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The Initial Interaction Meeting provides a formalopportunity for HLC, after having reviewed theInitial Interaction Submission, to learn more aboutthe parties’ intentions, including the status of anynegotiations, the parties’ communications withother agencies, and the parties’ planned steps forimplementation.The Initial Interaction Submission and Meetingprocess allows HLC to provide the institution(s)with an initial assessment of the applicability of HLCpolicies, including what form of review will applybased on the expected complexity of the proposedchange.Following the Initial Interaction Meeting, HLC willprovide the institution(s) with a letter that sets forthHLC’s initial assessment of the level of review andthe timeline for review based upon receipt of theinstitution’s application for Change of Control, and aninitial estimate as to when the Board of Trustees mayconsider the application.Step 3: Application SubmissionA Change of Control application explains theproposed Change of Control, any potential impacton the institution, its ability to continue meetingthe Criteria for Accreditation following completionof the Change of Control and any information thatis pertinent to understand legal, financial and stateregulatory underpinnings that may be required.More information about the contents of theapplication is under Materials for Applicationon page 6.Note: HLC reserves the right to schedule an InitialInteraction Meeting with an institution that skipsSteps 1 and 2 of the application procedure. In thecase that an institution bypasses Steps 1 and 2, HLCwill provide an assessment of the level of review andtimeline for review after conducting an initial reviewof the application.Submission of an application for Change of Control doesnot dictate the timeline for review.INST.F.20.070 and INST.F.20.080). The applyinginstitution and any other parties expected to havefuture involvement in a proposed Change of Controlshould work together to provide information thatdescribes the institution after the Change of Controloccurs. (For example, the projections for enrollmentor the business plan should be provided by a buyeror should be reviewed and endorsed by a buyer.)Significant changes to information provided to HLCin the course of the review could result in a delay ofBoard action.Information regarding compliance with HLC’sEligibility Requirements and Criteria for Accreditation,must address an institution’s compliance after thetransaction, not its compliance at the time of theapplication or its last comprehensive evaluation.Peer reviewers, assisted by HLC, will review thesematerials and may request additional information tobetter assess the projected impact of the change.All institutional materials must be submitted athlcommission.org/upload. Materials should not beemailed or mailed.The application, must be submitted in accordancewith HLC guidelines and requirements, must bethorough and contain all documents necessary toexplain the proposed Change of Control and theexpected effect on the accredited institution. Thelist of sample materials provided on page 6 is neithera universal nor exhaustive list of requirements. Theinstitution may need to submit information not listedto establish that the Change of Control applicationmeets the Key Factors. In other cases, not allmaterials may be applicable.Importantly, HLC’s review of a Change of Controlapplication is not intended to replicate or re-examineany institution’s (or other party’s) due diligence, or toconfirm the wisdom of pursuing a particular Changeof Control. The onus is on the applying institution toexercise judgment in determining what information isgermane to HLC’s quality assurance as an institutionalaccreditor evaluating the impact of the Change ofControl on the institution as a whole.Submissions that do not conform to guidelines maybe rejected and the institution will be required toresubmit its application.The application must address the Key Factors forapproval as detailed in HLC policies (INST.B.20.040,4September 2020 Official HLC Procedure Contact: legalaffairs@hlcommission.org

HLC will not initiate the review process forany Change of Control until it determines thatthe application is complete. HLC reserves theauthority to reassess its determination of thelevel of complexity and/or timeline of a reviewbased on the application.Step 4: Review of the Application, Change of Control EvaluationAn application for Change of Control requiring Boardapproval also requires additional review known as aChange of Control Evaluation. A Change of ControlEvaluation can take the following forms: A two- to three-day campus visit that includesan onsite team led by peer reviewers (Change ofControl Visit). A panel review of the application led by peerreviewers (Change of Control Panel).All Change of Control Evaluations include consultationwith and support from HLC and may include externalexperts (such as transactional attorneys or corporatefinance experts). All Change of Control Evaluationsresult in the issuance of a Change of Control Report.Step 5: Change of Control ReportA Change of Control Report is prepared by thepeer reviewers and provides an assessment of theproposed Change of Control and advises the Board asto any potential concerns expected to arise after thecompletion of the Change of Control.Step 6: Institutional Response (and Supplement toChange of Control Application, if applicable)The institution will receive the final Change of ControlReport and have 14 calendar days to respond. In itsresponse, the institution should address any concernsraised in the report as well as provide any correctionsof errors of fact. The response will be provided tothe Board with the application and Change of ControlReport. Any institutional response or supplement tothe Change of Control application if new informationmaterial to the Board’s consideration is available, isdue no later than eight weeks in advance of the Boardmeeting.5Step 7: Board DecisionThe Board will consider the Key Factors articulatedin policy in determining whether to approve anapplication for Change of Control. If the Boarddetermines that the application does not meet one ormore of the Key Factors, the Board will not approvethe application.The Board has several options including, but notlimited to, the following: Approve the proposed Change of Control withor without conditions, such as limitations on neweducational programs, student enrollment growth,development of new campuses or additionallocations (no condition would alter an institution’saccreditation status). Defer consideration of the proposed Change ofControl until the next scheduled Board meetingpending receipt of additional information or actionby a third party. Require additional review through the EligibilityProcess or a Change of Control Evaluationregarding whether the proposed Change ofControl constitutes the creation of a newinstitution that bypasses ordinary processes forseeking accreditation. Deny the proposed Change of Control.Following the Board decision, HLC will send an actionletter to the institution and the U.S. Department ofEducation. The Board’s action will also be included inthe list of Board actions available on HLC’s website. Inthose circumstances where the proposed Change ofControl is highly publicized, HLC may, at its discretion,post a Public Statement on its website. As requiredby HLC policy, any denial of a proposed Change ofControl will result in a Public Disclosure Notice beingposted on HLC’s website. The next steps for theinstitution depend on the action taken by the Board: In the event of approval or approval withconditions: See Steps 8 and 9. In the event of additional review throughthe Eligibility Process or a Change of ControlEvaluation: The Board will set forth the purposeand timeline for this review, and the results of theadditional review will be available to the Board at asubsequent meeting.September 2020 Official HLC Procedure Contact: legalaffairs@hlcommission.org

In the event of deferral: The Board will outlinethe specific information it requires and will set atimeline for the submission of that information andthe Board’s review of the Change of Control. In the event of denial: Denial of a Change ofControl is not an adverse action and is thereforenot subject to appeal. An institution denied aChange of Control may resubmit its request forapproval after six months from the date of theBoard’s denial. However, it will be treated as a newrequest, subject to the same processes and fees asthe previous review. HLC will provide a timetablefor consideration of the new application at thetime of submission, unless explicitly waived by theBoard.A Board action denying an application forChange of Control represents a refusal to extendaccreditation to the institution if the Change ofControl is consummated.Should a Change of Control close without priorapproval of the Board when required, HLC policyINST.B.20.040 articulates consequences, up to andincluding withdrawal of accreditation.Step 8: Institutional Acknowledgement andTransaction ClosingIf the Board approves the transaction (with orwithout conditions), the institution and other partieshave 14 calendar days after receipt of the action letterto indicate in writing that they accept the approvaland any conditions. If the institution and other partiesdo not respond in writing to accept or decline theapproval and any conditions, the Board may act torescind approval. The action to rescind approval maybe taken through a regularly scheduled or specialmeeting of the Board as provided for in HLC’s Bylaws.The Board’s action may designate an effective date ofapproval of a Change of Control provided that sucheffective date will be not later than 30 days from thedate of Board action.The institution must also notify HLC in writingwithin 24 hours when the Change of Control occurs.HLC policy and federal regulation require that thetransaction close within 30 days of the date of theBoard’s approval. If the institution is not able to closethe action within 30 days of the Board’s approval,6the institution should indicate this in its application orshould contact HLC for further guidance.Additionally, if the transaction involves the terminationof an institution’s affiliation with HLC, the institutionwill need to formally resign its accreditation with HLCat the time of the transaction closing. Institutionsshould consult HLC Policy INST.B.30.010: Terminationof Membership or Accreditation and the applicableprocedure for more information.Step 9: Subsequent Evaluation; Post-Change of Control VisitHLC will conduct a focused visit, or other evaluationas determined by the Board, to the institution withinsix months of the completion of the approved Changeof Control. This visit will verify that the institutioncontinues to meet HLC’s Criteria for Accreditation andEligibility Requirements, that it is making appropriateprogress on any concerns identified as part of thereview, and that it is fulfilling any commitments it madeto HLC as part of the recommendation and approvalprocess. Additionally, the next comprehensiveevaluation will take place no more than five years aftersuch completion.MATERIALS FORAPPLICATIONAll applications should be submitted as a singlePDF document that includes section headings andbookmarks, with titles, for navigation. All documentsand exhibits should be named in a List of Exhibits/Tableof Contents that is included as a page in the applicationimmediately after the General Introduction. EachExhibit should be numbered (e.g., Exhibit 1, 2, 3, etc.).Applications may not contain links to external sitesor documents. If the institution elects to includesupporting materials as appendices, these should belabeled and bookmarked. All applications for Changeof Control must be submitted to HLC at hlcommission.org/upload. An institution with any questions regardingthe documents for a Change of Control Application isencouraged to contact legalaffairs@hlcommission.org.A. GENERAL INTRODUCTIONThe introduction provides a narrative description ofthe change, including the nature of the transaction,September 2020 Official HLC Procedure Contact: legalaffairs@hlcommission.org

names and addresses of all relevant parties, the nameof the institution, the institution’s standing withits other U.S. Department of Education recognizedaccreditors, the name of the parent corporation orsubsidiary entities that have a controlling relationshipwith the institution, any other institutions that are apart of the transaction and their relationship to U.S.Department of Education recognized accreditingagencies, any required internal or external approvalsand anticipated dates of those approvals, and theprojected closing date of the transaction. Thisinformation should provide readers with a broadoverview of what change is proposed and how thecontrolling party intends to transform the institutionsubsequent to the Change of Control. This sectionshould be no more than 10 pages.B. LEGAL, FINANCIAL AND STATE REGULATORY DOCUMENTSAn institution’s application should include thefollowing documents and any additional documentsthat are appropriate for the nature of theproposal and that provide information relevant tounderstanding the effect of the Change of Controlon the institution. If a transaction will occur at thelevel of a parent corporation or a subsidiary of aparent corporation holding a controlling relationshipto the institution, include documents relevant tothe outcome for the accredited institution as well asdocuments that explain the changes in the parent orother entity.Begin this section with a short introduction thatdescribes what documents from this list are includedin the application and what documents from this listare not relevant to the proposal and therefore are notincluded in the application. These documents, to theextent applicable to the proposal, must be submitted.In all cases, any documentation submitted mustaccurately represent all of the terms that are materialto HLC’s evaluation as detailed in HLC policies.References to “the transaction” in the followinglist mean the Change of Control described in theapplication:1. Contract of sale or transfer, or purchaseagreement, including all attachments, exhibitsand related agreements or merger agreement.72. Revised or new Articles of Incorporation,Articles of Merger, etc., arising out of thetransaction. Institutions must include the Articlesof Incorporation for any buyer, its relatedcorporations, and related investors.3. New or revised corporate documents includingCorporate Bylaws, Operating Agreement (LLC),Partnership or Joint Venture Agreement, etc.arising out of the Change of Control. Institutionsmust include the Bylaws for any buyer, its relatedcorporations, and related investors.4. For stock-related transactions, relevant filingscompleted with the Securities and ExchangeCommission (SEC) including the S-1 and the 8-K.5. Pre-acquisition packet filed with the U.S.Department of Education (if filed) andinformation filed with the relevant state highereducation agencies.6. Pre-acquisition review letter issued by the U.S.Department of Education (if available) and letterof approval from state higher education agencyor a letter from such agency explicitly indicatingthat approval is not required.7. Financial information to include the most recentexternal audit, current budget, Form 990, andsix months of cash statements for any buyer, forthe institution, and for any parent corporationor for a subsidiary holding a controlling interestor other relationship with the accreditedinstitution. Buyers and institutions that arefor-profit entities should submit two years offederal income tax forms for their corporationand related corporations under the same parententity. Investors or other third parties must alsoprovide their most recent external audit and taxreturn. If they do not have an audit, they mustprovide third-party verification from a bank orother source documenting the funds to supportthe transaction and other funds to support anyinvestment to be made in the institution withinthe first year subsequent to the closing of thetransaction.8. Organizational chart showing the institution, anyparent or holding companies, governing boards,and key administrators at all levels currently inplace and as anticipated by the transaction. Suchcharts should outline the relationship betweenSeptember 2020 Official HLC Procedure Contact: legalaffairs@hlcommission.org

the accredited institution and the corporatestructure after the close of the transaction.9. Lists of key administrators and governingboard members, including qualifications anddisclosure statements, at the institution and ateach corporate level senior to the institutionsubsequent to the transaction. Identify any hiringor recruiting that must be done at these levels asa result of the transaction.10. If the buyers own any other institutions of highereducation not accredited by HLC, the recordsof those institutions with their institutionalaccreditors or quality assurance agency during thepreceding ten years.11. If the transaction involves including institutionalassets from an institution accredited by anotheraccreditor that is not HLC, the institution notaccredited by HLC will need to provide itsaccreditation files with the other accreditor forthe ten years preceding the proposed transaction.This institution will also need to complete aseparate Eligibility Filing and submit it with theapplication.12. If an institution accredited by HLC is seeking toincorporate a separately accredited (by HLC oranother U.S. Department of Education recognizedaccreditor), free-standing institution under itsHLC accreditation, it will need to include a branchcampus substantive change application with theapplication for Change of Control.13. If an institution accredited by HLC anticipatesoffering new academic programs that representa significant departure from its existing academicofferings after the Change of Control, it will needto include a new program(s) substantive changeapplication with the application for Change ofControl.14. If the institution forms a relationship withan entity that has no corporate or financialrelationship with the institution to performcertain services, documentation is requiredspecifically describing the services to be providedby the services provider, the costs thereof andhow those costs will be financed.15. If the institution works with other relatedaccredited institutions to pool or consolidateservices into another related entity that may be8another corporation or may be a division of oneof the institutions, documentation is requiredspecifically describing the structure of the entity,the services it provides, the costs thereof andhow those costs will be financed.16. If the institution has a parent or affiliatedcorporati

the granting of a security interest); 2.Merger or consolidation of an institution with one or more institutions or entities. This includes the consolidation of an institution not accredited or in candidate status with HLC into the structure of an institution holding status with HLC; 3.The division of the member institution into one