S-1/A

As filed with the Securities and Exchange Commission on September 14, 2020

Registration No. 333-248250

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PACTIV EVERGREEN INC.*

(Exact Name of Registrant as Specified in Its Charter)

Delaware	2673	98-1538656
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1900 W. Field Court

Lake Forest, Illinois 60045

Telephone: (800) 879-5067

Facsimile: (847) 482-7742     

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Copies to:

Byron B. Rooney, Esq.
Michael Kaplan, Esq. Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000 Joseph D. Zavaglia, Esq. Craig F. Arcella, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐                 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐                 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐                 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(1)(2)	Amount of registration fee(3)
Common stock, par value $0.001 per share	47,179,900	$21.00	990,777,900	$128,603

(1) Includes 6,153,900 shares which the underwriters have the right to purchase to cover over-allotments.

(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933.

(3) Previously paid.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

* The registrant is currently Reynolds Group Holdings Limited, a company incorporated pursuant to the laws of New Zealand. Prior to the closing of this offering, Reynolds Group Holdings Limited will convert into a corporation incorporated in the state of Delaware with the name Pactiv Evergreen Inc.

EXPLANATORY NOTE

Pactiv Evergreen Inc. is filing this Amendment No. 2 to its registration statement on Form S-1 (File No. 333-248250) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules

(a) The Exhibit Index is incorporated herein by reference.

Exhibit Number			Description
	1.1	*	Form of Underwriting Agreement
	3.1	*	Amended and Restated Certificate of Incorporation
	3.2	*	Amended and Restated By-Laws
	5.1		Opinion of Davis Polk & Wardwell LLP
	10.1	†*	Form of Director and Officer Indemnification Agreement
	10.2	*	Master Supply Agreement, dated November 1, 2019 between Reynolds Consumer Products LLC, as Seller, and Pactiv LLC, as Buyer
	10.3	*	Master Supply Agreement, dated November 1, 2019 between Pactiv LLC, as Seller, and Reynolds Consumer Products LLC, as Buyer
	10.4	*	Warehousing and Freight Services Agreement, dated November 1, 2019 between Pactiv LLC and Reynolds Consumer Products LLC
	10.5	*	Transition Services Agreement, dated November 1, 2019 between Pactiv LLC and Reynolds Consumer Products LLC
	10.6	*	Form of Transition Services Agreement between Rank Group Limited and Pactiv Evergreen Inc.
	10.7	*	Amended and Restated Lease Agreement, dated January  1, 2020, between Pactiv LLC, as Landlord, and Reynolds Consumer Products LLC, as Tenant
	10.8	†*	Amended and Restated Employment Agreement of John McGrath, dated July 8, 2019
	10.9	†*	Retention Agreements of John McGrath, dated July 3, 2019
	10.10	†*	Pactiv Transaction Success Bonus Letter for John McGrath, dated July 3, 2019, as amended on June 1, 2020
	10.11	†*	Modified Severance Agreement Memo for John McGrath, dated July 16, 2019
	10.12	†*	House Lease Memo for John McGrath, dated July 16, 2019
	10.13	†*	Employment Agreement of Michael Ragen, dated July 8, 2019
	10.14	†*	Retention Agreement of Michael Ragen, dated July 17, 2019
	10.15	†*	Pactiv Transaction Success Bonus Letter for Michael Ragen, dated July 3, 2019, as amended on June 1, 2020
	10.16	†*	Restricted Stock Memo for Michael Ragen, dated July 8, 2019
	10.17	†*	Employment Agreement of John Rooney, dated February 20, 2017
	10.18	†*	Amendment to Employment Agreement of John Rooney, dated July 11, 2019
	10.19	†*	Retention Agreements of John Rooney, dated July 8, 2019
	10.20	†*	Pactiv Transaction Success Bonus Letter for John Rooney, dated July 8, 2019, as amended on June 1, 2020
	10.21	†*	Restricted Stock Memo for John Rooney, dated July 8, 2019
	10.22	†*	Amended and Restated Employment Agreement of Lance Mitchell, dated July 8, 2019
	10.23	†*	Retention Agreement of Lance Mitchell, dated July 8, 2019

II-1

Exhibit Number			Description
	10.24	†*	Reynolds Transaction Success Bonus Letter for Lance Mitchell, dated July 8, 2019
	10.25	†*	Restricted Stock Memo for Lance Mitchell, dated July 8, 2019
	10.26	*	Form of Registration Rights Agreement between Packaging Finance Limited and Pactiv Evergreen Inc.
	10.27	*	Form of Stockholders Agreement between Packaging Finance Limited and Pactiv Evergreen Inc.
	10.28	*	Form of Tax Matters Agreement
	10.29	*	Transition Services Agreement dated August 4, 2020 between Reynolds Group Holdings Inc. and Graham Packaging Company Inc.
	10.30	*	IT License Usage Agreement dated August 4, 2020 between Rank Group Limited, Graham Packaging Company Inc. and Reynolds Group Holdings Limited
	10.31	†*	Reynolds Transaction Success Bonus Letter for Michael Ragen, dated July 3, 2019
	10.32	†*	Restricted Stock Memo for John McGrath, dated August 28, 2020
	10.33	†*	Reynolds Services Inc. Nonqualified Deferred Compensation Plan, amended and restated as of February 3, 2020
	10.34	†*	Evergreen Packaging Group Nonqualified Deferred Compensation Plan, amended and restated as of January 1, 2017
	21.1	*	List of subsidiaries
	23.1	*	Consent of PricewaterhouseCoopers LLP
	23.2		Consent of Davis Polk  & Wardwell LLP (included in Exhibit 5.1)
	24.1	*	Power of Attorney (included on signature page to the registration statement)
	99.1	*	Consent of LeighAnne Baker to be named as a director nominee
	99.2	*	Consent of Michael King to be named as a director nominee
	99.3	*	Consent of Rolf Stangl to be named as a director nominee
	99.4	*	Consent of Jonathan Rich to be named as a director nominee
	99.5	*	Consent of Felicia Thornton to be named as a director nominee

† Consists of a management contract or compensatory plan or arrangement.

* Previously filed.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Delaware, on the 14th day of September, 2020.

PACTIV EVERGREEN INC.
By:	/s/ John McGrath
	Name:	John McGrath
	Title:	Principal Executive Officer and Director

II-3

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ John McGrath John McGrath	Principal Executive Officer and Director	September 14, 2020
* Michael Ragen	Principal Financial Officer and Principal Accounting Officer	September 14, 2020
* Allen Hugli	Director	September 14, 2020

*By:	/s/ John McGrath
	John McGrath
	Attorney-in-Fact

II-4

EX-5.1

Exhibit 5.1

		New York Northern California Washington DC São Paulo London	Paris Madrid Tokyo Beijing Hong Kong
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017	212 450 4000 tel 212 701 5800 fax

September 14, 2020

Reynolds Group Holdings Limited (to be renamed Pactiv Evergreen Inc.)

1900 W. Field Court

Lake Forest, IL 60045

Ladies and Gentlemen:

Reynolds Group Holdings Limited, a New Zealand limited company to be converted into a corporation incorporated in the state of Delaware with the name Pactiv Evergreen Inc. (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1 (the “Registration Statement”) and the related prospectus (the “Prospectus”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), of up to 47,179,900 shares of its common stock, par value $0.001 per share (the “Securities”), including up to 6,153,900 shares of common stock to cover the underwriters’ option to purchase additional shares of common stock, if any, as described in the Registration Statement.

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, we advise you that, in our opinion, upon: (i) the Company’s conversion into a Delaware corporation, (ii) the filing of the Amended and Restated Certificate of Incorporation (in the form filed as Exhibit 3.1 to the Registration Statement) with the Secretary for the State of Delaware and the effectiveness thereof under Delaware law, (iii) the adoption of the Amended and Restated Bylaws of the Company (in the form filed as Exhibit 3.2 to the Registration Statement), and (iv) the price at which the Securities are to be sold has been approved by or on behalf of the Board of Directors of the Company and when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement referred to in the Prospectus, the Securities will be validly issued, fully paid and non-assessable.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

CORRESP

		New York Northern California Washington DC São Paulo London	Paris Madrid Tokyo Beijing Hong Kong
Byron B. Rooney
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017	212 450 4658 tel 212 701 5800 fax byron.rooney@davis.polk.com

September 14, 2020

Re: Pactiv Evergreen Inc.

Amendment No. 2 to the Registration Statement on Form S-1 Filed September 14, 2020

CIK No. 0001527508

Ms. Sherry Haywood

Office of Manufacturing and Construction

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-3628

Dear Ms. Haywood,

On behalf of our client, Pactiv Evergreen Inc. (the “Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) contained in the Staff’s letter dated September 14, 2020 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is filing Amendment No. 2 of the Registration Statement (“Amendment No. 2”) together with this response letter.

Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to the Staff’s comments as well as a summary of the responsive actions taken.

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.

		New York Northern California Washington DC São Paulo London	Paris Madrid Tokyo Beijing Hong Kong
Byron B. Rooney
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017	212 450 4658 tel 212 701 5800 fax byron.rooney@davis.polk.com

Response: The Company respectfully acknowledges the Staff’s comment, and, in response to the Staff’s comment, legal counsel has revised its legal opinion to cover all the securities being offered.

*  *  *

Please do not hesitate to contact me at (212) 450-4658, (212) 701-5658 (fax) or byron.rooney@davispolk.com or Michael Kaplan at (212) 450-4111, (212) 701-5111 (fax) or michael.kaplan@davispolk.com, or, if you have any questions regarding the foregoing or if I can provide any additional information.

Very truly yours,

Byron B. Rooney

cc: Via E-mail

John McGrath, Chief Executive Officer

Michael Ragen, Chief Financial Officer

Craig F. Arcella, Esq.

Joseph D. Zavaglia, Esq