Addresses when, for purposes of determining § 5 registration requirements, a particular offering will be deemed to be part of ("integrated with") a larger offering

SEC's five factor test:

• Part of a single plan of financing
• Involve issuance of the same class of securities
• Sales made at or about the same time
• Same type of consideration is being received
• Sales are made for the same general purpose

Rule 502(a)

• Defines integration for purposes of Regulation D

Interpretive release 33-4552 1962

• Developed five factor test

Rule 152

• Definition of transactions by an issuer not involving any public offering
• Bona fide private transaction won't be integrated with a subsequent public offering

Rule 155

• Integration of abandoned offerings
• Safe harbor for

• (i) public offering immediately following
  abandoned private offering, and
• (ii) private offering within 30 days of
  abandoned public offering

• Final release 33-7943 2001
• Proposal release -- SEC's "Aircraft carrier" release

Black Box Inc. No-action letter  1990

• No integration where private transaction completed before commencement of public offering
• Completedinterpreted broadly in context of distressed company's recapitalization

Squadron, Ellenoff No-action letter  1992

• Narrows application of Black Box

Rule 477

• Withdrawal of registration statement
• Deemed immediately effective unless SEC objects

Filing fees

• SEC fee credit for abandoned filings

Articles

• Metaphysics of Integration  2006