Category: Financial sustainability

How does the higher education sector sustain digital transformation in tough times?

Higher education institutions are in a real bind right now. Financial pressures are bearing down on expenditure, and even those institutions not at immediate risk are having to tighten their belts.

Yet institutions also need to continue to evolve and improve – to better educate and support students, enable staff to do their teaching and research, strengthen external ties, and remain attractive to international students. The status quo is not appealing – not just because of competitive and strategic pressures but also because for a lot of institutions the existing systems aren’t really delivering a great experience for students and staff. So, when every penny counts, where should institutions invest to get the best outcomes? Technology is rarely the sole answer but it’s usually part of the answer, so deciding which technologies to deploy and how becomes a critical organisational capability.

Silos breed cynicism

Digital transformation is one of those areas that’s historically had a bit of a tricky reputation. I suspect your sense of the reason for this depends a bit on your standpoint but my take (as a moderately competent user of technology but by no means expert) is that technology procurement and deployment is an area that tends to expose some of higher education’s historic vulnerabilities around coordinated leadership and decision-making, effective application of knowledge and expertise, and anticipation of, and adaptability to change.

So in the past there’s been a sense, not of this exact scenario, but some variation on it: the most senior leaders don’t really have the knowledge or expertise about technology and are constantly getting sold on the latest shiny thing; the director of IT makes decisions without fully coordinating with the needs and workflows of the wider organisation; departments buy in tech for their own needs but don’t coordinate with others. There might even be academic or digital pedagogy expertise in the organisation whose knowledge remains untapped in trying to get the system to make sense. And then the whole thing gets tweaked and updated to try to adapt to the changing needs, introducing layer upon layer of complexity and bureaucracy and general clunkiness, and everyone heaves a massive sigh every time a new system gets rolled out.

This picture is of course a cynical one but it’s striking in our conversations about digital transformation with the sector how frequently these kinds of scenarios are described. The gap between the promise of technology and the reality of making it work is one that can breed quite a lot of cynicism – which is the absolute worst basis from which to embark on any journey of change. People feel as if they are expected to conform to the approved technology, rather than technology helping them do their jobs more effectively.

Towards digital maturity

Back in 2023 Jisc bit the bullet with the publication of its digital transformation toolkit, which explicitly sought to replace what in some cases had been a rather fragmented siloed approach with a “whole institution” framework. When Jisc chief executive Heidi Fraser-Krauss speaks at sector events she frequently argues that technology is the easy bit – it’s the culture change that is hard. Over the past two years Jisc director for digital transformation (HE) Sarah Knight and her team have been working with 24 institutions to test the application of the digital transformation framework and maturity model, with a report capturing the learning of what makes digital transformation work in practice published last month.

I book in a call with Sarah because I’m curious about how institutions are pursuing their digital transformation plans against the backdrop of financial pressure and reductions in expenditure. When every penny counts, institutions need to wring every bit of value from their investments, and technology costs can be a significant part of an institution’s capital and non-staff recurrent expenditure.

“Digital transformation to us is to show the breadth of where digital touches a university,” says Sarah. “Traditionally digital tended to sit more with ‘digital people’ like CIOs and IT teams, but our framework has shown how a whole-institution approach is needed. For those just starting out, our framework helped to focus attention on the breadth of things to consider such as digital culture, engaging staff and students, digital fluency, capability, inclusivity, sustainability – and all the principles underpinning digital transformation.”

Advocating a “whole institution approach” may seem counter-intuitive – making what was already a complicated set of decisions even more so by involving more people. But without creating a pipeline of information flow up, down and across the institution, it’s impossible to see what people need from technology, or understand how the various processes in place in different parts of the university are interacting with the technologies available to see where they could be improved.

“The digital maturity assessment brought people into the conversation at different levels and roles. Doing that can often show up where there is a mismatch in experience and knowledge between organisational leaders and staff and students who are experiencing the digital landscape,” says Sarah.

Drawing on knowledgeable voices whose experience is closer to the lived reality of teaching and research is key. “Leaders are saying they don’t need to know everything about digital but they do need to support the staff who are working in that space to have resources, and have a seat at table and a voice.”

Crucially, working across the institution in this way generates an evidence base that can then be used to drive decision-making about the priorities for investment of resources, both money and time. In the past few years, some institutions have been revising their digital strategies and plans, recognising that with constrained finances, they may need to defer some planned investments, or sequence their projects differently, mindful of the pressures on staff.

For Sarah, leaders who listen, and who assume they don’t already know what’s going on, are those who are the most likely to develop the evidence base that can best inform their decisions:

“When you have leaders who recognise the value of taking a more evidence-informed approach, that enables investment to be more strategically targeted, so you’re less likely to see cuts falling in areas where digital is a priority. Institutions that have senior leadership support, data informed decision making, and evidence of impact, are in the best place to steer in a direction that is forward moving and find the core areas that are going to enable us to reach longer term strategic goals.”

In our conversation I detect a sense of a culture shift behind some of the discussions about how to do digital transformation. Put it like this: nobody is saying that higher education leaders of previous decades didn’t practice empathy, careful listening, and value an evidence base. It’s just that when times are tough, these qualities come to the fore as being among the critical tools for institutional success.

Spirit of collaboration

There’s a wider culture shift going on in the sector as well, as financial pressures and the sense that a competitive approach is not serving higher education well turns minds towards where the sector could be more collaborative in its approach. Digital is an area that can sometimes be thought of as a competitive space – but arguably that’s mistaking the tech for the impact you hope it will have. Institutions working on digital transformation are better served by learning from others’ experience, and finding opportunities to pool resources and risk, than by going it alone.

“Digital can be seen as a competitive space, but collaboration outweighs and has far more benefits than competition,” says Sarah. “We can all learn together as a sector, as long as we can keep sharing that spirit of internal and external collaboration we can continue that momentum and be stronger together.”

This is especially relevant for those institutions whose leaders may secretly feel they are “behind the curve” on digital transformation and experience a sense of anxiety that their institution needs to scramble to “catch up”. The metaphor of the race is less than helpful in this context, creating anxiety rather than a sense of strategic purpose. Sarah believes that no institution can legitimately consider itself “ahead of the curve” – and that all should have the opportunity to learn from each other:

“We are all on a journey, so some might be ahead in some aspects but definitely not all,” says Sarah. “No-one is behind the curve but everyone is approaching this in a slightly different way, so don’t feel ‘we have to do this ourselves’; use networks and seek help – that is our role as Jisc to support the sector.”

Jisc is hosting Digifest in Birmingham on 11-12 March – sign up here for online access to sessions.

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March 10, 2025
We are living through the legacy of unrestrained borrowing

On 1 January 2018 the Office for Students took over the regulation of higher education in England from its predecessor (the Higher Education Funding Council for England (HEFCE)).

One little discussed impact of this change was an avalanche of university borrowing that has dramatically shifted the priorities and risk profile of English higher education.

Terms and conditions

As late as the 2017 memorandum of assurance and accountability between HEFCE and higher education providers, the regulator had the right of veto over university financial commitments over a certain level. If you wanted to borrow money, and you were talking “serious money” in relation to the size of your provider, the regulator needed to sign it off.

That year written approval was required where total financial commitments exceeded six times the average adjusted net operating cashflow (ANOC) from July – or where the provider was assessed as being “at higher risk”. The year before, it was required when borrowing crept above five times the (six year) average EBITDA. And back in 2006 it was required for borrowing over 4 per cent of income.

The levels may have shifted over the years but the principles remained the same – to ensure that providers in receipt of public funds offered value for money, and were fully responsible for the use of these funds. These broader requirements were set out in detail:

HEIs must apply the following principles when entering into any financial commitments:

a. The risks and affordability of any new on- and off-balance sheet financial commitments must be properly considered.

b. Financial commitments must be consistent with the HEI’s strategic plan, financial strategy and treasury management policy.

c. The source of any repayment of a financial commitment must be clearly identified and agreed by the governing body at the point of entering that commitment.

d. Planned financial commitments must represent value for money.

e. The risk of triggering immediate default through failure to meet a condition of a financial commitment should be monitored and actively managed

At some point during the transition from HEFCE to OfS, all this was scrapped.

The missing consultation

If “at some point” sounds uncharacteristically vague that’s because the decision was murky even by higher education policy standards. The requirement was in the 2017 memorandum – it wasn’t in the OfS 2018 “terms and conditions” of funding, or any of the registration or information requirements, or the regulatory framework. The shift was never consulted on, it wasn’t in the Green or White paper, it was never discussed in parliament. It just kind of happened.

In Wales, there are still requirements to get borrowing above a threshold signed off based on the 2017 Financial Management Code – however your (individual provider) threshold is built into the formulae of your financial forecast template. Thresholds are never published, but Medr may occasionally drop you a note to tell you what yours is. Which is nice.

In Scotland things are (slightly) more straightforward: there is a threshold over which SFC’s formal consent is required. It’s not a concrete figure but a calculation to determine whether the total annualised cost of the borrowing exceeds 4 per cent of total income (according to a university’s last audited statements) or would exceed by 4 percent the estimated total income for the year in which the borrowing begins – whichever one is the lower.

As things currently stand in England the explanatory sections on the D conditions of registration set up definitions of financial viability and sustainability. Viability is the interesting one here – for OfS purposes it means there is no reason to suppose the provider is at a “material risk of insolvency” (being unable to pay debts as they fall due) for the next three years. This clarifies that OfS does expect to know about borrowing (“have regard to” in fact) – and even suggests OfS would expect to be able to speak directly to lenders:

It will be for the provider to ensure that the OfS is fully informed as to its financial facilities, and it will be expected to consent to the OfS making direct enquiry of the finance provider if requested to do so. The OfS may draw inferences from a failure to provide such consent.

This approach to university borrowing can also be seen in the transition provisions that existed as OfS effectively carried on as HEFCE while it began to register existing providers – a commentary to the required audited data included the need for universities to include information on:

Whether the provider is planning to take any loans from a bank, shareholders, directors or anyone else and, if so, information about these plans (how much is it planning to borrow, when will this be taken out, when will it be paid back, what will it be used for) and whether it will affect the provider’s viability or sustainability.

A very good year

This shift did not go unnoticed by universities, so 2017-2018 became a bumper year for university borrowing – with banks, private funds, and the bond markets all displaying an appetite for access to (then) underleveraged, secure, and low risk UK higher education.

The 2017 HEFCE financial health publication noted that:

At the end of July 2017, the sector reported borrowing of £9.9 billion (equivalent to 33.1 per cent of income). This is £980 million higher than the level reported at the end of 2015-16, which was £8.9 billion (30.7 per cent of income).

By 2018 OfS as reporting that borrowing would reach £12bn by “year 2” (2017-18).

At the end of Year 2, the sector reported aggregate borrowing of £12.0 billion (equivalent to 36.8 per cent of income), a 21 per cent rise of £2.1 billion compared to Year 1. Forecasts show that borrowing is projected to continue to rise in absolute terms over the four forecast years, reaching £13.3 billion by the end of Year 6.

In the last quote, “year 6” is 2021-22 – the projection of aggregate borrowing was (as usual) on the low side. That year’s financial health report pegged it as just over £14bn.

OfS, of course, could have decided to apply specific conditions of registration if it was concerned about borrowing at a particular provider. It still gets information on what universities are borrowing, and on what they plan to borrow in future, via the annual financial return (and there have already been rumblings about an increase in the amount and frequency of provided data). It could have stepped in to moderate the boom in borrowing since it took regulatory control of the sector – it did not.

The morning after

But the time of plenty has clearly passed – affordable finance is simply harder to come by, and the terms of existing borrowing (set during a more confident era) have often been renegotiated. The 2024-25 aggregate external borrowing is projected to be £13.3bn, and this for a much larger sector. And even the sector’s own (generally optimistic) forecasts suggest that it will drop further in years to come.

This is very much the hangover after the party. The easy money simply isn’t there for the sector to borrow – all that remains is the improvements it paid for (hopefully in useful, tangible, things like estates and infrastructure), the repayments, and the interest.

You can see that in the data (Based on what I know about what has happened so far I don’t think this includes stuff like bonds, so the figures are illustrative rather than precise) – the big peak in unsecured loans was in 2017-18, the academic year that restrictions came off (the smaller peak in 2020-21 represents the government backed Covid loans).

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You can also see a peak in repayments in 2018-19: clearly many providers decided that with the brakes off, the easiest way to proceed was with short-term revolving credit. More worryingly for sector finances, interest repayments remain at 2018-19 levels even though borrowing has declined sharply – an impact of a rise in interest rates following a long period of near zero inflation.

A legacy of loans

In essence some of the blame for the current financial crisis faced by the sector can be attributed to this little-scrutinised decision to remove borrowing safeguards. Though estates (especially) benefited from this gold rush, the entry of UK universities into the world of private placements and bonds has left a legacy that will take decades (and hundreds of millions of pounds cut off the top of sector finances, and increasingly arduous restrictions on university activity within covenants) to reckon with.

And these controls on university activity hit in numerous ways. As Philip Augar’s review noted, way back in 2019:

Universities’ expansion has been partly funded through debt and financial arrangements known as ‘sale and leaseback’. The former includes bond issues and bank borrowing; the latter involves universities selling student accommodation for cash upfront, sometimes committing to provide specified numbers of rent-paying students to the new owner.

A failure to meet challenging recruitment targets has a multiplier effect if you factor lender requirements into the equation.

Was the removal of controls over borrowing the single most important regulatory act of the modern era? For those able to raise money in this way, it supported huge improvements in university estates and infrastructure. It provided the capacity that has underpinned recent growth – though not as much growth as we saw in the 90s and 00s, when a far greater proportion of capital came from the state.

It’s at least arguable that for many larger and better known providers the amount of indirect control over their actions that has been ceded to investors via covenants linked to borrowing. has driven the dash for growth at all costs. If you’ve worked in a university during this period and feel like things have changed, this could be why.

And it gets worse if you think about the aggregated risk across the whole sector – not least because the arms race of expansion forced the majority of the sector to seek private finance at roughly the same time. The numbers in the chart above are indicative – but even so show a sizable liability that could have a huge impact on the way providers behave. It’s the roots of the sector-wide dash for growth that the regulators have expressed concern about – but thus far the impression has been given that it is just empire building. It is survival.

The next few years

There is no easy fix. Though I think most of us believe that the government would step in in the event of provider failure – to protect the student interest certainly, and possibly to protect the local interest – what would happen to outstanding debts across multiple providers in these circumstances is less clear. It is entirely likely that a loan becoming due for full payment due to a breach in covenant conditions would itself be the cause of provider failure.

In the bad old days, when the government was a significant source of both capital and recurrent funding for most universities in England, there was a thing called exchequer interest – a complicated and little-discussed aspect of public funding that means that assets purchased with public funds should revert at least in part back to the public. Exchequer interest as a consideration for capital investment has largely been replaced by lender interest – in the event of a provider collapsing large parts of abandoned campuses (which, of course, have been paid for by public funds in the sense that it is income from fees that has funded repayments) would revert to lenders.

These buildings and this equipment would immediately lose a lot of value, which is one reason why lenders like to renegotiate rather than repossess. If you think about it, a large teaching block in the middle of a thriving campus is a clear asset – without the campus it is a liability that needs to be repurposed and maintained.

So if you ever see the government stepping in to save an anchor institution, recall that private finance has an interest in seeing campuses continuing to throng with students. It’s a funny way to preserve the future of the sector, but we live in peculiar times.

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February 17, 2025
Filling their boots? The rationale for growing loss-making home student numbers

The release of provider-level end of cycle data for the 2024 cycle confirms what has been long known informally; this year a group of “higher-tariff” providers went for growth, in some cases by reducing their entry tariff significantly. You can see DK’s crunching of the provider data here.

Typically, behaviour like this leads to grumbling elsewhere in the sector. That’s partly because there’s a direct impact on other institutions’ bottom line when the big players flex in this way, meaning that those who lose out may need to suspend planned investment and/or embark on portfolio rationalisation, rounds of voluntary redundancy, and other cost-reduction measures to stay afloat.

But it’s also because there’s a perception that the selective institutions are pulling in students that mid or lower tariff institutions consider themselves to be best equipped to support and nurture. This (arguably) creates additional risk for the students who find themselves studying at an institution that culturally may assume a greater degree of academic self-efficacy than they actually have.

The debate rumbles on as to whether it’s reasonable to “permit” popular institutions to grow at the expense of others. But much less attention is generally given to the question of why any successful provider with significant overheads would seek to grow home student recruitment at all. In 2022 the Russell Group warned that the average deficit incurred by English universities per home student per year was £1,750 per student per year, and that a “conservative estimate” would see that deficit increasing to £4000 by the current academic year.

Assuming you’re not an economist or a strategy consultant (if you are, do write in), you might legitimately be scratching your head about the strategic intent behind increasing sales of a product you don’t make any money on – indeed, that you have to subsidise from other sources. Higher education institutions don’t have to make money of course – the goal is generally to realise a small surplus across the breadth of activities, recognising that some degree of cross-subsidy, primarily from international student income, is part of the business model. But even with that caveat, growth of a loss-making activity in times of financial pressure remains, on the face of it, a peculiar approach.

What’s going on?

There are three strategic rationales for this that I can think of. It might be that hitherto high tariff institutions are growing for public interest reasons – to meet their access and participation targets, or because they are offering new courses of value to their regions or that will attract a wider range of international students or even support a particular research ambition.

It might be that they are growing in the subject areas that are cheaper to teach in hopes of making inroads into that average deficit and reducing the level of cross-subsidy from other sources. Over on DK’s end of cycle data visualisations you can take a look at the general subject areas where particular institutions have seen growth. DK would no doubt be the first to tell you that HECoS subject grouping isn’t quite as nuanced as you’d need to be able to make that case plausibly, though there’s probably a bit of it going on. This was a concern the Augar review flagged back in 2019 – that the fixed unit of resource, all other things being equal, tends to incentivise growth in subject areas that have higher margins and for which there is stable or growing demand, rather than trying to generate additional demand for more expensive and less popular subjects.

It is possible there might be changes to teaching and/or student support provision that have generated sufficient efficiencies to get to a break-even or modest surplus situation on home students that would make overall growth a sensible business strategy. This is the current focus of a lot of sector thinking on efficiency – if the unit of resource isn’t increasing fast enough, but student (and regulatory) expectations aren’t reducing, then the sector has to figure out ways to make its provision sustainable, through technology adoption, more sharing and collaboration among institutions, reducing costs in areas where the institution believes there is minimal impact on student experience, and so on.

While there is a lot of interesting thinking going on around efficiency, it’s doubtful that this number of institutions has made such significant progress as to get to the point of wiping out the home student deficit in its totality, though there may be some efficiencies to be gained through economies of scale.

There are also several less overtly strategic options. One is that the institutions in question don’t have that strong a central grip on their admissions. It’s easy to imagine in a devolved academic system individual departments and faculties pursuing growth to increase their own overall income without a great deal of attention being given to the aggregate effect on the institution as a whole.

The final possibility – and in all honesty I think this is probably at least a somewhat accurate assessment – is that the calculation is that growth, even cross-subsidised growth, will demonstrate market strength, which will satisfy boards of governors, reassure lenders, and keep the university in good fettle with the bond markets. Which raises the question about what happens next year and the year after that. Growth, even for the most popular institutions can’t be an indefinite strategy. And what happens to the rest?

For the big players, growth can generally be deployed as a tactical response to immediate financial pressure, while structural or operational change can be deferred to future times, when there’s more bandwidth and appetite for change, or clarity about the policy environment. Other institutions don’t in most cases have that luxury and some are likely to be less stable as a result.

The policy response

So how should government respond? It’s very hard to make the case that students should be forced – or at least obliged – to attend an institution that isn’t their first choice simply to ensure that that institution remains generally healthy and sustainable. We should also on principle give those selective institutions the benefit of the doubt on their strategic preparedness for a different intake this year. Growth in the hundreds in an institution of thousands, if fairly evenly spread, needn’t be an issue if there is a plan in place to support those students and notice if any are struggling.

It’s still worth saying, though, that if you’re looking through the lens of student interest, the market principle that student choice is the most important thing only holds true if the basis on which prospective students are making choices has a meaningful relationship with their prospect of flourishing at their chosen institution. So it remains a bit of a worry that if there are issues we’ll only know about it when the outcome data surfaces in the coming years – too late to do anything about it.

Some in the sector wish there was a way of putting restraints on the market without resorting to institutional student number controls. There are options short of total control that might focus on restraining or encouraging recruitment in particular subject areas, or asking institutions to evidence the case for growth, and/or subjecting them to more stringent oversight when growth exceeds a certain margin. It would also be theoretically possible, though very complicated, to set quality thresholds around inputs ie set conditions around the available resources in the learning environment all students should be able to expect.

But it’s also worth government giving consideration to the idea that in market terms all of this only is an issue because the perception is that the size of the market is pretty fixed and institutions are by and large vying for a larger slice of the pie rather than trying to grow the pie. UCAS data tends to support that view as applications via UCAS have seen growth at a lower rate than the sector hoped given the demographic growth in 18-19 year olds in the wider population.

Published UCAS data does not, however, capture applications made direct to institutions or, indeed, PG-level applications, and there may be growth or potential for growth in other parts of the market. Market purists would argue that if a provider is not seeing success in its traditional market then the smart move is to tap into a different market. While this might be accurate in strategic terms, this analysis tends to gloss over the risks and complexities involved in making such a pivot, especially when the provider in question is already feeling financially squeezed.

Even if your market share is eroding, trying to win it back can be perceived as a path of less resistance and more immediate potential reward than entirely retooling the whole offer – even if thinking this way is also a highly risky strategy if things continue as they are and the rewards fail to materialise, as some institutions have discovered to their cost.

If government wants a policy win on two key fronts: widening access to selective institutions and broadening the pool of people who benefit from HE in general, it could do worse than to create a programme of support explicitly targeted at those institutions who are less powerful in the “traditional” market but that still have a great deal to offer their localities, and work with them to develop the offer to prospective students where there is latent growth potential – pooling risk and transition costs, with a payoff ultimately realised in skills and economic growth.

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February 3, 2025
An early look at 2023–24 financial returns shows providers working hard to balance the books

In most larger UK providers of higher education, the 2023–24 financial year ended on 31 July 2024.

Five months and two weeks after this date (so, on or before 14 January 2025) providers are obliged to have published (and communicated to regulators) audited financial statements for that year.

I’ve got a list of 160 large, well known, providers of higher education who should, by now, have made this disclosure – 43 of them are yet to do so. Of the 117 that have, just 15 (under 13 per cent) posted a deficit for that financial year (to be fair, this includes eight providers in Wales, where the deadline – for bilingual accounts – is the end of the month). This was as of the data of publication, there’s been a few more been discovered since then and I have added some to the charts below.

If you’ve been aware of individual providers, mission groups, representative bodies, trade unions, regulators, and politicians coming together to make the case that the sector is severely underfunded this may surprise you. If you work in an institution that is curtailing courses, making staff redundant, and undergoing the latest in a long series of cost-cutting exercises, the knowledge that your university has posted a surplus may make you angry.

But these results are not surprising, and a surplus should not make you angry (there are plenty of other reasons to be angry…) Understanding what an annual account is for, what a surplus is, why a university will pull out all of the stops to post a surplus, and what are the more alarming underpinning signals that we should be aware of will help you understand why we have what – on the face of it – feels like a counter-intuitive position in university finances.

Why are so many results missing?

There’s a range of reasons why a provider may submit accounts late – those who are yet to publish will already be deep in conversation with regulators about the issues that may have caused what is, technically, a breach of a regulatory condition. In England, this is registration condition E3. which is underpinned by the accounts direction.

If you are expecting regulators to get busy issuing fines or sanctions for late submissions – you should pause. There’s a huge problem with public sector audit capacity in the UK – the big players have discrete teams that move on an annual cycle between higher education, NHS, and local government audit. You don’t need to have read too much into public finances to know that our councils are under serious pressure right now – and this pressure results in audit delays, hitting the same teams who will be acting as external university auditors.

That’s one key source of delay. The other would be the complexities within university annual accounts, and university finances more generally, that offer any number of reasons why the audit signoff might happen later than hoped.

To be clear, very few of these reasons are going to be cheerful ones. If a provider has yet to publish its accounts because they have not signed off their accounts, it is likely to be engaging with external auditors about the conditions under which they will sign off accounts.

To give one example of what might happen – a university has an outstanding loan with a covenant attached to it based on financial performance (say, a certain level of growth each year). In 2023–24, it did not reach this target, so needs to renegotiate the covenant, which may make repayments harder (or spread out over a longer period). The auditor will need to wait until this is settled before it signs off the accounts – technically if you are in breach of covenant the whole debt is repayable immediately, something which would make you fail your going concern test.

We’ve covered covenants on the site before – a lender of whatever sort will offer finance at an attractive rate provided certain conditions are met. These can include things like use of investment (did you actually build the new business school you borrowed money to build?), growth (in terms of finances or student numbers), ESG (are you doing good things as regards environment, society, and governance?) and good standing (are you in trouble with the regulator?) – but at a fundamental level will require a sense that your business is financially viable. If covenant conditions are breached lenders will be keen to help if they hear in advance, but your cost of borrowing (the interest rate charged, bluntly) will rise. And you will find it harder to raise finance in future.

This is an environment where it is already hard to raise finance – and in establishing new borrowing, or new revolving credit (kind of like an overdraft facility) many universities will end up paying more than in previous years. This all needs to be shown in the accounts.

Going concern

When your auditor signs off your accounts, you would very much hope that it will agree that they represent a “going concern” – simply put, that in most plausible scenarios you will have enough money to cover your costs during the next 12 months. If your auditor disagrees that you are a going concern you are in serious trouble – all of the 117 sets of accounts I have read so far have been agreed on a going concern basis.

This designation tells everyone from regulators to lenders to other stakeholders that your business is viable for the next year – and comes into force on the day your accounts are signed off by the university and external auditor. This is nearly always for a specific technical reason – additional information that is needed in order to make the determination. For some late publications, it is possible that the delay is a deliberate plan to make the designation last as far into the following financial years as possible. This year (2024–25) is even more bleak than last year – anything that keeps finance cheaper (or available!) for longer will be helpful.

Breaking even and beyond

So your provider had a surplus last year – that’s good right? It means it took in more money than it spent? Up to a point.

In 2023–24 we got the very welcome news that Universities Superannuation Scheme (USS) has been revalued and contributions reduced for both members and employers. From the annual accounts perspective, this will have lowered staff costs (very often one of the most significant costs, if not the most significant cost, for most) in USS institutions. Conversely, the increase in Teachers Pension Scheme (TPS) contributions will have substantially raised costs in institutions required by law (yes, really!) to offer that scheme to staff.

That’s some of the movement in staff costs. However, for USS, the value of future contributions to the current calculated scheme debt (which is shared among all active employers in the scheme) has also fallen. Indeed, as the scheme is currently in surplus, it shows as income rather than expenditure This is not money that the university actually has available to spend, but the drop shows out in staff costs – though most affected separate this out into a separate line it also shows up in the overall surplus or deficit (to be clear this is the accounting rules, there’s no subterfuge here: if you are interested in why I can only point you to BUFDG’s magisterial “Accounting for Pensions” guidelines).

For this reason, many USS providers show a much healthier balance than accurately reflects a surplus they can actually spend or invest. This gives them the appearance of having performed as a group much better than TPS institutions, where the increase in contributions has made it more expensive to employ staff.

Here I show the level of reported surplus(deficit) after tax, both with and without the USS valuation effect. Removing the impact of valuation puts 35 providers (including big names like Hull, Birmingham, and York) in deficit based on financial statements published so far.

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And here I show underlying changes in staff costs (without the USS valuation effect). This is the raw spend on employing staff, including pay and pensions contributions. A drop could indicate that economies have been sought – employing fewer staff, employing different (cheaper) staff, or changes in terms and conditions. But it also indicates underlying changes in TPS contributions (up) or USS contributions (down) with respect to current employees on those schemes.

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Charts updated 11am 27 January to remove a handful of discrepancies.

Fee income

For most universities the main outgoing is staff costs, and the main source of income is tuition fees. Much has been made of the dwindling spending power of home undergraduate fees because of a failure to uprate with inflation, but this line in the accounts also includes unregulated fees – most notably international fees and postgraduate fees. The full name of the line in the accounts is “tuition fees and educational contracts”, so if your provider does a lot of bespoke work for employers this will also show up here.

Both of these areas of provision have seen significant expansion in many providers over recent years – and the signs are that 2023–24 was another data point aligned with this trend for postgraduate provision. For this reason, the total amount of fee income has risen in a lot of cases, and when we get provider level UCAS data shortly it will make it clear that just how much of this is due to unregulated fees. International fees are another matter, and again we need the UCAS end of cycle data to unpick it, but it appears from visa applications and acceptances that from some countries (China, for example) demand has remained stable, while for others (Nigeria, India) demand has fallen.

Here I show fee income for the past two years, and the difference. This is total fee income, and does not discriminate between types of fees.

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One very important thing to bear in mind is that these are figures for the financial year, and represent fees relating to that year rather than the total amount of fees per student enrolled. For example, if a student started in January (an increasingly common start point for some courses at some institutions) you will only see the proportion of fees that had been paid by 31 July shown in the accounts. If you teach a lot of nursing students who start at non-traditional times of the year this will have a notable impact, as will a failure to recruit as many international students as you had hoped to do in January 2024 (though this will also show up in next year’s accounts).

And it is also worth bearing in mind that income from fees paid with respect to students registered at the provider but studying somewhere else via an academic partnership, or involved in a franchise arrangement (something that has seen a lot of growth in some providers) shows up in this budget line.

Other movements

Quite a number of providers have drawn down investments or made use of unrestricted reserves. This is very much as you would expect, these are very much “rainy day” provisions and even if it is not actually raining now the storm clouds are gathering. Using money like this is a big step though – you can only spend it once, and the decision to spend it needs to link to plans not to need to spend it in the near future. So even if your balance looks healthy, a shift like this speaks eloquently of the kinds of cost-saving measures (up to and including course closures and staff redundancy) that you may currently see happening around you.

Similarly, a provider may choose to sell assets – usually buildings – that it does not have an immediate or future use for. The costs of running and maintaining a building can quickly add up – a decision to sell releases the capital and can also cut running costs. Other providers choose to hang on to buildings (perhaps as assets that can be sold in future) but drastically cut maintenance and running costs for this reason. Again, you can (of course) only sell a building once, and a longer term maintenance pause can make it very expensive to put your estates back into use. I should note that the overall condition of university estates is not great and is declining (as you can read in the AUDE Estates Management Report) , precisely because providers have already started doing stuff like this. If the heating seems to be struggling, if the window doesn’t open, that’s why.

In some cases we have seen decisions to pause capital programmes – not borrowing money and not building buildings as was previously planned. Here, the university makes an on-paper saving equivalent to the cost of finance if it was going to borrow money, or frees up reserves for other uses if it was using its own funds. Capital programmes don’t just include buildings – perhaps investment in software (the kind of big enterprise systems that make it possible to run your university) has been paused, and you are left struggling with outdated or unsuitable finance, admissions, or student record systems.

Where we are talking about pausing building programmes it is important to remember that these exist to facilitate expansion or strategic plans for growth. The “shiny new building” is often perceived as a vice chancellor’s vanity project – in reality that new business school and the recruitment it makes possible may represent the university’s best hope of growing home fee income faster than inflation.

What’s next?

We see financial information substantially after the financial year ends – and for most larger providers this comes alongside the submission of an annual financial return to their regulator. We know for instance that the Office for Students is now looking at ways of getting in year data in areas where it has significant concerns, but financial data (by dint of it being checked carefully and audited) is generally historic in nature.

For this reason what is happening on your campus right now is something that only your finance department has any hope of understanding, and there may be unexpected pressures currently driving strategy that are not shown (or even hinted at) in last years’ accounts. Your colleagues in finance and planning teams are working hard to forecast the end of year result, to calculate the KFIs (Key Financial Indicators) that others rely on, and to plan for the issues that could arise in the 2025 audit. The finance business partners or faculty accountants – or whatever name they have where you work – will be gathering information, exploring and explaining scenarios, and anticipating pressures that may require a change in financial strategy.

The data I have presented here is drawn from published accounts – the data submitted to regulators that eventually ends up on HESA may be modified and resubmitted as understanding and situations change – for this reason come the early summer figures might look very different than what are presented here (I should also add I have transcribed these by hand – for which service you should absolutely buy me a pint) – so although I have done my best I may have made transcription errors which I will gladly and speedily correct.

However scary your university accounts may be, I would caution that the next set (2024–25 financial year) will be even more scary. The point at which the home undergraduate fee increase in England kicks in for those eligible to charge it (2025–26) feels a long way off, and we have the rise in National Insurance Contributions (due April 2025) to contend with before then.

There are a small but significant number of large providers looking at an unplanned deficit for 2024–25, as you might expect they will already be in contact with their regulator and their bank. Stay safe out there.

If you are interested in institutional finances, I must insist that you read the superb BUFDG publication “Understanding University Finance” – it is both the most readable and the most comprehensive explanation of annual university accounts you will find.

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January 27, 2025
Anatomy of a higher education merger – City St George’s, University of London
Depending on how you look at it, mergers are either very common or very unusual in UK higher education.

Dig deep enough into the annals of any institutional history and you will most likely find at some point that the institution as we know it today emerged from the combination or absorption of various nineteenth or twentieth-century mechanics institutes, colleges of teaching or technical colleges.

But recent history of the sector has seen only a handful of mergers, most notably the merger of what was then Victoria University of Manchester and the University of Manchester Institute of Science and Technology (UMIST) in 2004, and the merger of the University of Glamorgan and University of Wales, Newport, to become the University of South Wales in 2013. More recently we’ve seen the merger of the Institute of Education into University College London, the merger of Writtle College with Anglia Ruskin University, recounted in detail on Wonkhe here, and the merger in 2024 of City, University of London and the medical school St George’s, University of London to create City St George’s, University of London.

The mergers paradox

Seen from the birds-eye view of Whitehall the relative recent paucity of higher education mergers can be puzzling to some. In the private sector mergers and acquisitions are a well-trodden path to gaining market share, reducing overheads, and generally creating the kind of organisational powerhouse before which others cower and cringe. Arguably, larger institutions can support a wider breadth of education and research activity, can have a greater impact on their external landscape, and are more protected from external change and financial twists of fortune.

But for higher education institutions there is much more to take into consideration than the goal of organisational heft and security – there is a public service mission, and the institution’s values and culture, which may be best served by remaining the same size or pursuing only modest growth. And there is the administrative complexity and effort of undertaking major organisational change, when in some cases, institutional leaders argue, the benefits of scale can be realised through strategic collaboration rather than full merger.

While it may look from the outside like the UK has a puzzlingly large number of universities and other providers of HE compared to our geographical footprint and population, we’re not a global outlier in that regard. Prospective students enjoy a broad choice of large multi-faculty institutions with a wide range of extra-curricular services and opportunities, and smaller, cosier, and more specialist offerings – indeed, higher education policy in recent decades has trended towards increasing the numbers of higher education providers.

Yet at times of financial challenge, such as those the sector is currently experiencing, talk inevitably turns to mergers and whether the sector as a whole would be more resilient if merger or acquisition was a more readily available tool in the financial sustainability arsenal. And here lies what might be termed the merger paradox – financially healthy institutions tend not to see a need for mergers or be motivated to pursue one even where a strategic business case might be made; whereas financially distressed ones are less likely to be an appealing prospect for a merger partner.

In the case of both Writtle and St George’s, their governing bodies were astute enough to realise that their institutions would not thrive in the long term, and to start considering merger well before reaching a point of crisis.

Being financially challenged is not the primary driver to merge with another institution,” says Richard Mills, Director, Head of Finance Consulting and lead for public sector M&A for KPMG in the UK. “Returns on investment take a long time to realise, and sometimes things get worse before they get better. The driver has to be strategic fit – for higher education a merger needs to be about strengthening the academic portfolio, and you need to be really clear on the vision and strategy for the merged organisation.”

Having the strategy in place, and a plan for the legal and financial aspects of managing a merger is only the beginning. “You need to consider the implications of integrating systems, processes, and culture,” says Margaret Daher, Director and major higher education change specialist at KPMG. “The worst case scenario is a Frankenstein model of bolt-ons rather than one organisation emerging. The work of a merger is much greater than the initial negotiations and the creation of a new legal entity – but that initial work can be so consuming that you end up risking letting the dual running of two distinct entities under one institution become an unintentional status quo.”

City St George’s story

Elisabeth Hill, Deputy President and Provost at City St George’s, joined what was then City, University of London in September 2022, and was given responsibility for delivery – and realising benefits from – the planned merger with St George’s, University of London which was under discussion at that point.

The merger was very much about strategy, not finances,” says Elisabeth. “City has always been a University focused on business and professional practice. When Anthony [Finkelstein] took up his post as President he saw the potential to expand the range of professions that we serve to include broader aspects of health as well as medicine. Being a larger institution gives us greater capacity, greater resilience, and a greater opportunity across a breadth of disciplines to leverage interdisciplinary and multidisciplinary work internally and have a greater impact externally. All six of our academic schools already had some kind of interesting relationship with health and medicine so you could see how strengthening the breadth of health and medicine could align with City.”

At the very early stages of discussion, the governing bodies of both institutions had agreed some “red lines” – primarily to give security to the Council of St George’s that the institution’s long history would not simply be assimilated into City and disappear. The incorporation of St George’s into the new institution’s name was seen as essential, as was the idea that the merger was a combination of two universities rather than the incorporation of one by another, although it was agreed that in practice City’s structure and policies would become the reference point for subsequent work to establish the new institution.

Once it was clear that there was a strategic rationale and appetite to pursue merger for both Councils, a lot of “due diligence” work was required to make sure that the new institution would have the finances, and the expertise, to function and would be compliant in legal and regulatory terms. While neither institution felt itself to be in immediate financial peril, neither had the luxury of a financial cushion to support major investment, and it had to be clear that the combined finances of the two institutions would be sufficient both to fund the merger itself and to realise its planned benefits. Taking on space in the midst of a hospital site meant that City’s Council and executive team had to do a lot of work to establish risks and compliance expectations around estates maintenance and health and safety to ensure that they would not be putting City at risk as a result of the envisaged merger.

At this stage both institutions had to carefully manage their very distinctive relationship, i.e. having agreed to merge in principle, but not yet having merged. A tightly negotiated “transfer agreement” set out the conditions under which the merger would operate including the conditions whereby either party could legitimately back out and what information each was obliged to share, in some cases with reference to competition law. Also at this stage, work began with the Department for Education, Office for Students, Privy Council, and General Medical Council among others to work through the academic and legal governance issues of transferring powers and duties from one higher education institution to another. Further work was undertaken to understand the implications for students and prospective students and their likely response to the merger and any related impact.

A key thing was that there was little in terms of pre-defined process for dealing with a university merger of this type,” reflects Elisabeth. “At times it felt like we were making it up – albeit in a very thoughtful and evidence-informed way – as we went along. It was especially helpful to have people with insights from other sectors on our Council that we could draw on where useful or relevant in our sector and context. External bodies were very supportive, and we drew on significant external support, which is an absolute necessity in this kind of work. I don’t know how you could effect something like this without broader insight, guidance and expertise.”

Integration – two becoming one

The new City St George’s, University of London formally came into being on 1 August 2024, but the work of integration is ongoing. “We decided to leave most of the integration work until after the formal point of merger,” says Elisabeth. “By that time, we had been talking about merging for two years and there was a sense that some people were tired of the discussion and needed to see that it was really happening. And on a pragmatic level it is much easier to work through the integration challenges when everyone is under one metaphorical roof, there’s one vice chancellor, one senior team – so we judged that this approach would provide certainty and signal an ability to move forward, replacing uncertainty with certainty. Once we had access to all the detail of the information about St George’s programmes it also became clear that we weren’t going to have to deal with a lot of overlap, which was helpful because it meant we could deliver on a cultural expectation that we would respect the St George’s heritage, which by implication is fundamentally about the academic programmes and research.”

Key priorities for integration were about bringing together St George’s and City’s School of Health & Psychological Sciences into one academic unit, whose executive dean was appointed through an external recruitment process. There was also a mapping process to establish the university professional functions and roles, and assign some functions to the new school, and some to the university. An early priority was confirming directors of professional services for the merged institution, who were then tasked with managing the integration of their teams. This work is now underway.

While that integration work continues, Elisabeth points out that City St George’s like most universities, has a whole range of other strategic change agendas on the go, including portfolio review, curriculum management, creation of a student services hub, and replacement of some university professional services systems. There is also a root and branch review of professional services under way, looking at the location and effectiveness of roles and functions. That means it’s harder to attribute impact specifically to the merger process, but it’s also harder for people to blame the merger as the sole cause of unpalatable disruption.

There is active discussion at City St George’s Council about what above-baseline success measures for the merger should be. Some members of St George’s Council have joined an enlarged City St George’s Council and work is underway to establish the culture of the new institution and supporting processes, and the information needed by Council members to ensure their understanding of the combined institution and support informed decision making around strategic developments and operational priorities.

Institutionally, leadership continues to think on a day-to-day basis about the kind of integrated community it wants to have at the level of both school and university and what sorts of interventions will help people forge that community. Leaders are taking care to have visibility across all university campuses, putting effort into building relationships, undertaking more formal “road shows” to share strategy, hosting talks, and holding informal sessions with different staff groups. The two students’ unions have also merged – a separate merger in its own right – and continue to maintain an active presence on both sites, strengthening student representation and opportunities from the outset.

So what would Elisabeth say to another senior leader preparing for a merger? “It’s extremely intense, and for most people it starts outside your normal realm of expertise. You have to be prepared to run business as usual alongside all the additional work on merging, and you have to support staff and students to stay focused on the things they should be focusing on and not getting distracted either by opportunities for future alignment or deferring things to post-merger.”

Perhaps the most important lesson for any leader considering merger is having to be prepared to navigate the challenge of sticking to institutional and professional values while actually achieving what can be an intensely challenging process on a human level:

We always wanted to be respectful of context and history, to collaborate, be true to our values, and true to the commitments we made and the ethos of how the merger would be discussed and planned,” says Elisabeth. “But you can’t always be as collaborative as you might want to be – otherwise the risk is you fail to get to the point of merger agreement. At least one of the parties has to be pushing for progress and ensuring that decisions are made at any one time.”

Seven merger fundamentals

Having worked on the City St George’s merger, Margaret Daher and Richard Mills would strongly advise boards and executive teams to recognise that a merger is a serious strategic endeavour – it needs to be owned and delivered by resolute staff and managers. Their experience and studies of successful mergers highlights seven fundamentals which need to be got right, although they add that often these are still ignored.
1. Create and communicate a strong, clear vision. From the start, all staff should be informed of the compelling strategic rationale behind the merger, the transition process and the expected changes, and encouraged to engage in two-way feedback to increase the sense of involvement.
2. Select new leaders early and let them lead. By identifying and publicising the new leadership team, the merged entity can effectively cut links with past loyalties, provide clarity on leadership and lines of reporting, building cultural alignment and engagement.
3. Place an emphasis on integration planning. Having a robust and long-term post-merger integration plan is essential to overcoming fragmented ways of working, legacy structures and cultural issues, thereby reducing the risk of indefinitely dual running.
4. Do the due diligence. Giving proper consideration to short- versus long-term benefits, and carrying out robust due diligence to understand risks fully and test the plans will help the organisations set their sights on opportunities at an early stage, and incorporate anticipated issues into post-merger integration plans so they are monitored and addressed.
5. Win over stakeholders and develop cultural alignment. Staff are the people that make services happen, so it is vital to overcome any resistance to change. A comprehensive change management approach needs to be adopted, “change champions” should be chosen at an early stage, and given the responsibility and authority to influence and motivate their colleagues. Understanding cultural differences and how to achieve alignment is critical.
6. Develop both the structure and people. Make sure that the new merged organisation has the resources and the skills to manage the transition process by investing in suitable capability, as well as instituting structural and procedural changes such as mixed work schedules and cross-site working that can encourage collaboration and generate a new culture.
7. Have patience to achieve long term objectives. Mergers are highly challenging and integration is unlikely to happen quickly. To succeed every level of the organisation requires dedicated resources, experienced people, and strong pre- and post-merger planning, all of which take time to develop and deploy.
While there are obvious practical and cultural hurdles to overcome, what recent examples demonstrate is that with the right vision, case for change and supporting business rationale, a merger can be the strategic solution for long term sustainability.

This article is published in association with KPMG as part of our Radical Efficiency series. You can view other articles in the series here.
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January 27, 2025
Connect more: creating the conditions for a more resilient and sustainable HE sector in England

Despite it being the season of cheer, higher education in England isn’t facing the merriest of Christmases.

Notwithstanding the recent inflationary uplift to the undergraduate fee cap, the financial headwinds in higher education remain extremely challenging. Somehow, in the spring/summer of next year, the Secretary of State for Education is going to have to set out not only what the government expects from the sector in terms of meeting the core priority areas of access, quality and contribution to economic growth, but how it will deliver on its promise to put the sector on a long-term sustainable financial footing.

The overall structure of the sector in terms of the total number of providers of higher education and their relationships to each other might arguably be considered a second-order question, subject to the specifics of the government’s plans. But thinking that way would be a mistake.

The cusp of change

There are real and present concerns right now about the short term financial stability of a number of providers, with the continued increased risk that a provider exits the market in an unplanned way through liquidation, making the continued absence of a regime for administering distressed providers ever more stark.

But on a larger scale, if, as some believe, the sector is on the cusp of entering into a new phase of higher education, a much more connected and networked system, tied more closely into regional development agendas, and more oriented to the collective public value that higher education creates, then the thinking needs to start now about how to enable providers to take part in the strategic discussions and scenario plans that can help them to imagine that kind of future, and develop the skills to operate in the new ways that a different HE landscape could require. It is these discussions that need to inform the development of the HE strategy.

The Office for Students (OfS) has signalled that it considers more structural collaboration to be likely as a response to financial challenge:

Where necessary, providers will need to prepare for, and deliver in practice, the transformation needed to address the challenges they face. In some cases, this is likely to include looking externally for solutions to secure their financial future, including working with other organisations to reduce costs or identifying potential merger partners or other structural changes.

Financial challenge may be the backdrop to some of this thinking; it should not be the sole rationale. Looking ahead, the sector would be planning change even if it were in good financial health: preparing for demographic shifts and the challenge of lifelong learning, the rise of AI, and the volatile context for international education and research. Strategic collaboration is rarely an end in itself – it’s nice to work together but ultimately there has to be a clear strategic rationale that two or more providers can realise greater value and hedge more readily against future risks, than each working individually.

There’s no roadmap

In the autumn of 2024, Wonkhe and Mills & Reeve convened a number of private and confidential conversations with heads of institution, stakeholders from the sector’s representative bodies, mission groups, and regional networks, Board chairs, and a lender to the sector. We wanted to test the sector’s appetite for structural change; in the first instance assessing providers’ appetite for stepping in to support another provider struggling, but also attitudes to merger and other forms of strategic collaboration short of full merger. Our report, Connect more: creating the conditions for a more resilient and sustainable higher education system in England sets out our full findings and recommendations.

There is a startling dearth of law and policy around structural collaboration for HE; some issues such as the VAT rules on shared services, are well established, while others are more speculative. What would the regulatory approach be to a “federated” group of HE providers? What are merging providers’ legal responsibilities to students? What data and evidence might providers draw on to inform their planning?

We found a very similar set of concerns, whether we were discussing a scenario in which a provider is approached by DfE or OfS to acquire another distressed provider, or the wider strategic possibilities afforded by structural collaboration.

All felt strongly that the driving rationale behind any such structural change – which takes considerable time and effort to achieve – should be strategic, rather than purely financial. Heads of institution could readily imagine the possibilities for widening access to HE, protecting at-risk subjects; boosting research opportunities, and generally realising value through the pooling of expertise, infrastructure and procurement power. The regional devolution and regional economic growth agendas were widely considered to be valued enablers for realising the opportunities for a more networked approach.

But the hurdles to overcome are also significant. Interviewees gave examples of failed collaboration attempts in other sectors and the negative cultural perceptions attached to measures like mergers. There was a nervousness about competition law and more specifically OfS’ attitude to structural change, the implications for key institutional performance metrics, and a general sense that no quarter would be given in accommodating a period of adjustment following significant structural change. The risks involved were very obvious and immediate, while the benefits were more speculative and would take time to realise.

Creating conditions

We have arrived at two broad conclusions: the first being that government and OfS, in tandem with other interested parties such as the Competition and Markets Authority could adopt a number of measures to reduce the risks for providers entering into discussions about strategic collaboration.

This would not involve steering particular providers or taking a formal view about what forms of collaboration will best serve public policy ends, but would signal a broadly supportive and facilitative attitude on the part of government and the regulator. As one head of institution observed, a positive agenda around the sector’s collaborative activity would be much more galvanising than the continued focus on financial distress.

The second is that institutions themselves may need to consider their approach to these challenges and think through whether they have the right mix of skills and knowledge within the executive team and on the Board to do scenario planning and strategic thinking around structural change.

In the last decade, the goal for Boards has been all about making their institution stronger, and more competitive. While that core purpose hasn’t gone away, it could be time to temper it with a closer attention to the ways that working in a more collective way could help higher education prepare itself for whatever the future throws at it.

This article is published in association with Mills & Reeve. View and download Connect more: creating the conditions for a more resilient and sustainable higher education system in England here.

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December 16, 2024
Higher education in England needs a special administration regime

Extra government funding for the higher education sector in England means the debate about the prospect of an HE provider facing insolvency and a special administration regime has gone away, right?

Unfortunately not. There is no additional government funding; in fact the additional financial support facilitated by the new Labour government so far is an increase to tuition fees for the next academic year for those students that universities can apply this to. It is estimated that the tuition cost per student is in excess of £14K per year, so the funding gap has not been closed. Add in increased National Insurance contributions and many HE providers will find themselves back where they are right now.

It is a problem that there is no viable insolvency process for universities. But a special administration regime is not solely about “universities going bust.” In fact, such a regime, based on the existing FE special administration legislation, is much more about providing legal clarity for providers, stakeholders and students, than it is about an insolvency process for universities.

Managing insolvency and market exit

The vast majority of HE providers are not companies. This means that there is a lack of clarity as to whether current Companies and Insolvency legislation applies to those providers. For providers, that means that they cannot avail themselves of many insolvency processes that companies can, namely administration, company voluntary arrangements and voluntary liquidation. It is debatable whether they can propose a restructuring plan or be wound up by the court, but a fixed charge holder can appoint receivers over assets.

Of these processes, the one most likely to assist a provider is administration, as it allows insolvency practitioners to trade an entity to maximise recoveries from creditors, usually through a business and asset sale.

At best therefore, an HE provider might be able to be wound up by the court or have receivers appointed over its buildings. Neither of these two processes allows continued trading. Unlike administration, neither of these processes provides moratorium protection against creditor enforcement either. They are not therefore conducive to a distressed merger, teach out or transfer of students on an orderly basis.

Whilst it is unlikely that special administration would enable survival of an institution, due to adverse PR in the market, it would provide a structure for a more orderly market exit, that does not currently exist for most providers.

Protections for lenders

In addition to there being no viable insolvency process for the majority of HE providers, there is also no viable enforcement route for secured lenders. That is a bad thing because if secured lenders have no route to recovering their money, then they are not going to be incentivised to lend more into the sector.

If government funding is insufficient to plug funding gaps, providers will need alternative sources of finance. The most logical starting point is to ask their existing lenders. Yes, giving lenders more enforcement rights could lead to more enforcements, but those high street lenders in the sector are broadly supportive of the sector, and giving lenders the right to do something is empowering and does not necessarily mean that they will action this right.

Lenders are not courting the negative press that would be generated by enforcing against a provider and most probably forcing a disorderly market exit. They are however looking for a clearer line to recovery, which, in turn, will hopefully result in a clearer line to funding for providers.

Protections for students

Students are obviously what HE providers are all about, but, if you are short of sleep and scour the Companies and Insolvency legislation, you will find no mention of them. If an HE provider gets into financial distress, then our advice is that the trustees should act in the best interest of all creditors. Students may well be creditors in respect of claims relating to potential termination of courses and/or having to move to another provider, potentially missing a year and waiting longer to enter the job market.

However, the duty is to all creditors, not just some, and under the insolvency legislation, students have no better protection than any other creditor. Special administration would change that. The regime in the FE sector specifically provides for a predominant duty to act in the best interest of students and would enable the trustees to put students at the forefront of their minds in a time of financial distress.

A special administration regime would therefore help trustees focus on the interest of students in a financially distressed situation, aligning them with the purposes of the OfS and charitable objects, where relevant.

Protections for trustees

Lastly, and probably most forcefully, a special administration regime would assist trustees of an HE provider in navigating a path for their institution in financial distress. As touched on above, it is not clear, for the vast majority of HE providers, whether the Companies and Insolvency legislation applies.

It is possible that a university could be wound up by the court as an unregistered company. If it were, then the Companies and Insolvency legislation would apply. In those circumstances, the trustees could be personally liable if they fail to act in the best interest of creditors and/or do not have a reasonable belief that the HE provider could avoid an insolvency process.

Joining a meeting of trustees to tell them that they could be personally liable, but it is not legally clear, is a very unsatisfactory experience; trust me, this is not a message they want to hear from their advisors.

A special administration regime, applying the Companies and Insolvency legislation to all HE providers, regardless of their constitution or whether they are incorporated, would allow trustees to have a much clearer idea of the risks that they are taking and the approach that they should follow to protect stakeholders.

In the event a special administration was to be brought in, we would hope it would not need to be applied to a market exit situation. Its real value, however, is in bringing greater legal clarity for lenders and trustees and more protection for students, in the current financial circumstances that HE providers find themselves in.

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December 16, 2024