AmeriGas Partners, L.P. (NYSE: APU) announced today that Heritage ETC, L.P., an affiliate of Energy Transfer Partners, L.P., has commenced a public underwritten offering, subject to market and other conditions, of 8,500,000 AmeriGas common units that it currently holds.

Citigroup, Morgan Stanley, UBS Investment Bank, Barclays, Credit Suisse, Deutsche Bank Securities, Goldman Sachs & Co., J.P. Morgan, RBC Capital Markets and Wells Fargo Securities will act as joint book-running managers for the common units offering. Ladenburg Thalmann & Co. will act as co-manager for the common units offering. Pursuant to an option to purchase, the underwriters may purchase up to 1,242,362 additional common units from Heritage ETC, L.P., which would encompass all remaining units beneficially owned by Heritage ETC, L.P., except for the 3,125,000 AmeriGas common units that Heritage ETC, L.P. transferred to Evergreen Assurance, LLC, a captive insurance company and wholly-owned indirect subsidiary of Energy Transfer Partners, L.P.

When available, a copy of the prospectus supplement relating to the offering may be obtained from:
Citigroup Global Markets Inc. Morgan Stanley & Co. LLC
c/o Broadridge Financial Solutions ATTN: Prospectus Department
1155 Long Island Avenue 180 Varick Street, 2nd Floor
Edgewood, NY 11717 New York, NY 10014
Phone: (800) 831-9146

UBS Investment Bank Barclays
ATTN: Prospectus Department c/o Broadridge Financial Solutions
299 Park Avenue 1155 Long Island Avenue
New York, NY 10171 Edgewood, NY 11717
Phone: (888) 827-7275

Phone: (888) 603-5847
Credit Suisse Deutsche Bank Securities
ATTN: Prospectus Department ATTN: Prospectus Group
Eleven Madison Avenue, Level 1B 60 Wall Street
New York, NY 10010 New York, NY 10005-2836
Phone: 1-800-221-1037

Phone: (800) 503-4611
Goldman, Sachs & Co. J.P. Morgan Securities LLC
200 West Street c/o Broadridge Financial Solutions
New York, NY 10282 1155 Long Island Avenue

Edgewood, NY 11717
Phone: (866) 471-2526 Phone: (866) 803-9204
RBC Capital Markets Wells Fargo Securities
ATTN: Equity Syndicate ATTN: Equity Syndicate Dept.
3 World Financial Center 375 Park Avenue

200 Vesey Street, 8th Fl
New York, NY 10152
New York, NY 10281

Phone: (877) 822-4089 Phone: (800) 326-5897

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, 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. Any offer to sell, or solicitation of an offer to buy, will be made solely by means of a prospectus and related prospectus supplement filed with the SEC.

About AmeriGas Partners, L.P.

AmeriGas is the nation’s largest retail propane marketer, serving over two million customers in all 50 states from over 2,500 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 14% of the Partnership and the public owns the remaining 60%.

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