PRELIMINARY OFFICIAL STATEMENT IS DATED DECEMBER 8, 2017 NEW ISSUE—BOOK ENTRY ONLY Rating: “Ba1” See “RATING” herein. In the opinion of McCarter & English, LLP, Bond Counsel to the Issuer, assuming compliance by the New Jersey Economic Development Authority and Port Newark Container Terminal L.L.C. with certain tax covenants described herein, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”), the interest on the Series 2017 Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes, except as described in this Official Statement, but is an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Bond Counsel is further of the opinion that interest on the Series 2017 Bonds and any gain on the sale of the Series 2017 Bonds are excluded from gross income under the existing New Jersey Gross Income Tax Act. See “TAX MATTERS” in this Official Statement. $286,260,000* NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY SPECIAL FACILITY REVENUE AND REFUNDING BONDS (PORT NEWARK CONTAINER TERMINAL L.L.C. PROJECT), SERIES 2017 Dated: Date of Delivery Due: See Inside Front Cover The Bonds referenced above (the “Series 2017 Bonds”) are being issued by the New Jersey Economic Development Authority (the “Issuer”), and the proceeds thereof will be made available to Port Newark Container Terminal L.L.C., a Delaware limited liability company (the “Company”), pursuant to a Lease Agreement dated as of December 1, 2017 by and between the Issuer and the Company, to finance a project consisting of: (a) refunding the outstanding $125,000,000 New Jersey Economic Development Authority Special Facility Revenue Bonds (Port Newark Container Terminal L.L.C. Project) Series 2003, consisting of the $62,500,000 Series 2003A and $62,500,000 Series 2003B; (b) financing a portion of the costs of expansion, renovation, construction and equipping of the Port Newark Container Terminal at Port Newark, New Jersey; (c) funding a deposit to a debt service reserve fund securing the Series 2017 Bonds; and (d) paying certain costs incurred in connection with the issuance of the Series 2017 Bonds. See “THE PROJECT” and “APPLICATION OF BOND PROCEEDS” herein. The Series 2017 Bonds will be issued pursuant to an Indenture of Trust dated as of December 1, 2017 (the “Indenture”), by and between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”). The Company will unconditionally guarantee to the Trustee the full and prompt payment of the principal of and redemption premium, if any, and interest on the Series 2017 Bonds when and as the same become due and payable pursuant to a Guaranty Agreement dated as of December 1, 2017. See “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2017 BONDS” herein. The Series 2017 Bonds will be issued in denominations of $100,000 and any integral multiple of $5,000 in excess of $100,000; provided, however, that in the event the Series 2017 Bonds achieve an Investment Grade Rating (as defined herein), the denominations shall be reduced to $5,000 and any integral multiple thereof, and will bear interest payable April 1 and October 1 of each year, commencing on April 1, 2018, at the rates and will mature on the dates specified on the inside cover page of this Official Statement. The Series 2017 Bonds are subject to optional, mandatory sinking fund, extraordinary mandatory, special and extraordinary optional redemption as described herein. See “THE SERIES 2017 BONDS.” The Series 2017 Bonds will be issuable only as fully registered bonds, without coupons, and initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). See APPENDIX H hereto. THE STATE OF NEW JERSEY IS NOT OBLIGATED TO PAY, AND NEITHER THE FAITH AND CREDIT NOR TAXING POWER OF THE STATE OF NEW JERSEY IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR REDEMPTION PRICE, IF ANY, OF OR INTEREST ON THE SERIES 2017 BONDS. THE SERIES 2017 BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY OUT OF THE REVENUES OR OTHER RECEIPTS, FUNDS OR MONEYS OF THE ISSUER PLEDGED UNDER THE INDENTURE, THE COLLATERAL DOCUMENTS AND FROM ANY AMOUNTS OTHERWISE AVAILABLE UNDER THE INDENTURE AND THE COLLATERAL DOCUMENTS FOR THE PAYMENT OF THE SERIES 2017 BONDS. THE SERIES 2017 BONDS DO NOT NOW AND SHALL NOT EVER CONSTITUTE A CHARGE AGAINST THE GENERAL CREDIT OF THE ISSUER. THE ISSUER HAS NO TAXING POWER. AN INVESTMENT IN THE SERIES 2017 BONDS INVOLVES CERTAIN RISKS. For more complete information with respect to the security and sources of payment for the Series 2017 Bonds and certain risks with respect thereto, see “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2017 BONDS” and “RISK FACTORS” herein. This cover page contains certain information for quick reference only. It is not intended to be a summary of all factors relating to an investment in the Series 2017 Bonds. Investors should read this Official Statement in its entirely before making an investment decision. The Series 2017 Bonds are offered when, as and if issued by the Issuer and received by Wells Fargo Securities, LLC, as Underwriter, subject to prior sale and to approval of the validity thereof by McCarter & English, LLP, Newark, New Jersey, as Bond Counsel. Certain legal matters will be passed upon for the Company by its counsel, Cleary Gottlieb Steen & Hamilton LLP, New York, New York and DLA Piper LLP (US), Short Hills, New Jersey and for the Underwriter by its counsel, Ballard Spahr LLP, Cherry Hill, New Jersey. It is expected that the Series 2017 Bonds in definitive form will be available for delivery through the facilities of DTC on or about December __, 2017. Wells Fargo Securities Dated: December __, 2017. The information contained in this Preliminary Official Statement is subject to completion or amendment without notice. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to Under no circumstances shall this Preliminary to sell or the solicitation of an offer Official Statement constitute an offer contained in this PreliminaryThe information Official Statement is subject to completion or amendment without notice. prior of such jurisdiction. or qualification under the securities to registration be unlawful laws solicitation or sale would sale of these securities jurisdiction nor shall there be any in any in which such offer, buy * Preliminary, subject to change. $286,260,000* NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY SPECIAL FACILITY REVENUE AND REFUNDING BONDS (PORT NEWARK CONTAINER TERMINAL L.L.C. PROJECT), SERIES 2017 MATURITIES, AMOUNTS, INTEREST RATES AND YIELDS* Maturity Principal Interest CUSIP (October 1) Amount Rate Yield Number** 2021 $ 5,235,000 % % 2022 5,500,000 2023 5,775,000 2024 6,060,000 2025 6,365,000 2026 6,685,000 2027 7,015,000 Due: October 1, 2037; Principal Amount: $92,675,000; Interest Rate: ___%; Yield: ___%; CUSIP: _____ Due: October 1, 2047; Principal Amount: $150,950,000; Interest Rate: ___%; Yield: ___%; CUSIP: _____ * Preliminary, subject to change. ** CUSIP® is a registered trademark of the American Bankers Association (“ABA”). CUSIP data herein are provided by CUSIP Global Services, operated on behalf of the ABA by S&P Global Market Intelligence, a division of S&P Global Inc. The CUSIP numbers listed above is being provided solely for the convenience of Series 2017 Bondholders only at the time of issuance of the Series 2017 Bonds and none of the Issuer, the Company nor the Underwriter makes any representation with respect to such number nor undertakes any responsibility for its accuracy now or at any time in the future. The CUSIP numbers are subject to being changed after the issuance of the Series 2017 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Series 2017 Bonds or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of the Series 2017 Bonds. Terminal Location and Aerial View Investors should rely only on the information contained in this Official Statement. No one has been authorized to give any different information or to make any other representations. Neither the delivery of this Official Statement nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Issuer or the Company since the date hereof. These securities are not being offered in any state where the offer is not permitted. The Issuer neither has nor assumes any responsibility as to the accuracy of the information in this Official Statement (other than that under the headings “THE ISSUER” and “NO LITIGATION—The Issuer”). THE UNDERWRITER HAS PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF ANY OF THE SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. CERTAIN STATEMENTS CONTAINED IN THIS OFFICIAL STATEMENT DO NOT REFLECT HISTORICAL FACTS AND THEREFORE ARE, OR MAY DEEMED TO BE, “FORWARD LOOKING STATEMENTS.” FUTURE EXPECTATIONS, OUTCOMES AND EVENTS ARE DIFFICULT TO PREDICT.