinion of Southard Financial did not address any other term or aspect of the merger agreement or the merger contemplated thereby. The Southard Financial opinion does not constitute a recommendation to the board or any holder of ABC common stock as to how the ABC board of directors, such shareholder or any other person should vote or otherwise act with respect to the merger or any other matter.
ABC's Directors and Executive Officers Have Interests in the Merger that Differ From Your Interests (page 61)
                In considering the information contained in this joint proxy statement/offering circular, ABC shareholders should be aware that ABC's directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of ABC's shareholders. These interests include, among others, the lump sum payment of benefits under FNBC's paid time-off policy to certain executive officers of ABC, and rights to ongoing indemnification and insurance coverage by the surviving corporation for acts or omissions occurring prior to the merger. These interests also include Century Next's agreement to appoint, as of the effective time of the merger, three current directors of ABC to the board of directors of Century Next and Bank of Ruston. The ABC board of directors was aware of and considered those interests, among other matters, in reaching its decisions to approve the merger agreement and the transactions contemplated thereby and to recommend the approval of the merger agreement to ABC shareholders. See the section entitled "The Merger—Interests of ABC's Directors and Executive Officers in the Merger" beginning on page 61 of this joint proxy statement/offering circular for a more detailed description of these interests.
 
 
11


Ownership of Century Next Common Stock Following the Merger (page 128)
It is currently expected that former shareholders of ABC as a group will receive approximately 425,339 shares of Century Next common stock in the merger, which will constitute approximately 27.9% of the shares of Century Next common stock to be outstanding immediately after completion of the merger. As a result, current shareholders of Century Next as a group will own approximately 72.1% of the outstanding shares of Century Next common stock immediately after the completion of the merger.
ABC Shareholders Have Dissenters' Rights in the Merger (page 63)
Under Arkansas law, record holders of ABC shares have the right to demand in writing to receive a payment in cash for the "fair value" of their shares of ABC common stock. To exercise those dissenters' rights, ABC shareholders must follow exactly the procedures specified under Arkansas law. These procedures are summarized in this joint proxy statement/offering circular. In addition, the text of the applicable provisions of Arkansas law is included as Annex D to this document. Failure to strictly comply with these provisions may result in the loss of dissenters' rights. The value determined in the dissenters' process may be more or less than the value an ABC shareholder would receive in the merger under the terms of the merger agreement.
ABC Has Agreed When and How It Can Consider Third-Party Acquisition Proposals (page 69)
Century Next and ABC have agreed that ABC will not initiate, solicit, induce or encourage proposals from third parties regarding certain acquisitions of ABC, its shares, or its businesses, take any action or facilitate the making of an acquisition proposal, or engage in related discussions, negotiations or enter into any related agreements. However, ABC may (1) provide information in response to a request from a person who makes an unsolicited acquisition proposal, subject to such person entering into a confidentiality agreement that is no less favorable to ABC than its confidentiality agreement with Century Next, and (2) engage or participate in discussions or negotiations with a person who makes such an unsolicited acquisition proposal, if, but only if, (A) ABC has received a bona fide unsolicited written acquisition proposal that did not result from a breach of the merger agreement, (B) prior to taking any such action, ABC's board of directors determines, in good faith, after consultation with its outside legal and financial advisors, that the acquisition proposal constitutes or is reasonably likely to lead to a superior proposal compared to the transactions contemplated by the merger agreement, (C) prior to furnishing or affording access to any information or data with respect to ABC or any of its subsidiaries or otherwise relating to the unsolicited acquisition proposal, ABC receives a confidentiality agreement with terms no less favorable to ABC than those contained in the confidentiality agreement between Century Next and ABC, and (D) the board of directors of ABC determines in good faith, after consultation with and having considered the advice of its outside legal counsel, that the failure to take any such actions would be reasonably likely to violate its fiduciary duties under applicable laws. ABC is required to provide Century Next with notice of such determination within three business days after making such determination.
Additionally, prior to the approval of the merger agreement by ABC's shareholders, upon the determination by ABC's board of directors that an unsolicited acquisition proposal constitutes a superior proposal compared to the transactions contemplated by the merger agreement, the board of directors of ABC may change its recommendation in favor of the merger agreement (but not terminate the merger agreement) if, prior to changing its recommendation, (1) ABC's board of directors determines, in good faith, after consultation with its outside legal and financial advisors, that failure to change its recommendation would be reasonably likely to be inconsistent with its fiduciary duties to ABC's shareholders, (2) ABC provides Century Next with notice that ABC's board of directors intends to or may change its recommendation and provides an opportunity for Century Next to make an improved proposal, and (3) ABC's board of directors determines, in good faith, after consultation with its outside legal and financial advisors, that the acquisition proposal constitutes a superior proposal compared to any such improved proposal by Century Next. However, ABC may terminate the merger agreement in such circumstances if it makes a determination to accept the superior proposal.
Unless the merger agreement is terminated before the ABC special meeting, ABC is required to submit the merger agreement to its shareholders.
 
12

Century Next Special Meeting Proposals: Required Vote; Treatment of Abstentions and Failure to Vote (page 34)
Century Next merger proposal:
Standard:  Approval of the Century Next merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Century Next common stock entitled to be cast on the proposal.
Effect of abstentions and broker non-votes: If you fail to vote, mark "ABSTAIN" on your proxy, or fail to instruct your bank or broker with respect to the Century Next merger proposal, it will have the same effect as a vote "AGAINST" the proposal.
Century Next stock issuance proposal:
Standard: Approval of the Century Next stock issuance proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Century Next common stock entitled to be cast on the proposal.
Effect of abstentions and broker non-votes: If you fail to vote, mark "ABSTAIN" on your proxy, or fail to instruct your bank or broker with respect to the Century Next stock issuance proposal, it will have the same effect as a vote "AGAINST" the proposal.
Century Next adjournment proposal:
Standard: Approval of the Century Next adjournment proposal requires the affirmative vote of the holders of at least a majority of the votes cast at the Century Next special meeting.
Effect of abstentions and broker non-votes: If you mark "ABSTAIN" on your proxy card, fail to submit a proxy card or vote in person at the Century Next special meeting, or fail to instruct your bank or broker how to vote with respect to the Century Next adjournment proposal, you will not be deemed to have cast a vote with respect to the proposal it will have no effect on the proposal.
For further information, see "The Century Next Special Meeting–Quorum; Vote Required," beginning on page 34.
ABC Special Meeting Proposals: Required Vote; Treatment of Abstentions and Failure to Vote (page 38)

ABC merger proposal:

Standard: Approval of the ABC merger proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of ABC common stock entitled to be cast on the proposal.

Effect of abstentions and broker non-votes: If you fail to vote, mark "ABSTAIN" on your proxy, or fail to instruct your bank or broker with respect to the ABC merger proposal, it will have the same effect as a vote "AGAINST" the proposal.
 
ABC adjournment proposal:

Standard: Approval of the ABC adjournment proposal requires the affirmative vote of the holders of at least a majority of the votes cast at the ABC special meeting.

Effect of abstentions and broker non-votes: If you mark "ABSTAIN" on your proxy card, fail to submit a proxy card or vote in person at the ABC special meeting, or fail to instruct your bank or broker with respect to the ABC adjournment proposal, you will not be deemed to have cast a vote with respect to the proposal and it will have no effect on the proposal.

For further information, see "The ABC Special Meeting–Quorum; Vote Required," beginning on page 38.
 
 
13

Conditions That Must Be Satisfied or Waived for the Merger to Occur (page 72)
Currently, Century Next and ABC expect to complete the merger in the fourth quarter of 2018.  As more fully described elsewhere in this joint proxy statement/offering circular and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others:

the approval of the merger agreement by the requisite votes of shareholders of each of Century Next and ABC;

the receipt by Century Next of a legal opinion with respect to certain United States federal income tax consequences of the merger;

the absence of any law, statute, rule, regulation, order, decree, injunction or other order by any court or other governmental entity, which enjoins or prohibits completion of the transactions contemplated by the merger agreement;

the qualification of the offering statement of which this joint proxy statement/offering circular is a part with respect to the Century Next common stock to be issued in connection with the merger under the Securities Act and the absence of any stop order or proceedings initiated or threatened by the SEC or any state securities commissioner (with respect to any applicable state securities laws) for that purpose;

the exercise of dissenters' rights by holders of ABC common stock not exceeding 10% of the issued and outstanding shares of ABC;

the absence of any change that individually or in the aggregate has a material adverse effect with respect to Century Next or ABC;

the truth and correctness of the representations and warranties of each other party in the merger agreement, subject to the materiality standards provided in the merger agreement; and

the performance by each party in all material respects of their obligations under the merger agreement and the receipt by each party of certificates from the other party to that effect.
 
We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.
Termination of the Merger Agreement (page 73)
The merger agreement can be terminated at any time prior to completion by mutual consent, if authorized by each of the Century Next and ABC boards of directors, or by either party individually, in the following circumstances:

if the other party breaches the merger agreement in a way that would entitle the party seeking to terminate the agreement not to consummate the merger, unless the breach is capable of being cured by March 31, 2019 (the termination date of the merger agreement), and is actually cured within 30 days of notice of the breach;

if the merger has not been completed by the termination date of March 31, 2019, unless the failure to complete the merger by that date is due to the breach of the merger agreement by the party seeking to terminate the merger agreement;

if shareholders of either Century Next or ABC fail to approve the merger agreement at their respective special meetings; or

if there is any final, non-appealable order permanently enjoining or prohibiting the completion of the merger or any consent, registration, approval, permit or authorization is denied such that the regulatory approval condition to the merger cannot be satisfied as of the closing date.

In addition, Century Next may terminate the merger agreement if ABC has received a "superior proposal" and ABC's board of directors has (1) entered into an acquisition agreement with respect to the superior proposal or (2) withdrawn its recommendation regarding the merger, failed to make its recommendation or modified or qualified its recommendation in a manner adverse to Century Next.  Century Next also may terminate the merger agreement if ABC fails to substantially comply with its obligations with respect to consideration and action upon alternative acquisition proposals.
 
14

ABC also may terminate the merger agreement if ABC has received an acquisition proposal that ABC's board of directors determines to be a "superior proposal" and ABC's board of directors has made a determination to accept such superior proposal.
If the merger agreement is terminated, it will become void, and there will be no liability on the part of Century Next or ABC, except that (1) in the event of willful breach of the merger agreement, the breaching party will remain liable for any damages, costs and expenses, including without limitation, reasonable attorneys' fees incurred by the non-breaching party in connection with the enforcement of its rights under the merger agreement, (2) designated provisions of the merger agreement, including the payment of fees and expenses and the confidential treatment of information, will survive the termination and (3) under certain circumstances, a termination of the merger agreement will obligate ABC to pay Century Next a termination fee.
Termination Fee (page 73)
ABC will be obligated to pay Century Next a termination fee of $550,000 under the following circumstances:

if the merger agreement is terminated by Century Next because ABC has received a "superior proposal" and ABC's board of directors has (1) entered into an acquisition agreement with respect to the superior proposal or (2) withdrawn its recommendation regarding the merger, failed to make its recommendation or modified or qualified its recommendation in a manner adverse to Century Next;

if the merger agreement is terminated by ABC because ABC has received a "superior proposal" and ABC's board of directors has made a determination to accept the superior proposal; or

if ABC enters into a definitive agreement relating to an acquisition proposal within 12 months after the occurrence of any of the following: (1) the termination of the merger agreement by Century Next due to ABC's willful breach, subject to the materiality standards provided in the merger agreement, of its representations, warranties, covenants or agreements under the merger agreement, or (2) the failure of ABC's shareholders to approve the merger agreement after the public disclosure or public awareness of an acquisition proposal.

Regulatory Approvals Required for the Merger (page 62)
Each of Century Next and ABC has agreed to cooperate with the other and use all reasonable efforts to obtain all regulatory approvals and authorizations required to complete the transactions contemplated by the merger agreement, including the merger and the bank merger. As of the date of this joint proxy statement/offering circular, Century Next has received all necessary approvals, authorizations or non-objections from the Office of the Comptroller of the Currency (which we refer to as the "OCC") and the Board of Governors of the Federal Reserve System (which we refer to as the "Federal Reserve Board").
The Rights of ABC Shareholders Following the Merger Will Be Different (page 129)
The rights of ABC shareholders will change as a result of the merger due to differences in Century Next's and ABC's governing documents. The rights of ABC shareholders are governed by Arkansas law and by the ABC articles of incorporation and bylaws. Upon the completion of the merger, ABC shareholders will become shareholders of Century Next, as the continuing legal entity in the merger, and the rights of ABC shareholders will therefore be governed by Century Next's articles and bylaws and by Louisiana law.
Risk Factors (page 24)
You should consider all the information contained in or incorporated by reference into this joint proxy statement/offering circular in deciding how to vote for the proposals presented in this joint proxy statement/offering circular. In particular, you should consider the factors described under "Risk Factors."
 
15

COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA
Presented below for Century Next and ABC are comparative historical and unaudited pro forma equivalent per share financial data as of and for the year ended December 31, 2017.
The unaudited pro forma information gives effect to the merger as if the merger had been effective on December 31, 2017 in the case of the book value data, and as if the merger had been effective as of January 1, 2017 in the case of the earnings per share and the cash dividends data. The unaudited pro forma data combines the historical results of ABC into Century Next's consolidated financial statements. While certain adjustments were made for the estimated impact of fair value adjustments and other acquisition-related activity, they are not necessarily indicative of what would have occurred had the acquisition taken place on January 1, 2017.
The unaudited pro forma adjustments are based upon available information and certain assumptions that Century Next and ABC management believe are reasonable. The unaudited pro forma data, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the impact of factors that may result as a consequence of the merger or consider any potential impacts of current market conditions or the merger on revenues, expense efficiencies or asset dispositions, among other factors, nor the impact of possible business model changes. As a result, unaudited pro forma data are presented for illustrative purposes only and do not represent an attempt to predict or suggest future results. Upon completion of the merger, the operating results of ABC will be reflected in the consolidated financial statements of Century Next on a prospective basis.
The pro forma combined book value per share of Century Next is based upon the pro forma combined common shareholders' equity for Century Next and ABC divided by the total pro forma common shares of the combined entity and reflects ABC shares at the exchange ratio of 1.8052.
 
 
Century Next
Historical
   
ABC
Historical
   
Pro
Forma
Combined
   
Per
Equivalent
ABC
Share (2)
 
For the year ended December 31, 2017:
                       
Earnings Per Share
                       
Basic earnings per share          
 
$
2.26
   
$
9.06
   
$
2.14
   
$
3.86
 
Diluted earnings per share          
 
$
2.18
   
$
9.06
   
$
2.09
   
$
3.77
 
Cash Dividends Per Share (1)          
 
$
0.14
   
$
1.00
   
$
0.26
   
$
0.46
 
Book Value per common share as of December 31, 2017
 
$
25.80
   
$
46.27
   
$
25.97
   
$
46.88
 
_______________
(1)
Pro forma combined dividends are based on Century Next's historical amounts.
(2)
Per equivalent ABC share was computed by multiplying the pro forma combined amounts by the exchange ratio of 1.8052.
 
 
 
 
 
 
 
 
 
16

UNAUDITED SELECTED FINANCIAL AND OTHER DATA OF CENTURY NEXT 
The following summary presents selected consolidated financial data of Century Next as of and for the periods indicated. The financial data as of and for the years ended December 31, 2017 and 2016 has been derived from Century Next's audited financial statements included elsewhere in this joint proxy statement/offering circular. The selected data presented below at or for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for future periods.

You should read the selected historical consolidated financial and operating data set forth below in conjunction with the sections titled "Information about Century Next  – Management's Discussion and Analysis of Financial Condition and Results of Operations of Century Next," as well as the consolidated financial statements of Century Next and the related notes included elsewhere in this joint proxy statement/offering circular.
 
         
At December 31,
 
   
At June 30, 2018
   
2017
   
2016
 
   
(In thousands)
 
Selected Financial Data:
                 
Total Assets
 
$
303,579
   
$
283,613
   
$
239,431
 
Cash and cash equivalents
   
36,803
     
30,611
     
22,382
 
Securities available-for-sale
   
402
     
471
     
654
 
Securities held-to-maturity
   
686
     
686
     
1,191
 
FHLB stock and other investments
   
1,504
     
1,457
     
1,215
 
Total net loans
   
250,631
     
237,449
     
201,486
 
Total deposits
   
245,121
     
227,922
     
191,361
 
Short-term borrowings including FHLB Advances
   
4,000
     
3,250
     
20,000
 
Long-term borrowings - FHLB Advances
   
22,111
     
22,134
     
179
 
Total equity
   
29,950
     
28,152
     
25,909
 
                         
   
For the Six Months
   
For the Year Ended
December 31,
 
   Ended June 30, 2018    
2017
     
2016
 
   
(In thousands, except per share data)
 
Selected Operating Data:
                       
Interest income
 
$
6,994
   
$
12,100
   
$
10,218
 
Interest expense
   
1,310
     
1,658
     
1,042
 
Net interest income before provision for loan losses
   
5,684
     
10,442
     
9,176
 
Provision for loan losses
   
375
     
645
     
480
 
Net interest income after provision for loan losses
   
5,309
     
9,797
     
8,696
 
Non-interest income
   
772
     
1,652
     
1,369
 
Non-interest expense
   
4,051
     
7,419
     
6,396
 
Income before income taxes
   
2,030
     
4,030
     
3,669
 
Income taxes
   
375
     
1,675
     
1,188
 
Net income
 
$
1,655
   
$
2,355
   
$
2,481
 
Earnings per share - basic
 
$
1.57
   
$
2.26
   
$
2.39
 
Earnings per share - diluted
 
$
1.52
   
$
2.18
   
$
2.34
 
Cash dividends per share
 
$
-
   
$
0.14
   
$
0.12
 
                         
   
At or For the
Six Months Ended
June 30, 2018
   
At or For the Year Ended
December 31,
 
     
2017
     
2016
 
Selected Operating Ratios:(1)
                       
Average yield on interest-earning assets
   
5.16
%
   
4.92
%
   
4.79
%
Average rate on interest-bearing liabilities
   
1.14
%
   
0.79
%
   
0.58
%
Average interest rate spread(2)
   
4.02
%
   
4.13
%
   
4.21
%
Net interest margin(2)
   
4.19
%
   
4.25
%
   
4.31
%
Average interest-earning assets to
   average interest-bearing liabilities
   
117.69
%
   
116.58
%
   
117.87
%
Net interest income after provision
   for loan losses to non-interest expense
   
131.05
%
   
132.05
%
   
135.96
%
Total non-interest expense to average assets
   
2.81
%
   
2.84
%
   
2.84
%
Efficiency ratio(3)
   
62.75
%
   
61.34
%
   
60.65
%
Return on average assets
   
1.15
%
   
0.90
%
   
1.10
%
Return on average equity
   
11.83
%
   
8.63
%
   
10.05
%
Average equity to average assets
   
9.70
%
   
10.46
%
   
10.95
%
 
 
 
 
 
 
(Footnotes on following page)
17

 
At or For the
Six Months Ended
June 30, 2018
At or For the Year Ended
December 31,
 
2017
2016
Asset Quality Ratios:(4)
     
Non-performing loans as a percent of total net loans(5)
0.17%
0.32%
0.50%
Non-performing assets as a percent of total assets(5)
0.14%
0.26%
0.44%
Allowance for loan losses to total loans
0.92%
0.82%
0.67%
Allowance for loan losses as a percent of
    non-performing loans
 
545.20%
 
262.91%
 
136.74%
Net charge-offs to average total loans
0.01%
0.02%
0.05%
       
Capital Ratios:(6)
     
Total Capital
13.54%
13.26%
13.60%
Tier 1 Capital
12.49%
12.32%
12.85%
Common Equity Tier 1 Capital
12.49%
12.32%
12.85%
Leverage Capital
9.53%
9.30%
9.95%
Tangible Capital to Tangible Assets
N/A
N/A
N/A
       
Other Data:
     
Asset Growth
7.0%
18.5%
13.5%
Loan Growth
5.6%
17.8%
16.8%
Deposit Growth
7.5%
19.1%
17.5%
Net Income Growth
30.1%
(5.1)%
53.7%
       
Banking offices
3
3
3
 
 
 
_________________________
(1)
With the exception of end of period ratios, all ratios are based on average monthly balances during the indicated periods.
(2)
Average interest rate spread represents the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities, and net interest margin represents net interest income as a percent of average interest-earning assets.
(3)
The efficiency ratio represents the ratio of non-interest  expense dividend by the sum of net interest income and non-interest income.
(4)
Asset quality ratios are end of period ratios, except for net charge-offs to average net loans.
(5)
Non-performing loans consist of all loans 90 days or more past due and all non-accruing loans. Non-performing assets consist of non-performing loans and other repossessed assets.
(6)
Capital ratios for 2017 and 2016 are under the 'New Basel III Capital Rule'. Total Capital and Tier 1 Capital are the same under current and prior capital rules. Under the new rule, Common Equity Tier 1 Capital 1 is Tier 1 Capital divided by Total Risk-Weighted Assets, and Leverage Capital is Tier 1 Capital divided by Total Average Assets.
 
 
 
 
 
 
 
18

UNAUDITED SELECTED FINANCIAL AND OTHER DATA OF ABC
The following tables set forth certain summary historical consolidated financial information of ABC for each of the periods indicated. The historical financial information as of and for the years ended December 31, 2017 and 2016, except for the selected ratios, is derived from the audited financial statements of ABC included elsewhere in this joint proxy statement/offering circular.  The selected data presented below for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for future periods.
You should read the selected historical consolidated financial and operating data set forth below in conjunction with the sections titled "Information about ABC – Management's Discussion and Analysis of Financial Condition and Results of Operations of ABC," as well as the consolidated financial statements of ABC and the related notes included elsewhere in this joint proxy statement/offering circular.
      At or For the Six    
As of and for the
 
     Months Ended     Year Ended December 31,  
   
June 30, 2018
   
2017
   
2016
 
   
(Dollars in thousands)
 
Financial Statement data:
                 
Total assets
 
$
157,719
   
$
155,498
   
$
152,327
 
Total loans
   
109,544
     
94,908
     
87,510
 
Total deposits
   
134,521
     
135,261
     
133,805
 
Total equity
   
11,099
     
10,903
     
9,528
 
Net income
   
725
     
2,135
     
1,308
 
                         
Capital ratios at period end:
                       
Stockholders' equity to total assets
   
7.04
%
   
7.01
%
   
6.25
%
Tier 1 leverage ratio
   
7.73
%
   
7.52
%
   
7.01
%
Tier 1 risk-based ratio
   
11.05
%
   
10.06
%
   
10.16
%
Total risk-based capital ratio
   
9.81
%
   
9.98
%
   
10.94
%
                         
Annualized performance ratios:
                       
Return on average assets
   
0.92
%
   
1.40
%
   
0.88
%
Return on average equity
   
13.29
%
   
22.68
%
   
13.33
%
Net interest margin
   
4.35
%
   
4.29
%
   
4.14
%
Efficiency ratio
   
64.50
%
   
64.84
%
   
80.70
%
                         
Asset Quality ratios:
                       
Nonperforming assets/total assets
   
0.85
%
   
0.74
%
   
0.98
%
Nonperforming loans/total loans
   
0.64
%
   
0.95
%
   
1.42
%
Allowance/nonperforming loans
   
73.96
%
   
51.55
%
   
139.81
%
Allowance/total loans
   
0.47
%
   
0.49
%
   
1.98
%
                         
Other Data:
                       
Number of branches
   
4
     
4
     
4
 
Number of full time equivalent employees
   
42
     
42
     
41
 

19

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL DATA
The Unaudited Pro Forma Combined Condensed Consolidated Financial Data has been prepared using the acquisition method of accounting, giving effect to the merger. The Unaudited Pro Forma Combined Condensed Consolidated Statement of Financial Condition combines the historical information of Century Next and ABC as of December 31, 2017 and assumes that the merger was completed on that date. The Unaudited Pro Forma Combined Condensed Consolidated Statement of Income combines the historical financial information of Century Next and ABC and give effect to the merger as if it had been completed as of the beginning of the periods presented. The Unaudited Pro Forma Combined Condensed Consolidated Financial Data is presented for illustrative purposes only and is not necessarily indicative of the results of income or financial condition had the merger been completed on the date described above, nor is it necessarily indicative of the results of income in future periods or the future financial condition and results of income of the combined entities. The financial information should be read in conjunction with the accompanying notes to the Unaudited Pro Forma Combined Condensed Consolidated Financial Data. Certain reclassifications have been made to ABC historical financial information in order to conform to Century Next's presentation of financial information.

The proposed merger is expected to be completed in the fourth quarter of 2018. There can be no assurance that the merger will be completed as anticipated. For purposes of the Unaudited Pro Forma Combined Condensed Consolidated Financial Data, the fair value of Century Next's common stock to be issued in connection with the merger was based on Century Next's closing stock price of $29.25 as of December 31, 2017.

The Unaudited Pro Forma Combined Condensed Consolidated Financial Data includes estimated adjustments, including adjustments to record ABC's assets and liabilities at their respective fair values, and represents Century Next's pro forma estimates based on available fair value information as of the date of the merger agreement. In some cases, where noted, more recent information has been used to support estimated adjustments in the pro forma financial information.

The pro forma adjustments are subject to change depending on changes in interest rates and the components of assets and liabilities and as additional information becomes available and additional analyses are performed. The final allocation of the purchase price for the merger will be determined after it is completed and after completion of thorough analyses to determine the fair value of ABC's tangible and identifiable intangible assets and liabilities as of the date the merger is completed. Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the Unaudited Pro Forma Combined Condensed Consolidated Financial Data may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact Century Next's statement of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to ABC's stockholders' equity, including results of operations from December 31, 2017 through the date the merger is completed, will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.

We anticipate that the merger will provide the combined company with financial benefits that include reduced operating expenses. The Unaudited Pro Forma Combined Condensed Consolidated Financial Data, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had Century Next and ABC been combined during these periods.

The Unaudited Pro Forma Combined Condensed Consolidated Financial Data has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of Century Next, incorporated herein by reference and those of ABC, which appear elsewhere in this document.

20

COMBINED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL CONDITION
Unaudited

   
At December 31, 2017
 
   
Century Next
   
ABC
   
Merger
Adjustments
       
Pro Forma
Combined
 
     
   
(In thousands, except per share data)
 
ASSETS
                           
                             
Cash and cash equivalents
 
$
30,611
   
$
10,761
   
$
(1,772
)
(1
)
 
$
39,600
 
Investments - available for sale
   
471
     
39,683
     
-
         
40,154
 
Investments - held to maturity
   
686
     
-
     
-
         
686
 
Loans held for sale
   
497
     
-
     
-
         
497
 
Loans (excluding HFS)
   
238,920
     
94,908
     
(949
)
(2
)
   
332,879
 
Allowance for loan losses
   
(1,968
)
   
(466
)
   
466
 
(3
)
   
(1,968
)
Net loans
   
236,952
     
94,442
     
(483
)
       
330,911
 
Premises and fixed assets
   
5,627
     
3,140
     
103
 
(4
)
   
8,870
 
Other foreclosed assets
   
-
     
251
     
-
         
251
 
Goodwill
   
-
     
-
     
320
 
(5
)
   
320
 
Core deposit intangible
   
-
     
-
     
1,500
 
(6
)
   
1,500
 
Bank owned life insurance
   
5,120
     
5,139
     
-
         
10,259
 
Other assets
   
3,649
     
2,082
     
850
 
(7
)
   
6,581
 
                                     
TOTAL ASSETS
 
$
283,613
   
$
155,498
   
$
517
       
$
439,628
 
                                     
LIABILITIES AND STOCKHOLDERS' EQUITY
                                   
                                     
Liabilities:
                                   
Deposits:
                                   
Noninterest-bearing
 
$
23,817
   
$
40,149
   
$
-
       
$
63,966
 
Interest-bearing
   
204,105
     
95,112
     
196
 
(8
)
   
299,413
 
Total deposits
   
227,922
     
135,261
     
196
         
363,379
 
FHLB advances
   
25,384
     
-
     
-
         
25,384
 
Other borrowings
   
-
     
-
     
-
         
-
 
Subordinated debt, net of issuance costs
   
-
     
8,454
     
-
         
8,454
 
Other liabilities
   
2,155
     
880
     
-
         
3,035
 
Total liabilities
   
255,461
     
144,595
     
196
         
400,252
 
                                     
Stockholders' equity:
                                   
Common stock
   
11
     
255
     
(251
)
(9
)
   
15
 
Additional paid in capital
   
11,118
     
639
     
11,797
 
(10
)
   
23,554
 
Treasury stock, at cost
   
-
     
(441
)
   
441
 
(11
)
   
-
 
Common stock acquired by benefits plans
   
(430
)
   
-
     
-
         
(430
)
Retained earnings
   
17,437
     
11,001
     
(12,217
)
(12
)
   
16,221
 
Accumulated other comprehensive income
   
16
     
(551
)
   
551
 
(13
)
   
16
 
Total stockholders' equity
   
28,152
     
10,903
     
321
         
39,376
 
                                     
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
283,613
   
$
155,498
   
$
517
       
$
439,628
 
                                     
Book value per share
 
$
25.80
   
$
46.27
               
$
25.97
 

The accompanying notes are an integral part of these pro forma statements.
 (Footnotes on following page)
 
 
21

___________________________

*
Assumes that the merger was completed on December 31, 2017 utilizing the acquisition method of accounting.  Estimated fair value adjustments for loans, investments securities, core deposit intangibles, deposits and borrowed funds were determined by information obtained from Century Next and ABC. Actual fair value adjustments, where appropriate, will be determined by a third party specialist, engaged by Century Next, as of the merger completion date.

Purchase Price
 
(In thousands)
     
Value of Century Next common stock to be issued
 
$
12,436
     
Cash consideration for fractional shares
   
5
  (1)   
Purchase price as of May 15, 2018
   
12,441
     
Pretax transaction costs of merger
   
1,440
  (1)  
  Tax receivable for transaction costs of merger
   
(490
)
(7)  
ABC's net assets:
           
ABC's stockholders' equity
   
10,903
     
Cost paid by ABC prior to closing, including dividends
   
327
  (1)  
Tax receivable for transaction costs of merger
   
(71
)
(7)  
ABC's stockholders' equity, net of transaction costs
   
10,576
     
Fair value adjustments:
           
Loans
   
(949
)
(2)  
Premises and equipment
   
103
  (4)  
Core deposit intangible
   
1,500
  (6)  
Interest-bearing deposits
   
196
  (8)  
Tax effect of fair value adjustment
   
(289
)
(7)  
Total adjustments of net assets acquired
 
$
561
     
Fair value of assets acquired
 
$
11,464
     
Estimated goodwill
 
$
320
  (5)  

(1)
Reflects the $1.772 million including $1.649 million of pretax transaction costs, $118,000 of ABC's first and second quarterly dividend obligation, and $5,000 estimated cash out for fractional shares of Century Next common stock.
(2)
Estimated fair value adjustment on the acquired loan portfolio of $(949,000).  Risk characteristics and market criteria were evaluated to estimate the fair market value of the acquired loans. This adjustment is approximately 1.0% of ABC's loan portfolio.
(3)
In accordance with purchase accounting guidance, ABC's $466,000 allowance for loan losses, which is equal to 0.50% of portfolio loans, has been eliminated.
(4)
Estimated fair value adjustment of $103,000 on the carrying value of ABC's premises and equipment.
(5)
Estimated goodwill of $320,000 created with this acquisition.
(6)
Estimated core deposits intangible of $1.5 million equal to 1.5% of ABC's core deposits.
(7)
Estimated tax adjustment of $850,000 including $289,000 as a result of the combined fair value adjustments and $561,000 of tax receivable from payment of transaction costs of merger calculated using a 34% tax rate.
(8)
Estimated fair value adjustment of $196,000 on interest-bearing deposits.
(9)
Represents the elimination of ABC's common stock of $255,000 plus Century Next's issuance of 425,167 shares of common stock with a par value of $0.01 equal to approximately $4,000.
(10)
Represents the elimination of ABC's additional paid in capital of $639,000 plus $12.436 million, which is the excess of Century Next's par value on the issuance of 425,167 shares of common stock based upon the closing stock price of $29.25 as of December 31, 2017.
(11)
Represents the elimination of ABC's treasury stock carried at cost of $441,000.
(12)
Represents the elimination of ABC's retained earnings of $11.0 million plus Century Next's and ABC's merger-related transaction cost, net of taxes, of $1.098 million, and ABC's first and second quarterly dividend obligation of $118,000.
(13)
Represents the elimination of ABC's accumulated other comprehensive loss of $551,000.
 
22

COMBINED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF INCOME
Unaudited

   
For the Year Ended December 31, 2017
 
   
Century Next
   
ABC
   
Adjustments
     
(1
)
 
Combined
 
   
(In thousands, except share data)
 
INTEREST INCOME
                               
Loans (including fees)
 
$
11,767
   
$
5,279
   
$
(190
)
   
(2
)
 
$
16,856
 
Securities
   
51
     
1,018
     
-
             
1,069
 
Other
   
282
     
137
     
-
             
419
 
Total Interest Income
   
12,100
     
6,434
     
(190
)
           
18,344
 
                                         
INTEREST EXPENSE
                                       
Deposits
   
1,456
     
270
     
28
     
(2
)
   
1,754
 
Short-term borrowings
   
180
     
6
     
-
             
186
 
Long-term debt
   
22
     
256
     
-
             
278
 
Total Interest Expense
   
1,658
     
532
     
28
             
2,218
 
                                         
Net Interest Income
   
10,442
     
5,902
     
(218
)
           
16,126
 
Provision for loan losses
   
645
     
(1,200
)
   
-
             
(555
)
Net Interest Income After Loan Loss Provision
   
9,797
     
7,102
     
(218
)
           
16,681
 
                                         
NON-INTEREST INCOME
                                       
Service charges on deposit accounts
   
456
     
1,569
     
-
             
2,025
 
Loan servicing release fees
   
889
     
-
     
-
             
889
 
Gain(Loss) on sale of loans
   
(155
)
   
-
     
-
             
(155
)
Gain on sales of available-for-sale securities
   
-
     
(9
)
   
-
             
(9
)
Gain(Loss) on sale of foreclosed assets
   
25
     
(300
)
   
-
             
(275
)
Other
   
437
     
581
     
-
             
1,018
 
Total Non-interest Income
   
1,652
     
1,841
     
-
             
3,493
 
                                         
NON-INTEREST EXPENSE
                                       
Salaries and employee benefits
   
4,659
     
2,874
     
830
     
(5
)
   
8,363
 
Occupancy and equipment
   
548
     
751
     
21
     
(3
)
   
1,320
 
Promotional expense
   
246
     
53
     
-
             
299
 
Professional expense
   
213
     
523
     
819
     
(5
)
   
1,555
 
Other operating expense
   
1,753
     
1,598
     
150
     
(4
)
   
3,501
 
Total Non-interest Expense
   
7,419
     
5,799
     
1,820
             
15,038
 
                                         
Income Before Taxes
   
4,030
     
3,144
     
(2,037
)
           
5,137
 
Income Taxes
   
1,675
     
1,009
     
(693
)
   
(6
)
   
1,991
 
                                         
NET INCOME
 
$
2,355
   
$
2,135
   
$
(1,345
)
         
$
3,145
 
                                         
Basic Earnings per Share
 
$
2.26
   
$
9.06
                   
$
2.14
 
                                         
Diluted Earnings per Share
 
$
2.18
   
$
9.06
                   
$
2.09
 
                                         
Weighted average common shares outstanding:
                                       
Basic
   
1,044,017
     
235,619
                     
1,469,184
 
Diluted
   
1,082,043
     
235,619
                     
1,507,210
 
___________________________
(1)
Assumes the merger with ABC was completed at the beginning of the period presented or January 1, 2017.
(2)
These pro forma acquisition adjustments reflect the amortization/accretion for the year ended December 31, 2017 of acquisition adjustments related to loans, investments, deposits and borrowings on an accelerated basis over the estimated life of the related assets or liabilities which are 5 years, 5 years, deposits 7 years and 5 years, respectively.
(3)
Represents the estimated depreciation for the market value adjustment for office properties over the estimated life of 5 years.
(4)
Represents amortization of $1.5 million core deposit intangible on an accelerated basis over 10 years.
(5)
Century Next and ABC expects to incur approximately $1.649 million, on a pretax basis, in total transaction costs as a result of the proposed merger. Non-interest expenses do not reflect anticipated cost savings or transaction expenses.
(6)
Reflects the tax impact of the pro forma acquisition adjustments at Century Next's statutory income tax rate of 34%.
 
 
 
23

RISK FACTORS
In addition to general investment risks and the other information contained in this joint proxy statement/offering circular, including the matters addressed under the heading "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 32, you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this joint proxy statement/offering circular.
Risk Factors Related to the Merger
Because the market price of Century Next common stock will fluctuate, ABC shareholders cannot be sure of the exact market value of the Century Next common stock they will receive in the merger.
Upon completion of the merger, each share of ABC common stock will be converted into the right to receive 1.8052 shares of Century Next common stock. The market value of the Century Next common stock constituting the stock merger consideration may vary from the closing price of Century Next common stock on the date the parties initially announced the merger, on the date that this joint proxy statement/offering circular was first mailed or delivered to ABC shareholders, on the date of the special meeting of the ABC shareholders and on the date the merger is completed and thereafter. Any change in the market price of Century Next common stock prior to completion of the merger will affect the market value of the stock merger consideration. Accordingly, at the time of the special meeting of ABC shareholders, ABC shareholders will not know or be able to calculate the market value of the Century Next common stock constituting the stock merger consideration that ABC shareholders will receive upon completion of the merger. ABC is not permitted to terminate the merger agreement or re-solicit the vote of ABC shareholders solely because of changes in the market prices of Century Next's stock. Stock prices may change as a result of a variety of factors, including general market and economic conditions, changes in Century Next's and ABC's respective businesses, operations and prospects, and regulatory considerations. Many of these factors are beyond the control of either Century Next or ABC. You should obtain current market quotations for shares of Century Next common stock.
The market price of Century Next common stock following the completion of the merger may be affected by factors different from those currently affecting the shares of Century Next or ABC.
Upon completion of the merger, holders of ABC common stock will become holders of Century Next common stock. Century Next's business and operations differ in certain important respects from that of ABC and, accordingly, the results of operations of the combined company and the market price of Century Next common stock following completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Century Next and ABC.
For a discussion of the business of Century Next, see "Information about Century Next" beginning on page 77. For a discussion of the business of ABC, see "Information about ABC" beginning on page 105.
ABC and Century Next will be subject to business uncertainties and contractual restrictions while the merger is pending.
Uncertainty about the effect of the merger on employees and customers may have an adverse effect on ABC or Century Next. These uncertainties may impair ABC's or Century Next's ability to attract, retain and motivate key personnel until the merger is consummated, and could cause customers and others that have business dealings with ABC or Century Next to seek to terminate or change their existing business relationships with ABC or Century Next. Retention of certain employees may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles with the combined company. If key employees depart prior to the completion of the merger or decide not to remain with the combined company following completion of the merger, Century Next's business following the merger could be adversely affected. In addition, the merger agreement restricts ABC from making certain acquisitions and taking other specified actions until the merger occurs without the consent of Century Next. These restrictions may prevent ABC from pursuing attractive business opportunities that may arise prior to the completion of the merger.
Please see "The Merger Agreement – Covenants and Agreements" beginning on page 66 for a description of the restrictive covenants to which ABC is subject.
 
24

The success of the merger and integration of Century Next and ABC will depend on a number of uncertain factors.
The success of the merger will depend on a number of factors, including, without limitation:
Century Next's ability to integrate the branches acquired from FNBC in the merger into Bank of Ruston's current operations;
Century Next's ability to limit the outflow of deposits held by its new customers in the branches acquired from FNBC and to successfully retain and manage interest-earning assets (i.e., loans) acquired in the merger;
Century Next's ability to control the incremental non-interest expense from the branches acquired from FNBC in a manner that enables it to maintain a favorable overall efficiency ratio;
Century Next's ability to retain and attract the appropriate personnel to staff the branches acquired from FNBC; and
Century Next's ability to earn acceptable levels of interest and non-interest income, including fee income, from the branches acquired from FNBC.
Integrating the two companies may be affected by general market and economic conditions or government actions affecting the financial industry generally. Integration efforts will also likely divert Century Next's management's attention and resources. No assurance can be given that Century Next will be able to successfully integrate the operations of ABC, and the integration process could result in the loss of key employees, the disruption of ongoing business, or inconsistencies in standards, controls, procedures and policies that adversely affect Century Next's ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. Century Next may also encounter unexpected difficulties or costs during the integration that could adversely affect its earnings and financial condition, perhaps materially. Additionally, no assurance can be given that the operation of the branches acquired from ABC will not adversely affect Century Next's existing profitability, that Century Next will be able to achieve results in the future similar to those achieved by its existing banking business, or that Century Next will be able to manage the growth resulting from the merger effectively.
The merger agreement limits ABC's ability to pursue alternatives to the merger.
The merger agreement includes provisions that limit ABC's ability to pursue alternative proposals from third parties to acquire all or a significant part of ABC. Subject to certain specified exceptions, these "no shop" provisions limit ABC's ability to discuss, facilitate or commit to competing third-party acquisition proposals. In addition, a termination fee would be payable by ABC to Century Next under certain circumstances, generally involving a determination by ABC to pursue an alternative transaction. These provisions could discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of ABC from considering or proposing an acquisition, even if it were prepared to pay consideration with a higher per share value than that proposed to be paid by Century Next to ABC shareholders in the merger, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire ABC than it might otherwise have proposed to pay.
If the conditions to the merger are not met or waived, the merger will not occur.
Specified conditions in the merger agreement must be satisfied or waived in order to complete the merger, including shareholder approval of the proposals being submitted to shareholders of each of Century Next and ABC at their respective special meetings. Century Next and ABC cannot assure you that each of the conditions will be satisfied or waived. If the conditions are not satisfied or waived, the merger will not occur or will be delayed, which could cause some or all of the intended benefits of the merger to be lost and could adversely affect the value of Century Next's and/or ABC's shares.
 
25

The merger may be completed even though Century Next or ABC experiences adverse changes in its business.
In general, either Century Next or ABC may refuse to complete the merger if the other party suffers a material adverse effect on its business prior to the closing of the merger. However, certain types of changes or occurrences with respect to Century Next or ABC would not prevent the merger from going forward, even if the change or occurrence would have adverse effects on Century Next or ABC, including the following:
changes in laws and regulations affecting banks or financial institutions or their holding companies generally, or interpretations thereof by courts or governmental entities, if such changes do not have a disproportionate impact on the affected company;
changes in GAAP or regulatory accounting principles generally applicable to financial institutions and their holding companies, if such changes do not have a disproportionate impact on the affected company;
actions and omissions of Century Next or ABC with the prior written consent of the other party or expressly required by the merger agreement;
changes or effects from the announcement of the merger agreement and the transactions contemplated thereby, and compliance by the parties with the merger agreement on the business, financial condition or results of operations of the parties;
changes in national or international political or social conditions including the engagement by the United States in hostilities, the occurrence of any military or terrorist attack upon or within the United States, or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, if such changes do not have a disproportionate impact on the affected company;
changes in economic, financial market, or geographic conditions in general, including changes in economic or financial markets or changes in interest rates, if such changes do not have a disproportionate impact on the affected company;
any legal action asserted or other actions initiated by any ABC or Century Next shareholder arising out of or related to the merger agreement; and
any failure, in and of itself, of Century Next or ABC to meet any internal projections, forecasts or revenue or earnings projections.
In addition, either Century Next or ABC could waive the closing condition related to the occurrence of any material adverse effect on the other party and the merger would be completed even if a material adverse effect were to occur of a type that would otherwise allow a party to terminate the merger agreement or refuse to complete the merger.
If the merger is not consummated by March 31, 2019, either Century Next or ABC may choose not to proceed with the merger.
Either Century Next or ABC may terminate the merger agreement if the merger has not been completed by March 31, 2019, unless the failure of the merger to be completed has resulted from the material failure of the party seeking to terminate the merger agreement to perform its obligations.
Termination of the merger agreement or failure to complete the merger could negatively impact ABC or Century Next.
If the merger agreement is terminated or the merger is not completed for any reason, there may be various adverse consequences to ABC and/or Century Next. For example, ABC's or Century Next's businesses may have been impacted adversely by the failure to pursue other potentially beneficial opportunities due to the focus of their respective management teams on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the value of ABC's or Century Next's shares could decline to the extent that the current value reflects a market assumption that the merger will be completed.
 
26

If the merger agreement is terminated and ABC's board of directors seeks another merger or business combination, ABC shareholders cannot be certain that ABC will be able to find a party willing to pay an equivalent or higher price than the price Century Next has agreed to pay in the merger. Furthermore, under certain circumstances, ABC will be obligated to pay Century Next a termination fee of $550,000 if the merger agreement is terminated.
Please see "The Merger Agreement – Termination of the Merger Agreement" and "The Merger Agreement—Termination Fee" on page 73.
ABC's directors and executive officers have interests in the merger that differ from the interests of ABC's shareholders generally.
ABC's shareholders should be aware that ABC's directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of ABC's shareholders. These interests and arrangements may create potential conflicts of interest. ABC's board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement and recommend that ABC's shareholders approve the merger agreement.
For a more complete description of these interests, please see "The Merger – Interests of ABC's Directors and Executive Officers in the Merger" beginning on page 61.
The unaudited pro forma combined condensed consolidated financial information included in this document is preliminary and the actual financial condition and results of operations of Century Next following completion of the merger may differ materially.
The unaudited pro forma combined condensed consolidated financial information included in this document is presented for illustrative purposes only and are not necessarily indicative of what Century Next's actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma combined condensed consolidated financial information reflects adjustments, which are based upon preliminary estimates, to record the ABC identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of ABC as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document.
Please see "Unaudited Pro Forma Combined Condensed Consolidated Financial Data" beginning on page 20 for additional information regarding these financial statements.
The shares of Century Next common stock to be received by ABC shareholders as consideration in the merger will have different rights from the shares of ABC common stock currently held by them.
The rights associated with ABC common stock are different from the rights associated with Century Next common stock in certain significant respects. Upon completion of the merger, ABC shareholders will become Century Next shareholders and their rights as shareholders will be governed by the articles of incorporation and bylaws of Century Next and by Louisiana law.
Please see "Comparative Rights of Shareholders" beginning on page 129 for a discussion of the different rights associated with Century Next common stock.
Holders of ABC common stock will have a reduced ownership and voting interest in the combined company after the merger and will exercise less influence over management.
Holders of ABC common stock currently have the right to vote in the election of the board of directors and the power to approve or reject any matters requiring shareholder approval under Arkansas law and ABC's articles of incorporation and bylaws. Upon completion of the merger, ABC shareholders will become Century Next shareholders, with a percentage ownership of Century Next that is smaller than such shareholders' current percentage ownership of ABC. Based on the number of shares of Century Next and ABC common stock outstanding on August 27, 2018 and based on the shares of common stock expected to be issued by Century Next in the merger, the former shareholders of ABC as a group will receive shares of Century Next common stock in the merger constituting approximately 27.9% of the shares of Century Next common stock to be outstanding immediately following completion of the merger. As a result, current ABC shareholders will have significantly less influence on the management and policies of Century Next than they now have on the management and policies of ABC.
 
27

Century Next's common stock currently has a limited trading market, is thinly traded and a more liquid market for its common stock may not develop after the merger, which may limit the ability of shareholders to sell their shares and may increase price volatility.
As of the date of this joint proxy statement/offering circular, Century Next's common stock is quoted on the OTCQX Best Market of the OTC Markets Group, Inc. Although price quotations are available, Century Next's common stock is thinly traded and has substantially less liquidity than the trading markets for many other savings and loan holding companies. Century Next cannot assure you that a more active trading market for Century Next common stock will develop or be sustained following the merger. The development of a liquid public market depends on the existence of willing buyers and sellers, the presence of which is not within Century Next's control. As a result, it may be difficult for you to sell your shares of Century Next common stock at the times or prices that you desire.
The merger may fail to qualify as a tax-free reorganization under the Internal Revenue Code.
The merger of Century Next and ABC has been structured to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. The closing of the merger is conditioned upon the receipt by Century Next of an opinion of its tax advisor, dated as of the effective date of the merger, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in that opinion (including factual representations contained in certificates of officers of ABC and Century Next) which are consistent with the state of facts existing as of the effective date of the merger, the merger constitutes a reorganization under Section 368(a) of the Internal Revenue Code. The tax opinion to be delivered in connection with the merger will not be binding on the Internal Revenue Service, referred to as the "IRS," or the courts, and neither Century Next nor ABC intends to request a ruling from the IRS with respect to the United States federal income tax consequences of the merger. If the merger fails to qualify as a tax-free reorganization, an ABC shareholder would likely recognize gain or loss on each share of ABC common stock exchanged for Century Next common stock in the amount of the difference between the fair market value of the Century Next common stock received by the ABC shareholder in the exchange and the shareholder's basis in the ABC shares surrendered.
See "Material United States Federal Income Tax Consequences of the Merger" beginning on page 74 for a more detailed discussion of the federal income tax consequences of the transaction.
If the merger is not completed, Century Next and ABC will have incurred substantial expenses without realizing the anticipated benefits of the merger.
Each of Century Next and ABC has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing, and mailing this joint proxy statement/offering circular, and all SEC filing fees and other fees payable in connection with the merger. The completion of the merger depends on the satisfaction of a variety of specified conditions, including the approval of the merger agreement by shareholders of each of Century Next and ABC at their respective special meetings. Neither Century Next nor ABC can guarantee that these conditions will be met. If the merger is not completed, Century Next and ABC would have to recognize these expenses without realizing the expected benefits of the merger, and such expenses could have an adverse impact on Century Next's and/or ABC's financial condition and results of operations on a stand-alone basis.
 
28

Neither of the fairness opinions received by the respective boards of directors of Century Next and ABC in connection with the merger has been updated to reflect changes in circumstances since the dates of such opinions.
The opinions rendered by Sandler O'Neill, dated May 16, 2018, and by Southard Financial, dated May 16, 2018, were based upon information available to each advisor as of such date. Neither opinion has been or will be updated to reflect changes that may occur or may have occurred after the date on which such opinion was delivered, including changes to the operations and prospects of  Century Next or ABC, changes in general market and economic conditions, or other factors that may be beyond the control of Century Next and ABC. Any such changes may alter the relative value of Century Next or ABC or the price of shares of Century Next common stock by the time the merger is completed. The opinions do not speak as of the date the merger will be completed or as of any date other than the date of such opinions. The merger agreement does not require that either Sandler O'Neill's or Southard Financial's opinion be updated as a condition to the completion of the merger, and neither Century Next nor ABC intends to request that the respective fairness opinions be updated. Sandler O'Neill's fairness opinion and Southard Financial's fairness opinion are attached to this joint proxy statement/offering circular as Annex B and Annex C, respectively. For a description of the opinion that Century Next received from its financial advisor, please see "The Merger — Opinion of Century Next's Financial Advisor," beginning on page 46. For a description of the opinion that ABC received from its financial advisor, please see "The Merger — Opinion of ABC's Financial Advisor," beginning on page 57.
Risks Relating to Century Next's Business Following the Merger
Combining the two companies may be more difficult, costly or time-consuming than expected.
Century Next and ABC have historically operated and, until the effective time of the merger, will continue to operate, independently. The success of the merger will depend, in part, on Century Next's ability to successfully combine the businesses of Century Next and ABC. To realize these anticipated benefits, after the effective time of the merger, Century Next expects to integrate ABC's business into its own. It is possible that the integration process could result in the loss of key employees, the disruption of each company's ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company's ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. The loss of key employees could adversely affect Century Next's ability to successfully conduct its business in the markets in which ABC now operates, which could have an adverse effect on Century Next's financial results and the value of its common stock. If Century Next experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause Century Next or ABC to lose current customers or cause current customers to remove their accounts from Century Next or ABC and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Century Next and ABC during this transition period and for an undetermined period after consummation of the merger.
Century Next may fail to realize the cost savings estimated for the merger.
Century Next estimates that it will achieve cost savings from the merger when the two companies have been fully integrated. While Century Next continues to be comfortable with these expectations as of the date of this joint proxy statement/offering circular, it is possible that the estimates of the potential cost savings could turn out to be incorrect.
The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and cost savings, if achieved, may be lower than what Century Next expects and may take longer to achieve than anticipated. If Century Next is not able to adequately address integration challenges, Century Next may be unable to successfully integrate Century Next's and ABC's operations or to realize the anticipated benefits of the integration of the two companies.
 
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Risks Relating to Century Next's Business
Increased emphasis on commercial lending, as well as consumer and commercial business lending, may expose Century Next to increased lending risks.

Century Next intends to continue to emphasize commercial lending which includes loans secured by owner-occupied commercial real estate, investment real estate with guarantor support and commercial and industrial loans.  Such lending activities generally are considered to involve a higher degree of risk than single-family residential lending due to a variety of factors, including generally larger loan balances, shorter terms to maturity and loan terms which often do not require full amortization of the loan over its term and, instead, provide for a balloon payment at stated maturity. As a result, Century Next may need to increase the provision for loan losses in future periods to address possible loan losses in its commercial loan portfolio. Although commercial business loans and consumer loans generally have shorter terms and higher interests rates than mortgage loans, they generally involve more risk than mortgage loans because of the nature of, or in certain cases the absence of, the collateral which secures such loans.

If the allowance for losses on loans is not adequate to cover losses, Century Next's earnings could decrease.

Century Next has established an allowance for loan losses which Century Next believes is adequate to offset probable losses on existing loans. Material additions to the allowance would materially decrease Century Next's net income. Century Next makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of its loans.  Century Next relies on loan quality reviews, its experience and its evaluation of economic conditions, among other factors, in determining the amount of the allowance for loan losses. While Century Next is not aware of any specific factors indicating a deficiency in the amount of its allowance for loan losses, federal bank regulators have increased their scrutiny of the level of the allowance for losses maintained by regulated institutions. In the event that Century Next has to increase its allowance for loan losses, it would have an adverse effect on results in future periods.  At December 31, 2017,  Century Next's  allowance  for  loan  losses  amounted  to $2.0 million while the total loan portfolio was $239.4 million at such date, $83.1 million of which were commercial real estate and commercial business loans.

Century Next's business is geographically concentrated in central northern Louisiana and following the merger, central southern Arkansas, which makes us vulnerable to downturns in the local and regional economies.

Most of Century Next's loans are to individuals and businesses located in central northern Louisiana.  Regional economic conditions affect the demand for Century Next's products and services as well as the ability of Century Next's customers to repay loans.  While economic conditions in northern Louisiana have been relatively good in recent periods, the concentration of Century Next's business operations makes Century Next particularly vulnerable to downturns in the local economy. Declines in local real estate values, both residential and commercial, could adversely affect the value of property used as collateral for the loans Century Next makes.  Historically, the oil and gas industry has constituted a significant component of the local economy.  The oil and gas industry remains an important factor in the regional economy in the markets that Bank of Ruston operates in and downturns in the local oil and gas industry could adversely affect Bank of Ruston.

Changes in interest rates could have a material adverse effect on Century Next's operations.

Century Next's profitability is dependent to a large extent on net interest income, which is the difference between the interest income earned on interest-earning assets such as loans and investment securities and the interest expense paid on interest-bearing liabilities such as deposits and borrowings.  Changes in the general level of interest rates can affect Century Next's net interest income by affecting the difference between the weighted average yield earned on interest-earning assets and the weighted average rate paid on interest-bearing liabilities, or interest rate spread, and the average life of interest-earning assets and interest-bearing liabilities.  For the year ended December 31, 2017, Century Next's average interest rate spread was 4.13% compared to a 4.21% for the year ended December 31, 2016.  Bank of Ruston continues to monitor its interest rate sensitivity and expects to diversify into higher yielding types of lending and grow lower cost transaction deposit accounts, but may not be able to effectively do so.

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Century Next is dependent upon the services of key executives.

Century Next relies heavily on its President and Chief Executive Officer, William D. Hogan.  The loss of Mr. Hogan could have a material adverse impact on Century Next's operations because, as a small company, Century Next has fewer management-level personnel who have the experience and expertise to readily replace this individual. Changes in key personnel and their responsibilities may be disruptive to Century Next's business and could have a material adverse effect on its business, financial condition, and results of operations.

Century Next operates in a highly regulated environment and may be adversely affected by changes in laws and regulations.

Century Next is subject to extensive regulation, supervision and examination by the Office of the Comptroller of the Currency, Bank of Ruston's primary federal regulator, the Board of Governors of the Federal Reserve System, Century Next's primary federal regulators and by the Federal Deposit Insurance Corporation, as insurer of Bank of Ruston's deposits.  Such regulation and supervision governs the activities in which an institution and its holding company may engage and are intended primarily for the protection of the insurance fund and the depositors and borrowers of Bank of Ruston rather than for holders of Century Next's common stock.  Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on Bank of Ruston's operations, the classification of its assets and determination of the level of its allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on Century Next's operations.

Century Next faces strong competition in its primary market area which may adversely affect its profitability.

Century Next is subject to vigorous competition in all aspects and areas of its business from commercial banks, mortgage banking companies, credit unions and other providers of financial services, such as money market mutual funds, brokerage firms, consumer finance companies and insurance companies.  Based on data from the Federal Deposit Insurance Corporation, as of June 30, 2017, the most recent date for which data is available, Bank of Ruston had 5.10% of the total deposits in Lincoln and Ouachita Parishes combined.  The financial resources of larger competitors may permit them to pay higher interest rates on their deposits and to be more aggressive in new loan originations.  Bank of Ruston also competes with non-financial institutions, including retail stores that maintain their own credit programs and governmental agencies that make available low cost or guaranteed loans to certain borrowers.  Competition from both bank and non-bank organizations will continue.
 
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain of the statements contained in this joint proxy statement/offering circular and the documents incorporated by reference herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business performance, conditions relating to Century Next and ABC, and the possible effects of the proposed merger of Century Next and ABC. These forward-looking statements include statements with respect to Century Next's and ABC's beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, that are subject to significant risks and uncertainties, and are subject to change based on various factors (some of which are beyond Century Next's and ABC's control). The words "may," "could," "should," "would," "will," "believe," "anticipate," "estimate," "expect," "intend," "plan" and similar expressions are intended to identify forward-looking statements.
In addition to factors identified elsewhere in this joint proxy statement/offering circular, the following factors, among others, could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements:
the ability to satisfy closing conditions to the merger, including approval by shareholders of each of Century Next and ABC on the expected terms and schedule;
delay in closing the merger;
difficulties and delays in integrating the ABC business or fully realizing anticipated cost savings and other benefits of the merger;
business disruptions following the merger;
revenues following the merger may be lower than expected;
deposit attrition, operating costs, customer loss and business disruption following the merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected;
the strength of the United States economy in general and the strength of the local economies in which Century Next and ABC conduct their operations;
the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board;
the downgrade, and any future downgrades, in the credit rating of the U.S. Government and federal agencies;
inflation, interest rate, market and monetary fluctuations;
the timely development of and acceptance of new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services;
the willingness of users to substitute competitors' products and services for Century Next's products and services;
the success of Century Next in gaining regulatory approval of its products and services, when required;
the impact of changes in laws and regulations applicable to financial institutions (including laws concerning taxes, banking, securities and insurance);
technological changes;
 
 
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additional acquisitions;
changes in consumer spending and saving habits;
the nature, extent, and timing of governmental actions and reforms, which may be changed unilaterally and retroactively by legislative or regulatory actions; and
the success of Century Next at managing the risks involved in the foregoing.
Some of these risks and uncertainties are discussed herein, including under the heading "Risk Factors" beginning on page 24.
All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters and attributable to directors of Century Next or ABC or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to within this joint proxy statement/offering circular. Forward-looking statements speak only as of the date on which such statements are made. Century Next and ABC undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this joint proxy statement/offering circular or incorporated documents might not occur and you should not put undue reliance on any forward-looking statements.
Century Next and ABC caution that the foregoing list of important factors is not exclusive. Readers are also cautioned not to place undue reliance on these forward-looking statements, which reflect Century Next's and ABC's analysis only as of the date of this joint proxy statement/offering circular.
 
 
 
 
 
 
 
 
 
 
 
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THE CENTURY NEXT SPECIAL MEETING
This section contains information from Century Next for Century Next shareholders about the Century Next special meeting. This joint proxy statement/offering circular is being mailed to each Century Next shareholder, on or about September 10, 2018. Together with this joint proxy statement/offering circular, Century Next shareholders are also receiving a notice of the special meeting of Century Next shareholders and a form of proxy that Century Next's board of directors is soliciting for use at the Century Next special meeting and at any adjournments or postponements thereof.
Date, Place and Time of the Century Next Meeting
The Century Next special meeting will be held on Thursday, October 25, 2018, at 1:00 p.m. local time, at Bank of Ruston's main office located at 505 North Vienna Street, Ruston, Louisiana.
This joint proxy statement/offering circular also serves as an offering circular in connection with the issuance of shares of Century Next common stock to ABC shareholders upon completion of the merger.
Matters to Be Considered at the Century Next Special Meeting
At the Century Next special meeting, Century Next shareholders will vote on the following matters:
the Century Next merger proposal;
the Century Next stock issuance proposal; and
the Century Next adjournment proposal.
Recommendation of Century Next's Board of Directors
Century Next's board of directors has approved the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Century Next's common stock in the merger, and unanimously recommends that Century Next shareholders vote "FOR" the Century Next merger proposal, "FOR" the Century Next stock issuance proposal, and "FOR" the Century Next adjournment proposal.
Record Date for the Century Next Special Meeting
Century Next's board of directors has fixed the close of business on August 27, 2018 as the record date for determining the Century Next shareholders entitled to receive notice of and to vote at the Century Next special meeting. Only Century Next shareholders of record as of the record date are entitled to vote at the Century Next special meeting. As of the record date, 1,099,313 shares of Century Next common stock were issued and outstanding and held by approximately 183 record holders. Century Next shareholders are entitled to one vote on each matter considered and voted on at the Century Next special meeting for each share of Century Next common stock held of record at the close of business on the record date.
Quorum; Vote Required
The presence, in person or by properly executed proxy, of the holders of a majority of the issued and outstanding shares of Century Next common stock entitled to vote at the Century Next special meeting is necessary to constitute a quorum at the Century Next special meeting. For purposes of determining the presence of a quorum, abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present.
 
 
 
 
 
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Century Next merger proposal:
Standard: Approval of the Century Next merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Century Next common stock entitled to be cast on the proposal.
Effect of abstentions and broker non-votes: If you fail to vote, mark "ABSTAIN" on your proxy, or fail to instruct your bank or broker with respect to the Century Next merger proposal, it will have the same effect as a vote "AGAINST" the proposal.
Century Next stock issuance proposal:
Standard:   Approval of the Century Next stock issuance proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Century Next common stock entitled to be cast on the proposal.
Effect of abstentions and broker non-votes:   If you fail to vote, mark "ABSTAIN" on your proxy, or fail to instruct your bank or broker with respect to the Century Next stock issuance proposal, it will have the same effect as a vote "AGAINST" the proposal.
Century Next adjournment proposal:
Standard: Approval of the Century Next adjournment proposal requires the affirmative vote of the holders of at least a majority of the votes cast at the Century Next special meeting.
Effect of abstentions and broker non-votes:  If you mark "ABSTAIN" on your proxy card, fail to submit a proxy card or vote in person at the Century Next special meeting, or fail to instruct your bank or broker how to vote with respect to the Century Next adjournment proposal, you will not be deemed to have cast a vote with respect to the proposal and it will have no effect on the proposal.
 
As of the record date for the Century Next special meeting, Century Next directors and executive officers beneficially owned approximately 266,090 shares (excluding shares that may be acquired upon the exercise of stock options or shares held as fiduciary), or 24.2%, of the outstanding shares of Century Next common stock entitled to vote at the Century Next special meeting.
As of the record date for the Century Next special meeting, ABC's directors and executive officers and their affiliates did not own any shares of Century Next common stock.
Solicitation of Proxies for the Century Next Special Meeting
The expense of soliciting proxies for Century Next's special meeting will be paid by Century Next. Century Next's directors, officers and employees may solicit proxies personally, by telephone, by e-mail and by facsimile.  Such directors, officers and employees will not receive any additional compensation for such solicitation activities.
It is important that any shares of Century Next common stock you hold be represented at the Century Next special meeting.  Whether or not you plan to attend the Century Next special meeting, Century Next's board of directors asks that all holders of Century Next common stock take the time to vote prior to the Century Next special meeting by completing, signing, dating and returning the enclosed proxy card as soon as possible in the enclosed postage-paid envelope, by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card.  If you attend the Century Next special meeting and wish to vote in person, your proxy may be revoked at that time.  Additional methods of revoking a proxy are described below.
 
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Voting at the Century Next Special Meeting
Century Next shareholders are entitled to one vote on each matter to be considered and voted on at the Century Next special meeting for each share of Century Next common stock held of record at the close of business on the record date for the Century Next special meeting.
Each copy of this joint proxy statement/offering circular delivered to Century Next shareholders is accompanied by a form of proxy card or voting instruction form with instructions for voting. If you hold stock in your name as a shareholder of record, you should complete, sign and return the proxy card accompanying this joint proxy statement/offering circular, regardless of whether you plan to attend the Century Next special meeting. You may also vote your shares through the Internet or by telephone. Information and applicable deadlines for voting through the Internet or by telephone are set forth in the enclosed proxy card instructions. To ensure your representation at the special meeting, Century Next recommends that you vote by proxy even if you plan to attend the special meeting. You can always change your vote at the special meeting.
If you appropriately mark, sign and return the enclosed proxy in time to be voted at the Century Next special meeting, the shares represented by the proxy will be voted in accordance with your instructions marked on the proxy.  Valid proxies delivered by Century Next shareholders that are executed but do not specify a vote on a particular matter will be voted "FOR" approval of the merger proposal, "FOR" approval of the Century Next stock issuance proposal and "FOR" the proposal to allow the adjournment of the Century Next special meeting, if necessary. No matters other than the matters described in this joint proxy statement/offering circular are anticipated to be presented for action at the Century Next special meeting or at any adjournment or postponement of the Century Next special meeting. However, if other business properly comes before the Century Next special meeting, the persons named as proxies on the Century Next proxy card will, in their discretion, vote upon such matters in their best judgment.
If you hold your Century Next stock in "street name" through a bank, broker or nominee, you must direct your bank, broker or nominee how to vote in accordance with the instructions you have received from your bank, broker or nominee. Your broker, bank, or other nominee may allow you to deliver your voting instructions via the telephone or the Internet.
Banks, brokers and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters determined to be "non-routine," without specific instructions from the beneficial owner. If your broker, bank or other nominee holds your shares of Century Next common stock in "street name," your broker, bank or other nominee will only vote your shares of Century Next common stock if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker, bank or other nominee with this joint proxy statement/offering circular. Century Next believes that none of the Century Next proposals are routine matters and, as a result, if your bank, broker or other nominee has not received your voting instructions with respect to these proposals, your bank, broker or other nominee cannot vote your shares on these proposals.
Signing and returning the enclosed proxy will not affect a Century Next shareholder's right to attend the Century Next special meeting and vote in person.  If you attend the Century Next special meeting and wish to vote in person, your proxy may be revoked at that time.  Please note, however, that simply attending the Century Next special meeting will not revoke a previously-submitted proxy; you must cast a new vote at the Century Next special meeting in order to revoke your prior vote. If you are a Century Next shareholder whose shares are not registered in your own name, you will need to bring with you a proxy or letter from the bank, broker, nominee or other holder of record in order to vote in person at the Century Next special meeting.
Revocation of Proxies for the Century Next Special Meeting
A Century Next shareholder who has submitted a proxy may revoke it at any time before its exercise at the Century Next special meeting by (i) giving written notice of revocation to Century Next's Corporate Secretary, (ii) properly submitting to Century Next a duly executed proxy bearing a later date, (iii) voting again by telephone or the Internet or (iv) attending the Century Next special meeting and voting in person. Please note, however, that simply attending the Century Next special meeting will not revoke a previously-submitted proxy; you must cast a new vote at the Century Next special meeting in order to revoke your prior vote. All written notices of revocation and other communications with respect to revocation of Century Next proxies should be addressed to Century Next as follows: Alan D. Roberson, Corporate Secretary, Century Next Financial Corporation, 505 North Vienna Street, Ruston,  Louisiana 71270.
 
 
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THE CENTURY NEXT PROPOSALS
Approval of Merger Agreement
Century Next is asking its shareholders to approve the merger agreement. Century Next shareholders should read this joint proxy statement/offering circular carefully and in its entirety, including the Annexes, for more detailed information concerning the merger agreement, the merger and the issuance of shares of Century Next common stock in connection with the merger. A copy of the merger agreement is attached to this joint proxy statement/offering circular as Annex A.
Century Next's board of directors unanimously recommends that Century Next shareholders vote "FOR" approval of the merger agreement.
Approval of the Issuance of shares of Century Next common stock in the Merger
Under Louisiana law, shareholders of a corporation must approve any issuance of shares which (i) are issued for consideration other than cash or cash equivalents, and (ii) is in an amount equal to more than 20% of the voting power of the corporation's outstanding shares immediately prior to the transaction. Century Next proposes to issue an aggregate of approximately 425,339 shares of its common stock in the merger to shareholders of ABC as the stock merger consideration. The shares will not be issued in exchange for cash or cash equivalents. In addition, the shares to be issued in the merger will constitute approximately 38.7% of the voting power of Century Next's outstanding shares of common stock immediately prior to the merger. Accordingly, shareholder approval of the share issuance in the merger is required under Louisiana law. In order to complete the merger, approval of the Century Next stock issuance proposal is required.
Century Next's board of directors unanimously recommends that Century Next shareholders vote "FOR" approval of the Century Next stock issuance proposal.
Century Next Adjournment Proposal
The Century Next special meeting may be adjourned to another time or place, if necessary or appropriate, to permit further solicitation of proxies if necessary to obtain additional votes in favor of approval of the merger agreement or the Century Next stock issuance proposal.
If, at the Century Next special meeting, the number of shares of Century Next common stock present or represented and voting in favor of approval of the merger agreement or the Century Next stock issuance proposal is insufficient to approve either proposal, Century Next intends to move to adjourn the Century Next special meeting in order to solicit additional proxies. In that event, Century Next will ask its shareholders to vote on the Century Next adjournment proposal, but not the Century Next merger proposal and/or the Century Next stock issuance proposal, as the case may be.
In this proposal, Century Next is asking its shareholders to authorize the persons named as proxies on the Century Next proxy card on a discretionary basis to vote in favor of adjourning the Century Next special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Century Next shareholders who have previously voted.
Century Next's board of directors unanimously recommends that Century Next shareholders vote "FOR" approval of adjournment, if necessary or appropriate, of the meeting to permit the solicitation of additional proxies in favor of approval of the merger agreement and/or the Century Next stock issuance proposal, as the case may be.
 
 
 
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THE ABC SPECIAL MEETING
This section contains information from ABC for ABC shareholders about the ABC special meeting. This joint proxy statement/offering circular is being mailed to each ABC shareholder, on or about September 10, 2018. Together with this joint proxy statement/offering circular, ABC shareholders are also receiving a notice of the special meeting of ABC shareholders and a form of proxy that ABC's board of directors is soliciting for use at the ABC special meeting and at any adjournments or postponements thereof.
Date, Place and Time of the ABC Meeting
The ABC special meeting will be held on Thursday, October 25, 2018, at 1:00 p..m., local time, at FNBC's main office  located at 218 Main Street, Crossett, Arkansas.
This joint proxy statement/offering circular also serves as an offering circular in connection with the issuance of shares of Century Next common stock to ABC shareholders upon completion of the merger.
Matters to Be Considered at ABC Special Meeting
At the special meeting, ABC shareholders will vote on:
    the ABC merger proposal; and
     
 
the ABC adjournment proposal.
Recommendation of ABC's Board of Directors
ABC's board of directors has approved the merger agreement and unanimously recommends that ABC's shareholders vote "FOR" the ABC merger proposal and "FOR" the ABC adjournment proposal.
Record Date for the ABC Special Meeting
ABC's board of directors has fixed the close of business on August 27, 2018 as the record date for determining the ABC shareholders entitled to receive notice of and to vote at the ABC special meeting. Only ABC shareholders of record as of the record date are entitled to vote at the ABC special meeting. As of the record date, 235,619 shares of ABC common stock were issued and outstanding and held by 173 record holders. ABC shareholders are entitled to one vote on each matter considered and voted on at the ABC special meeting for each share of ABC common stock held of record at the close of business on the record date.
Quorum; Vote Required
The presence, in person or by properly executed proxy, of the holders of a majority of the issued and outstanding shares of ABC common stock entitled to vote at the ABC special meeting is necessary to constitute a quorum at the ABC special meeting. For purposes of determining the presence of a quorum, abstentions will be counted as present for the purpose of determining whether a quorum is present.
ABC merger proposal:
    Standard: Approval of the ABC merger proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of ABC common stock
    entitled to be cast on the proposal.
     
 
Effect of abstentions and broker non-votes:  If you fail to or vote, mark "ABSTAIN" on your proxy or fail to instruct your bank or broker with respect to the ABC's
    merger proposal, it will have the same effect as a vote "AGAINST" the proposal.
 
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ABC adjournment proposal:
    Standard: Approval of the ABC adjournment proposal requires the affirmative vote of the holders of at least two-thirds of the votes cast at the ABC special meeting.
     
  Effect of abstentions and broker non-votes: If you mark "ABSTAIN" on your proxy card, or fail to submit a proxy card or vote in person at the ABC special meeting
    or fail to instruct your bank or broker with respect to the ABC adjournment proposal, you will not be deemed to have cast a vote with respect to the proposal and it will
    have no effect on the proposal.
As of the record date for the ABC special meeting, ABC's directors and executive officers beneficially owned approximately 42,417 shares, or 18.0% of the outstanding shares of ABC common stock entitled to vote at the ABC special meeting. In connection with ABC's entry into the merger agreement, ABC's directors entered into voting and support agreements that require, among other things, the directors to vote in favor of the approval of the merger agreement at the ABC special meeting. The ABC directors who executed the voting and support agreements own an aggregate of 42,287 shares, or 18.0% of the outstanding shares, of ABC common stock.
Solicitation of Proxies for the ABC Special Meeting
The expense of soliciting proxies for ABC's special meeting will be paid by ABC. ABC's directors, officers and employees may solicit proxies personally, by telephone, by e-mail and by facsimile.  Such directors, officers and employees will not receive any additional compensation for such solicitation activities. In addition, ABC has also made arrangements with Laurel Hill Advisory Group, LLC to assist it in soliciting proxies and has agreed to pay Laurel Hill Advisory Group, LLC a fee of $5,500, plus the reimbursement of certain expenses for these services.
It is important that any shares of ABC common stock you hold be represented at the ABC special meeting.  Whether or not you plan to attend the ABC special meeting, ABC's board of directors asks that all holders of ABC common stock take the time to vote prior to the ABC special meeting by completing, signing, dating and returning the enclosed proxy card as soon as possible in the enclosed postage-paid envelope. If you attend the ABC special meeting and wish to vote in person, your proxy may be revoked at that time.  Additional methods of revoking a proxy are described below.
Voting at the ABC Special Meeting
ABC shareholders are entitled to one vote on each matter to be considered and voted on at the ABC special meeting for each share of ABC common stock held of record at the close of business on the record date for the ABC special meeting.
Each copy of this joint proxy statement/offering circular delivered to ABC shareholders is accompanied by a form of proxy card or voting information form with instructions for voting. Shareholders of ABC should complete, sign and return the proxy card accompanying this joint proxy statement/offering circular, regardless of whether they plan to attend the ABC special meeting. To ensure your representation at the special meeting, ABC recommends that you vote by proxy even if you plan to attend the special meeting. You can always change your vote at the special meeting.
If you appropriately mark, sign and return the enclosed proxy in time to be voted at the ABC special meeting, the shares represented by the proxy will be voted in accordance with your instructions marked on the proxy. Valid proxies delivered by ABC shareholders that are executed but do not specify a vote on a particular matter will be voted "FOR" approval of the merger agreement and "FOR" the proposal to allow the adjournment of the ABC special meeting, if necessary. No matters other than the matters described in this joint proxy statement/offering circular are anticipated to be presented for action at the ABC special meeting or at any adjournment or postponement of the ABC special meeting. However, if other business properly comes before the ABC special meeting, the persons named as proxies on the ABC proxy card will, in their discretion, vote upon such matters in their best judgment.
 
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Signing and returning the enclosed proxy will not affect an ABC shareholder's right to attend the ABC special meeting and vote in person.  If you attend the ABC special meeting and wish to vote in person, your proxy may be revoked at that time.  Please note, however, that simply attending the ABC special meeting will not revoke a previously-submitted proxy; you must cast a new vote at the ABC special meeting in order to revoke your prior vote.
Revocation of Proxies for the ABC Special Meeting
An ABC shareholder who has submitted a proxy may revoke it at any time before its exercise at the ABC special meeting by (i) giving written notice of revocation to ABC's Corporate Secretary, (ii) properly submitting to ABC a duly executed proxy bearing a later date, or (iii) attending the ABC special meeting and voting in person. Please note, however, that simply attending the ABC special meeting will not revoke a previously-submitted proxy; you must cast a new vote at the ABC special meeting in order to revoke your prior vote.  All written notices of revocation and other communications with respect to revocation of ABC proxies should be addressed to ABC as follows: Attn: Dr. Benjamin J. Walsh, Ashley Bancstock Company, 218 Main Street, Crossett, Arkansas 71635.
THE ABC PROPOSALS
Approval of Merger Agreement
ABC is asking its shareholders to approve the merger agreement. ABC shareholders should read this joint proxy statement/offering circular carefully and in its entirety, including the Annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/offering circular as Annex A.
ABC's board of directors unanimously recommends that ABC shareholders vote "FOR" the approval of the merger agreement.
ABC Adjournment Proposal
The ABC special meeting may be adjourned to another time or place, if necessary or appropriate, to permit further solicitation of proxies if necessary to obtain additional votes in favor of approval of the merger agreement.
If, at the ABC special meeting, the number of shares of ABC common stock present or represented and voting in favor of approval of the merger agreement is insufficient to approve the proposal, ABC intends to move to adjourn the ABC special meeting in order to solicit additional proxies. In that event, ABC will ask its shareholders to vote on the ABC adjournment proposal, but not the proposal to approve the merger agreement.
In this proposal, ABC is asking its shareholders to authorize the persons named as proxies on the ABC proxy card on a discretionary basis to vote in favor of adjourning the ABC special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from ABC shareholders who have previously voted.
ABC's board of directors unanimously recommends that ABC shareholders vote "FOR" approval of adjournment, if necessary or appropriate, of the meeting to permit the solicitation of additional proxies in favor of approval of the merger agreement.
Questions about the Merger Proposal or ABC Adjournment Proposal

                ABC shareholders may contact Laurel Hill Advisory Group, LLC, ABC's proxy solicitation agent.  Banks and brokers can call (516) 933-3100, and all others can call, toll-free, (888) 742-1305.  If your bank, broker or other nominee holds your shares, you should also call your bank, broker or other nominee for additional information.
 
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THE MERGER

Terms of the Merger

Each of Century Next's and ABC's respective board of directors has approved the merger agreement, which provides for the merger of ABC with and into Century Next and immediately thereafter, the merger of FNBC with and into Bank of Ruston.

In the merger, each share of ABC common stock issued and outstanding immediately prior to the completion of the merger, except for shares of ABC common stock held by shareholders who exercise their dissenters' rights under Arkansas law, will be converted into the right to receive 1.8052 shares of Century Next common stock, par value $0.01 per share. No fractional shares of Century Next common stock will be issued in connection with the merger.

Shareholders of both Century Next and ABC are being asked to approve, among other items, the merger agreement. See "The Merger Agreement" beginning on page 64 for additional and more detailed information regarding the legal documents that govern the merger, including information about conditions to the completion of the merger and provisions for terminating or amending the merger agreement.

Background of the Merger

In recent years, ABC and FNBC have considered the growth opportunities available to FNBC as a part of their strategic planning process, with the aim of maintaining FNBC's financial leadership position in Ashley County, Arkansas.  Those strategic plans have contemplated growth through targeted acquisitions, but have not contemplated a sale of FNBC.
On August 15, 2017, an unsolicited letter to the FNBC board of directors was received from Mr. Bill Hogan, President and CEO of Century Next.  In that letter, Mr. Hogan expressed the interest of Century Next and its subsidiary, Bank of Ruston, in pursuing a strategic combination with ABC and FNBC.  Because the letter spoke to many of the objectives being pursued by ABC and FNBC, including the enhancement of shareholder value, organic growth and beneficial partnerships, the board believed that further discussions with Century Next were warranted.
On August 16, Herbert Hutchison, Chair of the ABC board of directors, responded to Century Next, advising that ABC would consider Century Next's inquiry and respond substantively within a reasonable time period.  That initial response, however, emphasized the partnership and merger language in the Century Next letter, to make clear that ABC was not interested simply in a sale of FNBC.
On August 20, the ABC Executive Committee met to discuss the Century Next inquiry.  Mr. Hutchison was instructed to obtain relevant information from FNBC's president and to have preliminary research conducted on Century Next and Bank of Ruston.  The committee also agreed that a meeting with Century Next representatives would be appropriate.
In early September, Mr. Hutchison requested that ABC's legal counsel prepare a letter of non-disclosure and confidentiality for Century Next to execute prior to any discussions or meetings.  Following Century Next's execution of that document on September 5, an introductory meeting of representatives from both organizations was scheduled for September 14.
On September 13, Mr. Hutchison was contacted by telephone by a representative of another third party inquiring about ABC's interest in a sale of FNBC.  That representative explained that he was looking for a bank like FNBC for an undisclosed client, and was requesting that an ABC shareholder list be sent to him as part of his research.  Mr. Hutchison asked that the third party reduce its inquiry and request to writing and then submit it to ABC.  This third-party inquiry was unsolicited, and no further communication was ever received by ABC or FNBC relating to it.
The September 14 meeting with Century Next representatives confirmed the similarities between FNBC and Bank of Ruston in their respective markets.  It also showed Century Next's serious interest in growing through mergers with compatible institutions, having engaged the investment banking firm of Sandler O'Neill to assist in that search.  Following the meeting, discussions among the ABC representatives centered on early engagement of professional advisors who could assist ABC in the exploratory process.
 
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Subsequently, Mr. Hutchison met with Gary Brannon, FNBC's acting president, to discuss the timeline of a search for a permanent replacement, and later contacted the OCC to discuss delaying the search process in light of the possibility of a merger.  Mr. Hutchison, in a process involving other members of the board, made initial contacts with bank consulting firms and with ABC's outside legal counsel, for the purpose of assembling a team of advisors who could assist ABC in evaluating a possible merger.
On September 26, the ABC Executive Committee discussed the proposed transaction and the communications with potential advisors.  The committee determined that ABC should have an indication of Century Next's valuation of FNBC before moving forward.  That information was shared with Century Next, which then requested further information of ABC.  Century Next committed to completing its preliminary due diligence and providing ABC with its results and projections by October 3.  On October 3, Century Next delivered a letter of intent to ABC that proposed a stock-for-stock exchange in a transaction valuing ABC at 1.25 times its tangible book value.
On October 4, the ABC Executive Committee met via a conference call for an in-depth discussion of the Century Next letter of intent.  The committee also considered candidates for the role of ABC's financial advisor.
On October 12, at a meeting of the ABC Executive Committee, further consideration was given to the Century Next letter of intent and the engagement of ABC's outside advisors.  The committee discussed scheduling another meeting with Century Next to hear their plans for going forward.
A meeting of all members of the ABC board and representatives of Century Next was held on October 17, in Bastrop, Louisiana.  Among the matters discussed were the pro forma financial condition of Bank of Ruston and FNBC on a combined basis.
On October 18, Messrs. Hutchison and John McGoogan, another member of the ABC board, met with Mark Taylor, CFO of Bank of Ruston, at the bank's Monroe office.  Those discussions focused on confirming the validity of assumptions Mr. McGoogan used in his due diligence on Century Next and Bank of Ruston and on describing favorable changes in FNBC's allowance for loan losses.
Following a series of interviews and conversations with potential financial advisors, Mr. Hutchison recommended to the ABC board that Southard Financial, LLC of Memphis, Tennessee be engaged.  The board agreed and Southard Financial was engaged.  On November 17, an initial management interview with Southard Financial took place.  Mr. Brannon was on site in Memphis at the offices of Southard Financial, while the ABC board and other management personnel participated by telephone conference to discuss the history, market position, financials and other information relative to Southard Financial's initial due diligence.
On December 13, the ABC board met to discuss the valuation process to date and the effects of recent adjustments made to ABC's balance sheet.  The board concluded that year-end projections and actual results should be used as the basis for determining the value of ABC/FNBC going forward.  On those grounds, the board decided to counter the proposal in the Century Next letter of intent with an exchange ratio that more accurately reflected ABC's value.
 
42

On December 14, Messrs. Hutchison and Hogan met in Monroe.  At that meeting ABC proposed an exchange ratio based on a valuation of ABC at 1.39 times tangible book value, and explained the underlying analysis in support of that valuation.  Mr. Hogan promised a response by December 19.
Mr. Hutchison and Mr. Hogan spoke by telephone on December 18, without coming to agreement on valuation issues.  In a December 20 telephone conversation, Mr. Hogan stated to Mr. Hutchison that any future offers or letters of interest would be based on a fixed dollar amount per share and not on a multiple of total book value.  Discussion followed on a fixed dollar range acceptable to both parties.
In a January 3, 2018, telephone conversation, Mr. Hutchison and Mr. Hogan discussed the parties' mutual interest in moving forward.  On January 8, Century Next submitted a new letter of intent to ABC, proposing an exchange ratio of 1.9825 Century Next shares for each share of ABC stock.
The ABC board met on January 9 to consider the new letter of intent, which proposed a fixed exchange ratio approach in the stock-for-stock merger.  The board was agreeable to the approach taken in the new letter of intent, but wanted to make clear what latitude ABC would have to make dividend payments to its shareholders while the parties were moving ahead with merger plans.
Between January 12 and 19, the parties engaged in conversations and negotiations relating to the new letter of intent.
On January 22, the ABC board met for further discussion of the letter of intent and other matters that had been negotiated since the last meeting.  The board authorized Mr. Hutchison to accept the January 8 letter of intent, with the newly negotiated changes.  He communicated ABC's position to Mr. Hogan in writing on January 23.  In subsequent conversations, the parties agreed to move quickly on due diligence matters and to begin work on a definitive agreement.
From January 23 through April, both parties conducted their due diligence, through the exchange of documents and management team visits to each other's locations and market areas to examine policies, management practices, loan portfolios, deposit services, human resources and physical facilities.  Also during that time, ABC's financial advisor, Southard Financial, conducted due diligence on Century Next and Bank of Ruston.
A first draft of the definitive agreement was circulated by Century Next on March 16, and negotiations on that document took place during the following weeks.  In early April, ABC engaged Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. to advise on legal matters related to the proposed transaction.
On May 4, a substantially final draft of the definitive agreement was submitted to ABC.  Later the same day, however, Century Next proposed some substantive adjustments to the exchange ratio and other conditions and terms of the agreement.
 
43

Century Next's proposed changes were discussed at a meeting of the ABC board on May 8.  Later that day, Messrs. Hutchison and Max Pope, another member of the ABC board, held a telephone conference with Mr. Hogan, during which Mr. Hogan explained that Century Next based their proposed exchange ratio adjustment on the effect of rising interest rates on the value of FNBC's available-for-sale investment portfolio.  ABC countered that the negative effect had long been foreseeable in a rising interest rate environment, and that the condition only constituted an unrealized loss unless the portfolio were to be liquidated.
The parties met in Ruston on May 9 for a presentation given by Mark Taylor.  Messrs. Hutchison and Pope, together with ABC board members Douglas Reed, Ben Walsh and Michael Webb, attended that meeting.  The position taken by Century Next was that the unrealized loss in FNBC's investment portfolio would create intangible "goodwill" on the Century Next balance sheet beyond an acceptable level.  To counteract that effect, Century Next proposed changing the previously agreed upon exchange ratio to 1.8052.  The meeting ended without resolution of the issues.
On the morning of May 10, the ABC board met for a discussion of the previous day's presentation.  Mr. Hutchison was asked to consult with Southard Financial on the matter.  Later that day, following Mr. Hutchison's telephone call with Southard Financial, the ABC board met again and continued deliberations on the "goodwill" issue and the exchange ratio change.
The ABC board met again on May 11.  Mr. Hutchison reported on his conversation with Southard Financial.  The board instructed Mr. Hutchison to notify Century Next that ABC was prepared to enter into the definitive agreement, in the form that had been presented by counsel for Century Next on May 4, before the exchange ratio change was proposed.  Mr. Hutchison emailed that decision to Mr. Hogan following the board meeting.
On May 14, Mr. Hogan conferred with Mr. Hutchison by telephone.  During the call, Mr. Hogan proposed an additional 5% stock dividend above the original 5% previously negotiated.  He emphasized, as well, that getting the transaction closed sooner would qualify ABC's shareholders for the annual dividend expected to be paid by Century Next before year-end.
The ABC board met on the morning of May 15 to discuss the status of the transaction.  Mr. Hutchison reported on his May 14 exchange with Mr. Hogan.  The board discussed the potential of the transaction and the forward-looking projections that had previously been considered, as well as the new proposal on the 10% stock dividend.  The board's consensus was that ABC should proceed with the transaction as proposed by Century Next, subject to Southard Financial's rendering a suitable fairness opinion.
The ABC board met again during the afternoon of May 15. Representatives of Southard Financial joined the meeting by telephone, and reported the firm's opinion that, based on all currently available information, the transaction would be fair, from a financial point of view, to ABC's shareholders.  The board then voted unanimously to approve the merger with Century Next.
During the morning of May 16, 2018, the boards of directors of Century Next and Bank of Ruston met in order to review the proposed merger agreement, the transactions contemplated thereby, including the merger, and the other terms of the merger agreement, including the merger consideration of 1.8052 shares of Century Next common stock to be received for each share of ABC common stock upon consummation of the merger, and the various related agreements contemplated by the merger agreement. The Century Next and the Bank of Ruston boards received a presentation regarding the financial terms of the proposed merger from Century Next's financial advisor, Sandler O'Neill & Partners, L.P., and a presentation regarding the terms of the merger agreement from its legal counsel, Silver, Freedman, Taff & Tiernan LLP. Legal counsel, Sandler O'Neill and senior management of Century Next also briefed the boards on the results of the due diligence review conducted on ABC. Representatives of Sandler O'Neill and legal counsel responded to questions from the directors. At the meeting, representatives of Sandler O'Neill rendered  its oral opinion, which was subsequently confirmed in writing, to the effect that, as of the date thereof, the exchange ratio set forth in the merger agreement was fair to Century Next from a financial point of view. After careful and deliberate consideration of the presentations by Century Next's financial advisor and legal counsel as well as the interests of Century Next's shareholders, customers, employees and the communities served by Century Next, the board of directors of Century Next unanimously approved the merger agreement and the related documents. The board of directors of Bank of Ruston also unanimously approved the merger agreement and the related documents.

Following the meeting of Century Next's board of directors on May 16, 2018, the merger agreement and related documents were executed and the parties issued a press release announcing the proposed merger after the close of market trading.
 
Century Next's Reasons for the Merger and Recommendation of the Century Next Board of Directors
Century Next believes that the acquisition of ABC provides an excellent opportunity to increase the scale of its operations in north Louisiana and south Arkansas. In approving the merger agreement, Century Next's board of directors considered the following factors as generally supporting its decision to enter into the merger agreement:
its understanding of Century Next's business, operations, financial condition, earnings and prospects and of ABC's business, operations, financial condition, earnings and prospects, including each of Century Next's and ABC's positions in the north Louisiana and south Arkansas markets in which they operate;
the complementary nature of the respective customer bases, products and skills of Century Next and ABC that could result in opportunities to obtain synergies as products are distributed over a broader customer base;
the expectation that the merger will result in a combined entity with assets in excess of approximately $460.0 million;
the scale, scope, strength and diversity of operations, product lines and delivery systems that combining Century Next and ABC could achieve;
the expectation that the merger will result in approximately $1.1 million in annual pre-tax cost savings (reflecting an approximately 20% reduction in ABC's non-interest expense) following the completion of the merger and full integration of the two companies;
the anticipated pro forma financial impact of the merger on the combined company, including an estimated 22% accretion in Century Next's earnings per share once full efficiencies are realized and estimated tangible book value dilution of 5.4%, with an earn-back period of less than 3.75 years, in each case taking into consideration the expected cost savings;
 
44

the participation of three of ABC's directors in the combined company which the Century Next board of directors believed would enhance the likelihood of realizing the strategic benefits that Century Next expects to derive from the merger;
the belief of Century Next's management that Century Next will be able to integrate ABC with Century Next successfully;
the financial analyses of Sandler O'Neill,  presented on May 16, 2018, as well as the related opinion of Sandler O'Neill dated May 16, 2018, to the Century Next board of directors as to the fairness of the exchange ratio of 1.8052, from a financial point of view, to Century Next, which financial analyses and opinion were based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, as more fully described in the section of this joint proxy statement/offering circular entitled "The Merger—Opinion of Century Next's Financial Advisor";
the fact that Century Next's shareholders will have a chance to vote on the merger;
the review by Century Next's board of directors, with the assistance of Century Next's legal advisor, Silver, Freedman, Taff & Tiernan LLP, of the terms of the merger agreement;
its understanding of the current and prospective environment in which Century Next and ABC operate, including regional and local economic conditions, the competitive environment for financial institutions generally and continuing consolidation in the financial services industry, and the future growth prospects for its market area to provide sustained business development opportunities; and
the likelihood that Century Next will obtain the regulatory approvals it needs to complete the merger.
The foregoing discussion of the information and factors considered by Century Next's board of directors is not intended to be exhaustive, but includes the material factors considered by the Century Next board of directors. The Century Next board of directors did not consider it practicable, and did not attempt, to quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. Century Next's board of directors viewed its position as being based on all of the information and the factors presented to and considered by it. In addition, individual directors may have given different weights to different information and factors.
For the reasons set forth above, the Century Next board of directors determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger and the issuance of shares of Century Next common stock to shareholders of ABC in the merger,  are advisable and in the best interests of Century Next and voted to approve the merger agreement, to approve the merger and the transactions contemplated by it, and to recommend that Century Next's shareholders approve the merger agreement and the Century Next stock issuance proposal.
The Century Next board of directors unanimously recommends that Century Next shareholders vote "FOR" the approval of the Century Next merger proposal and the other proposals to be considered at the Century Next special meeting.
It should be noted that this explanation of the Century Next board of directors' reasoning presented in this section contains information that is forward-looking in nature, and therefore should be read in light of the factors discussed under the heading "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 32.
Opinion of Century Next's Financial Advisor

By letter dated January 18, 2018, Century Next retained Sandler O'Neill to act as financial advisor to the Century Next board of directors in connection with Century Next's consideration of a possible business combination with ABC. Sandler O'Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions.  In the ordinary course of its investment banking business, Sandler O'Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.
 
 
45

Sandler O'Neill acted as financial advisor in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the May 16, 2018 meeting at which Century Next's board of directors considered and approved the merger agreement, Sandler O'Neill delivered to the Century Next board of directors its oral opinion, which was subsequently confirmed in writing, to the effect that, as of such date, the exchange ratio provided for in the merger agreement was fair to Century Next from a financial point of view. The full text of Sandler O'Neill's opinion is attached as Annex B to this joint proxy statement/offering circular.  The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O'Neill in rendering its opinion.  The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion.  Century Next common shareholders are urged to read the entire opinion carefully in connection with their consideration of the Century Next merger proposal.

Sandler O'Neill's opinion speaks only as of the date of the opinion.  The opinion was directed to Century Next's board of directors in connection with its consideration of the merger and is directed only to the fairness, from a financial point of view, of the exchange ratio to Century Next.  Sandler O'Neill's opinion does not constitute a recommendation to any Century Next shareholder as to how such Century Next shareholder should vote at any meeting of shareholders called to consider and vote upon the Century Next merger proposal.  It does not address the underlying business decision of Century Next to engage in the merger, the form or structure of the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for Century Next or the effect of any other transaction in which Century Next might engage.  Sandler O'Neill did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any Century Next or ABC officers, directors, or employees, or class of such persons, if any, relative to the compensation to be received in the merger by any other shareholders.  Sandler O'Neill's opinion was approved by Sandler O'Neill's fairness opinion committee.

In connection with rendering its opinion, Sandler O'Neill reviewed and considered, among other things:

a draft of the merger agreement, dated May 15, 2018;
certain publicly available financial statements and other historical financial information of Century Next that Sandler O'Neill deemed relevant;
certain publicly available financial statements and other historical financial information of ABC that Sandler O'Neill deemed relevant;
certain internal financial projections for Century Next for the years ending December 31, 2018 through December 31, 2020, as well as long-term earnings and balance sheet growth rates for the years thereafter, as provided by the senior management of Century Next;
certain internal financial projections for ABC for the years ending December 31, 2018 through December 31, 2020, as provided by the senior management of ABC and as adjusted to reflect consolidated performance, as confirmed with the senior management of Century Next, as well as long-term earnings and balance sheet growth rates for the years thereafter, as provided by the senior management of Century Next;
the relative contributions of assets, liabilities, equity and earnings of Century Next and ABC to the combined entity;
the pro forma financial impact of the merger on Century Next based on certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as provided by the senior management of Century Next;
 
46

the publicly reported historical price and trading activity for Century Next common stock, including a comparison of certain stock trading information for Century Next common stock and certain stock indices, as well as similar publicly available information for certain other companies, the securities of which are publicly traded;
a comparison of certain financial information for Century Next and ABC with similar financial institutions for which information was publicly available;
the financial terms of certain recent business combinations in the bank and thrift industry (on a regional and nationwide basis), to the extent publicly available;
the current market environment generally and the banking environment in particular; and
such other information, financial studies, analyses and investigations and financial, economic and market criteria as Sandler O'Neill considered relevant.
Sandler O'Neill also discussed with certain members of the senior management of Century Next the business, financial condition, results of operations and prospects of Century Next and held similar discussions with the senior management of ABC and its representatives regarding the business, financial condition, results of operations and prospects of ABC.

In performing its review, Sandler O'Neill relied upon the accuracy and completeness of all of the financial and other information that was available to Sandler O'Neill from public sources, that was provided to Sandler O'Neill by Century Next, ABC or their respective representatives, or that was otherwise reviewed by Sandler O'Neill and Sandler O'Neill assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation.  Sandler O'Neill further relied on the assurances of the respective senior managements of Century Next and ABC that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading in any material respect.  Sandler O'Neill was not asked to undertake, and did not undertake an independent verification of any of such information and Sandler O'Neill did not assume any responsibility or liability for the accuracy or completeness thereof.  Sandler O'Neill did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Century Next or ABC.  Sandler O'Neill rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of Century Next or ABC.  Sandler O'Neill did not make an independent valuation of the adequacy of the allowance for loan losses of Century Next or ABC, or the combined entity after the merger, and Sandler O'Neill did not review any individual credit files relating to Century Next or ABC.  Sandler O'Neill assumed, with Century Next's consent that the respective allowances for loan losses for both Century Next and ABC were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Sandler O'Neill used certain internal financial projections for Century Next for the years ending December 31, 2018 through December 31, 2020, as well as long-term earnings and balance sheet growth rates for the years thereafter, as provided by the senior management of Century Next.  In addition, Sandler O'Neill used certain internal financial projections for ABC for the years ending December 31, 2018 through December 31, 2020, as provided by the senior management of ABC and as adjusted to reflect consolidated performance, as confirmed with the senior management of Century Next, as well as long-term earnings and balance sheet growth rates for the years thereafter, as provided by the senior management of Century Next. Sandler O'Neill also received and used in its pro forma analyses certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as provided by the senior management of Century Next.  With respect to the foregoing information, the senior managements of Century Next and ABC confirmed to Sandler O'Neill that such information reflected the best currently available projections and estimates of the senior managements of Century Next and ABC as to the future financial performance of Century Next and ABC, respectively, and Sandler O'Neill assumed that the financial results reflected in such information would be achieved.  Sandler O'Neill expressed no opinion as to such projections or estimates, or the assumptions on which they were based.  Sandler O'Neill also assumed that there was no material change in Century Next's or ABC's assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to Sandler O'Neill.  Sandler O'Neill assumed in all respects material to its analyses that Century Next and ABC would remain as going concerns for all periods relevant to its analyses.
 
 
 
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Sandler O'Neill also assumed, with Century Next's consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements required to effect the merger, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect that would be material to Sandler O'Neill's analyses of Century Next, ABC or the merger, or any related transaction, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements.  Finally, with Century Next's consent, Sandler O'Neill  relied upon the advice that Century Next received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement.  Sandler O'Neill expressed no opinion as to any such matters.

Sandler O'Neill's opinion was necessarily based on financial, regulatory, economic, market and other conditions as in effect on, and the information made available to Sandler O'Neill as of, the date thereof.  Events occurring after the date thereof could materially affect Sandler O'Neill's opinion.  Sandler O'Neill has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof.

In rendering its opinion, Sandler O'Neill performed a variety of financial analyses.  The following is a summary of the material financial analyses presented by Sandler O'Neill to the Century Next board of directors in connection with its opinion.  The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by Sandler O'Neill to the Century Next board of directors, but summarizes the material analyses performed and presented in connection with such opinion.  The financial analyses summarized below include information presented in tabular format.  In order to fully understand the financial analyses, these tables must be read together with the accompanying text.  The tables alone do not constitute a complete description of the financial analyses.  The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances.  The process, therefore, is not necessarily susceptible to partial analysis or summary description.  Sandler O'Neill believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion.  Also, no company included in Sandler O'Neill's comparative analyses described below is identical to Century Next or ABC and no transaction is identical to the merger.  Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or merger transaction values, as the case may be, of Century Next or ABC and the companies to which they are being compared.  In arriving at its opinion, Sandler O'Neill did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor.  Sandler O'Neill did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Sandler O'Neill made its determination as to the fairness of the exchange ratio on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Sandler O'Neill made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of Sandler O'Neill, Century Next and ABC.  The analyses performed by Sandler O'Neill are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses.  Sandler O'Neill prepared its analyses solely for purposes of rendering its opinion and provided such analyses to Century Next's board of directors at its May 16, 2018 meeting. Any estimates contained in the analyses performed by Sandler O'Neill are not necessarily indicative of actual values or future results, which could be significantly more or less favorable than suggested by these analyses.  Additionally, estimates of the values of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities could actually be sold.  Accordingly, these analyses and estimates are inherently subject to substantial uncertainty.  In addition, Sandler O'Neill's opinion was among several factors taken into consideration by the Century Next board of directors in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Century Next board of directors with respect to the fairness of the merger or the exchange ratio. The type and amount of consideration payable in the merger were determined through negotiation between Century Next and ABC and the decision to enter into the merger agreement was solely that of the Century Next board of directors.
 
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Summary of Proposed Merger Consideration and Implied Transaction Metrics.  Sandler O'Neill reviewed the financial terms of the proposed merger. As set forth in the merger agreement, at the effective time, each share of ABC common stock issued and outstanding immediately prior to the effective time, except for certain shares as specified in the merger agreement, will be converted into and shall thereafter represent the right to receive 1.8052 shares of Century Next common stock. Based upon Century Next's May 15, 2018 closing common stock price of $30.00, a fixed exchange ratio equal to 1.8052, and 235,619 shares of ABC common stock outstanding, Sandler O'Neill calculated an implied transaction value per share of $54.16 and an aggregate implied transaction value of approximately $12.8 million. Sandler O'Neill calculated the following implied transaction metrics:

   
Transaction Multiple¹
 
Transaction Price / March 31, 2018 Book Value Per Share
   
119
%
Transaction Price / March 31, 2018 Tangible Book Value Per Share
   
119
%
Transaction Price / Last Twelve Months Earnings Per Share ended March 31, 2018
   
5.9
x
Transaction Price / Last Twelve Months Core Earnings Per Share ended March 31, 2018 ²
   
8.9
x
Transaction Price / Estimated 2018 Earnings Per Share³
   
7.3
x
Tangible Book Premium / Core Deposits ⁴
   
1.9
%
Tangible Book Premium / Core Deposits ⁵
   
1.7
%
_____________
(1)
Based on Century Next's closing common stock price of $30.00 on May 15, 2018.
(2)
Last twelve months core earnings adjusted for $1.2 million negative loan loss provision and $40.3 thousand DTA write-down.
(3)
2018 estimated earnings per ABC management budget provided by ABC, adjusted to reflect consolidated performance and confirmed by senior management of Century Next.
(4)
Core deposits defined as total deposits less time deposits greater than $100,000.
(5)
Core deposits defined as total deposits less time deposits greater than $250,000.

Stock Trading History.  Sandler O'Neill reviewed the historical publicly reported trading price of Century Next common stock for the three-year period ended May 15, 2018. Sandler O'Neill then compared the relationship between the movements in the prices of Century Next common stock and certain stock indices.

Century Next's Three-Year Stock Performance

   
Beginning Value
May 15, 2015
   
Ending Value May 15, 2018
 
Century Next
   
100
%
   
157.5
%
SNL U.S. Bank and Thrift Index
   
100
%
   
144.7
%
S&P 500 Index
   
100
%
   
127.7
%
NASDAQ Bank
   
100
%
   
156.9
%

Century Next Comparable Company Analysis.  Using publicly available information, Sandler O'Neill compared selected financial information for Century Next with a group of financial institutions selected by Sandler O'Neill. The Century Next peer group consisted of banks and thrifts headquartered in Alabama, Arkansas, Georgia, Louisiana, Mississippi and Tennessee with total assets between $100 million and $500 million, whose securities were publicly traded (the "Century Next Peer Group"). Targets of announced merger transactions were excluded from the Century Next Peer Group. The Century Next Peer Group included the following companies:
 
 
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Athens Bancshares Corporation
Sevier County Bancshares, Inc.
 
CCF Holding Company
Exchange Bankshares, Inc.
 
Citizens B & T Holdings, Inc.
Pinnacle Bancshares, Inc.
 
InsCorp, Inc.
United National Bank
 
Truxton Corporation
Security Bancorp, Inc.
 
Southeastern Banking Corporation
United Tennessee Bankshares, Inc.
 
Citizens Bancshares Corporation
American Bancorp, Inc.
 
Home Federal Bancorp, Inc. of Louisiana
FMB Equibanc, Inc.
 
First IC Corporation
First Community Corporation
 
Metairie Bank & Trust Company
Sumner Bank & Trust
 
Touchmark Bancshares, Inc.
CBC Holding Company
 
Paragon Financial Services, Inc.
First Alliance Bancshares, Inc.
 
FPB Financial Corp.
Heritage NOLA Bancorp, Inc.

The analysis compared publicly available financial information for Century Next with the corresponding data for the Century Next Peer Group as of or for the period ended March 31, 2018 (unless otherwise noted), with pricing data as of May 15, 2018.  The table below sets forth the data for Century Next and the median, mean, high and low data for the Century Next Peer Group:

   
Century
   
Century Next Peer Group
 
   
Next
   
Median
   
Mean
   
High
   
Low
 
Total Assets ($ in millions)
   
290
     
346
     
309
     
482
     
112
 
Loans / Deposits (%)
   
102.7
     
80.5
     
81.9
     
121.7
     
51.4
 
Non-Performing Assets ¹ / Total assets (%)
   
0.19
     
0.83
     
1.12
     
7.55
     
0.02
 
Tangible Common Equity/Tangible Assets (%)
   
10.04
     
10.38
     
10.86
     
21.55
     
5.34
 
Tier 1 Leverage Ratio
   
9.33
     
10.36
     
10.86
     
16.07
     
5.33
 
Total RBC Ratio
   
13.62
     
16.45
     
16.80
     
28.65
     
8.46
 
CRE / Total RBC Ratio (%)
   
217.0
     
163.5
     
188.5
     
606.8
     
51.3
 
2018Q1 Return on Average Assets (%)
   
1.15
     
0.99
     
1.05
     
1.60
     
0.45
 
2018Q1 Return on Average Equity (%)
   
11.52
     
9.54
     
9.36
     
13.81
     
2.05
 
2018Q1 Net Interest Margin (%)
   
4.10
     
3.73
     
3.83
     
4.61
     
3.04
 
2018Q1 Efficiency Ratio (%)
   
62.1
     
65.2
     
67.8
     
84.1
     
61.5
 
Price/Tangible Book Value (%)
   
113
     
106
     
109
     
198
     
56
 
Price/LTM Earnings Per Share (x)
   
12.5
     
14.9
     
15.6
     
35.0
     
5.4
 
Price/2018Q1 Annualized Earnings Per Share (x)
   
9.9
     
10.8
     
12.0
     
14.8
     
10.0
 
Current Dividend Yield (%)
   
0.47
     
1.92
     
2.21
     
5.09
     
0.45
 
LTM Dividend Ratio (%)
   
5.8
     
26.8
     
29.8
     
83.5
     
3.1
 
Market Value ($ in millions)
   
33
     
27
     
36
     
101
     
8
 
____________________
Note:
Regulatory, bank level data as of March 31, 2018 used if holding company data not available Financial data as of December 31, 2017 for: CCF Holding Company, Citizens Bank  & Trust Holdings, Inc., InsCorp, Inc., Southeastern Banking Corporation, Citizens Bancshares Corporation, First IC Corporation, Metairie Bank & Trust Company, Touchmark Bancshares, Inc., Paragon Financial Solutions, Inc., Sevier County Bancshares, Inc., Exchange Bankshares, Inc., United National Bank, American Bancorp, Inc., FMB Equibanc, Inc., First Community Corporation, Sumner Bank & Trust and First Alliance Bancshares, Inc.

(1)
Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases and real estate owned.
 
 
 
50

ABC Comparable Company Analysis. Using publicly available information, Sandler O'Neill compared selected financial information for ABC with a group of financial institutions selected by Sandler O'Neill ("the ABC Peer Group").  The ABC Peer Group consisted of publicly traded banks and thrifts headquartered in the Southeast region with total assets between $100 million and $250 million and an ROAA for the last twelve months greater than 0.0%. Targets of announced merger transactions were excluded from the ABC Peer Group as well as Tennessee Community Bank Holdings and Calhoun Bankshares due to their lack of publicly available trading data. The ABC Peer Group included the following companies:

 
Citizens Financial Corp.
Virginia Bank Bankshares, Inc.
 
Exchange Bankshares, Inc.
Peoples Bankshares, Inc.
 
Farmers Bank of Appomattox
First Community Corporation
 
Pinnacle Bancshares, Inc.
Sumner Bank & Trust
 
United National Bank
CBC Holding Company
 
Oak View National Bank
AB&T Financial Corporation
 
Security Bancorp, Inc.
Mountain-Valley Bancshares, Inc.
 
United Tennessee Bankshares, Inc.
First Alliance Bancshares, Inc.
 
Blueharbor Bank
Regional Bankshares, Inc.
 
Pioneer Bankshares, Inc.
 

The analysis compared publicly available financial information for ABC with the corresponding data for the ABC Peer Group as of or for the period ended March 31, 2018 (unless otherwise noted), with pricing data as of May 15, 2018.  The table below sets forth the data for ABC and the median, mean, high and low data for the ABC Peer Group:

         
ABC Peer Group
 
   
ABC
   
Median
   
Mean
   
High
   
Low
 
Total Assets ($ in millions)
   
158
     
206
     
190
     
248
     
117
 
Loans / Deposits (%)
   
73.3
     
82.3
     
82.2
     
104.1
     
52.0
 
Non-Performing Assets ¹ / Total assets (%)
   
0.69²
     
0.92
     
1.15
     
2.99
     
0.04
 
Tangible Common Equity/Tangible Assets (%)
   
6.77
     
10.62
     
10.69
     
13.29
     
7.69
 
Tier 1 Leverage Ratio
   
11.05²
     
10.81
     
11.10
     
13.44
     
7.84
 
Total RBC Ratio
   
15.21²
     
17.16
     
17.20
     
24.93
     
11.91
 
CRE / Total RBC Ratio (%)
   
108.2²
     
106.0
     
125.8
     
227.5
     
49.0
 
2018Q1 Return on Average Assets (%)
   
1.56²/1.14
3 
   
1.00
     
0.98
     
1.48
     
0.52
 
2018Q1 Return on Average Equity (%)
   
14.74²/10.48
3 
   
9.17
     
9.10
     
11.00
     
7.10
 
2018Q1 Net Interest Margin (%)