Delaware River Joint Toll Bridge Commission Preliminary Official Statement Dated February 7, 2017

Delaware River Joint Toll Bridge Commission Preliminary Official Statement Dated February 7, 2017

PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY 7, 2017 NEW ISSUE — BOOK-ENTRY ONLY Ratings: Moody’s “A1” S&P “A” Fitch “A+” See “RATINGS” herein In the opinion of Co-Bond Counsel, interest on the Series 2017 Bonds (including interest in the form of original issue discount properly allocated to a holder thereof) is excludable from the gross income of the holders of the Series 2017 Bonds for purposes of federal income taxation under existing statutes, regulations, rulings and court decisions, subject to the conditions described in “TAX MATTERS – Federal Tax Exemption” herein. Interest on the Series 2017 Bonds will not be treated as an item of tax preference for purposes of determining either individual or corporate alternative minimum taxes; however, such interest is taken into account in computing the alternative minimum tax for certain corporations and may be subject to certain other federal taxes affecting corporate holders of the Series 2017 Bonds. Under the laws of the Commonwealth of Pennsylvania, as enacted and construed on the date hereof, the Series 2017 Bonds are exempt from Pennsylvania personal property taxes, and the interest on the Series 2017 Bonds is exempt from Pennsylvania income tax and Pennsylvania corporate net income tax and any profits, gains or income derived from the sale or transfer of the Series 2017 Bonds shall be free from taxation in the Commonwealth of Pennsylvania. Under existing law, interest on the Series 2017 Bonds and net gains from the sale of the Series 2017 Bonds are exempt from the tax imposed by the New Jersey Gross Income Tax Act. For a more complete discussion, see “TAX MATTERS” herein. $437,805,000* DELAWARE RIVER JOINT TOLL BRIDGE COMMISSION (Pennsylvania - New Jersey) Bridge System Revenue Bonds, Series 2017 Dated: Date of Delivery Due: July 1 (as shown on inside front cover) The Delaware River Joint Toll Bridge Commission (the “Commission”) will issue its $437,805,000* Bridge System Revenue Bonds, Series 2017 (the “Series 2017 Bonds”) to finance, together with other moneys of the Commission, (i) the cost of the Project; (ii) a deposit into the Debt Service Reserve Fund necessary to satisfy the Debt Service Reserve Fund Requirement; (iii) a deposit to the Series 2017 Capitalized Interest Account to pay capitalized interest for the Series 2017 Bonds; and (iv) costs of issuance of the Series 2017 Bonds. The Series 2017 Bonds will be issued pursuant to the Trust Indenture, dated as of January 1, 2003, between the Commission and TD Bank, National Association, as successor trustee (the “Trustee”), as previously supplemented and amended, and as further supplemented and amended by a Tenth Supplemental Trust Indenture, dated as of February 1, 2017 (collectively, the “Indenture”), and in accordance with the Compact (as defined herein) between the Commonwealth of Pennsylvania and the State of New Jersey and consented to by the Congress of the United States of America, as more fully described herein. See APPENDIX C - “DEFINITIONS OF CERTAIN TERMS AND SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE” herein. The Series 2017 Bonds mature on the dates and in the principal amounts, and bear interest at the rates set forth on the inside front cover of this Official Statement. Interest on the Series 2017 Bonds is payable on each January 1 and July 1, commencing on July 1, 2017 (each, an “Interest Payment Date”), until maturity or redemption prior to maturity. See “DESCRIPTION OF THE SERIES 2017 BONDS” herein. Interest on the Series 2017 Bonds will be paid to the registered holders at their addresses as they appear on the registry books of the Trustee as of the fifteenth day of the month (whether or not a Business Day) next preceding each Interest Payment Date. The Series 2017 Bonds will be issued in book-entry-only form, and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Series 2017 Bonds. Purchases of beneficial ownership interests in the Series 2017 Bonds may be made in book-entry-only form in denominations of $5,000 each or any integral multiple thereof. So long as Cede & Co., as nominee for DTC, is the registered owner of the Series 2017 Bonds, payments of principal of and interest on the Series 2017 Bonds will be made by the Trustee to Cede & Co. See APPENDIX F - “BOOK-ENTRY ONLY SYSTEM AND THE DEPOSITORY TRUST COMPANY” herein. The Series 2017 Bonds are subject to redemption as provided herein. See “DESCRIPTION OF THE SERIES 2017 BONDS — Redemption Provisions” herein. The Series 2017 Bonds are limited obligations of the Commission and are payable solely from the Trust Estate (as defined herein) consisting primarily of Net Revenues (as defined herein), equally and ratably with the Commission’s Outstanding Bonds and other Outstanding Parity Obligations (except as otherwise provided in the Indenture), as more fully described under “SECURITY FOR THE SERIES 2017 BONDS” and “COMMISSION INDEBTEDNESS AND OTHER PARITY OBLIGATIONS” herein. THE SERIES 2017 BONDS ARE LIMITED OBLIGATIONS OF THE COMMISSION PAYABLE SOLELY FROM THE TRUST ESTATE CONSISTING PRIMARILY OF NET REVENUES. THE COMMISSION HAS NO POWER TO LEVY OR COLLECT TAXES. THE SERIES 2017 BONDS ARE NEITHER A DEBT NOR A LIABILITY OF THE COMMONWEALTH OF PENNSYLVANIA OR THE STATE OF NEW JERSEY OR ANY POLITICAL SUBDIVISION OF EITHER THEREOF, AND DO NOT AND SHALL NOT CREATE OR CONSTITUTE AN INDEBTEDNESS OR AN OBLIGATION OF THE COMMONWEALTH OF PENNSYLVANIA OR THE STATE OF NEW JERSEY OR ANY POLITICAL SUBDIVISION OF EITHER THEREOF, EITHER LEGAL, MORAL OR OTHERWISE. This cover page contains information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement, including the appendices attached hereto, to obtain information essential to the making of an informed investment decision. The Series 2017 Bonds are offered when, as and if issued by the Commission and accepted by the Underwriters, subject to withdrawal or modification of the offering without notice, and subject to the approval as to legality by Dilworth Paxson LLP, Philadelphia, Pennsylvania, and Gibbons P.C., Newark, New Jersey, Co-Bond Counsel. Certain legal matters will be passed upon for the Commission by Florio Perrucci Steinhardt & Fader LLC, Phillipsburg, New Jersey, and Stradley Ronon Stevens & Young, LLP, Philadelphia, Pennsylvania, and for the Underwriters by Cozen O’Connor, Philadelphia, Pennsylvania, and Gluck Walrath LLP, Red Bank, New Jersey. Certain other legal matters respecting the Bonds will be passed upon for the Commission by Greenberg Traurig, LLP, Philadelphia, Pennsylvania, and McManimon, Scotland & Baumann, LLC, Roseland, New Jersey, Co-Disclosure Counsel. Phoenix Capital Partners, Philadelphia, Pennsylvania, has acted as Financial Advisor to the Commission. The Series 2017 Bonds are expected to be available for delivery through the facilities of DTC on or about __________, 2017. BofA Merrill Lynch Siebert Cisneros Shank & Co., L.L.C. Loop Capital Markets Morgan Stanley Academy Securities Janney Montgomery Scott Jefferies Mischler Financial Group, Inc. Ramirez & Co., Inc. February ___, 2017 This Preliminary for the omission of certain Official Statement and certain for purposesform(except permitted information deemed final of Rule 15c2-12 under the Securities contained herein is in a of the information Exchange Act of 1934, as amended to be omitted under Rule 15c2-12(b) Under no circumstances shall this Preliminary form. in final buy be accepted prior to the time Official Statement is delivered to may an offer may not be sold, nor The Series 2017 Bonds completion or amendment in a final Official Statement. herein is subject to revision, The information (1)). any such jurisdiction. priorlaws of or qualification under the securities to registration would be unlawful solicitation or sale sale of these securities jurisdictionbuy nor shall there be any in any in which such offer, to to sell or a solicitation of an offer Official Statement constitute an offer * Preliminary, subject to change. Toll bridges Toll-supported bridges DELAWARE RIVER JOINT TOLL BRIDGE COMMISSION (Pennsylvania - New Jersey) $437,805,000* Bridge System Revenue Bonds, Series 2017 (July 1) Principal Interest Year* Amount* Rate Yield CUSIP± 2020 $945,000 2021 875,000 2022 880,000 2023 960,000 2024 1,045,000 2025 1,145,000 2026 25,000 2027 45,000 2028 65,000 2029 8,410,000 2030 8,880,000 2031 10,800,000 2032 14,770,000 2033 15,750,000 2034 16,535,000 2035 17,200,000 2036 17,885,000 2037 22,840,000 $131,240,000*, ___ % Term Bonds due July 1, 2042*, Price: _____, Yield_____%, CUSIP± ___ $167,510,000*, ___ % Term Bonds due July 1, 2047*, Price: _____, Yield_____%, CUSIP± ___ _________________ * Preliminary, subject to change. ± “CUSIP” is a registered trademark of the American Bankers Association. CUSIP numbers are provided by CUSIP Service Bureau, a Standard & Poor’s Financial Services LLC business. The CUSIP numbers listed above are being provided solely for the convenience of holders of the Series 2017 Bonds only at the time of issuance of the Series 2017 Bonds and the Commission and the Underwriters do not make any representations with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specified maturity is 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 such maturity 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 certain maturities of the Series 2017 Bonds.

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