Integration Safe Harbors
Rule 147. According to Rule 147’s integration safe harbors, a Rule 147 offering will not be integrated with another offering if:
- • The other offering concludes before the Rule 147 offering starts
- • The other offering starts after the Rule 147 offering ends and the other offering is a registered offering, Reg A offering, Reg S offering, or crowdfunding offering
- • The other offering starts more than six months after the Rule 147 offering ends
SEC Rule 147(g)
Regulation A. According to Regulation A’s integration safe harbors, a Reg A offering will not be integrated with another offering if:
- • The other offering ends before the Reg A offering starts
- • The other offering starts after the Reg A offering ends and the other offering is a registered offering, Reg S offering, or crowdfunding offering
- • The other offering starts more than six months after the Reg A offering ends
These safe harbors are the same for Tier 1 and Tier 2 offerings.
SEC Rule 251(c)
Regulation D. Regulation D’s integration safe harbor is the same for Rule 504, 506(b), and 506(c) offerings. Another offering will not be integrated with the Reg D offering if two conditions are met. First, there must be an uninterrupted period of more than six months between the Reg D offering and the other offering (e.g., six months and one day). It doesn’t matter if the other offering comes before or after the Reg D offering. Second, this period is interrupted and must start over if securities similar to those in the Reg D offering are offered or sold by the issuer.
SEC Rule 502(a)
Example An issuer plans to conduct a Rul