The encyclopedia · Finance & Accounting · Legal decision · 1997–1998
Cendant faked $500M in revenue — the merger unraveled and $14B in market cap vanished
CUC inflated revenue by $500M before merging with HFS to form Cendant. When the fraud was exposed, the stock crashed from $41 to $12. The VP got 10 years.
Cendant · 1998-04-15
What happened
Cendant Corporation was formed on 18 December 1997 by the merger of HFS (Hospitality Franchise Systems) and CUC International. Just four months later, in April 1998, Cendant uncovered massive accounting fraud at CUC. Vice Chairman E. Kirk Shelton and the former CUC management team had been fraudulently inflating revenue for years.
Shelton inflated CUC's revenue by $500 million over three years. He reported a 1997 net income of $55.4 million when the true result was a loss of $217.2 million. When the fraud was announced, Cendant's stock tumbled from $41 to nearly $12, destroying $14 billion in market capitalization. It was one of the largest accounting frauds of the 1990s.
Shelton was indicted in March 2001 and sentenced to 10 years in prison, serving 8 years before being released for exemplary behavior. Walter Forbes, CUC's founder and CEO, was forced to resign. The case became a textbook example of how merger due diligence can fail when the target company's books are fraudulent.
Why it happened
- CUC inflated revenue by $500M over three years, reporting a profit of $55.4M when the true result was a $217.2M loss. The fraud was hidden from HFS during the merger.
- When the fraud was exposed, Cendant's stock crashed from $41 to $12, wiping out $14B in market cap. VP Shelton got 10 years in prison. The merger was a disaster.
The lesson
A merger is only as good as the books both sides bring to the table. Cendant bought CUC for its revenue — and got $500M of fiction that cost $14B in market cap.
Sources
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