On 17 November 2016 the SEC issued a new compliance and disclosure interpretation ("C&DI") on Regulation D. The C&DI clarifies that a general solicitation in reliance on Rule 506(c) of Regulation D made within six months after a private placement in reliance on Rule 506(b) of Regulation D will not result in the integration of the two offerings (thereby causing the issuer to lose the exemption for the prior private placement), so long as the applicable requirements of the two rules are satisfied.
The SEC staff clarified that the relationship between Rule 506(c) and Rule 506(b) was analogous to Rule 152, which provides that "a securities transaction that at the time involves a private offering will not lose that status even if the issuer subsequently decides to make a public offering." Therefore, a private offering by an issuer under Rule 506(b) will not be integrated with any subsequent offering that solicits investors under Rule 506(c).
For more information, see the C&DI, available at:
https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm#256.34
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