Davis Polk advised the underwriters in connection with an initial public offering of 8,222,500 shares of common stock of Yelp Inc. (including 1,072,500 shares in respect of the exercise of the underwriters’ option to purchase additional shares) at $15.00 per share for gross proceeds of $123.3 million. Of those shares, Yelp sold 8,172,500 shares and the selling stockholder sold 50,000 shares. Goldman, Sachs & Co. acted as the lead book-running manager; Citigroup Global Markets Inc. and Jefferies & Company, Inc. acted as joint book-running managers; and Allen & Company LLC and Oppenheimer & Co. Inc. acted as co-managers for the offering. Yelp’s common stock is traded on the New York Stock Exchange under the symbol “YELP.”

Headquartered in San Francisco, California, Yelp is the leading local guide for real word-of-mouth on everything from boutiques and mechanics to restaurants and dentists. Since its founding in July 2004, Yelp communities have taken root in major metros across the U.S., Canada, UK, Ireland, France, Germany, Austria, the Netherlands, Spain, Italy, Switzerland, Belgium and Australia.

The Davis Polk corporate team included partner Alan F. Denenberg and associates Patrick Spencer, Nicholas J. Dashman and Emily Roberts. Associates Emma Maconick and Daniel Ray provided intellectual property advice. Partner Rachel D. Kleinberg and associate Una Au provided tax advice. Counsel Marcie A. Goldstein provided FINRA advice. Associate Catherine L. Martin provided ’40 Act advice. Elizabeth J. Gordon and Nam Kim were the legal assistants for the transaction. Members of the Davis Polk team are based in the Menlo Park and New York offices.

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