Energy Transfer Partners Announces Expiration of Maximum Tender Offer

Energy Transfer Partners, L.P. (NYSE: ETP) announced the expiration, as of 11:59 p.m., New York City time, on February 6, 2012, of the Maximum Tender Offer relating to a maximum tender amount of $458,050,000 in aggregate principal amount of notes. Pursuant to the Maximum Tender Offer, ETP was 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. The Maximum Tender Offer was one of two separate tender offers, with the other being the "Any and All Offer." Both tender offers were made for an aggregate of up to $750 million principal amount of specified series of outstanding senior notes of ETP. In the Any and All Offer, which expired on January 18, 2012, $291,950,000 in the aggregate principal amount of notes were validly tendered and accepted for purchase on January 19, 2012. Both offers were made pursuant to an Offer to Purchase dated January 9, 2012, which sets forth a comprehensive description of the terms of the tender offers.

According to information provided by D.F. King & Co., Inc., the tender agent for the tender offers, $1,285,382,000 in aggregate principal amount of notes subject to the Maximum Tender Offer were validly tendered and not validly withdrawn prior to the expiration of the Maximum Tender Offer at 11:59 p.m., New York City time, on February 6, 2012, as more fully set forth below.

ETP has accepted for purchase $199,996,000 principal amount of the 9.700% Notes due 2019 validly tendered and not withdrawn (acceptance priority level one, capped at $200,000,000 as described in the Offer to Purchase), $200,000,000 principal amount of the 9.000% Notes due 2019 validly tendered and not validly withdrawn (acceptance priority level two, capped at $200,000,000 as described in the Offer to Purchase), $58,053,000 principal amount of the 8.500% Notes due 2014 validly tendered and not validly withdrawn (acceptance priority level three, prorated as set forth in the Offer to Purchase) and none of the 6.000% Notes due 2013 validly tendered and not validly withdrawn (acceptance level four). The 6.000% Notes due 2013 tendered by holders pursuant to the Maximum Tender Offer have been returned to such holders. ETP expects to make payment for all notes accepted for purchase pursuant to the Maximum Tender Offer in same-day funds today. Following the completion of the Maximum Tender Offer, ETP will have retired $749,999,000 in aggregate principal amount of notes scheduled to mature in 2012, 2014 and 2019.

J.P. Morgan Securities LLC and UBS Securities LLC served as joint dealer managers, and D.F. King & Co., Inc. served as the tender agent and information agent for 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 approximately 18,000 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. 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.