The deal would remove the last significant hurdle the media mogul David Ellison faced to create a news and entertainment empire, home to movie studios, HBO, CBS and CNN.
Paramount said the deal was necessary, in part, to create a counterweight to increasingly powerful tech companies like Netflix that were muscling in on Hollywood.
Seeking to settle a lawsuit with 12 states, Paramount has discussed measures to protect the editorial independence of CNN and the divestiture of Comedy Central.