TPG has offered A$2.76 bln for Fairfax Hellman & Friedman has...

• TPG has offered A$2.76 bln for Fairfax
• Hellman & Friedman has rival offer worth as much as A$2.87 bln
• Transaction would require foreign investment approvals

(Adds foreign investment concerns, Domain details)

MELBOURNE, May 19 (Reuters) - U.S. buyout firm TPG Capital Management on Friday said it would make a commitment to editorial independence if it succeeds in its A$2.76 billion ($2.05 billion) offer for Australia's oldest newspaper publisher, Fairfax Media Ltd (FXJ).

The proposed deal remains subject to foreign investment approvals and some politicians have said conditions could need to be placed on the transaction to ensure the ongoing publication of mastheads like The Sydney Morning Herald and The Australian Financial Review.

The company's newspaper earnings have declined as classified advertising has migrated to the internet, making the Domain real estate classifieds unit its most lucrative business.

"I am here to assure you that, in the event TPG and its partners are fortunate enough to acquire Fairfax, we will be responsible stewards of those assets, from a journalistic perspective as well as a financial one," TPG [TPG.UL] Head of Australia and New Zealand Joel Thickens told a senate inquiry into the future of public interest journalism.

His comments came a day after a second U.S. private equity firm, Hellman & Friedman, made a takeover proposal for Fairfax worth as much as A$2.87 billion. Both suitors have been offered access to due diligence.

Thickins said TPG would not be proposing to invest A$2.76 billion in Fairfax unless it believed there was an opportunity to build and grow the business.

Fairfax this month said it would cut 125 journalist jobs, the latest in several rounds of major editorial job cuts over the last decade which have fuelled concerns for the future of public interest journalism in Australia.

A Fairfax spokesman declined to comment. ($1 = 1.3479 Australian dollars)