Plaintiff Empresas Cablevisión, S.A.B. de C.V. (Cablevisión) is a Mexican telecommunications company.  In late 2007, it borrowed $225 million pursuant to a credit agreement with defendants JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc. (together, JPMorgan) in order to fund the purchase of Empresas Bestel, which operated a large fiber optic network in Mexico.  Due to the tightening in the credit markets that preceded the 2008 credit crisis, JPMorgan was unable to syndicate the loan.  It eventually sought to assign 90% of the loan to Banco Inbursa, S.A. (Inbursa), a Mexican bank controlled by Carlos Slim Helu and his family, who also controlled a major Cablevisión competitor – Mexican telecommunications giant Telmex.  When Cablevisión refused to consent to the assignment, JPMorgan structured a loan participation agreement with Inbursa that gave Inbursa a 90% interest in the loan with many of the same benefits that it would have received through an outright assignment.  A critical aspect of this case is the distinction between an assignment of a loan, in which the assignee steps into the shoes of the original lender and has the right to deal directly with the borrower, and a loan participation, in which the purchaser of the participation shares only in the economic benefits of the loan, and the original lender continues to deal directly with the borrower.  Here, the credit agreement contained customary provisions requiring Cablevisión’s consent to any assignment of the loan, but permitted JPMorgan to sell participations in the loan without the Cablevisión’s consent.  Cablevisión sought to enjoin the JPMorgan-Inbursa participation agreement on the grounds that it was a de facto assignment masquerading as a participation in the loan and that the participation agreement violated the implied covenant of good faith and fair dealing embodied in the credit agreement.  Southern District Judge Jed S. Rakoff agreed, and issued a preliminary injunction prohibiting JPMorgan and Inbursa from proceeding with the participation agreement.  We review the facts of the case and the court’s analysis.