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    C. Patrick Gadson pgadson@velaw.com

    Tel +1.212.237.0198

March 26, 2024

VIA ELECTRONIC MAIL AND EDGAR

Daniel Duchovny

Special Counsel

Office of Mergers & Acquisitions

Division of Corporation Finance

United States Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

    Re:
    The Walt Disney Company

    Definitive Additional Soliciting Materials filed by Blackwells Capital LLC et al.

    Filed March 21, 2024

    File No. 001-38842

Dear Mr. Duchovny:

Set forth below is a response
on behalf of Blackwells Capital LLC (“Blackwells”), Blackwells Onshore I LLC, Jason Aintabi, Craig Hatkoff,
Jessica Schell and Leah Solivan (collectively with Blackwells, the “Blackwells Filers”) to the comments received
from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) by letter, dated March 22, 2024, with respect to the Blackwells Filers’ definitive
additional soliciting materials (the “Definitive Additional Soliciting Materials”) filed on Form DFAN14A, File
No. 001-38842, filed with the Commission on March 21, 2024 in relation to The Walt Disney Company (the “Company”
or “Disney”).

For your convenience, the
response is prefaced by the exact text of the Staff’s comment in bold, italicized text.

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    Securities and Exchange
    Commission  March 26, 2024  Page 2

Definitive Additional
Soliciting Materials

Exhibit 1

We note that footnote
2 to the graphic included in this exhibit states that Blackwells selected the peers upon which your assertions about Disney’s R&D
spending are based. Please confirm that in future solicitations you will make this clarification also in the text following the graphic
where you refer to the companies in the graphic as Disney’s “main competitors.”

RESPONSE: Blackwells
undertakes in future soliciting materials to clarify that peer group comparisons are based on peers that have been selected by Blackwells
and to include this disclosure wherever is appropriate.

Exhibit 2

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 each of the assertions regarding Mr. Peltz in exhibits 2 and 3.

RESPONSE:

Blackwells acknowledges
the Staff’s comment and respectfully advises the Staff that it made the assertions in Exhibits 2 and 3 based on the following support.
Each assertion has been reproduced in italicized text and is followed by the support upon which it is based:

 ● Mr. Peltz’s dismal returns speak for themselves.

 o Blackwells respectfully advises the Staff that this statement is based on its review of various sources
and analysis. As reported by Fortune, across 22 total instances for which Mr. Peltz or a Trian representative sat on a board of
directors of a public company, 15 of those companies Mr. Peltz or such a representative thereof underperformed the S&P 500 index during
Trian’s tenure.1 Notable cases of
underperformance during Mr. Peltz’s board tenures include The Wendy’s Company, Mondelez International, Inc., Sysco,
Janus Henderson Group plc, Legg Mason Partners Variable Income Trust, and Madison Square Garden Sports Corp.2
The measurement of each of total shareholder return, and its component stock price performance (when measured in isolation) demonstrates
this underperformance. One article on Mr. Peltz’s track record of underperformance stated that based solely on total shareholder
return, “having Peltz on your board seems to be more value-destructive than value-additive.”3

    1
    See, “Nelson Peltz is America’s most overrated activist investor” (March 2024), publicly available at https://fortune.com/2024/03/20/nelson-peltz-america-most-overrated-activist-investor-trian-performance-disney-unilever/.

    2
    See, “Demistifying Nelson Peltz’s Track Record of Underperformance” (January 2023), publicly available at https://yale.app.box.com/s/rmfa6of2q4mc578v5s8nvntz3x60x2im at

    3
    See, “The wizard vs. the illusionist” (November 2023), publicly available at https://fortune.com/2023/11/07/wizard-illusionist-bob-iger-challenge-disney-employees-activist-investor-nelson-peltz-personal-vendetta-iconic-ceo-sonnenfeld-tian/.

    Securities and Exchange
    Commission  March 26, 2024  Page 3

 ● And Mr. Peltz’s involvement on company boards distracts company CEOs too. When Mr. Peltz joined
the board of Mondelez Intl, its CEO had to create a new executive role to handle administrative
duties while she herself spent time dealing with Mr. Peltz.

 o Blackwells respectfully advises the Staff that this statement is based on a publicized news report that
Mr. Peltz is a distraction to the boards on which he serves. A recent New York Times profile of Mr. Peltz stated that, “Many also
said that the care and feeding of Mr. Peltz was time-consuming. After Mr. Peltz joined the board of the snack food maker Mondelez International,
then chief executive Irene Rosenfeld created a new executive position to handle some administrative duties while she dealt with Mr. Peltz
and other activist shareholders. … No one The Times interviewed could recall Mr. Peltz’s arriving on a board with bold ideas
that no one else at the company had ever thought of.”4

 ● Even when Mr. Peltz’s investments have been successful, those companies succeed in spite of his
guidance —not because of it. Pepsi ignored Mr. Peltz, refusing to part ways with Frito Lay, divest North American and International
beverages, or marry Pepsi with Peltz’s losing investment in Mondelez.

 o Blackwells respectfully advises the Staff that this statement is based on a report that some of Trian’s
most successful investments were in companies at which the respective board of directors ignored Mr. Peltz’s recommendations.5
Even in situations for which Mr. Peltz profited from his activist investment, many of the CEOs of those companies were reported to have
largely done the opposite of what Mr. Peltz advocated.6
It was reported that Mr. Peltz’s advice to spin off Frito-Lay and merge it with Mondelez International was “fortunately”
ignored.7

 ● At Procter & Gamble, executives ignored Mr. Peltz’s calls to move its Cincinnati headquarters
or decentralize M&A to the business units. These companies succeeded because they ignored Mr. Peltz.

 o Blackwells respectfully advises the Staff that it made this assertion based on a report published by Professor
Jeffrey Sonnenfeld, in which Mr. Sonnenfeld stated that the two substantial business decisions Mr. Peltz attempted to persuade company
leaders at Procter & Gamble to take were “just for disruption,” and that such ideas were rejected by company leadership.8

*   *   *   *   *

    4
    See, “The Billionaire Taking on Disney Just Wants Some Respect” (March 2024), publicly available at https://www.nytimes.com/2024/03/16/business/media/peltz-disney-proxy.html.

    5
    See, “Nelson Peltz is America’s most overrated activist investor.”

    6
    Id.

    7
    See, “The wizard vs the illusionist.”

    8
    See, “Demistifying Nelson Peltz’s Track Record of Underperformance” at 32.

    Securities and Exchange
    Commission  March 26, 2024  Page 4

Please contact me directly at
(212) 237-0198 with any questions that you have with respect to the foregoing or if any additional supplemental information is required
by the Staff.

    Very truly yours,

    /s/ C. Patrick Gadson

    C. Patrick Gadson

    cc:
    Jason Aintabi, Blackwells Capital LLC

    Lawrence S. Elbaum, Vinson & Elkins L.L.P.