Fawn Hollow LLC, is owned equally by three individuals, Mark Crenshaw, Thomas Miller, and Jerald Wolfowicz. The LLC was formed in 2014 for the purpose of building and operating a hotel property with retail space and a parking garage. The three members have been actively involved in the operation of the facility. Fawn Hollow has filed as a partnership for federal income tax purposes. The members of Fawn Hollow have signed a letter of intent to sell the property to an investment group comprised of four individuals. The buyers propose to acquire 100% of the membership interests of Fawn Hollow. The buyers will first establish a new entity called Fawn Hollow Acquisitions, LLC, and that entity will acquire the membership interests of Fawn Hollow. The purchase price is $54 Million. The tax basis of the assets of Fawn Hollow, which is the same as the tax basis of the membership interests, is $23.4 Million. The deal was made effective December 31, 2023.

 REQUIRED: Write a memorandum, using a facts-issue(s)-discussion-conclusion format, to address: The tax consequences of this proposed transaction on the three members who will sell their membership interests.