AmeriGas Partners to Issue Notes

AmeriGas Partners, L.P. (NYSE:APU) (AmeriGas Partners) today
announced that its wholly owned subsidiaries, AmeriGas Finance
Corp. and AmeriGas Finance LLC (the Issuers), intend to offer,
subject to market and other conditions, $1.55 billion aggregate
principal amount of senior notes due 2020 and 2022 (together, the
notes) in a registered public offering. The notes will be fully and
unconditionally guaranteed by AmeriGas Partners (the guarantees).
The net proceeds from the offering will be used to finance the
previously announced acquisition of the propane operations of
Energy Transfer Partners, L.P. (the Heritage Acquisition), to pay
expenses for the Heritage Acquisition and for general corporate
purposes, including to pay down borrowings outstanding under the
bank credit agreement of AmeriGas Partners operating partnership,
AmeriGas Propane, L.P. To the extent the notes offering closes
before the Heritage Acquisition, proceeds will be placed into
escrow until such time as the acquisition closes. AmeriGas Partners
and the Issuers have registered the notes and the guarantees on a
registration statement on Form S-3 (including a prospectus) filed
with the Securities and Exchange Commission (the SEC). Before you
invest, you should read the prospectus in that registration
statement and the supplement thereto and the other documents that
AmeriGas Partners has filed with the SEC for more complete
information about AmeriGas Partners and this offering. These
documents are available at no charge by visiting EDGAR on the SEC
web site at www.sec.gov. Alternatively, these documents will be
made available upon request by AmeriGas Partners or by any
underwriter or dealer participating in the offering. Credit Suisse
Securities (USA) LLC, Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, and Wells Fargo Securities, LLC will be acting as
joint book-running managers for the notes offering. Interested
parties may obtain a prospectus from Credit Suisse Securities (USA)
LLC by directing a request to Credit Suisse Securities (USA) LLC,
Prospectus Department, One Madison Avenue, New York, NY 10010, or
by calling 1-800-221-1037. This announcement does not constitute an
offer to sell, or the solicitation of an offer to buy, any note in
any jurisdiction in which such an offer or solicitation, or the
sale of these notes, 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 Partners
is the nations largest retail propane marketer, serving
approximately 1.3 million customers in all 50 states from nearly
1,200 locations.