April 28, 2020


Via E-Mail

Nicholas R. Williams
Clifford Chance LLP
31 West 52nd Street
New York, NY 10019-6131

       Re:    Independence Holding Corp.
              Schedule TO-I filed on April 24, 2020
              File No. 5-33555

Dear Mr. Williams:

        The Office of Mergers and Acquisitions has conducted a limited review
of the filing
listed above. Our review was limited to the issues identified in our comments
below. All
defined terms have the same meaning as in the Offer to Exchange included as
Exhibit
99(a)(1)(A) to the Schedule TO-I filed on April 24, 2020.

       Please respond to this letter by revising your filing, by providing the
requested
information, or by advising us when you will provide the requested response. 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 filing and the information you
provide in
response to these comments, we may have additional comments.

Schedule TO-I filed April 24, 2020

Exhibit 99(A)(1)(A)   Offer to Exchange

Conditions of the Offer, page 28

   1. Revise to explain what it meant by a "limitation on prices for,
securities on any national
      securities exchange or in the over-the-counter markets..."

   2. Refer to the last condition on page 28. Include the reference point by
date or share
      price/index level from which such 10% change is to be measured.
 Nicholas R. Williams, Esq.
Clifford Chance LLP
April 28, 2020
Page 2


   3. Refer to the first sentence in the last paragraph of the Conditions
section, on page 29 of
      the Offer to Purchase. Judging the satisfaction of an offer condition in
your "sole
      discretion" raises concerns regarding an impermissible illusory offer
prohibited under
      Regulation 14E. Please revise to include a reasonableness standard.

   4. In the same paragraph, you state that your failure to exercise your
rights under any of the
      offer conditions "will not be deemed a waiver of any such right." You
also state that you
      may assert any of the offer conditions "at any time and from time to
time." If an offer
      condition is "triggered," and you proceed with the offer, you may be
deemed to have
      waived that condition, unless by its terms, its satisfaction is to be
judged at expiration of
      the offer. Please revise this language, consistent with your obligation
to promptly inform
      security holders about a material change, including the waiver of a
material offer
      condition.

          We remind you that the filing persons are responsible for the
accuracy and adequacy of
   their disclosures, notwithstanding any review, comments, action or absence
of action by the
   staff. Please contact me at (202) 551- 3263 with any questions about these
comments.


                                                     Sincerely,

                                                     /s/ Christina Chalk

                                                     Christina Chalk
                                                     Senior Special Counsel
                                                     Office of Mergers and
Acquisitions