The United States Securities and Exchange Commission (SEC) has reviewed the preliminary proxy statement filed by Blackwells Capital LLC regarding Walt Disney Co, as well as subsequent soliciting materials. The SEC's correspondence, dated January 29, 2024, addressed to Patrick Gadson of Vinson & Elkins LLP, outlines several comments and requests for clarification or revision on the filings made on January 19 and January 22, 2024. The SEC's comments focus on the background of the solicitation, the election of directors, voting and proxy procedures, and the form of proxy card. The SEC has asked for clarification on the number of times Blackwells Capital engaged with Disney, the voting process for the election of directors, how Blackwells will vote unmarked cards, the treatment of broker non-votes, and the basis for claims made in the soliciting materials, including the assertion that real estate represents up to 50% of Disney's market value. The SEC has requested a response to these comments, with the reminder that the filers are responsible for the accuracy and adequacy of their disclosures.

The United States Securities and Exchange Commission (SEC) has reviewed the preliminary proxy statement filed by Blackwells Capital LLC regarding Walt Disney Co, as well as subsequent soliciting materials. The SEC's correspondence, dated January 29, 2024, addressed to Patrick Gadson of Vinson & Elkins LLP, outlines several comments and requests for clarification or revision on the filings made on January 19 and January 22, 2024. The SEC's comments focus on the background of the solicitation, the election of directors, voting and proxy procedures, and the form of proxy card. The SEC has asked for clarification on the number of times Blackwells Capital engaged with Disney, the voting process for the election of directors, how Blackwells will vote unmarked cards, the treatment of broker non-votes, and the basis for claims made in the soliciting materials, including the assertion that real estate represents up to 50% of Disney's market value. The SEC has requested a response to these comments, with the reminder that the filers are responsible for the accuracy and adequacy of their disclosures.