AmeriGas Partners, L.P. (NYSE: APU) announced today that Heritage ETC, L.P. (the “Selling Unitholder”), an affiliate of Energy Transfer Partners, L.P., has priced a public underwritten offering of 7,500,000 AmeriGas common units at a price to the public of $47.60 per unit. The size of the offering has been upsized from 6,000,000 units to 7,500,000 units. The underwriters have an option to purchase up to 1,125,000 additional common units at the public offering price less the underwriting discount. The offering is expected to close on July 12, 2013, subject to customary closing conditions. AmeriGas will not receive any proceeds from the sale of the common units by the Selling Unitholder.

Morgan Stanley, Barclays, UBS Investment Bank, Credit Suisse, Deutsche Bank Securities, J.P. Morgan, and Wells Fargo Securities are acting as joint book-running managers for the common units offering. RBC Capital Markets and Janney Montgomery Scott are acting as senior co-managers.

A copy of the prospectus supplement relating to the offering may be obtained from:

Morgan StanleyAttn: Prospectus Department180 Varick Street2nd Floor, New York, NY, 10014


Phone: (866) 718-1649

Barclaysc/o Broadridge Financial Solutions1155 Long Island AvenueEdgewood, NY 11717Email:

Phone: (888) 603-5847
UBS Investment BankAttn: Prospectus Department299 Park AvenueNew York, NY 10171Phone: (888) 827-7275 Credit SuisseAttn: Prospectus DepartmentOne Madison Avenue, 1BNew York, NY 10010Phone: (800) 221-1037

Deutsche Bank Securities

ATTN: Prospectus Group60 Wall StreetNew York, NY10005-2836


Phone: (800) 503-4611

J.P. Morganc/o Broadridge Financial Solutions1155 Long Island AvenueEdgewood, NY 11717Telephone: (866) 803-9204

Wells Fargo SecuritiesAttn: Equity Syndicate Dept.375 Park AvenueNew York, NY 10152

Email: cmclientsupport@wellsfargo.comPhone: (800) 326-5897

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, common units, nor shall there be any sale of common units in any jurisdiction in which such an offer or solicitation, or the sale of common units, would be unlawful without registration or qualification under the securities laws of such jurisdiction.

About AmeriGas Partners, L.P.

AmeriGas is the nation’s largest retail propane marketer, serving over two million customers in all 50 states from approximately 2,100 distribution locations. UGI Corporation, through subsidiaries, is the sole General Partner and owns 26% of the Partnership. Prior to this offering, Heritage ETC, L.P., an affiliate of Energy Transfer Partners, L.P., owns 32% of the Partnership and the public owns the remaining 42%.

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