Paramount defended its proposed merger with Warner Bros. Discovery to California Attorney General Rob Bonta, who is considering an antitrust challenge to the transaction.

In a letter to Bonta last week, Paramount’s chief legal officer, Makan Delrahim, said that the combined companies would have the incentive to boost theatrical distribution, not reduce it.

Delrahim wrote, “Paramount’s proposed merger with WBD will help drive meaningful improvements for movie theaters and their audiences. To compete more effectively with Netflix, and others leading services, a combined Paramount-WBD will need to capture audiences’ attention in fresh ways, and that includes broadening theatrical distribution to tap into the magic of the moviegoing experience and create momentum behind films before they reach streaming services.”

Read Paramount letter to Rob Bonta.

Delrahim wrote that with the merger, the companies “will have every incentive to get more films into wider distribution on more movie theater screens—it is how it will compete for audiences across the entertainment ecosystem.” He repeated Paramount CEO David Ellison’s commitment to release 30 films annually and to have a 45-day theatrical window at a minimum for each release.

“That pledge makes sense: theaters are a core part of the combined firm’s strategy to drive engagement both on and off the big screen,” Delrahim wrote.

The letter also repeated other arguments, including that the transaction would better allow Paramount to compete at scale against Netflix. Delrahim noted that Paramount captures “only 5.8% of US SVOD viewership, and WBD 5.0%.9 By comparison, the top three streaming subscription platforms together capture 65% of all U.S. SVOD viewers—Netflix with 32.5%, Disney 16.7%, and Amazon 15.3%. Absent something transformative, neither party is positioned to grow to a scale where they would catch up to the leading streamers.”

Delrahim also challenged figures from Cinema United, the trade association for exhibitors, which is opposing the deal. He cited figures showing that Paramount and Warner Bros. combined represent about 25% of the domestic box office, citing OpusData of 4,000 theatrical releases over the last five years. He claimed that figures from Cinema United, showing a 35% domestic box office share, only captured revenues for the first half of 2025.

“In this environment, Paramount must continue to compete aggressively to find outlets for its films, with many other substitutes available for theaters to fill their screens,” Delrahim wrote.

Delrahim also distinguished the Paramount-WBD merger from the Disney-Fox transaction of 2019, which critics have cited in opposing the merger. The Disney-Fox deal led to a reduction in released.

“Disney acquired Fox just a year before the 2020 pandemic, shortly before launching Disney+, a sea-change event that forced massive changes to every film distributor’s go-to- market strategy,” wrote Delrahim, who led the Justice Department’s Antitrust Division when it signed off on the Disney-Fox transaction.

He added, “Paramount’s strategy, in contrast, is informed by the marketplace as it exists in the wake of the pandemic—with three streaming giants dominating audience attention on the one hand, and theaters slowly reemerging as a critical marketing engine and cultural phenomenon that can support Paramount-WBD’s efforts to compete in the entertainment ecosystem on the other.” Delrahim also contended that Disney already was reducing its theatrical releases before it acquired the Fox assets.

One of the concerns raised by opponents is that the deal would usher in massive job loss. Paramount has not made specific job commitments. Ellison has said that the two studios will operate separately. In his letter, Delrahim wrote, “Paramount and WBD’s studios will each release at least 15 films per year, and maintain full staff to support production and distribution, to ensure this target is hit. No such commitment was made when Disney acquired Fox.”

Paramount’s letter also noted expressions of support from James Cameron and Adam Aron, the CEO of AMC Entertainment.

A spokesperson for Bonta said in response to the letter, “The Paramount acquisition of Warner Brothers remains an active investigation and we do not have any updates to share at this time.”

Bonta told Deadline in March, “Whenever there’s major corporate consolidation like this, there’s a concern that we might see increased prices, lower wages, reduction in competition, limits in choice, lower quality, all those things. That’s why there is antitrust law in the first place.”

Democratic lawmakers in Washington have warned of the transaction, with Sen. Cory Booker (D-NJ) holding a “spotlight” hearing that featured figures including Mark Ruffalo and documentary filmmaker David Borenstein. More than 5,000 filmmakers, industry professionals and others have signed on to an open letter opposing the transaction, including recent signees Jason Alexander, Tim Robbins, W. Kamau Bell and Lucy Fisher, per organizers.

Semafor first reported on the Paramount letter.