April 29, 2016 - An investor in shares of Cresud S.A.C.I.F. y A. (ADR) (NASDAQ: CRESY) filed a lawsuit in the U.S. District Court for the Southern District of New York over alleged violations of Federal Securities Laws by Cresud S.A.C.I.F. y A. in connection with certain allegedly false and misleading statements made between May 13, 2015 and December 30, 2015.
Cresud S.A.C.I.F. y A is the majority owner of IRSA Inversiones y Representaciones Sociedad Anónima (“IRSA”). Dolphin Netherlands B.V. (“Dolphin”) is a subsidiary of IRSA.

According to the complaint the plaintiff alleges on behalf of purchasers of Cresud S.A.C.I.F. y A. (ADR) (NASDAQ: CRESY) common shares between May 13, 2015 and December 30, 2015, that the defendants violated Federal Securities Laws. More specifically, the plaintiff claims that between May 13, 2015 and December 30, 2015, the defendants issued allegedly false and misleading statements to investors and/or failed to disclose that Dolphin does not adequately qualify as a Venture Capital Organization, and therefore, IDB Development Corporation Limited’s (“IDBD”) $6.7 billion net debt should be consolidated with IRSA’s financial statements, that as such, Cresud’s financial statements failed to consolidate IDBD’s $6.7 billion net debt, that IRSA’s impending consolidation of IDBD’s debt would violate IRSA’s Global Notes Indenture, as IRSA would be in breach of the “Incurrence of Additional Indebtedness” covenant, which prohibits its EBITDA to interest coverage ratio to be less than 1.75x; and that as a result, the Company’s public statements were materially false and misleading at all relevant times.

On November 19, 2015, Spruce Point Capital Management published a report asserting, among other things, that IRSA Inversiones y Representaciones S.A is keeping ~$7 billion of net debt off its books by not consolidating its controlling investment in Israel's IDB Development Corp., and that IRSA Inversiones y Representaciones S.A may therefore be in violation of its debt covenant under its existing US$300m Global Bond indenture that requires it to maintain an EBITDA/Interest coverage of 1.75x.