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United States securities and exchange commission logo
September 4, 2020
John McGrath
Chief Executive Officer
Pactiv Evergreen Inc.
1900 W. Field Court
Lake Forest, Illinois 60045
Re: Pactiv Evergreen
Inc.
Form S-1
FIled August 24,
2020
File No. 333-248250
Dear Mr. McGrath:
We have reviewed your registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed August 24, 2020
Unaudited Pro Forma Consolidated Financial Data
Unaudited Pro Forma Consolidated Balance Sheet, page 79
1. Refer to adjustment
(g). We note that, as part of the Corporate Reorganization, you will
forgive the $330
million outstanding balance of the non-current related party receivable.
We also note that you
have eliminated the non-current related party receivable from the
pro forma balance sheet
with a corresponding reduction in retained earnings. Since it
appears the forgiveness
essentially represents a dividend to your parent, we believe this
adjustment should be
reflected in the pro forma balance sheet sub-total currently labeled
"Pro Forma Group after
GPC Separation" in order to allow potential IPO investors to
more clearly see and
identify the impact of the change in your historical capitalization that
will occur as of or
prior to your IPO.
John McGrath
Pactiv Evergreen Inc.
September 4, 2020
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact SiSi Cheng, Staff Accountant at (202) 551-5004 or Anne
McConnell,
Staff Accountant at (202) 551-3709 if you have questions regarding comments on
the financial
statements and related matters. Please contact Sherry Haywood, Staff Attorney
at (202) 551-
3345 or Asia Timmons-Pierce, Special Counsel at (202) 551-3754 with any other
questions.
FirstName LastNameJohn McGrath Sincerely,
Comapany NamePactiv Evergreen Inc.
Division of
Corporation Finance
September 4, 2020 Page 2 Office of
Manufacturing
FirstName LastName