Mergers, acquisitions and changes to legal status
Reporting to the OfS
A decision by a governing body to pursue a merger or acquisition is a ‘reportable event’. That means it is an event that registered providers must report to us. This is also the case for a change of ownership or a change in the provider’s legal form.
Providers should make early contact with the OfS as soon as merger discussions become realistic. This will help providers understand any regulatory implications and plan their internal timeline.
Once your governing body starts to contemplate pursuing a merger, acquisition, change of legal form or change of ownership, it should report this to the OfS within five working days of the discussion.
Alongside legal and financial due diligence, a provider in this situation should continue to protect its students, adhere to duties under consumer law and make sure it continues to deliver its programmes of study.
What the OfS does
The OfS does not approve mergers. We assess what the change means for a provider’s compliance with our regulations.
We focus on students’ interests, including continuity of provision and protecting students during the change and as they complete their studies.
What information we will need
Information requests will vary by case and by risk. The list below reflects the evidence we use commonly to assess mergers and related structural changes.
- The risk assessment that a provider has previously submitted to the OfS as part of its student protection plan. This should be updated with tracked changes to reflect the provider’s approach after the merger.
- The provider’s current, approved student protection plan updated with tracked changes and tailored to the provider’s specific circumstances after the merger. If a provider considers that its approved student protection plan does not need amendment, it should make this clear and give a brief explanation.
- The self-assessment for management and governance arrangements that the provider submitted previously. This should be updated with tracked changes to reflect arrangements after the merger.
- Current legal name.
- Existing UKPRN.
- Exempt charity status.
- If the provider currently uses the word ‘university’ in its legal name and an explanation of how permission to use that name was granted.
- Confirmation of the following, and whether these will be retained after the merger completes:
- trading names
- brand identities
- internet URLs.
- Confirmation that the provider expects to keep delivering higher education after the merger completes.
- Any new legal name that will be created due to the merger.
- If the merger results in a change of UKPRN, the new reference that will be in use after the merger.
- Any new trading name(s) that will be created due to the merger.
- Any new internet URLs that will be created due to the merger.
- Legal name(s).
- UKPRN(s).
- Exempt charity status(es).
- If dissolving provider(s) currently use the word ‘university’ in their legal names, an explanation of how permission to use that name was granted.
- Confirmation of the following, and whether these will be retained after the merger completes:
- trading names
- brand identities
- internet URLs.
- Financial information about the merger, including forecasts for the new provider’s financial position after the merger has taken place.
- Anticipated date of completion.
- Where the merger will involve transfer of assets and/or liabilities, details about which assets and liabilities will be transferred, to whom, and how and when this will happen.
- Details of subcontractual arrangements in place at the time of the merger between the lead provider and dissolving providers.
- Confirmation whether subcontractual arrangements have been transferred and that relevant contracts have been amended to reflect this.
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