SUMMARY

This summary highlights selected information contained in this joint proxy statement/prospectus. It may not contain all of the information that is important to you in deciding how to vote on the merger or the other matters that will be voted on at the BBCN annual meeting or Wilshire annual meeting. You should carefully read this entire document and the other documents referred to in this joint proxy statement/prospectus for a more complete understanding of the merger described herein and the other matters that will be considered and voted on at the annual meetings. In addition, we incorporate important business and financial information about BBCN and Wilshire by reference into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find Additional Information” beginning on page [●]218 of this joint proxy statement/prospectus.

THE MERGER

Wilshire Will Merge With and Into BBCN (see page [●])42)

Subject to the terms and conditions of the merger agreement described in this joint proxy statement/prospectus, and in accordance with Delaware and California law, Wilshire will merge with and into BBCN. BBCN therefore will be the surviving corporation for legal purposes and its certificate of incorporation will be the certificate of incorporation of the combined company. The name of the combined company will be [●]Hope Bancorp, Inc., subject to the approval of the name change amendment by BBCN’s stockholders. We refer in this joint proxy statement/prospectus to BBCN in its capacity as the legal surviving corporation as the “combined company.” BBCN’s bylaws, which will be amended to provide for agreed-upon corporate governance matters described under “The Merger—The Merger Agreement—Amendments to Bylaws” beginning on page [●],103, will be the bylaws of the combined company.

Concurrently with the merger of BBCN and Wilshire, Wilshire’s banking subsidiary, Wilshire Bank, will merge with and into BBCN’s bank subsidiary, BBCN Bank. BBCN Bank therefore will be the surviving bank for legal purposes, but its name will be changed to [●]Bank of Hope to reflect the combined company’s name and the nationwide combination of the BBCN and Wilshire banking businesses.

In this joint proxy statement/prospectus we sometimes refer to the merger of our bank subsidiaries as the “bank merger” and we refer to the merger of BBCN and Wilshire as the “merger” or the “holding company merger.”

Wilshire Common Shareholders Will Receive 0.7034 of a Share of BBCN Common Stock for Each Share of Wilshire Common Stock; BBCN Stockholders Will Retain Their Shares (see page [●])43)

The merger agreement provides that Wilshire common shareholders will receive 0.7034 of a share of BBCN common stock for each share of Wilshire common stock they own. It is a condition to completion of the merger that the shares of BBCN common stock issued in the merger shall be listed for trading on the Nasdaq Global Select Market, which is the stock exchange on which both BBCN’s common stock and Wilshire’s common stock are currently listed for trading. Prior to the completion of the merger, BBCN’s common stock and Wilshire’s common stock will continue to be listed on the Nasdaq Global Select Market.

Upon completion of the merger, current BBCN stockholders and current Wilshire shareholders will own 59% and 41%, respectively, of the combined company. Upon completion of the merger, the Wilshire common stock currently listed on the Nasdaq Global Select Market will cease to be listed and will be removed from registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Assuming the number of shares of Wilshire common stock outstanding at the time of the merger equaled the number of shares outstanding on December 4, 2015 and that the value of BBCN common stock at the time of the

The following table sets forth, for the periods indicated, the high and low sale prices per share of BBCN common stock and Wilshire common stock as reported by the Nasdaq Global Select Market. You may obtain current market quotations for the shares of both companies from a newspaper, the Internet or your stock broker.

High and Low Sales Prices Per Share of BBCN and Wilshire Common Stock

Shareholders

As of February 29, 2016, there were 819 stockholders of record of BBCN common stock, and as of February 12, 2016, there were 338 shareholders of record of Wilshire common stock (not including the number of persons or entities holding stock in nominee or “street name” through various brokerage firms).

Merger Generally Tax-Free to Shareholders (see page [●])87)

The merger has been structured to qualify for federal income tax purposes as a “reorganization” within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”), and it is a condition to our respective obligations to complete the merger that BBCN and Wilshire each receive a legal opinion from its legal counsel to the effect that the merger will so qualify. If the merger qualifies as a “reorganization” for federal income tax purposes and you are a holder of Wilshire common stock, you generally will not recognize any gain or loss for federal income tax purposes on the exchange of Wilshire common stock for BBCN common stock in the merger, except for any gain or loss that may result from the receipt of cash in lieu of fractional shares of BBCN common stock otherwise issuable to you. If you are a holder of BBCN stock who will retain your BBCN stock without change, you also will not recognize any gain or loss for federal income tax purposes.

The federal income tax consequences of the merger to you will depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws, none of which is discussed in this joint proxy statement/prospectus. You should therefore consult with your own tax advisor for a complete understanding of the tax consequences of the merger to you.

Our Boards of Directors Recommend that BBCN Stockholders and Wilshire Shareholders Approve the Merger (see pages [●]54 and [●])56)

BBCN Stockholders. The BBCN board of directors has determined that the merger agreement is advisable and in the best interests of BBCN and its stockholders and recommends that BBCN stockholders vote “FOR” adoption and approval of the merger agreement.

Wilshire Shareholders. The Wilshire board of directors has determined that the merger agreement is advisable and in the best interests of Wilshire and its shareholders and recommends that Wilshire shareholders vote “FOR” approval of the principal terms of the merger agreement.

Factors Considered by Our Boards of Directors. In determining whether to approve the merger, our boards of directors each evaluated the merger and the merger agreement, in consultation with our respective senior managements and legal and financial advisors, and considered the respective strategic, financial and other considerations referred to under “The Merger—BBCN’s Reasons for the Merger; Recommendation of the Merger by the BBCN Board of Directors” beginning on page [●]54 and “The Merger—Wilshire’s Reasons for the Merger; Recommendation of the Merger by the Wilshire Board of Directors” beginning on page [●].56.

We Have Received Opinions From Our Financial Advisors that the Merger Exchange Ratio is Fair (see page [●])59)

Opinion of BBCN’s Financial Advisor. In connection with the BBCN board of directors’ consideration of the merger agreement, BBCN’s financial advisor, Keefe, Bruyette & Woods, Inc., or KBW, provided its opinion to the BBCN board of directors dated as of December 6, 2015 that, as of that date, and subject to and based on the qualifications and assumptions set forth in its opinion, the exchange ratio stated in the merger agreement was fair to BBCN from a financial point of view. The full text of KBW’s opinion is attached as Annex B to this joint proxy statement/prospectus. BBCN stockholders should read that opinion and the description of KBW’s opinion contained in this joint proxy statement/prospectus in their entirety. The opinion of KBW does not reflect any developments that may have occurred or may occur after the date of its opinion and prior to the completion of the merger. BBCN does not expect that it will request an updated opinion from KBW.

Opinion of Wilshire’s Financial Advisor. In connection with the Wilshire board of directors’ consideration of the merger, Wilshire’s financial advisor, Sandler O’Neill & Partners, L.P., or Sandler O’Neill, provided its opinion to the Wilshire board of directors, dated December 6, 2015, to the effect that, as of such date and based upon the qualifications and assumptions set forth in the written opinion, the exchange ratio was fair, from a financial point of view, to the holders of Wilshire common stock. The full text of Sandler O’Neill’s opinion is attached as Annex C to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion. Holders of Wilshire common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger. Sandler O’Neill’s opinion speaks only as of the date of the opinion. The opinion was directed to Wilshire’s board of directors in connection with its consideration of the merger and is directed only to the fairness, from a financial point of view, of the exchange ratio to the holders of Wilshire common stock. Sandler O’Neill’s opinion does not constitute a recommendation to any holder of Wilshire common stock as to how such holder of Wilshire common stock should vote at any meeting of shareholders called to consider and vote upon the merger.

Wilshire Shareholders Generally Will Not Have Dissenters’ Rights (see page [●])92)

Under California Corporations Code, Wilshire common shareholders generally will not be entitled to dissenters’ rights in connection with the merger because Wilshire’s shares are listed on the Nasdaq Global Select Market, and Wilshire shareholders will receive BBCN shares that will be listed on the Nasdaq Global Select Market and cash in lieu of fractional shares in the merger.

Holders of any Wilshire shares that are subject to restriction on transfer imposed by Wilshire or by applicable law will be entitled to dissent and seek appraisal for their shares only if certain criteria are satisfied. The provisions of California law governing dissenters’ rights are complex, and you should study them carefully if you hold any such shares and wish to exercise your dissenters’ rights. A copy of Sections 1300-1313 of the California Corporations Code is attached to this proxy statement/prospectus as Annex F. For a more detailed discussion of dissenters’ rights under California law, please see the section entitled “The Merger—Dissenters’ Rights for Holders of Wilshire Shares Subject to Transfer Restrictions” beginning on page [●]92 of this joint proxy statement/prospectus.

BBCN Stockholders Will Not Have Appraisal Rights (see page [●])121)

Under Delaware law, which is the law under which BBCN is incorporated, BBCN common stockholders will not be entitled to appraisal rights in connection with the merger.

Interests of Our Directors and Executive Officers in the Merger (see page [●])84)

Directors and executive officers of BBCN and Wilshire have interests in the merger that are different from, or are in addition to, the interests of the stockholders of BBCN and Wilshire. These interests include:

Treatment of Stock Options and Other Equity-Based Awards (see page [●])91)

Under the merger agreement, Wilshire’s stock options and other equity-based awards will be assumed by the combined company as follows:

The merger will not affect the terms of any BBCN stock options or other equity-based awards.

Directors and Management Following the Merger; Bylaw Amendment (see pages [●]85 and [●])103)

Following the consummation of the merger, the board of directors of the combined company will consist of 16 members, with BBCN designating nine of these members and Wilshire designating seven of these members. Steven S. Koh, the current Chairman of the Board of Wilshire, will serve as the Chairman of the Board of the combined company and the combined bank. In addition, subject to any independence and expertise requirement under applicable legal requirements, (i) the nomination and governance committee of the combined company’s

board of directors will be chaired by a continuing BBCN director; (ii) the human resources and compensation committee of the combined company’s board of directors will be chaired by a continuing BBCN director; (iii) the lead independent director of the combined company’s board of directors will be a continuing BBCN director; and (iv) the executive committee of the combined company’s board of directors will be chaired by a continuing Wilshire director.

The following table sets forth the board of directors of the combined company, as designated by each of BBCN and Wilshire.

Board of Directors of the Combined Company

Following the consummation of the merger, Kevin S. Kim, the current Chairman, President and Chief Executive Officer of BBCN, will serve as the President and Chief Executive Officer of the combined company and the combined bank. Mr. Kim’s employment with the combined company will be governed by his existing employment agreement with BBCN, which is described in more detail beginning on page [●]155 of this joint proxy statement/prospectus. BBCN and Wilshire have also agreed that the members of senior management from each company will serve in senior management positions of the combined company following the merger, as further described in “The Merger—Board of Directors and Management Following the Merger” beginning on page [●].85.

The merger agreement additionally provides that BBCN will offer a consulting agreement to with Jae Whan Yoo, Wilshire’s President and Chief Executive Officer, with the combined company for a one-year term beginning at the completion of the merger.

The increase in the size of the board of directors of the combined company, the service of Steven S. Koh as Chairman of the Board of the combined company and certain other corporate governance procedures will be set forth in an amendment to BBCN’s bylaws that will become effective as of the completion of the merger. The form of the bylaw amendments is set forth in an exhibit to the merger agreement and is attached as Annex D to this joint proxy statement/prospectus.

Consolidation Committee (see page[●]98)

The merger agreement provides that a Consolidation Committee be established and consist of three individuals designated by BBCN and three individuals designated by Wilshire. The Consolidation Committee will be responsible for developing integration policies and procedures for the combined company and overseeing management’s efforts in implementing such policies and procedures for the purpose of allowing BBCN and Wilshire to prepare to consummate the merger and be in a position to operate the combined company upon completion of the merger. The Consolidation Committee will also have the responsibility to determine certain executive officers of the combined company to the fullest extent permitted by law and the location of the headquarters and principal executive offices of the combined company. The Consolidation Committee is currently comprised of Scott Whang, David P. Malone and Kevin S. Kim, as designated by BBCN, and Steven S. Koh, John R. Taylor and Donald D. Byun, as designated by Wilshire.

Regulatory Approvals We Must Obtain for the Merger (see page [●])90)

To complete the merger and the bank merger, we must obtain the approval of the California Department of Business Oversight (the “DBO”), the Federal Deposit Insurance Corporation (the “FDIC”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve Board” or “FRB”). We filed an application with the DBO on March 2, 2016, the FDIC on March 2, 2016 and the FRB on March 15, 2016. We do not expect to receive the required regulatory approvals prior to our respective stockholder and shareholder meetings at which the merger will be voted on. See “The Merger—Regulatory Approvals” beginning on page [●]90 for a description of the regulatory approvals that must be obtained in connection with the merger.

Expected Timing of the Merger

We expect to complete the merger in the second half of 2016 if we receive stockholder and regulatory approvals for the merger. The merger agreement provides that it may be terminated by either BBCN or Wilshire if the merger has not been consummated by September 30, 2016. The merger agreement may also be extended one or more times, but not past March 31, 2017, by notice from either BBCN or Wilshire if the only unsatisfied condition to consummating the merger is receipt of any requisite regulatory approval and satisfying such condition is reasonably possible.

Conditions to Completion of the Merger (see page [●])105)

We may not complete the merger unless the following conditions are satisfied or, where legally permitted, waived:

Termination of the Merger Agreement; Fees Payable (see page [●])107)

We may jointly agree to terminate the merger agreement at any time, whether before or after stockholder approval. Either of us may also terminate the merger agreement, whether before or after stockholder approval, if:

The merger agreement provides that, in certain circumstances described more fully beginning on page [●],107, including a change in recommendation in favor of the merger agreement, a failure to hold a stockholders’ meeting to vote on the merger or a third party acquisition proposal, either of us may be required to pay a termination fee to the other of $40 million. The termination fees could discourage other companies from seeking to acquire or merge with either BBCN or Wilshire prior to completion of the merger.

The Rights of Wilshire Shareholders Will Change as Result of the Merger (see page [●])118)

The rights of Wilshire shareholders will change as a result of the merger due to differences in BBCN’s and Wilshire’s governing documents and states of incorporation. The rights of Wilshire shareholders are governed by California law and by its articles of incorporation and bylaws, each as amended to date. Upon the completion of the merger, Wilshire shareholders will become stockholders of BBCN, as the continuing legal entity in the merger, and the rights of Wilshire shareholders will therefore be governed by Delaware law and BBCN’s certificate of incorporation and bylaws, each as amended in accordance with the terms of the merger. See “The Merger—Comparison of Rights of Stockholders of BBCN and Wilshire” for a description of the material differences in stockholder rights under each of BBCN’s and Wilshire’s governing documents and states of incorporation.

Risk Factors (see page [●])26)

You should consider all the information contained in or incorporated by reference into this joint proxy statement/prospectus in deciding how to vote for the proposals. In particular, you should consider the factors under “Risk Factors.”

THE ANNUAL MEETINGS

BBCN Annual Meeting (see page [●])35)

The BBCN annual meeting will be held at the [place], [address], Los Angeles, California on [●][●], 2016, starting at [time] Los Angeles time. At the BBCN annual meeting, BBCN’s common stockholders will be asked to vote on the following matters:

You may vote at the BBCN annual meeting if you owned shares of BBCN common stock at the close of business on [●][●], 2016. On that date, [●] shares of BBCN common stock were outstanding, [●]% of which were owned and entitled to be voted by BBCN directors and executive officers. We currently expect that BBCN’s

directors and executive officers will vote their shares in favor of the merger, although none of them has entered into any agreement obligating them to do so.

The affirmative vote of a majority of the shares of BBCN common stock outstanding on the record date will be required to adopt and approve the merger agreement. See “BBCN Annual Meeting” beginning on page [●]35 for information regarding voting at the BBCN annual meeting and the votes that will be required for approval of the other proposals that will be presented at the BBCN annual meeting.

Wilshire Annual Meeting (see page [●])39)

The Wilshire annual meeting will be held at the [place], [address], Los Angeles, California on [●][●], 2016, starting at [time] Los Angeles time. At the Wilshire annual meeting, Wilshire’s shareholders will be asked to vote on the following matters:

You may vote at the Wilshire annual meeting if you owned shares of Wilshire common stock at the close of business on [●][●], 2016. On that date, [●] shares of Wilshire common stock were outstanding, approximately [●]% of which were owned and entitled to be voted by Wilshire directors and executive officers and their affiliates. We currently expect that Wilshire’s directors and executive officers will vote their shares in favor of the merger, although none of them has entered into any agreement obligating them to do so.

The affirmative vote of a majority of the shares of Wilshire common stock outstanding on the record date will be required to approve the principal terms of the merger agreement. See “Wilshire Annual Meeting” beginning on page [●]39 for additional information regarding voting at the Wilshire annual meeting and the votes that will be required for approval of the other proposals that will be presented at the meeting.

INFORMATION ABOUT BBCN AND WILSHIRE

BBCN Bancorp, Inc.

3731 Wilshire Boulevard,

Suite 1000

Los Angeles, California 90010

(213) 639-1700

BBCN is a corporation organized under the laws of the state of Delaware and is the holding company of BBCN Bank, the largest Korean-American bank in the nation with $7.91$8.06 billion in assets as of DecemberMarch 31, 2015.2016. Headquartered in Los Angeles and serving a diverse mix of customers mirroring its communities, BBCN Bank is a member bank of the Federal Reserve System having a network 50 full-service banking offices in the states of California, Illinois, New Jersey, New York, Virginia and Washington, eight loan production offices across California, Colorado, Georgia, Oregon, Texas, Virginia, and Washington and a representative office in Seoul, Korea. BBCN specializes in core business banking products for small and medium-sized businesses, with an emphasis in commercial real estate and business lending, SBA lending and international trade financing. BBCN Bank is a California-chartered bank and its deposits are insured by the FDIC to the extent provided by law. BBCN is an Equal Opportunity Lender.

For further information, see “Description of BBCN” beginning on page [●].214. BBCN’s principal executive offices are located 3731 Wilshire Boulevard, Suite 1000, Los Angeles, California 90010, and its telephone number is (213) 639-1700.

Wilshire Bancorp, Inc.

3200 Wilshire Boulevard,

Suite 1400

Los Angeles, California 90010

(213) 387-3200

Headquartered in Los Angeles, Wilshire Bancorp is the parent company of Wilshire Bank, which operates 35 full-service branch offices in California, Texas, Alabama, Georgia, New Jersey, and New York. Wilshire Bancorp also operates sixfive loan production offices of which fourthree are utilized primarily for the origination of loans under the Small Business Administration lending program located in California, Colorado, Georgia, and Washington, and two that are utilized primarily for the origination of residential mortgage loans located in California. Wilshire Bank is a community bank with a focus on commercial real estate lending and general commercial banking, with its primary market encompassing the multi-ethnic populations of the Los Angeles Metropolitan area.

For further information, see “Description of Wilshire” beginning on page [●].213. Wilshire’s principal executive offices are located 3200 Wilshire Boulevard, Suite 1400, Los Angeles, California 90010, and its telephone number is (213) 387-3200.

SELECTED HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following tables present selected historical financial information of BBCN, selected historical financial information of Wilshire and selected unaudited pro forma combined condensed consolidated financial information reflecting the merger. This information is intended to aid you in understanding the financial aspects of the merger. The historical financial information shows the actual financial condition and results of operations of BBCN and Wilshire for the years indicated. As more completely described below, the pro forma unaudited combined condensed consolidated financial information is intended to illustrate certain financial effects of the proposed merger and does not indicate or reflect the actual financial condition or results of operations of BBCN, Wilshire or the combined company as of any date or for any period.

Selected Historical Financial Information of BBCN

The selected historical financial information of BBCN has been derived from and should be read in conjunction with the historical consolidated financial statements and related notes of BBCN filed by it with the Securities and Exchange Commission. See “Where You Can Find Additional Information” beginning on page [●].218.

Selected Historical Financial Information of Wilshire

The selected historical financial information of Wilshire has been derived from and should be read in conjunction with the historical consolidated financial statements and related notes of Wilshire filed by it with the Securities and Exchange Commission. See “Where You Can Find Additional Information” beginning on page [●].218.