SEC Comment Letter 0000000000-24-002486 to Walt Disney Co (DIS) (CIK 0001744489) (DIS)
Walt Disney Co (DIS) (CIK 0001744489)
Date: March 6, 2024 · CIK: 0001744489 · Accession: 0000000000-24-002486
AI Filing Summary & Sentiment
File numbers found in text: 001-38842
Letter
United States securities and exchange commission logo March 6, 2024 Sean Brownridge Partner, Schulte Roth & Zabel LLP Walt Disney Co. 919 Third Avenue New York, NY 10022 Re:Walt Disney Co. Soliciting statements by Mr. Rasulo File No. 001-38842 Dear Sean Brownridge: We have reviewed your soliciting statements and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your statements. 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 statements by Mr. Rasulo General 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. With a view toward revised disclosure, provide support for your statements below from Mr. Rasulo’s interview on CNBC on February 27, 2024:
•that Disney is “the second-worst company in the S&P on say on pay.” •that the Board is “responsible for reviewing capital deployment, they are responsible for reviewing communications to shareholders, they’re responsible for paying consistent with performance. None of these things happen at Disney.” •that Disney’s growth and profitability in the media business was “doing miserably” and that the “media segment is doing twice or three times as bad” as its competitors.
FirstName LastNameSean Brownridge Comapany NameWalt Disney Co. March 6, 2024 Page 2 FirstName LastName Sean Brownridge Walt Disney Co. March 6, 2024 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
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United States securities and exchange commission logo
March 6, 2024
Sean Brownridge
Partner, Schulte Roth & Zabel LLP
Walt Disney Co.
919 Third Avenue
New York, NY 10022
Re:Walt Disney Co.
Soliciting statements by Mr. Rasulo
File No. 001-38842
Dear Sean Brownridge:
We have reviewed your soliciting statements and have the following comment. In our
comment, we may ask you to provide us with information so we may better understand your
statements.
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 statements by Mr. Rasulo
General
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. With a view toward revised disclosure, provide support for your
statements below from Mr. Rasulo’s interview on CNBC on February 27, 2024:
•that Disney is “the second-worst company in the S&P on say on pay.”
•that the Board is “responsible for reviewing capital deployment, they are responsible
for reviewing communications to shareholders, they’re responsible for paying
consistent with performance. None of these things happen at Disney.”
•that Disney’s growth and profitability in the media business was “doing miserably”
and that the “media segment is doing twice or three times as bad” as its competitors.
FirstName LastNameSean Brownridge
Comapany NameWalt Disney Co.
March 6, 2024 Page 2
FirstName LastName
Sean Brownridge
Walt Disney Co.
March 6, 2024
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