Energy Transfer Equity, L.P. : Energy Transfer Partners Announces Cash Tender Offer

Energy Transfer Partners, L.P. (NYSE: ETP) today announced a cash tender offer for up to $750 million aggregate principal amount of specified series of its outstanding debt. The tender offer consists of two separate offers: an Any and All Offer and a Maximum Tender Offer, both made pursuant to an Offer to Purchase dated today which sets forth a comprehensive description of the terms of the tender offers.

In the Any and All Offer, ETP is offering to purchase, under certain conditions, any and all of its 5.650% Senior Notes due 2012, at a fixed price as listed in the table below. In the Maximum Tender Offer, ETP is offering to purchase, under certain conditions, its 9.700% Senior Notes due 2019, 9.000% Senior Notes due 2019, 8.500% Senior Notes due 2014 and 6.000% Senior Notes due 2013, each at a fixed spread over the yield of the appropriate reference U.S. Treasury security as listed in the table below.

The principal amount of notes to be purchased in the Maximum Tender Offer will be equal to the difference between $750 million and the principal amount of notes purchased through the Any and All Offer. In addition, no more than $200 million of each of the 9.700% Senior Notes due 2019 and 9.000% Senior Notes due 2019 will be purchased. The amounts of each series of notes that are purchased in the Maximum Tender Offer are prioritized and may be prorated as set forth in the Offer to Purchase.

The table below indicates each series of notes included in the tender offers.

Title of Security

Principal Amount Outstanding ($)

Tender Cap ($)

Fixed Price ($)(1)

Reference U.S. Security Treasury

Bloomberg Reference Page

Fixed Spread (basis points)

Acceptance Priority Level

Early Tender Premium(1)

Any and All Offer

5.650% Senior Notes due 2012 (CUSIP 29273RAD1)

$400,000,000

N/A

$1,028.40

N/A

N/A

N/A

N/A

N/A

Maximum Tender Offer

9.700% Senior Notes due 2019 (CUSIP 29273RAK5)

$600,000,000

$200,000,000

N/A

2.00% U.S. Treasury Note due 11/15/2021

PX1

325

1

$30

9.000% Senior Notes due 2019 (CUSIP 29273RAM1)

$650,000,000

$200,000,000

N/A

2.00% U.S. Treasury Note due 11/15/2021

PX1

315

2

$30

8.500% Senior Notes due 2014 (CUSIP 29273RAL3)

$350,000,000

N/A

N/A

0.125% U.S. Treasury Note due 12/31/2013

PX1

100

3

$30

6.000% Senior Notes due 2013 (CUSIP 29273RAG4)

$350,000,000

N/A

N/A

0.125% U.S. Treasury Note due 12/31/2013

PX1

90

4

$30

(1) Per $1,000 principal amount of notes accepted for purchase. Fixed price does not include accrued interest.

The Any and All Offer is scheduled to expire at 5:00 p.m., New York City time, on January 18, 2012, unless extended. Holders of notes subject to the Any and All Offer must tender and not withdraw their notes before its expiration date to receive the total consideration.

The Maximum Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on February 6, 2012, unless extended. Holders of notes subject to the Maximum Tender Offer must tender and not withdraw their notes before the early tender date, which is 5:00 p.m., New York City time on January 23, 2012, unless extended, to receive the total consideration. Holders of notes subject to the Maximum Tender Offer who tender their notes after the early tender date will receive the tender offer consideration, which is the total consideration minus $30.00 per $1,000 principal amount of notes tendered by such holder that are accepted for purchase. Holders of notes subject to the Maximum Tender Offer who tender their notes before the early tender date may not withdraw their notes after the early tender date, unless otherwise required by law. Holders of notes subject to the Maximum Tender Offer who tender their notes after the early tender date may not withdraw their notes, unless otherwise required by law.

The total consideration for each $1,000 principal amount of notes tendered and accepted for payment pursuant to the Any and All Offer will be $1,028.40. The total consideration for each $1,000 principal amount of notes tendered and accepted for payment pursuant to the Maximum Tender Offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified for each series of the notes over the yield based on the bid side price of the U.S. Treasury Security specified on the cover page of the Offer to Purchase, as calculated by the dealer managers at 2:00 p.m., New York City time on January 23, 2012. In addition to the total consideration or the tender offer consideration, as applicable, accrued interest up to, but not including, the settlement date will be paid in cash on all validly tendered notes accepted in the tender offers. The settlement dates for the Any and All Offer and the Maximum Tender Offer will follow promptly after the applicable expiration dates and currently are expected to be January 19, 2012 and February 7, 2012, respectively.

The Any and All Offer and the Maximum Tender Offer are subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, including, among other things, the consummation of the transactions contemplated by a certain contribution agreement, dated as of October 15, 2011, as amended, by and among ETP and AmeriGas Partners, L.P. ("AmeriGas"), pursuant to which ETP is to contribute substantially all of its propane operations to AmeriGas in exchange for consideration of approximately $2.9 billion.

ETP has retained J.P. Morgan Securities LLC and UBS Securities LLC to serve as joint dealer managers, and D.F. King & Co., Inc. to serve as the tender agent and information agent for the tender offers.

ETP may amend, extend or terminate any tender offer at any time in its sole discretion.

Requests for documents may be directed to D.F. King & Co., Inc. by telephone at 800.859.8508 or in writing at 48 Wall Street, New York, New York 10005. Questions regarding the tender offers may be directed to J.P. Morgan Securities LLC at 866.834.4666 or UBS Securities LLC at 888.719.4210.

This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase. The tender offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed made on behalf of ETP by J.P. Morgan Securities LLC and UBS Securities LLC, or one or more registered brokers or dealers under the laws of such jurisdiction. None of ETP, its management, J.P. Morgan Securities LLC, UBS Securities LLC or D.F. King & Co. makes any recommendation as to whether holders should tender notes in response to the tender offers.

Energy Transfer Partners, L.P. (NYSE: ETP) is a publicly traded partnership owning and operating a diversified portfolio of energy assets. ETP has pipeline operations in Arizona, Arkansas, Colorado, Louisiana, New Mexico, Utah and West Virginia and owns the largest intrastate pipeline system in Texas. ETP currently has natural gas operations that include more than 17,500 miles of gathering and transportation pipelines, treating and processing assets, and three storage facilities located in Texas. ETP also holds a 70% interest in Lone Star NGL LLC, a joint venture that owns and operates NGL storage, fractionation and transportation assets in Texas, Louisiana and Mississippi.

Statements about the tender offers may be forward-looking statements as defined under federal law. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of ETP, and a variety of risks that could cause results to differ materially from those expected by management of ETP. ETP undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

Contacts

J.P. MORGAN 383 Madison Avenue New York, New York 10179 Toll Free: [phone] Collect: [phone] Attention: Liability Management Group									UBS INVESTMENT BANK 677 Washington Boulevard Stamford, Connecticut 06901 Toll Free: [phone] Collect: [phone] Attention: Liability Management Group

Investor Relations:
Energy Transfer Partners, L.P.
Brent Ratliff, 214-981-0700
or
Media Relations:
Granado Communications Group
Vicki Granado, 214-599-8785
Cell: 214-498-9272