Davis Polk advised the underwriters in connection with a $132.2 million offering of common stock of Rally Software Development Corp. at $24.75 per share, consisting of 250,000 shares of common stock offered by the company and 5,089,455 shares of common stock offered by the selling stockholders (including 729,058 shares in respect of the exercise in full of the underwriters’ option to purchase additional shares). The offering resulted in gross proceeds of $6.2 million to the company and $126.0 million to the selling stockholders. Deutsche Bank Securities Inc. and Piper Jaffray & Co. acted as lead book-running managers and Needham & Company, LLC, JMP Securities LLC, William Blair & Company, L.L.C. and Wunderlich Securities, Inc. acted as co-managers. Rally Software’s common stock is traded on the New York Stock Exchange under the symbol “RALY.”

Based in Boulder, Colorado, Rally Software is a leading provider of cloud-based solutions for managing Agile software development.

The Davis Polk corporate team included partner Alan F. Denenberg and associates Aaron Justin Epstein and Jeffrey C. Lau. The tax team included partner Rachel D. Kleinberg and associate Yuliya Epifantseva. The intellectual property team included associates David R. Bauer and Nicholas D. DiChiara. Counsel Marcie A. Goldstein provided FINRA advice. Kimberly Kakade, Nam Kim and Cassandra Aguirre were the legal assistants for the transaction. Members of the Davis Polk team are based in the Menlo Park and New York offices.

Cooley LLP advised Rally Software.

www.davispolk.com