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United States securities and exchange commission logo
July 23, 2020
John McGrath
Chief Executive Officer
Reynolds Group Holdings Ltd
1900 W. Field Court
Lake Forest, Illinois 60045
Re: Reynolds Group
Holdings Ltd
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted on July
10, 2020
CIK No. 0001527508
Dear Mr. McGrath:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Executive Retention and Transaction Bonus Agreements, page 146
1. Please revise to
disclose the amounts paid or to be paid to your officers under the retention
and transaction bonus
agreements.
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.
John McGrath
Reynolds Group Holdings Ltd
July 23, 2020
Page 2
FirstName LastNameJohn McGrath Sincerely,
Comapany NameReynolds Group Holdings Ltd
Division of Corporation Finance
July 23, 2020 Page 2 Office of Manufacturing
FirstName LastName