United States securities and exchange commission logo





                               February 13, 2023

       Erik Chalut
       General Counsel
       Weber Inc.
       1415 Roselle Road
       Palatine, IL 60067

                                                        Re: Weber Inc.
                                                            Schedule 13E-3/A
filed January 30, 2023
                                                            Schedule 13E-3
filed January 17, 2023
                                                            Filed by BDT
Capital Partners, LLC
                                                            SEC File No.
5-92785

       Dear Erik Chalut:

              We have reviewed your filings 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.
       All defined terms have the same meaning as in the information statement
accompanying these
       filings.

       Schedule 13E-3/A filed January 30, 2023

       Additional Information about the Projections, page 56

   1.                                                   Summarize the material
assumptions and limitations underlying the projections, including
                                                        the specific business
strategies and plans referenced at the bottom of page 56.
       Position of the BDT Entities in Connection with the Merger, page 58

   2.                                                   To the extent that the
BDT Entities seek to rely on the CenterView analyses and
                                                        presentations to
support their finding of fairness to unaffiliated shareholders, please revise
                                                        to specifically adopt
those analyses and conclusions, or expand to describe how the BDT
                                                        Entities themselves
considered them.
 Erik Chalut
Weber Inc.
February 13, 2023
Page 2
Purposes and Reasons of the BDT Entities in Connection with the Merger, page 62

3.       Specifically address the BDT Entities' reasons for the timing of this
transaction, given that
         the factors listed in support of it have existed for some time. In
addition, describe the
         reasons for the structure of the transaction. See Item 1013(c) of
Regulation M-A and Item
         7 of Schedule 13E-3.
        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 Christina Chalk at (202) 551-3263.



FirstName LastNameErik Chalut                                  Sincerely,
Comapany NameWeber Inc.
                                                               Division of
Corporation Finance
February 13, 2023 Page 2                                       Office of
Mergers & Acquisitions
FirstName LastName