Supplement dated February 23, 2017 to Preliminary Official Statement dated February 14, 2017 with respect to ALABAMA STATE PORT AUTHORITY $125,625,000* DOCKS FACILITIES REVENUE REFUNDING BONDS, SERIES 2017A (AMT), $13,950,000* DOCKS FACILITIES REVENUE REFUNDING BONDS, SERIES 2017B (NON-AMT), $7,910,000* DOCKS FACILITIES REVENUE REFUNDING BONDS, SERIES 2017C (NON-AMT), AND $133,260,000* DOCKS FACILITIES REVENUE REFUNDING BONDS, SERIES 2017D (TAXABLE) INTRODUCTION This Supplement is intended to supplement the Preliminary Official Statement, dated February 14, 2017 (the “POS”), relating to the issuance of the above-referenced bonds (the “Series 2017 Bonds”) by the Alabama State Port Authority (the “Authority”). All capitalized terms used in this Supplement and not defined herein shall have the meaning specified in the POS unless the context or use clearly indicates otherwise. This Supplement is not intended to be read alone. Instead, this Supplement is intended to be read in conjunction with the information contained in the POS. This Supplement is not intended to act as a substitute for or as a replacement of the information contained in the POS except as expressly provided herein. RECENT EVENT On February 21, 2017 an employee of the Authority inadvertently released sensitive personnel information, via an email, to an unauthorized recipient in response to a phishing email. The information released includes names, addresses, social security numbers and 2016 compensation information. No customer data was involved in this matter and the Authority’s systems were not compromised. The Authority has taken and continues to take steps to protect against adverse consequences to its employees and retirees, including notifying federal and state authorities and securing assistance for the affected personnel from an identity theft protection service, and is in the process of providing notice to the employees of the occurrence and of actions taken by the Authority and advice as to protective steps to be taken by the employees and retirees. Nevertheless, management expects that there could be instances of identity theft and adverse consequences to employees and/or retirees. While this incident will result in some near-term expenses, the Authority does not expect that this matter will result in a material adverse impact on the financial condition or operations of the Authority. ADDITIONAL INFORMATION For further information during the initial offering period with respect to the Series 2017 Bonds, contact Larry R. Downs, Secretary-Treasurer and Chief Financial Officer, Alabama State Port Authority, 250 North Water Street, Mobile, Alabama 36602 (telephone: (251) 441-7050). * Preliminary; subject to change. 03943645.2 PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY 14, 2017 NEW ISSUES (4) - BOOK ENTRY ONLY RATINGS (See Ratings herein): Underlying: S&P: A- (stable outlook) Fitch: A- (negative outlook) Insured: S&P: AA (stable outlook) In the opinion of Bond Counsel, under existing law as presently construed and administered and assuming compliance with certain covenants of the Authority, interest on the Series 2017A Bonds, the Series 2017B Bonds and the Series 2017C Bonds is excludable from gross income for federal income tax purposes, except that no opinion is expressed as to such exclusion of interest on any Series 2017A Bond or Series 2017B Bond for any period during which any such Series 2017A Bond or Series 2017B Bond is held by a person who is a “substantial user” of the facilities refinanced with the proceeds of such Series 2017A Bonds or Series 2017B Bonds, or a “related person”, both within the meaning of Section 147(a) of the Internal Revenue Code of 1986, as amended. Interest on the Series 2017A Bonds is an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Series 2017B Bonds and the Series 2017C Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporation; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. Interest on the Series 2016D Bonds is not excludable from gross income for federal income tax purposes. In the opinion of Bond Counsel, interest on the Series 2017 Bonds is, under existing law, exempt from Alabama income taxation. See “TAX MATTERS” herein with respect to other matters. ALABAMA STATE PORT AUTHORITY $125,625,000* $13,950,000* $7,910,000* $133,260,000* Docks Facilities Revenue Docks Facilities Revenue Docks Facilities Revenue Docks Facilities Revenue Refunding Bonds, Refunding Bonds, Refunding Bonds, Refunding Bonds, Series 2017A (AMT) Series 2017B (Non-AMT) Series 2017C (Non-AMT) Series 2017D (Taxable) Dated: Date of initial delivery Due: October 1, as shown on the inside cover The Series 2017A Bonds, the Series 2017B Bonds, the Series 2017C Bonds and the Series 2017D Bonds constitute separate series and are together referred to in this Official Statement as the “Series 2017 Bonds”. The Series 2017 Bonds are issuable as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, as described more particularly herein. Interest will be payable on the Series 2017 Bonds each April 1 and October 1, beginning October 1, 2017. The Series 2017 Bonds will constitute special, limited obligations of the Authority payable, as to principal, redemption premium (if any) and interest, solely out of certain revenues of the Authority pledged to the payment thereof as described herein. The Authority will reserve the right to issue additional parity and subordinate obligations subject to certain terms and conditions more particularly described herein. The Authority has no taxing power. The Series 2017 Bonds do not constitute obligations of the State of Alabama, and neither the full faith and credit nor the taxing power of the State of Alabama are pledged to the payment of the principal of, redemption premium (if any) and interest on the Series 2017 Bonds. The Authority cannot be sued to enforce payment of the Series 2017 Bonds or to enforce any other contractual arrangements. See “SECURITY AND SOURCE OF PAYMENT” and “RISK FACTORS”. For information on the tax status of the Series 2017 Bonds and certain other tax consequences arising with respect to the Series 2017 Bonds, see “TAX MATTERS”. The Series 2017 Bonds will be subject to redemption prior to their respective maturities as described herein. For a description of certain risk factors and other considerations involved in an investment in the Series 2017 Bonds, see “RISK FACTORS” and “DISCLAIMERS AND OTHER MISCELLANEOUS MATTERS”. The scheduled payment of principal of and interest, when due, on those Series 2017 Bonds maturing in 2023 and thereafter will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Series 2017 Bonds by Assured Guaranty Municipal Corp. FOR MATURITIES, AMOUNTS, RATES, PRICES, & INITIAL CUSIP NUMBERS, SEE INSIDE COVER. The Series 2017 Bonds are offered when, as and if issued, subject to approval of validity by Bond Counsel, Hand Arendall LLC, Mobile, Alabama. Certain legal matters will be passed on for the Authority by its counsel, Hand Arendall LLC, Mobile, Alabama. Certain legal matters will be passed on for the Underwriters by their counsel, Maynard, Cooper & Gale, P.C., Birmingham, Alabama. It is expected that the Series 2017 Bonds in definitive form will be available for delivery through the facilities of The Depository Trust Company in New York, New York, on or about ___________ ___, 2017. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. Citigroup Harbor Financial Services, LLC UMB Bank, N.A. SunTrust Robinson Humphrey The date of this Official Statement is _____________. This Preliminary Official Statement and the information herein is subject to change, completion, and amendment without notice. A definitive Official Statement will be made available prior to the delivery of these securities. See “INTRODUCTION– See deliveryto the prior securities. of these available be made Statement will Official definitive A notice. without This Preliminaryand amendment completion, change, to is subject herein information the and Statement Official any sale of these securitiesany jurisdiction nor shall there be in buy, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer Changes to the Preliminary Official Statement constitute an offer Official Statement”. prior of such jurisdiction. or qualification under the securities to registration be unlawful laws solicitation, or sale would in which such offer, * Preliminary; subject to change. ALABAMA STATE PORT AUTHORITY $125,625,000* Docks Facilities Revenue Refunding Bonds, Series 2017A (AMT) MATURITIES, AMOUNTS, RATES, PRICES & CUSIP NUMBERS Maturity Principal Amount Interest Rate Price or Yield CUSIP 2017 $2,135,000 2023** 7,065,000 2024** 7,420,000 2025** 7,790,000 2026** 8,180,000 2027** 8,420,000 2028** 8,840,000 2029** 9,280,000 2030** 8,805,000 2031** 10,440,000 2032** 10,965,000 2033** 11,510,000 2034** 12,090,000 2035** 12,685,000 _______________________________ $13,950,000* Docks Facilities Revenue