January 21, 2020
Via E-mail

Timothy R. Aragon, Esq.
Hogan Lovells US LLP
1601 Wewatta Street, Suite 900
Denver, CO 80202

       Re:    Diplomat Pharmacy, Inc.
              Schedule TO-T
              Filed January 9, 2020
              File No. 005-88619

Dear Mr. Aragon:

       The staff in the Office of Mergers and Acquisitions has reviewed the
filing listed above,
and we have the comments set forth below. All defined terms used herein have
the same
meaning as in Offer to Purchase for Cash attached as Exhibit (a)(1)(A) to the
Schedule TO-T. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

        Please respond to this letter by amending 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.

Exhibit (a)(1)(A)
Source and Amount of Funds, page 23

1. You state that UnitedHealth Group and Purchaser estimate that the total
funds required to
   complete the Offer and the Merger will be approximately $320 million plus
related
   transaction fees and expenses. Explain why this figure differs from the
estimated transaction
   value of $308,115,224 as set forth in the "Calculation of Filing Fee" table
in your Schedule
   TO-T. Alternatively, please revise the Offer to Purchase or the Schedule
TO-T to ensure
   consistency.

2. Notwithstanding that you anticipate funding the Offer with cash on hand,
affirmatively
   disclose the existence or absence of any alternative financing arrangements.
Refer to Item
   1007(b) of Regulation M-A.
 Timothy R. Aragon, Esq.
Hogan Lovells US LLP
January 21, 2020
Page 2


Background of the Offer; Past Contacts; Negotiations and Transactions, page 28

3. We note the disclosure on page 24 of the offer materials that UnitedHealth
Group received
   forward-looking information with respect to Diplomat's business for the
fiscal years 2019
   through 2024. Please summarize any non-public information received from
Diplomat in the
   offer materials, disclose where such information already appears in another
filing (such as the
   Schedule 14D-9 filed by Diplomat), or provide an analysis supplementally as
to why
   disclosure is not required. In this regard, we note the disclosure of
projections beginning on
   page 45 of Diplomat's Schedule 14D-9; however, it is not clear from the
description of the
   May 2019, October 2019, June 2019 and updated 2019 and 2020 financial
projections that
   these encompass all of the projections referenced here and provided to
UnitedHealth Group.
   Please revise to clarify.

Governing Law, page 47

4. You state that the Merger Agreement and all claims or causes of action
thereunder is
   governed by and will be construed in accordance with Delaware law, except to
the extent the
   laws of Michigan are mandatorily applicable. If the parties are aware of any
circumstances
   applicable to the transaction whereby the laws of Michigan are mandatorily
applicable,
   please revise to describe.

Conditions of the Offer, page 48

5. With respect to the fifth bullet point in this section, revise to describe
the "certain conditions"
   Diplomat must certify as having been satisfied.

6. Refer to the first sentence, last paragraph of this section. In that
sentence, you describe the
   listed offer conditions as "in addition to" the rights of UnitedHealth and
Purchaser to
   terminate the Offer. However, all of the offer conditions that permit those
parties to
   terminate the offer must be listed here. Please revise or advise.

7. Your disclosure indicates that Purchaser will not be deemed to have waived
its rights relating
   to the satisfaction or waiver of the conditions to the extent Purchaser
fails to exercise such
   rights at a given time. This suggests that Purchaser may become aware that
an offer
   condition has been triggered yet the tender offer may proceed without new
disclosure. To the
   extent Purchaser becomes aware of any offer condition being "triggered" and
Purchaser
   elects to proceed with the offer anyway, we view that decision as being a
waiver of the
   condition. If a material condition is waived, a material change has occurred
to the offer
   document within the meaning of Rule 14d-6(c). Please revise this section to
qualify the
   referenced disclosure by affirming Purchaser's understanding of its
obligation to disclose
   material changes and potentially, to extend the offer.
 Timothy R. Aragon, Esq.
Hogan Lovells US LLP
January 21, 2020
Page 3



                                             *   * *


        We remind you that the registrant 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 direct any questions to me at (202) 551-7951. You may also
contact Tina Chalk,
Senior Special Counsel, at (202) 551-3263.


                                                          Sincerely,

                                                          /s/ Joshua Shainess

                                                          Joshua Shainess
                                                          Special Counsel
                                                          Office of Mergers and
Acquisitions