SEC Comment Letter 0000000000-23-013797 to Walt Disney Co (DIS) (CIK 0001744489) (DIS)
Walt Disney Co (DIS) (CIK 0001744489)
Date: Dec. 18, 2023 · CIK: 0001744489 · Accession: 0000000000-23-013797
AI Filing Summary & Sentiment
File numbers found in text: 001-38842
Letter
United States securities and exchange commission logo December 18, 2023 Sean Brownridge Associate, Schulte Roth & Zabel LLP Walt Disney Co. 919 Third Avenue New York, NY 10022 Re:Walt Disney Co. Soliciting Materials filed pursuant to Rule 14a-12 by Trian Fund Management, L.P. et al. Filed December 14, 2023 File No. 001-38842 Dear Sean Brownridge: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, 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 "...Disney has woefully underperformed its peers and its potential"; •that "[m]argins in both Disney’s Direct-to-Consumer business and its consolidated media operations significantly lag peers"; and, •that "[t]he Board, we believe, lacks objectivity as well as focus, alignment, and accountability."
FirstName LastNameSean Brownridge Comapany NameWalt Disney Co. December 18, 2023 Page 2 FirstName LastName Sean Brownridge Walt Disney Co. December 18, 2023 Page 2 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. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
Show Raw Text
United States securities and exchange commission logo
December 18, 2023
Sean Brownridge
Associate, Schulte Roth & Zabel LLP
Walt Disney Co.
919 Third Avenue
New York, NY 10022
Re:Walt Disney Co.
Soliciting Materials filed pursuant to Rule 14a-12 by Trian Fund Management,
L.P. et al.
Filed December 14, 2023
File No. 001-38842
Dear Sean Brownridge:
We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
After reviewing your response to this comment, 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 "...Disney has woefully underperformed its peers and its potential";
•that "[m]argins in both Disney’s Direct-to-Consumer business and its consolidated
media operations significantly lag peers"; and,
•that "[t]he Board, we believe, lacks objectivity as well as focus, alignment, and
accountability."
FirstName LastNameSean Brownridge
Comapany NameWalt Disney Co.
December 18, 2023 Page 2
FirstName LastName
Sean Brownridge
Walt Disney Co.
December 18, 2023
Page 2
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.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions