UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 17, 2024

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REYNOLDS CONSUMER PRODUCTS INC.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	001-39205	45-3464426
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


1900 W. Field Court Lake Forest, Illinois			60045
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (800) 879-5067

Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value

REYN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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 13(a) of the Exchange Act. o

Item 1.01. Entry into a Material Definitive Agreement.

Effective as of October 17, 2024, Reynolds Consumer Products Inc. (the “Company”), certain of its subsidiaries, UBS AG, Stamford Branch (as successor in interest to Credit Suisse AG, Cayman Island Branch, in its capacities as administrative agent and collateral agent), as administrative agent and collateral agent, and the lenders party thereto, entered into an Amendment No. 3 (“Amendment No. 3”), amending the Credit Agreement, dated as of February 4, 2020, as amended by that Amendment No. 1 dated as of February 28, 2023 and that Amendment No. 2 dated as of November 21, 2023 (as so amended, the “Credit Agreement”).

Amendment No. 3 replaces the undrawn $250 million senior secured revolving credit facility under the Credit Agreement that was scheduled to mature in February 2026 with an undrawn $700 million senior secured revolving credit facility with a scheduled maturity date in October 2029. The Company’s senior secured term loan facility under the Credit Agreement continues to mature in February 2027. Other than the maximum amount and the maturity date of the revolving credit facility, all other material terms of the Credit Agreement remain unchanged by Amendment No. 3.

The foregoing summary of Amendment No. 3 is qualified in its entirety by reference to the complete terms and provisions of Amendment No. 3, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

In the ordinary course of business, certain of the lenders under the Credit Agreement and their affiliates have provided, and may in the future provide, investment banking, commercial banking, cash management, foreign exchange or other financial services to the Company and its affiliates for which they have received, and may in the future receive, compensation.

Wells Fargo Bank, National Association acted as lead left arranger and syndication agent for the revolving credit facility.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this Item is included in Item 1.01 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On October 17, 2024, the Company issued a press release announcing the execution of Amendment No. 3, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1. The information included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits


Exhibit No.			Description

10.1			Amendment No. 3, dated as of October 17, 2024, to the Credit Agreement, dated as of February 4, 2020, between Reynolds Consumer Products LLC, as borrower, Reynolds Consumer Products Inc., as parent, and certain lenders party thereto
99.1			Press Release issued by Reynolds Consumer Products Inc. on October 17, 2024
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: October 17, 2024

	REYNOLDS CONSUMER PRODUCTS INC.

	By:	/s/ David Watson
		David Watson
		General Counsel and Secretary

Reynolds Consumer Products Inc. 8-K