0000950103-24-006356.txt : 20240506 0000950103-24-006356.hdr.sgml : 20240506 20240506060841 ACCESSION NUMBER: 0000950103-24-006356 CONFORMED SUBMISSION TYPE: DEL AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240506 DATE AS OF CHANGE: 20240506 EFFECTIVENESS DATE: 20240506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pactiv Evergreen Inc. CENTRAL INDEX KEY: 0001527508 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, FOIL & COATED PAPER BAGS [2673] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 880927268 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEL AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-279086 FILM NUMBER: 24915416 BUSINESS ADDRESS: STREET 1: 1900 W. FIELD COURT CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: (847) 482-7642 MAIL ADDRESS: STREET 1: 1900 W. FIELD COURT CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER COMPANY: FORMER CONFORMED NAME: Reynolds Group Holdings Ltd DATE OF NAME CHANGE: 20110805 DEL AM 1 dp210893_delam.htm FORM DEL AM

Pactiv Evergreen Inc.

1900 W. Field Court

Lake Forest, Illinois 60045

Telephone: 847-482-2000

May 6, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Pactiv Evergreen Inc. Registration Statement on Form S-3 (File No. 333-279086)

Ladies and Gentlemen:

We are filing this letter in order to provide the staff of the Division of Corporation Finance sufficient time to perform its customary screening and review of registration statements prior to their effectiveness.

Pursuant to Rule 473(c) of the Securities Act of 1933 (the “Act”), the following delaying amendment, prescribed by Rule 473(a) of the Act, is hereby incorporated into the facing page of the Registration Statement on Form S-3 (File No. 333-279086) filed by Pactiv Evergreen Inc. on May 2, 2024:

“The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.”

If you have any questions or comments in connection with this delaying amendment, please contact Byron B. Rooney (212-450-4658) of Davis Polk & Wardwell LLP.


	Sincerely,

	/s/ Tyler Rosenbaum
	Tyler Rosenbaum Chief Counsel, Securities & Transactions & Assistant Corporate Secretary Pactiv Evergreen Inc.

cc:	Byron B. Rooney, Davis Polk & Wardwell LLP