425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2015

BBCN Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-50245	95-4170121
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

3731 Wilshire Boulevard, Suite 1000, Los Angeles, CA	90010
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (213) 639-1700.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ X ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ X ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01Other Events.

On December 30, 2015, BBCN Bancorp, Inc. (the “Company”) mailed to its customers a letter, question-and-answer sheet and fact sheet regarding the proposed merger of Wilshire Bancorp, Inc. with and into the Company, which are attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively, and are incorporated by reference herein.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

99.1 Letter to Customers, distributed December 30, 2015

99.2 Customer Question and Answer Sheet, distributed December 30, 2015

99.3 Customer Fact Sheet, distributed December 30, 2015

Additional Information and Where to Find It

In connection with the proposed merger, the Company will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement/Prospectus of the Company and Wilshire, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus regarding the merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about the Company and Wilshire at the SEC’s Internet site (www.sec.gov). You will also be able to obtain these documents, free of charge, from the Company at www.BBCNbank.com under the tab “Investor Relations” and then under the heading “SEC Filings” and from Wilshire at www.wilshirebank.com under the tab “Investor Relations” and then under the heading “SEC Filings”.

Participants in Solicitation

The Company, Wilshire and their respective directors, executive officers, management and employees may be deemed to be participants in the solicitation of proxies in respect of the merger. Information concerning the Company’s participants is set forth in the proxy statement, dated May 1, 2015, for the Company’s 2015 annual meeting of stockholders as filed with the SEC on Schedule 14A. Information concerning Wilshire’s participants is set forth in the proxy statement, dated April 9, 2015, for Wilshire’s 2015 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of the Company and Wilshire in the solicitation of proxies in respect of the merger will be included in the registration statement and joint proxy statement/prospectus to be filed with the SEC.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains statements regarding the proposed transaction between the Company and Wilshire, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the proposed transaction and other statements about the future expectations, beliefs, goals, plans or prospects of the management of each of the Company and Wilshire. These statements are based on current expectations, estimates, forecasts and projections and management assumptions about the future performance of each of the Company, Wilshire and the combined corporation, as well as the businesses and markets in which they do and are expected to operate. These statements constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “estimates,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans, “seeks,” and variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical fact. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The closing of the proposed transaction is subject to regulatory approval, the approval of the shareholders of the Company and Wilshire, and other customary closing conditions. There is no assurance that such conditions will be met or that the proposed transaction will be consummated within expected time frame, or at all. If the transaction is consummated, factors that may cause actual outcomes to differ from what is expressed or forecasted in these forward-looking statements include, among things: difficulties and delays in integrating the Company and Wilshire and achieving anticipated synergies, cost savings and other benefits from the transaction; higher than anticipated transaction costs; deposit attrition, operating costs, customer loss and business disruption following the merger, including difficulties in maintaining relationships with employees, may be greater than

expected; required governmental approvals of the merger may not be obtained on its proposed terms and schedule, or without regulatory constraints that may limit growth; competitive pressures among depository and other financial institutions may increase significantly and have an effect on revenues; the strength of the United States economy in general, and of the local economies in which the combined corporation will operate, may be different than expected, which could result in, among other things, a deterioration in credit quality or a reduced demand for credit and have a negative effect on the combined corporation’s loan portfolio and allowance for loan losses; changes in the U.S. legal and regulatory framework; and adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) which would negatively affect the combined corporation’s business and operating results. For a more complete list and description of such risks and uncertainties, refer to the Company’s Form 10-K for the year ended December 31, 2014, as amended, Wilshire’s Form 10-K for the year ended December 31, 2014, as amended, as well as other filings made by the Company and Wilshire with the Securities and Exchange Commission (the “SEC”). Except as required under the U.S. federal securities laws and the rules and regulations of the SEC, the Company disclaim any intention or obligation to update any forward-looking statements after the distribution of this press release, whether as a result of new information, future events, developments, changes in assumptions or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BBCN Bancorp, Inc.
Date: December 30, 2015	/s/ Kevin S. Kim
	Kevin S. Kim
	Chairman and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Filed by BBCN Bancorp, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12 under the

Securities Exchange Act of 1934

Subject Company:  BBCN Bancorp, Inc.

SEC Registration Statement No.: 000-50245

To Our Valued Customers,

I am excited to inform you that on December 7, 2015, BBCN Bank signed a definitive agreement to join forces with Wilshire Bank in a strategic merger of equals. This combination will create the first and only super regional Korean-American bank in the nation. We sincerely believe this merger will provide many valuable benefits to our customers:

• Greater Access and Convenience: We will have more than 80 locations to serve you in California, New York, Illinois, New Jersey, Washington, Texas, Virginia, Georgia and Alabama.

• More ATMs: You will have a greater number of ATMs at your disposal nationwide.

• Increased Lending Capacity: We will have even greater ability to meet the borrowing needs of our customers and support economic growth in our markets.

• Continued Innovation: We will have greater resources to invest in our capabilities, so that we can continue to offer you the latest innovations in banking and a broader range of commercial and consumer financial products and services.

• Unrivaled Leadership: BBCN and Wilshire have been the Top 2 Lenders in the Korean-American community; together we will create an even stronger financial institution that will provide unparalleled security for your most valuable financial assets.

The past few years have been an exciting period of growth and expansion for BBCN Bank, and we thank you for your loyal patronage. Your business is extremely valuable to us, and we believe this merger will further improve our ability to service your banking needs.

The merger is expected to be completed mid-2016, and we will provide you with sufficient advance notice if any action will be required on your part.

For your information, we have enclosed a Customer Fact Sheet and Q&A document to address questions you may have. If you have additional inquiries, as always, please feel free to visit one of our branches or call us at 888.811.6272 during our business hours.

Sincerely,

Kevin S. Kim

President and Chief Executive Officer

BBCN Bank

EX-99.2

EXHIBIT 99.2

Filed by BBCN Bancorp, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12 under the

Securities Exchange Act of 1934

Subject Company:  BBCN Bancorp, Inc.

SEC Registration Statement No.: 000-50245

A Combination of the Top Two Commercial Lenders Creating the Only Super Regional Korean-American Bank in the U.S.
A STRATEGIC MERGER OF EQUALS
Customer Q&A
Q:	Why is this merger being done? The combination of BBCN and Wilshire will create the first and only super regional Korean-American bank. We expect the combination will help us grow the franchise more profitably in the future, which will ultimately create benefits for our customers, employees and shareholders.
Q:	When will the merger be completed? The merger requires the approval of our regulators and the shareholders of both companies. We expect the merger to be completed sometime mid-2016.
Q:	Are you changing the name of the combined company? Yes. This strategic merger is about creating the first and only super regional Korean-American bank. It is our goal to capitalize on this unique opportunity to create a new brand and corporate culture commensurate with our heightened stature.
Q:	When can I start using Wilshire’s branches and ATMs? After the merger is completed, it will take several more months for the full systems integration. We will notify you when customers may start using the additional branches and ATMs.
Q:	Will any branches be closed? Our goal is to enhance our customers’ overall accessibility to the Bank. At this point, we expect that a few branches might be consolidated due to their close proximity to another branch. Decisions about which branches might close will be made in the months prior to the completion of the merger. We will provide notice well in advance of any branch consolidations and direct customers to other locations nearby that may be used instead.
Q:	Will any of my accounts be affected? No. We expect all of your accounts will remain unchanged. If there are any changes affecting your account, we will provide notice in advance.
Q:	Who should I contact if I have additional questions? Please visit any of our branches, or you may call us at 888.811.6272 during our business hours with additional questions.

EX-99.3

EXHIBIT 99.3

Filed by BBCN Bancorp, Inc.

Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

Subject Company: BBCN Bancorp, Inc.

SEC Registration Statement No.: 000-50245

A Combination of the Top Two Commercial Lenders Creating the Only Super Regional Korean-American Bank in the U.S.
A STRATEGIC MERGER OF EQUALS
Customer Fact Sheet
Combined Company Profile(pro forma 9/30/2015)
Ø Only Super Regional Korean-American Bank– Asset size will be nearly 3X the size of the next largest Korean-American bank Ø Solidified Stature as the Premier Korean-American Bank ü Only Nationwide Platform with full banking services available in all of the top major geographic markets with sizeable Asian-American communities in the U.S. üCustomers will have access to more than 80 full-service branches in California, New York, Illinois, New Jersey, Washington, Texas, Virginia, Georgia and Alabama Ø Strongest Banking Partnerfor our customers with the combined forces of the Top 2 Lenders in the market üTop 10 SBA lender nationwide (pro forma SBA fiscal year ended 9/30/2015) üUnparalleled offering of the most comprehensive suite of business and consumer products and services Ø 7th Largest Publicly Traded Bank Headquartered in California Ø Unrivaled Leadership among Korean-American Banks üLargest and best originator of SBA loans üLargest and most well established residential lending platform üMost comprehensive offering of cash management services üOnly provider of commercial lease financing, bank-issued credit cards, wealth management services üOnly bank with presence in Korea	Ø $12.3billionin assets
	Ø $9.6 billion in loans
	Ø $10.0 billion in deposits

			BBCN branches	Wilshire branches
	California		28	22
	New York		5	4
	Illinois		9
	New Jersey		3	4
	Washington		4
	Texas			3
	Virginia		1
	Georgia			1
	Alabama			1
		8 BBCN LPOs
		4 Wilshire SBA LPOs 2 Residential Mortgage LPOs
	LPOs: Loan Production Offices

BBCN Bank was named among Forbes list of Best Banks in America in 2013, 2014 and 2015; Wilshire Bank was named among Forbes list of America’s Most Trustworthy Companies in 2014. The merger of equals will require the approval of our regulators and the shareholders of both BBCN and Wilshire, along with other customary closing conditions.