Background About the Merger

In 2017, the board declared a financial emergency. Over the next four years, trustees reviewed, considered, and endorsed various initiatives in an effort to reverse declining enrollment and declining net revenues. Yet enrollment nevertheless declined 40% between 2010 and 2020, the opposite of what Mills needed in order to reach a stable financial position and sustain its educational mission. In the spring of 2021, facing both the prospect of admitting a first-year class for fall 2022 that the College could not support through the years required for completion of their degrees and another projected cash deficit, the board approved the preparation of a teach-out plan for current students and pursuit of partnership options for the College. After the announcement of that decision, additional partnership options arose. The president and her administration organized and studied those options for the board to analyze. After extensive study and hearing input from the faculty governing body, staff, students, and alumnae, the board chose to pursue the opportunity offered by Northeastern University.

No, net revenues have not permitted the College to invest in its people, programs, and campus or support College operations. In recent years, as the College’s capacity to borrow contracted, Mills took extraordinary measures to raise revenue to address structural deficits. These measures involved relying on both unrestricted bequests and one-time monetization of campus assets, including the sale of IP addresses, cell phone tower leases, and precious, irreplaceable special collections items, to cover operating expenses. Without those measures, and without federal COVID-19 relief that is also unlikely to be repeated, the College’s cash position would have been far worse.

President Hillman, a committee of trustees, College Officers, and legal counsel experienced with higher education transactions negotiated the agreement. President Hillman shared all relevant details and terms with trustees well in advance of meetings, leaving extensive time for questions and review.

Trustees reviewed all proposals from potential partners, compared and contrasted the opportunities, and made informed decisions on the path forward for Mills College.

The board heard from many experts and consultants between 2010 and 2020, and all financial information was shared with trustees and analyzed.

Yes; see the statement of support voted on and approved by the Mills College faculty in September 2021, along with other statements of support. A prior resolution questioning the leadership of the College involved a contested vote that occurred prior to the Board deciding to enter into a merger agreement with Northeastern.

The Mills College faculty was consulted by the administration and Board of Trustees in every major financial decision made in recent years, and was represented on board committees, including the finance and resources and sustainability committees. Key decisions on which faculty were consulted include: the articulation of a financial stabilization plan that followed a 2017 public declaration of financial emergency, decisions to sell treasures of the College to cover operating expenses, and the decision about which partnership opportunity to explore further in the spring and summer of 2021. Faculty were also deeply involved in long-term partnership development with UC Berkeley and in the development of a plan for a new Mills Institute.

Yes, conversations with many different possible partners ensued over the past decade, including potential corporate, nonprofit, and educational partners, in full view of the Board of Trustees. The president and board chair communicated decisions to the Mills community after each significant action.

Yes. President Hillman and her leadership team kept the board informed on all aspects of the evolving financial situation of the College and the proposal for the merger with Northeastern. She sought trustees’ advice and guidance and responded to all trustee questions. Ample time was allocated for discussion. In addition to the full board review of financial data, the Resources and Sustainability Committee reviewed detailed financial information, asked questions, and made recommendations. All financial information presented to the Resources and Sustainability Committee as well as the Audit and Enterprise Risk Committee was posted on the trustee web portal. In addition, all trustees could attend committee meetings to hear discussions and ask questions.

Yes. All financial information presented to the Resources and Sustainability Committee as well as the Audit and Enterprise Risk Committee was posted on the trustee web portal. In addition, all trustees could attend committee meetings to hear discussions and ask questions.

No, because Mills never entered a merger agreement intended to take effect in the summer of 2023. Mills College made its initial teach-out announcement in March 2021 because of projections that showed its financial position would not allow it to support students for more than two years at most. The College’s projections of operating costs depended on one-time revenues and potential support from partners as well as other variables that change over time. At that time, Mills was still reckoning with the revenue implications of the pandemic and continuing its lengthy negotiations with UC Berkeley for a potential transaction. Subsequent negotiations with Northeastern University allowed Mills to offer current students many degree pathways with no additional out-of-pocket costs for tuition and fees, a comparable financial aid package, and no end date for degree completion. Those negotiations also identified July 1, 2022, the start of a new fiscal and academic year, as the target date on which the merger will be effectuated.

Mills College is in good standing with WSCUC, a tribute to the quality and hard work of Mills faculty and staff and a positive factor in enabling a successful merger with Northeastern University. After announcing Mills’ reaccreditation in February 2020, WSCUC scheduled a special visit for fall 2023 to assess Mills’ financial stabilization plan, staffing and technological support for students with disabilities, under-staffing and faculty workload, and student retention efforts. Mills College at Northeastern University will be accredited by the New England Commission on Higher Education (NECHE).

The Mills College endowment, as of February 28, 2022, is valued at approximately $204.7 million. Most of the Mills endowment consists of funds that are restricted to purposes specified by donors with limits on how much can be spent over a specified time period. As such, Mills is not free to use without limitation endowed funds to cover general operating losses or liquidity needs. After the merger, the Mills endowment will continue to be used for the purposes it is intended to support. Donor intent will be honored.

Mills College has many dedicated and generous donors. Its number of donors, and the number of larger gifts, however, have declined over time as the demographics of students have shifted to a more socioeconomically diverse group and enrollment has declined. In addition, the number of causes and nonprofit organizations soliciting support has dramatically increased over recent years, and Mills must compete on a crowded philanthropic playing field. The College has long sought donor support from not only alumnae, but also non-affiliated individuals, foundations, and other sources of donations and grants. Without the support of its donors, the College would not be in a position to seize the opportunity to join Northeastern. Mills looks forward to offering its generous supporters the chance to make an even greater impact through the Mills Institute and Mills College at Northeastern University.

The Mills Institute has evolved over time from a tool to sustain Mills’ name and impact if the College had closed to an essential element of the Mills College merger with Northeastern. Mills College at Northeastern University will continue to offer degrees, while the Mills Institute will sustain Mills’ legacy in women’s leadership and social justice, here in East Oakland and across Northeastern’s global network. Learn about the Mills Institute.

Yes, Northeastern will assume Mills’ liabilities and assets upon the merger.  Those liabilities include the College’s debt, which includes outstanding bonds owed to the College’s primary creditor, a debt to Northeastern itself, which through a loan is funding Mills College’s operating losses in addition to Mills’ other debts during this year of planning for the merger, and a loan from the Alumnae Association of Mills College (AAMC).

Future costs involve addressing deferred maintenance, including addressing seismic, sustainability, and accessibility needs, as well as paying off existing debts. At the start of FY22, Mills owed $24 million in bonds and $5 million in a revolving line of credit to First Republic Bank and $2 million to its alumnae association. The College also anticipated an operating loss for FY22 of approximately $30 million.

Our mission is education, and higher education institutions need students. Northeastern University received more than 91,000 applications for the undergraduate class that will begin in fall 2022. In contrast, Mills College’s enrollment declined 40% between 2010 and 2020 despite extensive enrollment and recruiting initiatives. Northeastern’s endowment market value is approximately $1.47 billion, a substantial portion of which is unrestricted, which means Northeastern has flexibility in how it uses its endowment funds. By every industry measure—higher education ratios, credit ratings, federal standards, liquidity, student demands, research activity and funding, and more—Northeastern’s financial strength exceeds that of Mills College.

Estimating the value of the land and buildings on a campus is difficult because it depends on so many factors, including potential uses, land-to-building ratio, quality of construction, market conditions, and underlying vulnerabilities such as seismic resilience, environmental sustainability, and deferred maintenance. For many years, Mills has analyzed and pursued potential development of the campus as a means to generate revenue for its academic activities, but it found the proposed returns insufficient to warrant the considered projects. Efforts to share the campus with other, mission-aligned institutions have generated relatively low net revenue, leaving Mills unable to invest in infrastructure repair and improvement.

In June 2021, during a period of uncertainty about the future of Mills College, alumnae trustees filed suit seeking access to extensive information about the College’s finances and discussions with potential partners. The AAMC helped to fund and sought to join that suit. The lawsuit resulted in the production and disclosure of over 21,000 pages of documents to the plaintiff trustee. In February 2022 the court granted the parties’ joint request to dismiss the lawsuit without prejudice.

No, the court required the College to release documents and information to the plaintiff trustee.

No. The lawsuit led to the release of thousands of pages of documents (including emails and details that trustees would not ordinarily review in the course of exercising their fiduciary responsibilities) that were consistent with documents already available to all trustees. All trustees had access to consistent, regular, and thorough updates and analyses of the College’s financial situation. The Board of Trustees declared a financial emergency in 2017 and exercised close oversight over the College through committees, audits, and other outside reviewers before, during, and after the partnership negotiations in 2021.