United States securities and exchange commission logo
January 10, 2024
Lawrence Elbaum
Partner, Vinson & Elkins L.L.P.
Walt Disney Co.
1114 Avenue of the Americas
32nd. Floor
New York, NY 10036
Re: Walt Disney Co.
Soliciting
Materials filed pursuant to Rule 14a-12 by Blackwells Capital LLC et
al.
Filed January 3,
2024
File No. 001-38842
Dear Lawrence Elbaum:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Soliciting Materials filed pursuant to Rule 14a-12
Press Release, page 1
1. Each statement or
assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual
basis must exist for each such opinion or belief. Support for opinions
or beliefs should be
self-evident, disclosed in the proxy statement or provided to the
staff on a supplemental
basis. Please provide the support described for the following
disclosure:
that the
solicitation by Trian "...is disconnected from the needs of Disney
stakeholders";
that Trian's
solicitation in 2023 was "unnecessary";
that "...Mr.
Peltz s latest effort is driven by animus against Mr. Iger, and an ego-
Lawrence Elbaum
Walt Disney Co.
January 10, 2024
Page 2
driven urge to claim credit for a transformation already
underway";
your reference to a "disgruntled former Disney employee"; and,
that "Mr. Peltz and his coterie seem to fail that test, time
and time again" in reference
to your belief that "Individuals seeking to gain representation
on Disney s Board
must have skillsets that the Board needs as well as a
demonstrable record of creating
value for all stakeholders."
2. You must avoid issuing statements that directly or indirectly impugn
the character,
integrity or personal reputation or make charges of illegal, improper
or immoral conduct
without factual foundation. Provide us supplementally, or disclose,
the factual foundation
for your statement listed below. In this regard, note that the factual
foundation for such
assertions must be reasonable. Refer to Rule 14a-9.
Your allegation that Trian and Mr. Peltz "appear to be
grouping" with Ancora in a
tacit reference (along with the letter filed as exhibit 2) to a
failure to comply with
federal securities laws and regulations.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Daniel Duchovny at 202-551-3619.
FirstName LastNameLawrence Elbaum Sincerely,
Comapany NameWalt Disney Co.
Division of
Corporation Finance
January 10, 2024 Page 2 Office of
Mergers & Acquisitions
FirstName LastName