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United States securities and exchange commission logo
May 8, 2024
Michael King
Chief Executive Officer
Pactiv Evergreen Inc.
1900 W. Field Court
Lake Forest, Illinois 60045
Re: Pactiv Evergreen
Inc.
Registration
Statement on Form S-3
Filed on May 3,
2024
File No. 333-279086
Dear Michael King:
This is to advise you that we have not reviewed and will not
review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
Please contact Sarah
Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Byron Rooney