This paper explores the complex mix of rationales behind major change initiatives in the Swedish higher education sector. In three case studies, the paper investigates how changes are motivated, communicated and made sense of by higher education institutions. The cases show that the external drivers, related to the need for quality improvement, resource accumulation and reputation-building, are highlighted in the official communication by the institutional management. Interviews with various internal and external stakeholders reveal additional, internal rationales such as economic rationalization opportunities and the personal motives of individuals. It is argued that the notion of legitimacy is fundamental to the understanding of this mix of rationales. References to the state and the EU are frequent and so are similar comparable universities and the need to adapt to globally circulated ideas. Furthermore, administrative rationales are not enough to make a change process legitimate in these cases. A grander, structural rationale related to quality and reputation is also perceived to be required.