View:
United States securities and exchange commission logo
September 14, 2020
John McGrath
Chief Executive Officer
Pactiv Evergreen Inc.
1900 W. Field Court
Lake Forest, Illinois 60045
Re: Pactiv Evergreen
Inc.
Amendment No. 1 to
Registration Statement on Form S-1
FIled September 8,
2020
File No. 333-248250
Dear Mr. McGrath:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
September 4, 2020 letter.
Form S-1 filed September 8, 2020
Legal Opinion, Exhibit 5.1, page i
1. We note that the legal
opinion currently opines on up to 41,026,000,000 shares of
common stock including
up to 6,153,900 shares of common stock to cover the
underwriters option
to purchase additional shares of common stock. Please have legal
counsel revise the
legal opinion to cover all the securities being offered. See the
Calculation of
Registration Fee table.
You may contact SiSi Cheng, Staff Accountant at (202) 551-5004 or
Anne McConnell,
Staff Accountant at (202) 5551-3709 if you have questions regarding
comments on the financial
statements and related matters. Please contact Sherry Haywood, Staff
Attorney at (202) 551-
John McGrath
Pactiv Evergreen Inc.
September 14, 2020
Page 2
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 14, 2020 Page 2 Office of
Manufacturing
FirstName LastName