Alyssa, who as you would never guess is much older than she appears, founded Cox, Inc., in 1980 and has spent the last 40 year building the company into a retailer of off road vehicles. Alyssa owns 80% of the stock of Cox, Inc., with a $800,000 total stock basis. Her two children Lauren and DJ each own 10%. Over the years, Alyssa has built up a strong company with impressive borrowing capacity. Now Alyssa wants to retire by selling, in one single transaction, her entire 80% interest in Cox back to the company for $40,000,000. Following the sale, Lauren and DJ with remain as 50-50 owners.

Alyssas goal is to pay no tax on the sales proceeds. She will use 1202 to avoid as much tax as possible, and invest sufficient sales proceeds in a Qualified Opportunity Zone Fund to avoid any remaining tax. She would like to keep her investment in the QOF as low as possible and asks you to calculate the minimum QOF investment she has to make in order to avoid all taxes on the sale (at least temporarily)?