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
                                                            Form S-1
                                                            FIled August 24,
                                                            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

              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

       You may contact SiSi Cheng, Staff Accountant at (202) 551-5004 or Anne
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

FirstName LastNameJohn McGrath                             Sincerely,
Comapany NamePactiv Evergreen Inc.
                                                           Division of
Corporation Finance
September 4, 2020 Page 2                                   Office of
FirstName LastName