EXPLANATORY NOTE
This Amendment No. 2 to the Offering Statement on Form 1-A filed by Century Next Financial Corporation on July 19, 2018, as amended on August 29, 2018 (the "Offering Statement"), is being filed solely to amend Item 5 of Part I of the Offering Statement to include additional jurisdictions in which securities are to be offered. No changes have been made to Part II of the Offering Statement. Accordingly, Part II has been omitted.
Part III – Exhibits
Item 16. Index to Exhibits
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No.
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Description
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Location
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(1
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(1
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(1
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(1
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(1
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(1
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(2
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(2
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7.0 |
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Agreement and Plan of Merger dated as of May 16, 2018, by and between Century Next Financial Corporation and Ashley Bancstock |
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Company. (Included as Annex A to the joint proxy statement/offering circular in Part II of this Form 1-A.) |
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* |
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10.0
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Power or Attorney (Included on Signature Page of the Form 1-A previously filed on July 19, 2018)
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*
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11.1
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Consent of Silver, Freedman, Taff & Tiernan LLP (Included in Exhibit 12.0)
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*
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11.2
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Consent of Heard McElroy & Vestal, LLC
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*
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11.3
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Consent of Erwin & Company
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*
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11.4 |
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Consent of Sandler O'Neill & Partnrs, L.P. |
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* |
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11.5 |
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Consent of Southard Financial, LLC |
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* |
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12.0
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Opinion of Silver, Freedman, Taff & Tiernan LLP re: legality
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*
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15.1
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Consents of Herbert R. Hutchison, C. Maxwell Pope and Michael F. Webb to be named as prospective directors of Century Next Financial
Corporation
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* |
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15.2 |
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Form of proxy card of Century Next Financial Corporation |
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* |
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15.3 |
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Form of proxy card of Ashley Bancstock Company |
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* |
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_____________________
* Previously filed.
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Incorporated by reference from the exhibits included in Century Next Financial Corporation's registration statement on Form S-1, filed June 17, 2010, as amended (SEC File No. 333-167589).
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Incorporated by reference from Century Next Financial Corporation's Definitive Schedule 14A filed with the SEC on April 12, 2011 (SEC File No. 000-54133).
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SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ruston, State of Louisiana, on August 31, 2018.
CENTURY NEXT FINANCIAL CORPORATION
By: /s/William D. Hogan
William D. Hogan
President and Chief Executive Officer
This offering statement has been signed by the following persons in the capacities and on the dates indicated.
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Name
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Title
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Date
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/s/Dr. Daniel D. Reneau*
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Chairman of the Board
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August 31, 2018
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Dr. Daniel D. Reneau
/s/William D. Hogan
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President and Chief Executive Officer (principal executive officer)
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William D. Hogan
/s/Mark A. Taylor
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Senior Vice President and Chief Financial Officer (principal
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August 31, 2018
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Mark A. Taylor, CPA
/s/J. Brandon Ewing*
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financial and accounting officer)
Director
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August 31, 2018
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J. Brandon Ewing
/s/Michael S. Coyle, Esq.
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Director
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August 31, 2018
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Michael S. Coyle, Esq.
/s/Scott R. Thompson
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Director
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Scott R. Thompson
/s/Dan E. O'Neal, III
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Director
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August 31, 2018
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Dan E. O'Neal, III
/s/Neal Walpole
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Director
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August 31, 2018
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Neal Walpole
/s/Bartlett H. Dugdale
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Director
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August 31, 2018
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Bartlett H. Dugdale
/s/Jeffrey P. McGehee
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Director
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August 31, 2018
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| Jeffrey P. McGehee |
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* By William D. Hogan, Attorney-in-fact.