UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________

Form 6-K
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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

August 24, 2020

Commission File Number: 333-177693

Reynolds Group Holdings Limited
(Translation of registrant's name into English)

Reynolds Group Holdings Limited
Level Nine
148 Quay Street
Auckland 1010 New Zealand
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨






On August 24, 2020, Reynolds Group Holdings Limited, to be converted to a corporation in the State of Delaware and renamed Pactiv Evergreen Inc. (the “Company”), announced that it has filed a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”) relating to its proposed initial public offering.

In connection with the filing of the Registration Statement and the Company’s proposed conversion to a corporation in the State of Delaware, the Company has updated its name in the SEC’s EDGAR database to “Pactiv Evergreen Inc.”

A copy of the press release is furnished as Exhibit 99.1 to this Form 6-K.






Index to Exhibits

Exhibit No.
Description
99.1
Press release issued by Reynolds Group Holdings Limited on August 24, 2020










[Signature page follows]






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Reynolds Group Holdings Limited
 
(Registrant)
 
 
 
/s/ Joseph E. Doyle
 
Joseph E. Doyle
 
Group Legal Counsel
 
August 24, 2020



Exhibit

Exhibit 99.1


Pactiv Evergreen Inc. (currently known as Reynolds Group Holdings Limited) Files Registration Statement for Proposed Initial Public Offering

LAKE FOREST, IL, August 24, 2020 (BUSINESS WIRE) – Pactiv Evergreen Inc. (currently known as Reynolds Group Holdings Limited) (the “Company”) today announced that it has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) relating to the Company’s proposed initial public offering of its common stock. In connection with the consummation of such initial public offering of common stock, the Company plans to officially change its name from Reynolds Group Holdings Limited to Pactiv Evergreen Inc. The number of shares to be offered and the price range for the proposed offering have not yet been determined. The initial public offering is expected to commence after the SEC completes its review process, subject to market and other conditions. There is no assurance that the initial public offering will be completed.

This press release is being made pursuant to and in accordance with Rule 135 under the Securities Act of 1933, as amended, and does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

Contact:

Media
Cory Ziskind
Cory.Ziskind@icrinc.com
646-277-1232

Investors
Ashley DeSimone
Ashley.DeSimone@icrinc.com
646-677-1827