TD Survey: Middle-Market Dealmakers Ready to Pursue M&A, but Valuation Gaps Persist
A new TD survey of middle-market dealmakers at ACG DealMAX® 2026 finds confidence remains strong, but valuation gaps and execution risk continue to slow deal activity.
Middle market dealmakers are entering the second half of 2026 with more confidence, but not without caution. According to TD's survey of financial decision makers at ACG DealMAX, two-thirds (67%) of respondents say conditions are improving and 64% expect deal activity to increase over the next 12 months – even as valuation gaps, macro uncertainty and capital structuring challenges continue to influence when and how transactions get done.
Key Takeaways
- Nearly two-thirds (67%) of middle-market dealmakers expect M&A activity to increase over the next 12 months.
- Valuation gaps remain a key barrier, with many buyers and sellers still misaligned on price expectations.
- Dealmakers increasingly prioritize certainty of execution, including speed structure, and financing clarity. Capital availability remains strong, but successful deal completion increasingly depends on disciplined underwriting and realistic assumptions.
"Middle Market dealmakers are telling us the appetite is there, but the bar for getting deals done is higher," said Kory Wilcox, Head of Middle Market Financial Sponsor Coverage and Buy-Side Loan Syndication at TD. "Capital is available, but buyers and sellers still need to get aligned on value, structure and execution. In practical terms, the deals moving forward are the ones where both sides have confidence in the economics and a clear path to close."
Capital is Available – But Structure is the Sticking Point
While capital remains broadly accessible, respondents highlighted ongoing challenges in deploying it effectively. One-third (36%) said capital is available but difficult to structure efficiently, while 28% noted that the cost of capital is limiting deal viability. Only 26% believe capital is both readily available and easy to deploy, underscoring ongoing friction in today's financing environment.
Valuation Gaps Remain the Biggest Drag on Deal Flow
Several factors continue to constrain deal execution, led by valuation misalignment between buyers and sellers, which 77% of respondents identified as the primary challenge. Broader macroeconomic and geopolitical volatility (46%) and a limited supply of high-quality assets (44%) also continue to hinder transaction activity.
These dynamics are reflected in what respondents see as the primary catalysts for unlocking deal flow over the next 12 months. Greater valuation alignment (40%) and improved economic stability (33%) rank as the top factors expected to accelerate activity.
Certainty of Execution is Becoming a Competitive Advantage
Fifty-seven percent of respondents cited speed and certainty of execution as the most valuable support financial institutions can provide. Flexible, customized solutions (47%) and sector-specific expertise (46%) also rank highly, reflecting increased demand for tailored advisory and capital solutions.
"This is a market where preparation matters," added Wilcox. "The firms that come to the table with clarity and the right partners will be better positioned to move as opportunities arise."
Methodology
TD Bank U.S. conducted a Stealth Survey™ at ACG DealMAX® from April 27–28, 2026, in Las Vegas, Nevada. The survey captured 218 responses from attendees, including private equity professionals, corporate executives and other senior leaders involved in M&A and capital allocation decisions. Responses were collected on-site and reflect participant sentiment at the time of the event.
About TD Bank U.S.
TD Bank U.S. Holding Company and its subsidiaries, including TD Bank, N.A., are collectively known as TD Bank U.S. As the U.S. banking business of The Toronto-Dominion Bank (TSX and NYSE:TD), a leading North American financial services firm, TD Bank U.S. serves more than 10 million clients and has a network of approximately 1,050 locations throughout the Northeast, Mid-Atlantic, Carolinas and Florida. We support our clients and communities with a full range of retail, small business and commercial banking products and services. We also offer customized private banking and wealth management services, a comprehensive suite of credit card products for consumers and businesses, and automotive vehicle financing and dealer commercial services. TD Bank U.S. is one of the largest banks in the U.S. by assets and is headquartered in Mount Laurel, N.J. To learn more, visit www.td.com/us.
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