Kadenwood
PerspectivesDeal execution

Three conditions decide it. Two are published, and the third reversed in 2026.

It depends on three things: your own trajectory, your sector's multiple, and financing availability. Two are published and one just reversed. Dealmakers are now pricing a rate increase, which means waiting is no longer the free option.

Authors

  • Louis Garoz-FergusonFounder & Managing Partner of Kadenwood Group
  • Harlan RykerManaging Partner, COO

Currency

As of August 2026

The Canada Place inlet under low cloud, a ship passing the gateway.

What actually decides the answer?

Three conditions, and only one of them is about the market. The first is the trajectory of the business itself: whether the trailing numbers a buyer will underwrite are improving, flat or rolling over, and whether the story explaining them is evidenced or asserted. The second is what the sector is clearing at, which is a fact about other people's transactions rather than about yours. The third is financing availability, because at this size the buyer's price is a function of what a lender will advance.

Owners usually weigh only the first, and advisors usually answer with only the second. The reason the honest answer is not simply yes or no is that the three conditions move independently and rarely align. A business at the top of its own curve inside a sector capital has rotated away from, in a financing market that is tightening, is not in a good market. It is in three different markets at once.

What follows is the current reading on each, with the source and date attached, and then the part that cannot be read at all.

What is the market actually reading right now?

Better by count and worse by value, which is why the headlines and the experience of selling disagree. Global deal value is tracking toward roughly $4 trillion in 2026, up 13% and the strongest since 2021, while deal volume is tracking down 13% to about 42,000 transactions (PwC, Global M&A industry trends: 2026 mid-year outlook, on LSEG data through 31 May 2026). Strip out transactions above $5bn, which now account for 48% of global deal value, and global deal value is down 4%.

The middle-market-specific readings are the ones that matter to an owner, and they are positive. Middle-market deal volume rose 10.7% year on year and 12.5% quarter on quarter in the first quarter of 2026, and lower-middle-market volume, covering $10m to $100m of enterprise value, rose 45.8% (Capstone Partners, Capital Markets Update, 4 June 2026). Sixty-three percent of middle-market practitioners expect activity to increase in the second half of 2026 (ACG and GF Data, Q3 2026 Market Pulse Survey, published 15 July 2026).

Two cautions sit against that. Supply is at a record: one lower-middle-market platform logged 3,523 businesses coming to market in the second quarter of 2026, its highest quarterly total on record (Axial, 21 July 2026). And the band between $100m and $250m of enterprise value is described as comparatively more constrained, sitting between small self-funded acquirers and large institutional must-own assets (Capstone Partners, 4 June 2026). More sellers are arriving, and one size band is being squeezed from both directions.

The three conditions and their current readings
ConditionCurrent readingSource and date
Market volume, globalTracking down 13% to about 42,000 deals, while value rises 13%PwC, through 31 May 2026
Market value, excluding transactions above $5bnDown 4% year on yearPwC, through 31 May 2026
Middle-market volumeUp 10.7% year on year; lower middle market up 45.8%Capstone Partners, 4 June 2026
Seller supply, lower middle market3,523 businesses to market, the highest quarterly total on recordAxial, 21 July 2026
Leverage capacity, under $10m of EBITDATotal debt 2.50x to 3.25x, from 2.50x to 4.00x a year earlierSPP Capital Partners, July 2026
Rate directionEasing bias removed; roughly half the committee penciling an increaseFederal Reserve as at 17 June 2026, via PitchBook, 6 July 2026
Practitioner sentiment, next six months63% expect activity to increaseACG and GF Data, 15 July 2026
PwC, Global M&A industry trends: 2026 mid-year outlook, on LSEG data through 31 May 2026. Capstone Partners, Capital Markets Update, 4 June 2026, covering the first quarter of 2026. Axial, The SMB M&A Pipeline: Q2 2026, 21 July 2026, covering $2.5m to $250m of enterprise value. SPP Capital Partners, Market At A Glance, July 2026. ACG and GF Data, Q3 2026 Market Pulse Survey, published 15 July 2026, surveyed at the start of the third quarter. No current published table of middle-market multiples by size band exists: the most recent covers the first nine months of 2025, so no multiple row appears here.

What is financing doing, and why does that decide the price?

It sets the ceiling. A financial buyer's offer is the equity they will commit plus the debt a lender will advance, so leverage capacity converts directly into price. That capacity has contracted at the small end: total debt for issuers under $10m of EBITDA now clears at 2.50x to 3.25x, against 2.50x to 4.00x in July 2025, and lenders require a minimum 40% base equity capitalization with at least 60% of it new cash (SPP Capital Partners, Market At A Glance, July 2026).

The direction of rates is the condition that changed, and it changed the logic of waiting rather than the level of prices. The Federal Reserve held at 3.50% to 3.75% and removed its easing bias in June 2026, the dot plot turned hawkish with roughly half the committee penciling at least one increase, and futures now price one to two increases in 2026 (PitchBook, Q2 2026 US PE Breakdown, 6 July 2026, on Federal Reserve data as at 17 June 2026). Middle-market dealmakers are discussing it openly, with one respondent noting there could be pressure to get deals done now before rates go up (ACG and GF Data, 15 July 2026).

There is a constructive signal underneath. Spread widening decelerated in the second quarter: one valuation house held its middle-market credit spread ranges flat after a 25 basis point increase in March, noting upward pressure had moderated as banks re-entered (VRC, Private Markets Trends: Q2 2026, 26 June 2026). Financing is more expensive and less generous than a year ago. It is not deteriorating from here on the current published record.

“For eighteen months the answer to this question was to wait, because money was going to get cheaper. That is the part that changed. Waiting is now a position with a cost attached, and an owner should hold it deliberately rather than by default.”

Louis Garoz-Ferguson, Founder & Managing Partner of Kadenwood Group

What is genuinely unknowable here?

Next year. As at August 2026 no major advisor has published a quantitative 2027 forecast for M&A deal value or deal volume. The mid-year outlooks from the large houses extend into 2027 only qualitatively, and the main middle-market practitioner survey does not open its 2027 outlook until October 2026. Anyone quoting a 2027 middle-market number is extrapolating, and should say so.

The macro range that does exist is wide enough to contain opposite conclusions. The benign scenario has global growth easing to 3.1% with headline inflation at 4.4%; a more severe scenario has growth at 2% in both 2026 and 2027 with inflation above 6% (IMF, April 2026 World Economic Outlook, as cited in PwC's 2026 mid-year outlook). That is a real forecast and it is not a market call.

The current size-band multiple for a private middle-market business is also not published. The most recent table by enterprise value band covers the first nine months of 2025, and its publisher has released nothing since February 2026. An owner asking what their company is worth today is asking a question the public record does not answer, which is the subject of a separate piece on anchoring to the median.

So what is the answer for one specific business?

It is decided by which half of the market the business is in, not by the aggregate. Practitioners rank mismatched buyer and seller price expectations as the second-largest risk to middle-market activity and describe the split directly: multiples for A-grade targets are very high, while lower-grade companies are not getting bids (ACG and GF Data, 15 July 2026). The market is not uniformly good or bad. It is unusually good for prepared assets and unusually unforgiving for everything else.

That makes the useful question narrower and answerable. Are the trailing thirty-six months clean and normalized, is there a quality of earnings report that pre-empts the obvious challenges, is there a management layer that survives the owner leaving, and is there a customer base no single account can end. Those four determine which half the business lands in, and none of them is a market condition.

If the answer to those is yes, the current market is a reasonable one to sell into and the cost of waiting is now positive rather than zero. If the answer is no, the market is not the binding constraint and going now converts a preparation problem into a price problem in public.

One practical note on this article. Two of the three conditions above are re-published quarterly and the third moves with the Federal Reserve, so this assessment has a short shelf life. It carries its as-of date at the top and is rewritten each quarter. Any reading here that is more than one quarter old should be checked against the current release before it is relied on.

As of August 2026

Sources: PwC, Global M&A industry trends: 2026 mid-year outlook, on LSEG data through 31 May 2026, for global value, volume and megadeal concentration; Capstone Partners, Capital Markets Update, 4 June 2026, for middle-market and lower-middle-market volume and for the constrained $100m to $250m band; Axial, The SMB M&A Pipeline: Q2 2026, 21 July 2026, for seller supply; ACG and GF Data, Q3 2026 Market Pulse Survey, published 15 July 2026, for practitioner sentiment, the price-expectation risk ranking and the rate commentary; SPP Capital Partners, Market At A Glance, July 2026, for leverage capacity and equity contribution requirements; PitchBook, Q2 2026 US PE Breakdown, 6 July 2026, citing Federal Reserve data as at 17 June 2026, for the rate path; VRC, Private Markets Trends: Q2 2026, 26 June 2026, for the deceleration in spread widening; IMF, April 2026 World Economic Outlook, as cited in PwC's 2026 mid-year outlook, for the macro scenarios extending into 2027. No quantitative 2027 M&A deal value or volume forecast has been published by a major advisor as at August 2026, and none is estimated here. The four readiness tests draw on our own mandate practice.

If the question is whether to start, the honest test is readiness rather than the market.