A new survey from TD Bank U.S. found that middle-market dealmakers anticipate improving conditions over the next 12 months, but valuation gaps and others continue to influence when and how transactions get done.
The survey of decision makers at ACG DealMax 2026 found that two-thirds of respondents said conditions are improving. Sixty-four percent said they expect deal activity to increase over the next 12 months. But valuation gaps remain a key barrier, the survey found, with many buyers and sellers still misaligned on price expectations. Additionally, dealmakers are increasingly prioritizing certainty of execution, including speed structure and financing clarity. Capital availability remains strong, the survey found, but successful deal completion increasingly depends on disciplines underwriting and realistic assumptions, dealmakers said.
“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 remains accessible, the respondents said on the survey, but deploying it effectively remains challenging. One-third of the respondents (36 percent) said capital is available, but difficult to structure efficiently, while 28 percent said the cost of capital is limiting deal viability. Only a quarter of respondents (26 percent), said capital is both readily available and easy to deploy.
The biggest drag on deal flow is valuation misalignment between buyers and sellers, with 77 percent of respondents identifying valuation gaps as the primary challenge to finalizing deals. Less than half (46 percent) said the biggest challenge was macroeconomic and geopolitical volatility, while only 44 percent said it was a limited supply of high-quality assets.
The survey was conducted April 27-28, 2026 in Las Vegas and captured 218 responses from attendees of ACG DealMax.